Esprit Holdings Limited — Proxy Solicitation & Information Statement 2023

May 2, 2023

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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 Tuesday, 23 May 2023 at 11:00 a.m.

I/We of of hereby appoint the Chairman of the meeting or of

(Note 1) being the registered holder(s) (Note 2) original share(s) of HK$0.1 each in the share capital of the Company

(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 Tuesday, 23 May 2023 at 11:00 a.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.

Thethe circularfull textofoftheeachCompanyof the resolutionsdated 2 Mayare 2023set out(thein “the Circular notice”).of Unlessthe SGMotherwisedated 2 Maystated,2023capitalised(the “ SGM terms Notice used”),in whichthe Circularhas alsohavebeentheincorporatedsame meaningsinto 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 THAT (a) the sale and purchase agreement dated 19 January 2023 (the “ Agreement ”) entered into between Guangzhou Ruihua Property Development Company Limited* (廣州市瑞華物業發展有限公 司) and Guangzhou Minjun Real Estate Co., Limited* (廣州敏駿房地產有限公司), as supplemented by the supplemental agreement dated 21 April 2023, and the terms and conditions thereof, transactions contemplated thereunder and other agreements ancillary to the disposal of the entire issued share capital of Ningbo Ruizhi Real Estate Development Company Limited* (寧波市瑞智房 地產開發有限公司anyboardoneof ofDirectorsthe directors)(thebe and“ Board ofarethe”)herebyCompanyfrom approved,time(theto time,“ Directors confirmedfor and”),andonorbehalfratified;any otherof andtheperson(b)Company,theauthorisedauthorisationamongbyothertheto 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 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 Agreement or the transactions contemplated thereunder be and are hereby approved, confirmed and ratified.

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

Date:Notes:1.	day ofFull name(s) and address(es) to b	2023e 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 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.

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 17/F, Far East Finance Centre, 16 Harcourt Road, 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

Yourappointmentsupply ofof ayourproxyand(oryourproxies)proxy’sand(oryourproxies’)votingname(s)instructionsand address(es)for the SGMis (theon a “voluntary Purposes ”).basisWeformaythetransferpurposeyourof processingand your proxy’syour request(or proxies’)for the 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.

• For identification purpose only