Ernest Borel Holdings Limited — Proxy Solicitation & Information Statement 2022

Apr 25, 2022

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ERNEST BOREL HOLDINGS LIMITED 依波路控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1856)

Number of shares to which this proxy form relates[1]

Proxy Form for the Annual General Meeting to be held on Friday, 27 May 2022

I/We[2] ,

(name) of[2] (address) (name) (address)

being the registered holder(s) of Ernest Borel Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[3] (name) of (address) or failing him/her, THE CHAIRMAN OF THE ANNUAL GENERAL MEETING of the Company (the ‘‘AGM’’) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 May 2022 at 3:00 p.m. and at its adjournment. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by a ‘‘P’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

• Ordinary Resolutions For[4] Against[4]

• 1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ‘‘Directors’’) and the independent auditor of the Company for the year ended 31 December 2021.
• 1. (i) To re-elect Mr. To Chun Kei as an Independent Non-executive Director. (ii) To re-elect Ms. Chan Lai Wa as an Independent Non-executive Director.
• 1. To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors. 4. To re-appoint BDO Limited as the independent auditor to hold office until the conclusion of the next AGM and authorise the Board to fix its remuneration.
• 1. To grant a general mandate to the Directors to allot, issue and deal with the Company’s shares (the ‘‘Shares’’)[5] . 6. To grant a general mandate to the Directors to buy-back the Shares[5] . 7. To extend the general mandate granted under resolution No. 5 by adding the total number of Shares to be bought-back pursuant to the general mandate granted under resolution No. 6[5] .

Dated this day of , 2022

Shareholder’s signature[7] :

Notes:

1. If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in the name of the holder appearing in this proxy form.

2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as your proxy. A shareholder of the Company (the ‘‘Shareholder’’) may appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend the meeting and vote for him/her/it. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT. The proxy needs not be a Shareholder, but must attend the meeting (or any adjournment thereof) to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote(s) in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. The full text of resolutions 5, 6 and 7 are set out in the notice of the AGM. 6. This proxy form must be signed by a Shareholder or its/his/her agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.

6. (suchInvestorIn ordercertificationtoServicesbe valid,Limited,tothisbe completedmadeat Levelby eitherproxy54, Hopewellaform,notarytogetherCentre,publicwith183or atheQueensolicitorpower’s Roadqualifiedof attorneyEast, toHongorpracticeotherKong,authorityinnotHonglater(ifKong),thanany)48undermusthoursbewhichbeforelodgedit isthewithsignedtimetheorappointedCompanya certifiedfor’s copyHongholdingofKongthatthe powermeetingbranchofshareorattorneyadjournedregistrar,or authoritymeetingTricor (as the case may be).

7. Submission of this proxy form shall not preclude you from attending the meeting or its adjourned meeting and voting in person should you so wish, but the appointment of the proxy will be revoked if you attend and vote in person at the meeting.

8. theInIf youordermeetinghaveto bereturnedorvalidits adjournedfora proxyvotingmeetingform,purposes,you(asmaythistherevokelattercase mayproxyit bybe)formcompleting(theshould‘‘Closingandbe receivedsigningTime’’).anotherbyIfCompanythisproxylatter’sformproxyHongbearingKongform isbrancha lodgedlater sharedate,withandregistrarthelodgingCompanynot itlaterwith’s Hongthanthe 48CompanyKonghoursbranchbefore’s HongsharetheKongtimeregistrarbranchappointedaftersharetheforregistrar.Closingholding Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.

9. 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 were solely entitled theretosenioritybutshallthebevotedeterminedof the seniorby theholderorderwhoin whichtenderstheanamesvote, standwhetherin Companyin person’sorregisterby proxy,of memberswill be acceptedin respecttoofthetheexclusionrelevant jointof theholding.vote(s) of the other joint holders and for this purpose,

10. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid. 12. Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the notice of the AGM will be decided by poll at the meeting.

‘‘PERSONAL INFORMATION COLLECTION STATEMENT

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