Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2020

Jun 26, 2020

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)

Form of proxy for use by the shareholders of Union Asia Enterprise Holdings Limited (the "Company") at the annual general meeting (the "Meeting") to be convened at Pacific Room 2/F, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 7 August 2020 at 3:00 p.m. (or any adjournment thereof).

I/We (Note a) of

being the registered holder(s) of (Note b) ordinary shares (each a "Share") of HK$0.0001 each of the Company hereby appoint the chairman (the "Chairman") of the Meeting or

of

to attend and act as my/our proxy (Note c) at the Meeting to be held at Pacific Room 2/F, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 7 August 2020 at 3:00 p.m. or any adjournment thereof and to vote on my/our behalf as indicated below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (Note d).

Ordinary Resolutions		For	Against
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditor for the year ended 31 March 2020.
2.	(a) To re-elect Mr. Chan Norman Enrique as executive Director;
	(b) To re-elect Mr. Lee Alex Kam-fai as executive Director;
	(c) To re-elect Mr. Kwong U Hoi Andrew as independent non-executive Director;
	(d) To re-elect Mr. Wong Jonathan as independent non-executive Director;
	(e) To re-elect Mr. Chi Chi Hung Kenneth as independent non-executive Director; and
	(f) to authorise the board of Directors to fix the Directors’ remuneration.
3.	To re-appoint RSM Hong Kong, as the auditors of the Company and to authorise the board of Directors to fix their remuneration.
4.	To grant a general and unconditional mandate to the Directors to issue ordinary Shares.
5.	To grant a general and unconditional mandate to the Directors to repurchase the Company’s own Shares.
6.	To extend the Share issue mandate granted to the Directors.
7.	To approve the refreshment of the scheme mandate limit under the share option scheme of the Company.

Date this __ day of __ 2020

Shareholder’s Signature(s) _________ (Notes e, f, g and h)

Notes:

a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint holders should be completed.

b 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 in the capital of the Company registered in your name(s).

c A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

d If you wish to vote for any of the resolutions set out above, please tick (✓) the boxes marked “For”. If you wish to vote against any resolutions, please tick (✓) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

e In the case of a joint holding, this form of proxy may be signed by any joint holder, and any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereof, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

f The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

g 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 deposited at the Company’s share registrar and transfer office 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 later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

h Any alteration made to this form should be initialled by the person who signs the form.

i Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.