Esprit Holdings Limited — Proxy Solicitation & Information Statement 2021

May 20, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> picture [100 x 33] intentionally omitted <==

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 SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ SGM ”) 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 Wednesday, 9 June 2021 at 4:00 p.m. to consider and, if thought fit, approve, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) 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; and

1

• (b) 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.”

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 SGM is difficult to predict.

In the event that the COVID-19 pandemic situation deteriorates and requires the date and venue of the SGM 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 SGM (if any) published on the websites of the Company and the Stock Exchange before attending the SGM.

Shareholders are advised to read the information in the circular of the Company dated 21 May 2021 for “Precautionary Measures for Special General Meeting”.

By order of the Board

Nimble Holdings Company Limited Tan Bingzhao

Chairman

Hong Kong, 21 May 2021

2

Notes:

1. Any member 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 instead of him/her. A proxy need not be a member of the Company.

2. In order to be valid, a proxy form together with a power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at 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 above meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a member of the Company from attending and voting in person at the above meeting if he/she is subsequently able to be present and, in such event, the proxy form shall be deemed to be revoked.

3. A proxy form 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.

4. In the case of joint holders of any share, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such share 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 any such share.

5. On a poll, every member 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.

6. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 4 June 2021 to Wednesday, 9 June 2021, both days inclusive, in order to determine the identity of the members 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 Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Thursday, 3 June 2021.

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

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

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Tan Bingzhao and Mr. Deng Xiangping; and three independent non-executive Directors, namely, Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.

3