Ernest Borel Holdings Limited — Proxy Solicitation & Information Statement 2023

Mar 13, 2023

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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 Extraordinary General Meeting to be held on Wednesday, 29 March 2023

I/We[2] , (name) of[2] (address) being the registered holder(s) of shares in the issued share capital of Ernest Borel Holdings Limited (the ‘‘ Company ’’ ) HEREBY APPOINT[3] (name) of (address) or failing him/her, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING of the Company (the ‘‘EGM’’) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 29 March 2023 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. ‘‘THAT: (a) the sale and purchase agreement dated 21 November 2022 (the ‘‘Agreement’’) (as amended and supplemented by the supplemental agreement dated 8 December 2022 (the ‘‘Supplemental Agreement’’)) entered into between Swissmount Holdings Limited and Fair Future Industrial Limited in relation to the acquisition of the entire equity interest in Gold Vantage Industrial Limited and the consummation of transactions contemplated thereunder as more particularly described in the circular dated 13 March 2023 and on the terms and conditions set out in the Agreement be hereby approved, ratified and confirmed; and

• (b) authorisation be granted to any one director of the Company (the ‘‘Director(s)’’) to complete and do all such acts or things (including executing all such documents, instruments and agreements as may be required) as the Company, such Director or, as the case may be, the board of the Directors may consider necessary, desirable or expedient or in the interest of the Company to give effect to the terms of the matters contemplated under the Agreement (as amended and supplemented by the Supplemental Agreement) and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.’’

• Dated this day of 2023

Shareholder’s signature[5,][6] :

• Notes: 1. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company (‘‘Shares’’) registered in the name of the holder appearing in this proxy form. 2.3. PleasePlease insertinsert fullthe namename(s)andandaddressaddress(es)of the inproxy.BLOCKIf noCAPITALSname is inserted,as shownthe chairmanin the registerof theofmeetingmemberswillof actthe asCompany.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

• 1. MUSTIMPORTANT:BE INITIALEDIF YOU BYWISHTHETOPERSONVOTE FORWHOASIGNSRESOLUTION,IT. The proxyPLEASEneedsTICKnot be(a‘‘PShareholder,’’) IN THEbutRELEVANTmust attendBOXthe meetingBELOW(orTHEany adjournmentBOX MARKEDthereof)‘‘FORto represent’’. IF YOUyou.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.
• 1. 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.
• 1. authorityIn order to(suchbe valid,certificationthis completedto be madeproxybyform,eithertogethera notarywithpublicthe poweror a solicitorof attorneyqualifiedor otherto authoritypractice in(if Hongany) underKong),whichmustitbeis lodgedsigned orwitha certifiedthe Companycopy ’ofs Hongthat powerKongofbranchattorneyshareor registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).
• 1. 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 8. registrar.appointedwillIf youbehaverevokedInforreturnedorderholdingif youto abetheattendproxyvalidmeetingform,andfor votevotingoryouitsinmayadjournedpurposes,personrevokeatmeetingthistheit bymeeting.lattercompleting(asproxythe caseformandmayshouldsigningbe) (thebeanotherreceived‘‘ClosingproxybyTimeformCompany’’).bearingIf this’s HongalatterlaterKongproxydate,branchformand lodgingissharelodgedregistrarit withwith thethenotCompanyCompanylater than’’ss 48HongHonghoursKongKongbeforebranchbranchthesharesharetime registrar after the Closing 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.
• 1. 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 entitledthis purpose,theretosenioritybut theshallvote beof determinedthe senior holderby thewhoordertendersin whicha vote,the nameswhetherstandin personin Companyor by ’sproxy,registerwillofbemembersacceptedintorespectthe exclusionof the relevantof the vote(s)joint holding.of the other joint holders and for
• 1. 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. 11. 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 EGM will be decided by poll at the meeting. ‘‘PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupplyinstructionsof your andforyourtheproxyMeeting’s (orofproxiesthe Company’) name(s)(theand‘‘Purposesaddress(es)’’). Weis onmaya voluntarytransfer yourbasisandforyourthe proxypurpose’s (orof processingproxies’) name(s)your requestand address(es)for the appointmentto our agent,of contractor,a proxy (ororproxies)third partyand serviceor are otherwiseprovider whorelevantprovidesfor theadministrative,Purposes and computerneed to receiveand otherthe servicesinformation.to usYourfor useandinyourconnectionproxy’s with(or proxiesthe Purposes’) name(s)and andto suchaddress(es)parties whowill arebe retainedauthorisedforbysuchlawperiodto requestas maythebeinformationnecessary torequestfulfil shouldthe Purposes.be in writingRequestbyformailaccessto thetoCompany/Tricorand/or correctionInvestorof the relevantServicespersonalLimiteddataat thecanabovebe madeaddress.in accordance’’ with the provisions of the Personal Data (Privacy) Ordinance and any such