GBA Holdings Limited — Proxy Solicitation & Information Statement 2019

Jul 25, 2019

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

FORM OF PROXY

Form of proxy for use at the special general meeting (the ‘‘SGM’’) of Greater Bay Area Investments Group Holdings Limited (the ‘‘Company’’) to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Monday, 19 August 2019 at 10:30 a.m. (or at any adjourned meeting thereof)

I/We[1]

of

being the registered holder(s) of[2]

share(s) of HK$0.01 each

in the share capital of the Company (the ‘‘Share(s)’’), HEREBY APPOINT[3]

of

or failing him/her, the chairman of the SGM, to attend and act for me/us as my/our proxy at the SGM (or at any adjourned meeting thereof) to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Monday, 19 August 2019 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the SGM and at the SGM (or at any adjourned meeting thereof) to vote for me/us and on my/our behalf in respect of the said resolutions as hereinunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	SPECIAL RESOLUTION4	SPECIAL RESOLUTION4	FOR5	AGAINST5
	1.	To approve the proposed Capital Reorganisation which comprises the Share Consolidation, the Capital Reduction, the Credit Transfer and the Capital Increase.
	ORDINARY RESOLUTION4		FOR5	AGAINST5
	1.	To approve the proposed Change in Board Lot Size.

Dated: Signature[6] : Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of the Share(s) registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Share(s) registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. The description of the resolutions is by way of summary only. The full text of all the resolutions appears in the notice of the SGM dated 26 July 2019.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK(P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES ‘‘FOR’’ AND SOME OF YOUR VOTES ‘‘AGAINST’’ A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. Thiscommonformsealof proxyor undermustthebehandsignedof anby officeryou or oryourattorneyattorneydulydulyauthorisedauthorisedoninthatwritingcorporationor, in the’s behalf.case of a corporation, must be either executed under its

7. In the case of joint registered holders of any Share(s), any one of such persons may vote at the SGM or at any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM or at any adjourned meeting thereof (as the case may be) in person or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

8. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certifiedLevel 54,copyHopewellthereof,Centre,must 183be depositedQueen’s Roadat theEast,branchHongshareKongregistrarnot laterandthantransfer48 hoursofficebeforeof thetheCompanytime appointedin HongforKong,holdingTricorthe SGMTengis(i.e.Limitednot laterat than 10:30 a.m. on Saturday, 17 August 2019 (Hong Kong time)) or any adjourned meeting thereof (as the case may be).

9. If you are holder of two or more Shares, you may appoint not more than two proxies (or, in the case of a recognised clearing house, may appoint number of proxy(ies) not more than the number of Share(s) held by it) to attend the SGM. A proxy need not be a shareholder of the Company but must attend the SGM or any adjourned meeting thereof (as the case may be) in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the SGM or at any adjourned meeting thereof (as the case may be) should you so wish. If you attend and vote at the SGM or at any adjourned meeting thereof (as the case may be) in person, the authority of your proxy will be revoked.

11. Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 26 July 2019, unless the context requires otherwise.