Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2019

May 29, 2019

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8173)

PROXY FORM

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 24 JUNE 2019 AT 11:30 A.M. (OR AT ANY ADJOURNMENT THEREOF)

I/We, (Note 1)
of
being
the registered holder(s) of (Note 2)
shares of HK$0.08 each in capital of Union Asia Enterprise Holdings Limited (the "Company"), hereby appoint (Note 3) the chairman of the EGM (as defined below) or
of
or failing him,
of
to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Room 302, 3/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong, on Monday, 24 June 2019 at 11:30 a.m., or at any adjournment thereof (the "EGM") on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy or proxies think(s) fit. My/our proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than the undermentioned resolutions:

Unless otherwise indicated, capitalisation terms used herein shall have the meanings as those defined in the circular of the Company dated 29 May 2019.

SPECIAL RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
1.	To approve the Capital Reorganisation.
ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
2.	To approve, ratify and confirm the Underwriting Agreement, the Share Offer (including but not limited to the allotment and issue of the Offer Shares) and the transactions contemplated thereunder.
3.	To approve, ratify and confirm the Creditors Schemes (including but not limited to the allotment and issue of the Creditors Shares) and the transactions contemplated thereunder.
4.	To approve, ratify and confirm the Acquisition Agreement (including but not limited to the allotment and issue of the Consideration Shares), the Restructuring Framework Agreement and the transactions contemplated thereunder.
5.	To approve, ratify and confirm the Investor Loan Capitalisation (including but not limited to the allotment and issue of the Capitalisaiton Shares) and the transactions contemplated thereunder.
6.	To approve the Special Deal and the transactions contemplated thereunder.
7.	(a) To approve the appointment of the following persons as Directors with effect from Completion:
	(i) Mr. Chan Norman Enrique as an executive Director;
	(ii) Mr. Lee Alex Kam-fai as an executive Director;
	(iii) Mr. Kwong U Hoi Andrew as an independent non-executive Director;
	(iv) Mr. Wong Jonathan as an independent non-executive Director; and
	(v) Mr. Chi Chi Hung Kenneth as an independent non-executive Director.
	(b) To authorise the Board to fix the remuneration of the Directors.
SPECIAL RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
8.	To approve the Whitewash Waiver.
9.	To approve and adopt the second amended and restated memorandum and articles of association of the Company.

Dated the __ day of __ 2019
Signature (Note 5)

Notes:
(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
(2) Please insert the number of shares of the Company registered in your name(s). If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).
(3) If any proxy other than the chairman of this meeting is preferred, please strike out "chairman of the EGM (as defined below) or" and insert the name and address of the proxy desired in the space provided. Any alternation made to this form of proxy must be initialed by the person who signs it.
(4) Please indicate with an "X" in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
(5) This form of proxy must be signed by you or your attorney duly authorised in writing or, if the appointor is a corporation, must be either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
(6) In the 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 the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(7) 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 certified copy of such power or authority must be delivered to the Company's share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, and in default thereof this form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
(8) A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you.
(9) Completion and deposit of the proxy form will not preclude you from attending and voting at the EGM if you wish.
(10) The full text of the resolutions appear in the notice convening the extraordinary general meeting of the Company dated 29 May 2019.