Esprit Holdings Limited — AGM Information 2021

Jul 22, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Nimble Holdings Company Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, exchange participant or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 186)

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 26 August 2021 at 4:00 p.m. is set out on pages 12 to 17 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting (or any adjournment of such meeting) should you so wish.

22 July 2021

CONTENTS

	Page
Precautionary Measures for Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement on Repurchase Mandate. . . . . . . . . . . . . . . . .	7
Appendix II – Biographies of the Retiring Directors Standing for Re-Election. . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING

In compliance with the Hong Kong Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health of the Hong Kong Government on the prevention of the 2019 novel coronavirus (“ COVID-19 pandemic ”), the Company will implement certain precautionary measures at the AGM in the interests of the health and safety of the Shareholders and attendees, including but not limited to:–

• (i) There will be a compulsory body temperature check for all persons before entering the AGM venue. Any person with a body temperature of 37.3 degrees Celsius or above or any person which exhibits any flu-like or other respiratory or common COVID-19 pandemic symptoms or otherwise found to be unwell will be denied admission to the AGM venue;

• (ii) Every attendee will be required to wear a surgical face mask before they are permitted to access to the AGM venue and throughout the AGM;

• (iii) No refreshments or drinks will be served, and no corporate gift will be distributed at the AGM this year;

• (iv) Attendees are required to complete a questionnaire to provide their contact details (e.g. full name, Hong Kong identity card number or passport number, telephone number and residential address, etc.). Attendees are also required to declare whether they have travelled outside of Hong Kong, had close contact (Note) with any person who has been diagnosed with COVID-19 pandemic or travelled outside of Hong Kong in the 14 days immediately before the date of the AGM, and are subject to any compulsory quarantine prescribed by the Hong Kong Government. Any person who responds positively to any of these questions will be denied admission to the AGM venue; and

• (v) Appropriate seating arrangement at the AGM venue in line with the guidance from the Hong Kong Government will be made.

Attendees who do not comply with any of the precautionary measures referred to in (i), and (iv) above may be denied admission to the AGM venue at the absolute discretion of the Company.

In light of the above precautionary measures, Shareholders intending to attend the AGM in person are suggested to arrive at the AGM venue in advance of the scheduled time for the AGM to ensure that they have sufficient time to complete the registration process.

– ii –

PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING

As an alternative to attending the AGM in person, the Company strongly encourages and recommends Shareholders and their representatives to appoint the chairman of the AGM as their proxy to vote on their behalf at the AGM.

Shareholders are advised to monitor the development of COVID-19 pandemic. Subject to the development of COVID-19 pandemic, the Company may implement further changes and precautionary measures. In the event that the COVID-19 pandemic situation deteriorates and requires the date and venue of the AGM to be changed, Shareholders will be notified of the revised arrangement and further announcement will be made by the Company on its website (www.nimbleholding.com) and the website of the Stock Exchange (www.hkexnews.hk). Shareholders are advised to read the Company’s announcement(s) in relation to the latest arrangement of the AGM (if any) published on the websites of the Company and the Stock Exchange before attending the AGM.

Note: “close contact” means if you have had any of the following activities with someone who had been diagnosed with COVID-19 pandemic:

• Had direct physical contact;

• Stayed in the same household;

• Travelled in the same vehicle or flight;

• Had social contact in close proximity such as dining together.

– iii –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

“AGM”

the annual general meeting of the Company to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 26 August 2021 at 4:00 p.m., or, where the context so admits, any adjournment of such annual general meeting

“AGM Notice”

the notice of the AGM set out on pages 12 to 17 of this circular

“Board”

the board of Directors

“Bye-laws”

the bye-laws of the Company

“close associate(s)”

has the meaning ascribed to it under the Listing Rules

“Company”

Nimble Holdings Company Limited（敏捷控股有限公 司）, incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

“controlling shareholder(s)”

has the meaning ascribed to it under the Listing Rules

“core connected person(s)”

has the meaning ascribed to it under the Listing Rules

“Director(s)”

the director(s) of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Issue Mandate”

a general mandate proposed to be granted to the Directors to exercise the powers of the Company to issue and allot Shares, details of which are set out in Resolution 4 of the AGM Notice

– 1 –

DEFINITIONS

“Latest Practicable Date” 19 July 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Mr. Tan” Mr. Tan Bingzhao, the executive Director, chairman of the Board and the controlling shareholder of the Company “Nomination Committee” the nomination committee of the Company “PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares, details of which are set out in Resolution 5 of the AGM Notice “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “Wealth Warrior” Wealth Warrior Global Limited, a limited company incorporated in the British Virgin Islands, wholly owned by Mr. Tan and a controlling shareholder of the Company “%” per cent.

References to time and dates in this circular are to time and dates in Hong Kong.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

Executive Directors: Registered Office: Mr. Tan Bingzhao Wessex House, 5th Floor, Mr. Deng Xiangping 45 Reid Street, Hamilton HM 12, Bermuda

Independent Non-Executive Directors:

Dr. Lin Jinying Dr. Lu Zhenghua Dr. Ye Hengqing

Principal Place of Business in Hong Kong: Flat C01, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong

22 July 2021

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, ordinary resolutions will be proposed to seek Shareholders’ approval for, among other things, the proposed re-election of the Directors, the re-appointment of Moore Stephens CPA Limited as auditor of the Company and the proposed grant of the Issue Mandate and Repurchase Mandate. The purpose of this circular is to provide you with information regarding the proposed re-election of the Directors and the proposed grant of the Issue Mandate and Repurchase Mandate, and to provide you with the AGM Notice.

– 3 –

LETTER FROM THE BOARD OF DIRECTORS

RE-ELECTION OF DIRECTORS

In accordance with Clause 84 of the Bye-laws, Mr. Deng Xiangping will retire from office as executive Director and Dr. Ye Hengqing will retire from office as independent non-executive Director by rotation at the AGM and they, being eligible, offer themselves for re-election as executive Director and independent non-executive Director respectively at the AGM.

The Nomination Committee, after reviewing the composition of the Board, the qualifications, skill and experience, time commitment and contributions of the retiring Directors with reference to the Company’s board diversity policy and corporate strategy, has recommended to the Board on the re-election of Mr. Deng Xiangping and Dr. Ye Hengqing as Directors at the AGM. The Board accepted the recommendation from the Nomination Committee and proposes re-election of Mr. Deng Xiangping and Dr. Ye Hengqing as Directors at the AGM.

Details of the retiring Directors offering themselves for re-election as executive Director and independent non-executive Director are set out in Appendix II to this circular.

PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be given an unconditional general mandate to allot, issue and deal with additional Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Issue Mandate.

Subject to the passing of the ordinary resolution for the approval of the Issue Mandate and on the basis that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 1,098,446,577 Shares.

Details of the proposed resolution on the Issue Mandate are set out in Resolution 4 of the AGM Notice.

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be given an unconditional general mandate to repurchase Shares of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Repurchase Mandate.

Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 549,223,288 Shares.

Details of the proposed resolution on the Repurchase Mandate are set out in Resolution 5 of the AGM Notice.

Under the Listing Rules, the Company is required to give to the Shareholders an explanatory statement containing all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

AGM

A notice convening the AGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 26 August 2021 at 4:00 p.m. is set out on pages 12 to 17 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, the re-election of the Directors, the Issue Mandate and the Repurchase Mandate.

ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event, the form of proxy shall be deemed to be revoked.

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider the proposed resolutions as set out in the AGM Notice are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the AGM.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board

Nimble Holdings Company Limited

Tan Bingzhao Chairman

– 6 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide requisite information to you to make an informed decision whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$54,922,328.89 comprising 5,492,232,889 Shares.

Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that there will be no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 549,223,288 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-Laws, the Listing Rules and the applicable laws of Bermuda.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 March 2021, being the date its latest audited consolidated financial statements were made up to. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 7 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Trading Price per Share	Trading Price per Share
	Highest	Lowest
	HK$	HK$
2020
July	0.95	0.35
August	0.68	0.32
September	0.83	0.49
October	0.78	0.5
November	0.87	0.65
December	0.8	0.61
2021
January	0.69	0.6
February	0.66	0.48
March	0.6	0.41
April	0.69	0.485
May	0.58	0.5
June	0.72	0.5
July (up to the Latest Practicable Date)	0.87	0.6

5. TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

To the best of the knowledge of the Directors having made all reasonable enquiries, as at the Latest Practicable Date, Wealth Warrior held 3,616,712,779 Shares, and Mr. Tan is also deemed to be interested in 439,180,000 Shares through a discretionary trust. Wealth Warrior and Mr. Tan, together, held 4,055,892,779 Shares, representing approximately 73.85% of the issued share capital of the Company. Assuming the full exercise of the power under the Repurchase Mandate (and if the present shareholdings remain the same and there will be no other change in the issued share capital of the Company between the Latest Practicable Date and the date of the AGM), the interest of Wealth Warrior together with Mr. Tan in the issued share capital of the Company will be increased to approximately 82.05%. As such, an exercise of the Repurchase Mandate in full will not result in Wealth Warrior or Mr. Tan becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Company is not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase of Shares made under the Repurchase Mandate. In addition, as at the Latest Practicable Date, the Company complied with the minimum public float requirements under the Listing Rules. The Directors will not repurchase Shares on the Stock Exchange if the repurchase would result in the number of the Shares which are in the hands of the public falling below 25%.

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any of the Shares in the six months immediately preceding the Latest Practicable Date.

7. GENERAL

None of the Directors or, to the best of their knowledge and belief, having made all reasonable enquiries, any of their respective close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM and exercised.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell to the Company or its subsidiaries any Shares nor has he/she/it undertaken not to do so in the event that the Repurchase Mandate is granted.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

– 9 –

APPENDIX II

BIOGRAPHIES OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

Details of the retiring Directors standing for re-election at the AGM, namely Mr. Deng Xiangping and Dr. Ye Hengqing are set out below:

MR. DENG XIANGPING

Mr. Deng Xiangping (“ Mr. Deng ”), aged 57, has been appointed as an executive Director with effect from 2 December 2017. He serves as a director of certain subsidiaries of the Company since January 2018. He was the assistant to the president of Guangzhou Nimble Investment Limited （廣州市敏捷投資有限公司）. He possesses extensive experience in real estate development and construction industries. Mr. Deng graduated from Guangzhou Institute of Technology (previously known as “ Guangzhou Workers Amateur University ”) in 1989, specialising in economic management. Mr. Deng completed the executive program organised by Sun Yat-sen University in 2006.

According to the letter of appointment entered into between Mr. Deng and the Company, Mr. Deng’s term of appointment is three years, starting from 2 December 2020 and ending on 1 December 2023 (both dates inclusive). He is entitled to a remuneration of HK$500,000 per year which has been determined by the remuneration committee of the Company and by the Board with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. Mr. Deng is subject to re-election and retirement by rotation pursuant to the Bye-laws.

DR. YE HENGQING

Dr. Ye Hengqing (“ Dr. Ye ”), aged 49, has been appointed as an independent non-executive Director with effect from 2 December 2017. He is also a member of each of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He is currently a professor of Department of Logistics and Maritime studies in the Faculty of Business of The Hong Kong Polytechnic University. Prior to joining The Hong Kong Polytechnic University, Dr. Ye taught at the NUS Business School of National University of Singapore. Dr. Ye obtained a bachelor’s degree and master’s degree in applied mathematics from SCUT in 1993 and 1996 respectively. He received his doctorate degree in industrial engineering and engineering management from the Hong Kong University of Science and Technology in 2000.

• For identification purposes only

– 10 –

APPENDIX II

BIOGRAPHIES OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

According to the letter of appointment entered into between Dr. Ye and the Company, Dr. Ye’s term of appointment is three years, starting from 2 December 2020 and ending on 1 December 2023 (both dates inclusive). He is entitled to receive an annual director’s fee of HK$126,000 which has been determined by the remuneration committee of the Company and by the Board with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. Dr. Ye is subject to re-election and retirement by rotation pursuant to the Bye-laws.

Save as disclosed above:

• (i) each of the retiring Directors has not held any other directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years;

• (ii) as at the Latest Practicable Date, each of the retiring Directors did not have, or was not deemed to have, any interest in the Shares (within the meaning of Part XV of the SFO);

• (iii) each of the retiring Directors (a) does not hold any other position in the Company or its subsidiaries; and (b) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and

• (iv) there is no other information in relation to the re-election of the retiring Directors that is required to be disclosed nor are/were the retiring Directors involved in any of the matters required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Nimble Holdings Company Limited (the “ Company ”) will be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 26 August 2021 at 4:00 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements, the directors’ report and the auditor’s report of the Company for the year ended 31 March 2021;

2. (a) (i) To re-elect Mr. Deng Xiangping as an executive director of the Company;

   • (ii) To re-elect Dr. Ye Hengqing as an independent non-executive director of the Company; and

3. (b) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;

4. To re-appoint Moore Stephens CPA Limited as the auditor and to authorise the directors of the Company to fix their remuneration;

and to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “ Shares ”), to grant rights to subscribe for, or convert any securities into, Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) and to make or grant offers, agreements and options which would or might require the exercise of such power(s) during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;

3. (b) other than in respect of an Excluded Issue (as defined below), the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

4. (c) for the purpose of this Resolution:

   • “Excluded Issue” means:

   • (i) a Rights Issue (as defined below);

   • (ii) the grant of options or rights to acquire Shares or an issue of Shares upon the exercise of options or rights granted under any share option scheme or similar arrangement for the time being adopted and approved by shareholders of the Company; or

   • (iii) the exercise of rights of subscription or conversion under the terms of any existing options, warrants or similar rights granted by the Company or any securities which carry rights to subscribe for or are convertible into Shares.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

“Relevant Period” means the period from the passing of this Resolution until the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution.

“Rights Issue” means an offer of Shares or an issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the directors of the Company to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares of HK$0.01 each in the capital of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for each purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act 1981 of Bermuda and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10 per cent. of the total number of Shares in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution.”

• “ THAT conditional upon the passing of Resolutions 4 and 5 as set out in the notice convening this meeting, the general mandate referred to in Resolution 4 as set out in the said notice be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of Shares repurchased by the Company pursuant to the mandate referred to in Resolution 5 as set out in the said notice, provided that such amount shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this Resolution.”

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT NOTICE

COVID-19 pandemic

As at the date of this notice, the COVID-19 pandemic situation in Hong Kong is still evolving and the situation at the time of AGM is difficult to predict.

In the event that the COVID-19 pandemic situation deteriorates and requires the date and venue of the AGM to be changed, Shareholders will be notified of the revised arrangement and further announcement will be made by the Company on its website (www.nimbleholding.com) and the website of the Stock Exchange (www.hkexnews.hk). Shareholders are advised to read the Company’s announcement(s) in relation to the latest arrangement of the AGM (if any) published on the websites of the Company and the Stock Exchange before attending the AGM.

Shareholders are advised to read the information in the circular of the Company dated 22 July 2021 for “Precautionary Measures for Annual General Meeting”.

By order of the Board Nimble Holdings Company Limited Tan Bingzhao Chairman

Hong Kong, 22 July 2021

Notes:

1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the above meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending and voting in person if he/she is subsequently able to be present and, in such event, the proxy form shall be deemed to be revoked.

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

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NOTICE OF ANNUAL GENERAL MEETING

1. In the case of joint holders of any shares, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. However, if more than one of such joint holders is present at the above meeting, either personally or by proxy, the joint holder whose name stands first in the register of members of the Company, will alone be entitled to vote in respect of such shares.

2. On a poll, every shareholder present at the meeting shall be entitled to one vote for every fully paid-up share of which he/she is the holder. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was so required or demanded.

3. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 20 August 2021 to Thursday, 26 August 2021, both days inclusive, in order to determine the identity of the shareholders of the Company who are entitled to attend and vote at the above meeting. All transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Thursday, 19 August 2021.

4. References to time and dates in this notice are to Hong Kong time and dates.

5. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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