Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 25, 2017

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 JULY 2017

I/We[(Note][1)] (name) of (address) being the registered holder(s) of[(Note][2)] shares of HK$0.10 each in the capital of Agile Group Holdings Limited (the ‘‘Company’’) hereby appoint[(Note][3)] the Chairman of the Meeting or (name) of (address) as my/our proxy to vote for me/us on my/our behalf at the extraordinary general meeting (the ‘‘Meeting’’) of the Company to be held at Harcourt Room, Lower Lobby Level, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 17 July 2017 at 2: 30 p.m. (or at any adjournment thereof) for the purpose of considering and, if though fit, to pass the ordinary resolution as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)] THAT the entering into and the terms and conditions of the SPA dated 9 May 2017 (as defined in the Circular) between Crown Golden Investments Limited (冠金投資有 限公司), Forever Fame Property Development Holdings Limited (譽永房地產發展控 股有限公司) and Crystal I Limited (a copy of which is marked ‘‘A’’ and initialed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and hereby approved, confirmed and ratified and any director of the Company be and is hereby authorised to give, make, sign, execute (under hand, seal or as a deed) and deliver any document and all such deeds, agreements, letters, notices, certificates, applications, acknowledgements, receipts, authorisations, instructions, releases, waivers, proxies, appointments of agents for service of process and other document (whether of a like nature or not) as the Directors may consider necessary or desirable for the purpose of giving effect to, or in connection with this resolution, and the Directors of the Company be and are hereby authorised to sign and execute all such further documents and to take all such actions and steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to implement and/or give full effect to or in connection with the SPA and the transactions contemplated thereunder.

Date: day of 2017

Signature:[(Note][5)]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked ‘‘FOR’’. If you wish to vote against a resolution, tick in the box marked ‘‘AGAINST’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

6. In order to be valid this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

7. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish and in such case, the proxy form previously submitted shall be deemed to be revoked.