7Road Holdings Limited — Proxy Solicitation & Information Statement 2019

Sep 25, 2019

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7Road Holdings Limited 第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 797)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING ON OCTOBER 17, 2019

I/We (Name) (block capitals) (Address) being the holder(s) of (see Note 1) shares of US$0.000005 each in the capital of 7Road Holdings Limited (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 4/F, Block 1-A, Ting Wei Industrial Park, 6 Liu Fang Road, Bao An District, Shenzhen, PRC on October 17, 2019 at 10:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

		Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)		For	Against
	(a)	To approve, confirm and ratify the sale and purchase agreement dated August 23,
		2019 entered into between the Company,			Maple Vale Limited and Ms. Huang Le
		(the “Sale and Purchase Agreement”) in			relation to the sale	and purchase of the
		online game business owned by Osmanthus Vale Holdings Limited (the “Target
		Business”);
	(b)	To authorise any one executive directors of the Company				to exercise all the
		powers of the Company and to take all steps as might in his opinion be desirable
		or necessary in connection with	the Sale and Purchase Agreement, subject to the
		fulfillment of the conditions of	the Sale and Purchase Agreement;
	(c)	To approve all other transactions contemplated under the				Sale and Purchase
		Agreement, and to authorise any one executive directors of				the Company to do
		all such acts and things, to sign and			execute such documents or Sale and
		Purchase Agreement or deeds on behalf			of the Company and to do such other
		things and to take all such actions as he considers necessary, appropriate,
		desirable or expedient for the purposes of giving effect to or in connection with
		the Sale and Purchase Agreement; and
	(d)	To grant a specific mandate to	the directors of the Company to allot and issue
		the Additional Shares (as defined in		the	circular dated September 26, 2019) in
		the event that the actual net	profit of		the Target Business exceeds certain
		benchmarked level, and the vendors shall entitle to the				Additional Shares
		pursuant to the terms and conditions of the Sale and Purchase Agreement and the
		articles of association of the Company,			with the condition upon the Listing
		Committee of the Stock Exchange of		Hong Kong Limited granting the listing of,
		and the permission to deal in, the Additional Shares, provided that this specific
		mandate shall be in addition to,	and shall		not prejudice or revoke any existing or
		such other general or specific mandates which may from time to time be granted
		to the directors of the Company prior to the passage of this resolution.

(see Note 5)

day of

Signature(s)

Dated this

, 2019

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible and in any event not later than 48 hours before the time for holding the meeting (i.e. 10:00 am on Tuesday, October 15, 2019). The completion and return of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy needs not be a shareholder of the Company.