Esprit Holdings Limited — Proxy Solicitation & Information Statement 2025

Jul 21, 2025

敏捷控股

NIMBLE HOLDINGS

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 Annual General Meeting of the Company (the "AGM") to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 29 August 2025 at 4:00 p.m.

I/We

of (Note 3) 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 meeting or

of (Note 3)

to act as my/our proxy at the AGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 29 August 2025 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 AGM 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 AGM dated 21 July 2025 (the "AGM Notice"), which has also been incorporated into the circular of the Company dated 21 July 2025 (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.	To receive and adopt the audited consolidated financial statements, the directors’ report and the auditor’s report of the Company for the year ended 31 March 2025.
2.	(a)	(i) To re-elect Mr. Tan Bingzhao as an executive director of the Company.
		(ii) To re-elect Mr. Yan Guohao as an executive director of the Company.
		(iii) To re-elect Dr. Lin Jinying as an independent non-executive director of the Company.
	(b)	To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
3.	To re-appoint ZHONGHUI ANDA CPA Limited as the auditor and to authorise the directors of the Company to fix their remuneration.
4.	To grant a general mandate to the board of directors of the Company to issue, allot and deal with new shares of the Company.
5.	To grant a general mandate to the board of directors of the Company to repurchase issued shares of the Company.
6.	To extend the general mandate granted to the board of directors of the Company to issue, allot and deal with additional shares in the share capital of the Company by the total number of the shares repurchased by the Company.

Shareholder's signature (Notes 4 and 5):

Date: __ day of __ 2025

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 proxy form will be deemed to relate to all the shares in the share capital of the Company registered in your name(s). For the avoidance of doubt, holders of treasury shares (if any) have no right to vote at the Company's general meeting(s).
3. A shareholder entitled to attend and vote at the AGM 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 AGM 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.
4. In the case of joint holders of a share, either of such holders may vote at the AGM 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 AGM 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/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.
6. 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 AGM other than those referred to in the notice convening the AGM.
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 Investor Services 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 AGM or any adjournment thereof.
8. Any alterations made to this form of proxy should be initialed 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 AGM 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 AGM (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 Investor Services Limited at the above address.