Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2021

Aug 12, 2021

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 extraordinary general meeting (the "Meeting") to be convened at 120 function room, 3/F, Nina Hotel Kowloon East, 38 Chong Yip Street, Kwun Tong, Hong Kong on Tuesday, 31 August 2021 at 11:00 a.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 120 function room, 3/F, Nina Hotel Kowloon East, 38 Chong Yip Street, Kwun Tong, Hong Kong on Tuesday, 31 August 2021 at 11:00 a.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 Resolution		For	Against
1.	To approve the share consolidation on the basis that every five (5) issued and unissued shares of the Company be consolidated into one (1) share of the Company ("Consolidated Share") and the number of the Consolidated Shares be rounded down to the nearest whole number by disregarding each and every fractional Consolidated Share which would otherwise arise therefrom (the "Share Consolidation") and other matters in relation to the Share Consolidation
Special Resolution		For	Against
2.	Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from "Union Asia Enterprise Holdings Limited" to "Hephaestus Holdings Limited" and the Chinese name of "客思控股有限公司" be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name of "萬亞企業控股有限公司" (the "Change of Company Name") with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company

Date this __ day of __ 2021

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 thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) 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 in respect of the relevant joint holding.
f This 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 (i.e. no later than 11:00 a.m. on Sunday, 29 August 2021 (Hong Kong time)) 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.
j For the purpose of determining shareholders' entitlements to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 26 August 2021 to Tuesday, 31 August 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with 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 4:00 p.m. on Wednesday, 25 August 2021.

PERSONAL INFORMATION COLLECTIONS 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 Meeting of the Company (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 authorized 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/Union Registrars Limited at the above address.