Honbridge Holdings Limited — Proxy Solicitation & Information Statement 2018

Jun 13, 2018

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HONBRIDGE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8137)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 JUNE 2018 (OR ANY ADJOURNMENT THEREOF)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

shares of HK$0.1 each in the share capital of Honbridge Holdings Limited

(the ‘‘Company’’) hereby appoint the Chairman of the Meeting or[(Note][3)] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held at Unit 5402, 54th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 29 June 2018 at 10:00 a.m. (or any adjournment thereof) on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:

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ORDINARY RESOLUTIONS For [(see] [Note] [4)] Against [(see] [Note] [4)]
1. THAT:
(a) the First Sales Agreement, the Revised Annual Caps under the First Sales
Agreement and the transactions contemplated thereunder be and are hereby
approved, confirmed and ratified;
(b) the board of directors of the Company be and is hereby generally and
unconditionally authorised to do all such acts and things and execute all such
documents and to take all such steps as it considers necessary or expedient or
desirable in connection with or to give effect to paragraph (a) of this resolution
and to implement the transactions contemplated thereunder and to agree to such
variation, amendments or waivers of matters relating thereto as are, in the opinion
of the board of directors of the Company, in the interest of the Company; and
(c) all previous acts done and documents executed by any director of the Company to
give effect to or in connection with the First Sales Agreement, the Revised Annual
Caps under the First Sales Agreement and the transactions contemplated
thereunder be and are hereby approved, confirmed and ratified.
2. THAT:
(a) the Second Sales Agreement, the Revised Annual Caps under the Second Sales
Agreement and the transactions contemplated thereunder be and are hereby
approved, confirmed and ratified;
(b) the board of directors of the Company be and is hereby generally and
unconditionally authorised to do all such acts and things and execute all such
documents and to take all such steps as it considers necessary or expedient or
desirable in connection with or to give effect to paragraph (a) of this resolution
and to implement the transactions contemplated thereunder and to agree to such
variation, amendments or waivers of matters relating thereto as are, in the opinion
of the board of directors of the Company, in the interest of the Company; and
(c) all previous acts done and documents executed by any director of the Company to
give effect to or in connection with the Second Sales Agreement, the Revised
Annual Caps under the Second Sales Agreement and the transactions contemplated
thereunder be and are hereby approved, confirmed and ratified.
Date this day of , 2018 Signed [(see] [Note] [5)]
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Notes:

1. Full name(s) and address(es) to be inserted in the BLOCK CAPITALS. The name of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting or’’ and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialled by the person who signs it.

4. IMPORTANT:marked ‘‘AGAINSTIf you’’. Failurewish totovotecompletefor anytheresolutions,boxes will tickentitletheyourappropriateproxy toboxescast hismarkedvotes ‘‘atFORhis ’’discretion.. If you wish to vote against any resolutions, tick the appropriate boxes

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

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in persons or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.

7. ToCompanybe valid,’s Sharethis proxyRegistrar,formUnionand theRegistrarspower ofLimitedattorneyat Suitesor other3301authority–04, 33rd(if Floor,any) underTwo whichChinachemit is signedExchangeor aSquare,notarially338 certifiedKing’s Road,copy NorththereofPoint,must Hongbe depositedKong notat lessthe than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.