HKBN Ltd. — Proxy Solicitation & Information Statement 2019

Nov 20, 2019

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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 WOW Land, 16th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong at 10:30 a.m. on Thursday, 12 December 2019 (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	FOR4	AGAINST4	AGAINST4
	1.	To	approve and confirm:
		(a)	the purchase of the entire issued share capital in Jardine OneSolution Holdings (C.I.) Limited,
			Adura Hong Kong Limited and Adura Cyber Security Services Pte Ltd by HKBN		Group
			Limited (“HKBNGL”), a subsidiary of the Company (the “Proposed Acquisition”), pursuant
			to the terms and conditions of the share purchase agreement dated 23 August 2019		by and
			among HKBNGL, Metropolitan Light Company Limited (“MLCL”),	JTH (BVI) Limited and
			Jardine Technology Holdings Limited (the “Share Purchase Agreement”) be and is		hereby
			approved;
		(b)	the entering into of the Share Purchase Agreement by HKBNGL and MLCL and the
			performance of their respective obligations under the Share Purchase Agreement be and are
			hereby approved, ratified and confirmed; and
		(c)	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 Proposed
			Acquisition.
	Dated	this	day of2019

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.

3. 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.

4. 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.

5. ToHongbe Kongvalid, branchthis formshareof proxy,registrar,togetherComputersharewith the powerHong ofKongattorneyInvestoror otherServicesauthorityLimited,(if any)at 17MunderFloor,whichHopewellit is signedCentre,or a183certifiedQueen’scopyRoadof suchEast,powerWanchai,or authority,Hong Kongmust(thebe“deposited Address ”)atnotthelessCompany’sthan 48 hours before the time for holding the meeting or adjourned meeting (as the case may be).

6. In the case of joint holders, 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 of member of the Company.

7. 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.

“ PERSONAL INFORMATION COLLECTION STATEMENT

Yourfor thesupplyMeetingof yourof theandCompanyyour proxy’s(the “(or Purposes proxies’)”). Wename(s)may andtransferaddress(es)your andis youron a proxy’svoluntary(orbasisproxies’)for thename(s)purposeandof address(es)processing yourto ourrequestagent,forcontractor,the appointmentor third ofpartya proxyservice(orproviderproxies)whoand providesyour votingadministrative,instructions 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/Computershare Hong Kong Investor Services Limited at the Address.”