Esprit Holdings Limited — Proxy Solicitation & Information Statement 2016

Mar 8, 2016

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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)

Form of proxy for use by shareholders of The Grande Holdings Limited (In Liquidation in Hong Kong) (the “Company”) at the Special General Meeting to be held at 10:00 a.m. on Friday, 1 April 2016, at Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong.

I/We[(note 1)]

of

being the holder(s) of

[(note 2)] shares of HK$0.10 each of

the Company hereby appoint the Chairman of the meeting or

of (note 3)

to act as my/our proxy at the Special General Meeting of the Company to be held on 1 April 2016 and at any adjournment thereof and to vote on my/our behalf on the resolutions as set out in the SGM Notice (as defined below) summarised below as directed below.

The full text of each of the resolutions are set out in the notice of the special general meeting dated 9 March 2016 (the “SGM Notice”), which has also been incorporated into the circular of the Company dated 9 March 2016 (the “Circular”). Unless otherwise stated, capitalized terms used in the Circular have the same meanings when used in this proxy form.

Please indicate with an “X” in the spaces provided how you wish the proxy to vote on your behalf.

			For	Against
Special	Resolutions
1.	To	approve the Capital Reorganisation
2.	To	approve the adoption of the New Bye-Laws
Ordinary		Resolutions
1.	To	approve the Creditor Schemes of Arrangement
2.	To	approve the Open Offer
3.	To	elect the following persons as Directors in each case with effect from the date of Resumption:
	(1)	Mr Manjit Singh Gill as a director of the Company
	(2)	Mr Duncan Hon Tak Kwong as a director of the Company
	(3)	Mr James Mailer as an independent non-executive director of the Company
	(4)	Mr Kenneth Deayton as an independent non-executive director of the Company
	(5)	Mr Chen Xiaoping as an independent non-executive director of the Company
	To	re-elect the following persons as Directors in each case with effect from the date the relevant
	resolution is passed at the SGM:
	(6)	Mr Tang Hoi Nam as a director of the Company
	(7)	Mr Eduard William Rudolf Helmuth Will as a director of the Company

Shareholder’s Signature:[(Notes 4 and 5)]

Dated the

day of

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. A shareholder entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend. A proxy need not be a member of the Company. If any proxy other than the Chairman of the SGM is appointed, delete the words “the Chairman of the SGM or” and insert the name and address of the person appointed proxy in the space provided.

4. In the case of joint holders of a share, either of such holders may vote at the SGM personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the SGM personally or by proxy, that one of said holders so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. This form of proxy must be signed by the appointor, or his attorney duly authorised in writing, or if such appointor is a corporation, either under seal or under the hand of an officer or attorney so duly authorised.

6. If this form is returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion. The proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to in the notice convening the SGM.

7. In order to be valid, this form of proxy together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that authority must be deposited with the Company’s branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

8. Any alterations made to this form should be initialled by the person who signs it.