Esprit Holdings Limited — Proxy Solicitation & Information Statement 2021

May 20, 2021

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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 Wednesday, 9 June 2021 at 4:00 p.m.

I/We

of of

[(Note 1)] being the registered holder(s)

[(Note 2)] ordinary share(s) of HK$0.01 each in the share capital of

the Company hereby appoint the Chairman of the meeting 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 Wednesday, 9 June 2021 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 each of the resolutions are set out in the notice of the SGM dated 21 May 2021 (the “ SGM Notice ”), which has also been incorporated into the circular of the Company dated 21 May 2021 (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 Resolutions	For	Against
1. THAT the sale and purchase agreement dated 7 April 2021 (the “Share Purchase Agreement”) entered into between Grande N.A.K.S Ltd., Sino Capital Resources Limited, Unijoy Limited and the Company, a copy of which is marked “A” and initialed by the chairman of the meeting for the purpose of identification, and the terms and conditions thereof, transactions contemplated thereunder and other agreements ancillary to the disposal of the entire issued share capital of Unijoy Limited (the “Disposal”), be and are hereby approved, confirmed and ratified.
2. THAT the authorisation to any one of the directors of the Company (the “Directors”), or any other person authorised by the board of Directors (the “Board”) from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or they may in his or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Share Purchase Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Share Purchase Agreement or the transactions contemplated thereunder be and are hereby approved, confirmed and ratified.

Shareholder’s signature[(Note 4 and 5)] : Dated the day of 2021 Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

2. 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 meeting or” and insert the name and address of the person appointed proxy in the space provided.

3. 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 are 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.

4. 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.

5. 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.

6. 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 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.

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

8. 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 (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 and any such request should be in writing by mail to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at the above address.