Esprit Holdings Limited — Capital/Financing Update 2016

Apr 24, 2016

TO BE VALID, THE WHOLE OF THIS APPLICATION FORM MUST BE RETURNED 本申請表格必須整份交回方為有效

Application Form No. 申請表格編號

IMPORTANT 重要提示

THIS APPLICATION FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON 9 MAY 2016. 本申請表格具有價值但不可轉讓，並僅供名列下文之合資格股東使用。二零一六年五月九日下午四時正後不得提出申請。

IF YOU ARE IN DOUBT AS TO ANY ASPECT OF THIS FORM OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER OR OTHER REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下如對本表格任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商或其他註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。

Terms used herein shall have the same meanings as defined in the prospectus of The Grande Holdings Limited (In Liquidation in Hong Kong) dated 23 April 2016 (the“ Prospectus ”) unless the context otherwise requires.

除文義另有所指外，本申請表格所用之詞彙與嘉域集團有限公司（於香港清盤中）於二零一六年四月二十三日刊發之發售章程（「 發售章程 」）所界定者具有相同涵義。

Dealings in the New Shares and the Offer Shares may be settled through CCASS with effect from the commencement date of dealings in the New Shares and the Offer Shares and you should consult a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

新股及發售股份之買賣由開始買賣新股及發售股份當日起可透過中央結算系統進行結算，而有關結算安排之詳情及該等安排對 閣下權利及權益可能產生之影響， 閣下應諮詢持牌證券交易商或其他註冊證券機構、銀行經理、律師、專業會計師 或其他專業顧問。

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Application Form, 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 Application Form.

香港交易及結算所有限公司、聯交所及香港結算對本申請表格之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本申請表格全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。

A copy of each of the Prospectus Documents, together with copies of the documents mentioned in the paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of these documents. 各份章程文件之副本連同於發售章程附錄三「送呈香港公司註冊處處長文件」一段所述之文件之副本，已按照公司（清盤及雜項條文）條例第342C條之規定送呈香港公司註冊處處長登記。香港證券及期貨事務監察委員會及香港公司註冊處處長對 任何該等文件之內容概不負責。

Subject to the granting of the listing of, and permission to deal in, the New Shares and the Offer Shares on the Stock Exchange, the New Shares and the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares and the Offer Shares on the Stock Exchange or under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second business day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

待新股及發售股份獲批准在聯交所上市及買賣，新股及發售股份將獲香港結算接納為合資格證券，自新股及發售股份在聯交所開始買賣當日或（在或然情況下）香港結算釐定之其他日期起可於中央結算系統寄存、結算及交收。聯交所參與者之間於 任何交易日進行之交易須於其後第二個營業日在中央結算系統交收。所有於中央結算系統之活動均須依據不時有效之中央結算系統一般規則及中央結算系統運作程序規則進行。

Hong Kong branch share registrar: THE GRANDE HOLDINGS LIMITED Tricor Tengis Limited

Level 22, Hopewell Centre,183 Queen’s Road East, 嘉域集團有限公司 Hong Kong

(In Liquidation in Hong Kong)

香港股份過戶登記分處︰卓佳登捷時有限公司 （於香港清盤中） 香港 皇后大道東183號 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) 合和中心22樓

（於開曼群島註冊成立並於百慕達繼續經營之有限公司）

(Stock Code: 186)

（股份代號：186）

OPEN OFFER ON THE BASIS OF

FIVE OFFER SHARES FOR EVERY TWO NEW SHARES HELD ON

THE OPEN OFFER RECORD DATE

Registered office: Wessex House, 5th Floor 45 Reid Street Hamilton HM12 Bermuda Principal place of business: Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong

註冊辦事處： Wessex House, 5th Floor 45 Reid Street Hamilton HM 12 Bermuda

主要營業地點： 香港中環 皇后大道中99號 中環中心22樓

按於公開發售記錄日期每持有兩股新股獲發五股發售股份之基準進行公開發售

APPLICATION FORM 申請表格

Name(s) and address(es) of the Qualifying Shareholder(s) 合資格股東姓名及地址

Application can only be made by the registered Qualifying Shareholder(s) named above.

認購申請僅可由名列上文已登記之合資格股東作出。

Please enter in Box D the number of Offer Shares applied for and the amount of remittance enclosed (calculated as the number of Offer Shares applied for multiplied by HK$0.087)

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Number of New Shares registered in your name on Friday, 22 April 2016
於二零一六年四月二十二日（星期五）以 閣下名義登記之新股數目
Box A
甲欄
Number of Offer Shares in your assured allotment subject to payment in full on
application by no later than 4:00 p.m. on Monday, 9 May 2016
閣下獲保證配發之發售股份數目（須在不遲於二零一六年五月九日（星期一）下午四
時正申請時繳足）
Box B
乙欄
Amount payable on assured allotment when applied in full
悉數申請認購保證配額時應繳款項
Box C HK$
丙欄 港元
Number of Offer Shares applied for
申請認購之發售股份數目
Remittance enclosed
Box D 隨附股款
丁欄 HK$
港元
Any payment for Offer Shares should be rounded DOWN to 2 decimal points.
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• 繳付發售股份之任何股款應向下調整至兩個小數點。

請於丁欄填寫所申請認購之發售股份數目及隨附之股款金額（以申請認購之發售股份數目乘以0.087港元計算）

You are entitled to apply for any number of Offer Shares which is equal to or less than your assured allotment shown in Box B above by filling in this Application Form. If you wish to apply for any Offer Share, you should complete and sign this Application Form and lodge the form together with the appropriate remittance for the full amount payable in respect of the Offer Shares applied for with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. All remittance(s) for application of Offer Shares under this Application Form must be in Hong Kong dollars and made payable to“ The Grande Holdings Limited (In Liquidation) – Open Offer Account” and crossed “Account Payee Only” and comply with the procedures set out overleaf.

閣下可透過填寫本申請表格申請認購相等於或少於上文乙欄所列 閣下獲保證配發之任何發售股份數目。 閣下如欲申請認購任何發售股份，應填妥及簽署本申請表格，並將表格連同就所申請認購發 售股份應繳之全數適當股款，一併交回本公司之香港股份過戶登記分處卓佳登捷時有限公司，地址為香港皇后大道東183號合和中心22樓。根據本申請表格申請認購發售股份之所有申請股款必須以港元 支付，且須註明抬頭人為「The Grande Holdings Limited (In Liquidation) – Open Offer Account 」及以「只准入抬頭人賬戶」方式劃線開出，並須遵循背頁所載手續。

THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(In Liquidation in Hong Kong)

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

(Stock Code: 186)

CONDITIONS

1. No receipt will be issued in respect of any application monies received.

2. Completion of this Application Form will constitute an instruction and authority by the applicant(s) to the Company and/or Tricor Tengis Limited or any person nominated by it for the purpose, on behalf of the applicant(s), to execute any registration of this Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the applicant(s) of the Offer Shares applied for or any lesser number in accordance with the arrangements described in the Prospectus.

3. The applicant(s) of the Offer Shares undertake to sign all documents and to do all other acts necessary to enable him/her/them to be registered as the holder(s) of the Offer Shares which he/she/they has/have applied for subject to the New Bye-Laws.

4. Your right to apply for the Offer Shares is not transferable.

5. The Company reserves the right to refuse any application for Offer Shares which does not comply with the procedures set out herein and in the Prospectus.

6. The Open Offer is conditional upon all conditions set out in the section headed “Conditions of the Open Offer” as set out in the Prospectus in particular, the Underwriting Agreement having become unconditional and not having been terminated by the Underwriter pursuant to the terms thereof on or before the Latest Time for Termination (see the section headed “Termination of the Underwriting Agreement” as set out in the Prospectus).

7. No person receiving a copy of the Prospectus and/or the Application Form in any territory outside Hong Kong may treat it as an offer or an invitation to apply for the Offer Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of any person receiving the Prospectus and/or the Application Form outside Hong Kong wishing to make an application for the Offer Shares to satisfy himself/herself/itself before subscribing for the assured allotted Offer Shares, as to the full observance of the laws and regulations of all relevant jurisdiction, including obtaining any governmental or other consents, and to pay any taxes and duties required to be paid in such jurisdiction in connection therewith. Completion and return of this Application Form by any person outside Hong Kong will constitute a warranty and representation by the relevant applicant(s) to the Company that all registration, legal and regulatory requirements of all relevant territories in connection with the acceptance of the Offer Shares have been duly complied with by such applicant(s). For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. If you are in any doubt as to your position, you should consult your professional advisers.

PROCEDURES FOR APPLICATION

You may apply for such number of Offer Shares which is equal to or less than your assured allotment set out in Box B by filling in this Application Form.

To apply for such number of Offer Shares which is less than your assured allotment, you must enter in Box D of this Application Form the number of Offer Shares for which you wish to apply and the total amount payable (calculated as the number of Offer Shares applied for multiplied by HK$0.087). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted, the applicant(s) will be deemed to have applied for such lesser number of Offer Shares for which full payment has been received.

If you wish to apply for the exact number of Offer Shares set out in Box B of this Application Form, this number should be inserted in Box D of this Application Form. If no number is inserted, you will be deemed to have applied for the number of Offer Shares for which full payment has been received.

This Application Form, when duly completed, to which the appropriate remittance should be stapled accordingly and folded once and must be lodged to Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:00 p.m. on 9 May 2016. All remittance(s) must be made in Hong Kong dollars and cheques must be drawn on an account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “The Grande Holdings Limited (In Liquidation) – Open Offer Account” and crossed “Account Payee Only”. Unless this Application Form together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form has been received by 4:00 p.m. on 9 May 2016, your right to apply for the Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing, the right to terminate the Underwriter’s obligations thereunder on the occurrence of certain events.

The Underwriter may terminate the Underwriting Agreement by notice in writing issued to the Company at or prior to the Latest Time for Termination if:

• (a) the occurrence of the following events would, in the reasonable opinion of the Underwriter, materially and adversely affect the success of the Open Offer, or the business, financial or trading position or prospects of the Group as a whole, or otherwise makes it inexpedient or inadvisable for the Company or the Underwriter to proceed with the Open Offer:

• (1) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation or application thereof); or

• (2) the occurrence of any local, national or international event, development or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement, of a political, financial, military, or economic nature or which constitute acts of God including acts of government, civil commotion, acts of war, acts of terrorism, strike, lock-out, fire, explosion and flooding; or

• (3) the commencement or taking by any third party of any litigation or claim or other action against any member of the Group which is or might be material to the Group taken as a whole; or

• (4) any change or development involving a prospective material change in taxation in Hong Kong or the implementation of exchange controls which shall or might materially affect the Group; or

• (5) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, imposition of economic sanctions, on Hong Kong, the PRC or other jurisdiction relevant to the business of the Group or any member of the Group and a change in currency conditions for the purpose of this Clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America).

• (b) the Company commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Underwriting Agreement of a material nature which would materially and adversely affect the success of the Open Offer; or

• (c) any statement contained in the Prospectus or the Circular has become or been discovered to be untrue, incorrect, incomplete or misleading in any material respect, or matters have arisen or have been discovered which would, if the Prospectus or the Circular was issued at the time, constitute a material omission therefrom.

Upon such notice referred to above being given, all obligations of the Underwriter under the Underwriting Agreement shall be released and discharged, and no party shall have any claim against the other party to the Underwriting Agreement, save for certain provisions, and for any antecedent breach of any obligation under the Underwriting Agreement.

If the Underwriting Agreement is terminated by the Underwriter at such time before the Latest Time for Termination but after the Underwriter has paid or procured payment to the Company of the aggregate Offer Price in respect of the Untaken Shares for which the Underwriter is obliged to subscribe or procure subscription, the Company shall not later than the end of the second Business Day after (but not including) the date of receipt of the notice of termination issued by the Underwriter, remit to the Underwriter such amount of aggregate Offer Price which it has received from the Underwriter. Pursuant to the Underwriting Agreement, the Underwriter is permitted to sub-underwrite part or all of its underwriting commitment.

CHEQUES AND BANKER’S CASHIER ORDERS

All cheques and banker’s cashier orders accompanying completed Application Form will be presented for payment upon receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and lodgment of the Application Form together with a cheque or banker’s cashier order in payment for the Offer Shares accepted will constitute a warranty by the applicant(s) that the cheque or banker’s cashier order will be honored on first presentation. Any application in respect of which the accompanying cheque or banker’s cashier order is dishonored on first presentation is liable to be rejected, and in that event the assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled.

STATUS OF THE OFFER SHARES

The Offer Shares will rank pari passu in all respects, including with regard to all rights to dividend, distributions, which may be declared, made or paid by the Company, voting and interest in capital, with such other and with the New Shares in issue as at the date of allotment and issue of the Offer Shares.

SHARE CERTIFICATES AND REFUND CHEQUES FOR THE OPEN OFFER

Subject to fulfilment of the conditions of the Open Offer, share certificates for all fully paid Offer Shares are expected to be posted to the Qualifying Shareholders who have successfully applied for, and paid for them, after the Latest Time for Termination, at their own risk. If the Open Offer is terminated, refund cheques will be despatched on or before 12 May 2016 by ordinary post at the respective Shareholders’ own risk. Subject to the conditions of the Open Offers and to the fulfilment of the other conditions to Resumption as described in the Prospectus and the Circular respectively, it is expected that the Offer Shares will be allotted and issued on 12 May 2016. You will receive one share certificate for all Offer Shares allotted to you.

GENERAL

Lodgement of this Application Form purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party (parties) lodging it to deal with the same and to receive relevant certificates of the Offer Shares.

This Application Form and any application for the Offer Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong.

THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(In Liquidation in Hong Kong)

（於香港清盤中）

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

（於開曼群島註冊成立並於百慕達繼續經營之有限公司）

(Stock Code: 186)

（股份代號：186）

To: The Grande Holdings Limited (In Liquidation in Hong Kong)

致： 嘉域集團有限公司（於香港清盤中）

Dear Sirs,

I/We, being the registered holder(s) of the New Shares stated overleaf, enclose a remittance** for the amount payable in full on application for the number of Offer Shares at a price of HK$0.087 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We accept the number of Offer Shares on the terms and conditions of the Prospectus dated 23 April 2016 and subject to the New Bye-Laws and I/we hereby undertake and agree to apply for the same or any lesser number of such Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send the share certificate(s) in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out overleaf and agree to be bound thereby.

By signing this form, I/we declare that I/we am/are (a) Qualifying Shareholder(s) and my/our application for the Offer Shares does not violate any applicable securities or other laws or regulations of any jurisdiction outside Hong Kong.

敬啟者：

本人╱吾等為背頁所列新股之登記持有人，現申請認購乙欄（或倘及僅倘已填妥丁欄，則丁欄）指定之發售股份數目，並附上按每股發售股份0.087港元之價格計算須於申請時繳足之全 數股款**。本人╱吾等謹此依照日期為二零一六年四月二十三日之發售章程所載之條款及條件，以及在新公司細則之規限下，接納有關數目之發售股份，而本人╱吾等謹此承諾並同意申 請認購相等於或少於與本申請有關之發售股份數目。本人╱吾等謹此授權 貴公司將本人╱吾等之姓名╱名稱列入股東名冊，作為上述有關數目或較少數目之發售股份之持有人，並授 權 貴公司將有關股票按背頁所示地址以普通郵遞方式寄予本人╱吾等，郵誤風險概由本人╱吾等自行承擔。本人╱吾等已細閱背頁所載各項申請條件及手續，並同意受其約束。 透過簽署本表格，本人╱吾等聲明本人╱吾等為不合資格股東，而本人╱吾等申請認購發售股份並無違反香港以外任何司法權區之任何適用證券或其他法律或法規。

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Contact telephone no.
聯絡電話號碼：
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Signature(s) of Qualifying Shareholder(s) (all joint Qualifying Shareholder(s) must sign) 合資格股東簽署 （所有聯名合資格股東均須簽署）

(1) (2) (3) Date 2016 日期：二零一六年 月 日 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下詳情：	(1) (2) (3) Date 2016 日期：二零一六年 月 日 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下詳情：	(1) (2) (3) Date 2016 日期：二零一六年 月 日 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下詳情：	(4)	(4)
Number of Offer Shares applied for (being the total number specified in Box D, failing which, the total number specified in Box B) 申請認購發售股份數目 （即丁欄所列明之總數， 如未有填妥，則乙欄所列明之總數）	Total amount of remittance (being the total amount specified in Box D, failing which, the total amount specified in Box C) 股款總額（即丁欄所列明之股款 總額，如未有填妥， 則丙欄所列明之股款總額）	Name of bank on which cheque/ banker’s cashier order is drawn 支票╱銀行本票之付款銀行名稱			Cheque/banker’s cashier order number 支票╱銀行本票號碼
	HK$ 港元

• ** Cheque or banker’s cashier order should be crossed “ Account Payee Only ” and made payable to “ The Grande Holdings Limited (In Liquidation) – Open Offer Account ” (see the section headed “ Procedures for Application ” on the reverse side of this form).

• ** 支票或銀行本票須以「 只准入抬頭人賬戶 」方式並以「 The Grande Holdings Limited (In Liquidation) – Open Offer Account 」為抬頭人劃線開出（詳情請參閱本表格背頁「 申請手 續 」一節）。

Valid application for such number of Offer Shares which is less than or equal to an applicant’s assured allotment will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for the number of Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Offer Shares. No receipt will be given for the remittance.

假設公開發售之條件獲達成，認購發售股份數目少於或相等於申請人獲保證配發之有效申請將獲全數接納。倘以上各欄內並無填上數目，則 閣下將 被視作申請認購已收款項所代表之發售股份數目。倘股款金額少於上欄所填數目之發售股份所需股款，則 閣下將被視作申請認購已收款項所代表 之發售股份數目。申請將被視作為申請認購完整之發售股份數目而作出。概不會就股款發出任何收據。