HKBN Ltd. — Proxy Solicitation & Information Statement 2016

Feb 29, 2016

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 1310

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

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

I/We[2]

of

being the registered holder(s) of ordinary shares of HK$0.0001 each in the abovenamed company (the “Company”) HEREBY APPOINT[3] the Chairman of the meeting, or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong at 10:00 a.m. on Wednesday, 16 March 2016 (or any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTION		FOR4		AGAINST4
	To approve and confirm the following:-
	1.the purchase of the entire issued share capital in Concord Ideas Ltd. and Simple Click
	Investments Limited by HKBN Group Limited (“HKBNGL”), a subsidiary of the Company
	(the “Acquisition”), pursuant to the terms and conditions of the share purchase agreement
	dated 18 February 2016 among the Company, HKBNGL, New World Development Company
	Limited and New World Telephone Holdings Limited (the “Share Purchase Agreement”) be
	and is hereby	approved;
	2.the entry into	of the Share Purchase Agreement by the Company and HKBNGL and the
	performance of their respective obligations under the Share Purchase		Agreement be and are
	hereby approved, ratified and confirmed; and
	3.the board of directors of the Company (or any committee established by the board) be and
	is hereby authorised to arrange for the execution of such documents and the taking of such
	actions by the Company or any of its subsidiaries as the board (or		such committee) may
	consider necessary or desirable to be entered into or taken in connection with the Acquisition.

Dated this day of

2016

Signature(s)[5]

Notes:

1. Please insert the number of shares 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 shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting,” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK ( � ) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK ( � ) IN THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

6. 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 of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be).

7. In the case of joint holders of a share if more than one of such joint holder be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting or any adjournment of such meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.