Honbridge Holdings Limited — Proxy Solicitation & Information Statement 2024

Nov 21, 2024

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HONBRIDGE HOLDINGS LIMITED 洪 橋 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8137)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 9 DECEMBER 2024 (OR ANY ADJOURNMENT THEREOF)

I/We[(Note][1)]

of

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

shares of HK$0.001 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 Monday, 9 December 2024 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:

		ORDINARY RESOLUTIONS*	For (Note 4)	Against (Note 4)
1.	‘‘THAT:
	(a)	the subscription agreement dated 13 October 2024 (the ‘‘Subscription Agreement I’’)
		entered into between the Company and Hong Bridge Capital in relation to the allotment
		and issue of 4,500,000,000 new ordinary shares of HK$0.001 each in the share capital
		of the Company to Hong Bridge Capital at the subscription price of HK$0.08 per
		Subscription Share and the transaction contemplated thereunder be and are hereby
		approved, confirmed and ratified;
	(b)	conditional upon the Listing Committee of the Stock Exchange granting and not having
		withdrawn or revoked the approval for the listing of, and permission to deal in the
		Subscription Shares, the Directors be and are hereby granted a specific mandate to allot
		and issue the Subscription Shares in accordance with the terms of the Subscription
		Agreement I, provided that this specific mandate shall be in addition to, and shall not
		prejudice nor revoke any existing or such other general or specific mandates which may
		from time to time be granted to the Directors prior to the passing of this resolution; and
	(c)	any one of the Directors be and is hereby authorised to take any action and execute
		such other documents as he/she considers necessary, desirable or expedient to carry out
		or give effect to or otherwise in connection with the Subscription Agreement I and the
		transaction contemplated thereunder, including, without limitation, the allotment and
		issue of the Subscription Shares under the relevant specific mandate.’’
2.	‘‘THAT:
	(a)	the subscription agreement dated 13 October 2024 (the ‘‘Subscription Agreement II’’)
		entered into between the Company and Mr. Xu in relation to the allotment and issue of
		200,000,000 new ordinary shares of HK$0.001 each in the share capital of the
		Company to Mr. Xu at the subscription price of HK$0.08 per Subscription Share and
		the transaction contemplated thereunder be and are hereby approved, confirmed and
		ratified;
	(b)	conditional upon the Listing Committee of the Stock Exchange granting and not having
		withdrawn or revoked the approval for the listing of, and permission to deal in the
		Subscription Shares, the Directors be and are hereby granted a specific mandate to allot
		and issue the Subscription Shares in accordance with the terms of the Subscription
		Agreement II, provided that this specific mandate shall be in addition to, and shall not
		prejudice nor revoke any existing or such other general or specific mandates which may
		from time to time be granted to the Directors prior to the passing of this resolution; and
	(c)	any one of the Directors be and is hereby authorised to take any action and execute
		such other documents as he/she considers necessary, desirable or expedient to carry out
		or give effect to or otherwise in connection with the Subscription Agreement II and the
		transaction contemplated thereunder, including, without limitation, the allotment and
		issue of the Subscription Shares under the relevant specific mandate.’’

• The full text of the above resolutions are set out in the notice of the Meeting. For further details, please refer to circular of the Company dated 22 November 2024 (the ‘‘Circular’’). Capitalised terms defined herein shall have the same meaning ascribed to them in the Circular.

Signed[(Note][5)] :

Date this

day of

2024

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 proxy 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 proxy form must be initialled by the person who signs it.

4. IMPORTANT: If you wish to vote for any resolutions, tick the appropriate box marked ‘‘FOR’’. If you wish to vote against any resolutions, tick the appropriate box marked ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to cast his votes at his discretion.

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 case of joint shareholdings, any one of the joint shareholders may vote at the Meeting, either in person or by proxy, in respect of the joint shareholding as if he/she were solely entitled thereto, but if more than one of such joint shareholders be present at the Meeting, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(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 joint shareholding.

7. To be valid, this proxy form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33rd Floor, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less 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 proxy form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.

PERSONAL INFORMATION COLLECTION 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.