Harbour Equine Holdings Limited — Proxy Solicitation & Information Statement 2023

Jan 11, 2023

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HARBOUR EQUINE HOLDINGS LIMITED 維港育馬控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8377)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 8 FEBRUARY 2023

I/We [(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of HARBOUR EQUINE HOLDINGS LIMITED (the “ Company ”), HEREBY APPOINT the chairman of the meeting [(Note] 3) of the Company, or (name) of (address)

as my/our proxy to attend, speak, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ EGM ”) (or at any adjournment thereof) to be held at 10/F, Aubin House, 171−172 Gloucester Road, Wan Chai, Hong Kong on Wednesday, 8 February 2023 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM (the “ Notice ”) and at such EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Please tick (“ ”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

						ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
			1.		A.	To consider and approve the adoption of the New Share Option Scheme (as defined in the
						Notice) and the termination of the Existing Share Option Scheme (as defined	in the Notice).
					B.	To consider and approve the adoption of the sublimit on the total number of shares (the
						“Shares”) of the Company that may be issued in respect of all options and awards to be
						granted to service providers under all the share schemes of the Company of 1% of the total
						number of Shares in issue on the date of approval of the New Share Option Scheme.
						SPECIAL RESOLUTION		FOR(Note 4)	AGAINST(Note 4)
			2.		To	consider and approve the proposed amendments (the “Proposed Amendment”) to the existing
					memorandum of association and existing articles of association of the Company		and to adopt the
					amended and restated memorandum of association and the amended and restated articles of
					association of the Company in substitution for and the exclusion of, the existing		memorandum of
					association and existing articles of association of the Company respectively.
		*	Please refer to the Notice for the full text of the resolutions.
		Dated			this	day of2023.Signature(s) (Note 5)

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated. 3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote instead of him and a proxy so appointed shall have the same powers on behalf of the shareholder of the Company which a proxy represent. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.

4. This form of proxy shall be in writing under the hand of the appointor or of his/her attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

6. In order to be valid, this form of proxy, together with the 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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the EGM (i.e. at or before 2:00 p.m. on Monday, 6 February 2023) or any adjournment thereof.

7. Completion and delivery of the form of proxy will not preclude a member from attending and voting at the EGM if he/she/it so wishes.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourEGMproxy’sof the(orCompanyproxies’)(thename(s)“ Purposes and address(es)”). We mayis transferon a voluntaryyour andbasisyourforproxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy or(orthird-partyproxies) andserviceyour provider who provides administrative, computer, and other services to us 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) or address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies’) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited at the above address.