Legend Upstar Holdings Limited — Proxy Solicitation & Information Statement 2021

Mar 12, 2021

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 459)

Proxy Form for Use at Extraordinary General Meeting

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] the Chairman of the Meeting or [(Note][3)] of

shares of HK$0.1 each of Midland IC&I Limited (the “ Company ”) hereby appoint

as my/our proxy, to act for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Thursday, 1 April 2021 at 11:30 a.m. and at any adjournment thereof and in particular (but without limitation) to attend the EGM and to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the EGM as indicated below or, if no such indication is given, as my/our proxy thinks fit.

• ORDINARY RESOLUTION FOR [(Note][4)] AGAINST [(Note][4)]

• (a) To approve, ratify and confirm the entering into of the cross referral services framework agreement (2021) (the “ Cross Referral Services Framework Agreement (2021) ”) between the Company and Midland Holdings Limited and the transactions contemplated thereunder and in connection therewith and any other documents ancillary to it;

• (b) To approve, ratify and confirm the proposed annual caps as contemplated under the Cross Referral Services Framework Agreement (2021); and

• (c) To authorize any director(s) of the Company, for and on behalf of the Company, to do all acts and things and execute any agreements, deeds, instruments and any other documents, as he/she/they may determine to be appropriate, necessary or desirable to give effect to or in connection with the Cross Referral Services Framework Agreement (2021) and the transactions contemplated thereunder.

Dated	thisday of2021Signature (Note 5)
Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to be related to all the
	shares of the Company registered in your name(s).
3.	If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in
	the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED
	BY THE PERSON(S) WHO SIGN(S) IT.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE
	AGAINST A RESOLUTION, PLEASE TICK (“✓”) IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick (“✓”) either box of a resolution will entitle your proxy
	to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion or to abstain from voting on any resolution properly put to the EGM other than those
	referred to in the notice convening the EGM.
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 either executed under its common seal or under the
	hand of an officer or attorney duly authorised.
6.	In order to be valid, the completed proxy form must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 54,
	Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of
	attorney or authority, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
7.	Where there are joint holders of any share any one of such joint holder 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 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 of members of the Company in respect of
	the joint holding.
8.	A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or (if he is a holder of two or more shares) more than one proxy to attend and vote in
	his stead. A proxy need not be a member of the Company.
9.	Completion and deposit of the proxy form will not preclude you from attending and voting at the EGM and at any adjournment if you so wish.
10.	Please refer to the full text of the resolution as set out in the notice of the EGM dated 15 March 2021.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ”Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Tengis Limited (the address stated in note 6 above).

• For identification purpose only