Esprit Holdings Limited — Proxy Solicitation & Information Statement 2019

Sep 18, 2019

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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)

Form of proxy for use by shareholders of Nimble Holdings Company Limited (the ‘‘Company’’) at the Special General Meeting of the Company (the ‘‘SGM’’) to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 10 October 2019 at 4:00 p.m.

I/We,

of (Note 1) being the registered holder(s) of (Note 2) ordinary share(s) of HK$0.01 each in the share capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE SGM or of (Note 3)

to act as my/our proxy at the SGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 10 October 2019 at 4:00 p.m. and at any adjournment thereof and to vote on my/our behalf, as directed below, on the resolutions set out in the SGM Notice (as defined below) and which have been summarised below.

The full text of the resolution is set out in the notice of the SGM dated 19 September 2019 (the ‘‘SGM Notice’’), which has also been incorporated into the circular of the Company dated 19 September 2019 (the ‘‘Circular’’). Unless otherwise stated, capitalised terms used in the Circular have the same meanings when used in this form of proxy.

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

Ordinary Resolution For Against

1. To approve the Capital Increase Agreement and all transactions contemplated thereunder as set out in the SGM Notice.

Shareholder’s Signature (Notes 4 and 5):

• Dated the day of 2019 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) to which the proxy relates; 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).

• 1. A shareholder entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. 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.
• 1. 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/she 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.
• 1. This form of proxy must be signed by the appointor, or his/her 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.
• 1. If this form of proxy is returned duly signed but without a specific direction, the proxy will vote or abstain at his/her discretion. The proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than those referred to in the notice convening the SGM.
• 1. 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 certified copy of that authority must be deposited with the Company’s Hong Kong share registrar and transfer office, 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 SGM or any adjournment thereof (as the case may be).
• 1. Any alterations made to this form of proxy should be initialled by the person who signs it. 9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof if you so wish. In such event, this form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’）name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the SGM of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’）name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’）name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486, the Laws of Hong Kong) and any such request should be in writing by mail to Tricor Tengis Limited at the above address.