Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Sep 8, 2021

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RISECOMM GROUP HOLDINGS LIMITED 瑞斯康集團控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1679) Number of

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

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 29 SEPTEMBER 2021

I/We[(Note][2)]

of

being the registered holder(s) of

shares in the issued share capital of Risecomm Group Holdings Limited (the ‘‘Company’’)

[3)] hereby appoint the Chairman of the meeting[(Note] or

of

proxyas my/ourthinksproxyfit, atto theattend,extraordinaryact and votegeneralfor me/usmeetingand(theon my/our‘‘EGM’’behalf) of thein Companyrespect oftotheberesolutionheld at Unitsas indicated5906–12,below59/F,or,Theif Center,no indication99 Queenis given,’s RoadasCentral,my/our Hong Kong on Wednesday, 29 September 2021 at 10:30 a.m. (and at any adjournment thereof).

Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

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ORDINARY RESOLUTION FOR AGAINST
1. (a) To approve, confirm and ratify the Second Amendment and Extension Agreement dated 13
August 2021 entered into between the Company and Software Research Associates, Inc. as
holder of the Convertible Bonds in the principal amount of HK$150,000,000 issued by the
Company on 13 August 2018 in relation to the further extension of the maturity date of the
ConvertibleAgreement havingBonds tobeen13 producedAugust 2022to the(a copyEGMofandthe markedSecond ‘‘AmendmentA’’ and initialledand Extensionby the
chairman of the EGM for the purpose of identification), and the transactions contemplated
thereunder (including but not limited to the Second Proposed Amendment);
(b) To grant the specific mandate to the directors of the Company to allot and issue the
conversion shares upon exercise of the conversion rights attached to the Convertible Bonds
in accordance with the terms and conditions of the Convertible Bonds as amended by the
Second Amendment and Extension Agreement; and
(c) To authorise any one or more directors of the Company to sign, execute, perfect, deliver and
do all such documents, deeds, acts, matters and things, as the case may be, as they may in
their discretion consider necessary, desirable or expedient to carry out and implement the
Second Amendment and Extension Agreement and the transactions contemplated thereunder
(including the execution of the Second Supplemental Deed) into full effect and to agree to
such variation, amendment or waiver as are in the reasonable opinion of the directors of the
Company in the interests of the Company and its shareholders as a whole provided that such
variation, amendment or waiver shall not be fundamentally different from the terms as
provided in the Second Amendment and Extension Agreement.
Date: 2021 Signature(s) [(Note] [5)]
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Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. In the case of joint registered holders, the names of all joint registered holders should be stated.

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words ‘‘the Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent the member. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT:RESOLUTION, IFPLEASEYOU TICKWISH (‘‘TOP’’VOTE) THE BOXFOR MARKEDA RESOLUTION,‘‘AGAINSTPLEASE’’. If no directionTICK (‘‘isPgiven,’’) THEyourBOXproxyMARKEDwill vote or‘‘FORabstain’’. atIFhisYOUdiscretionWISHonTOanyVOTEresolution(s)AGAINSTproperlyA put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(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.

7. CompanyIn order to’s branchbe valid,sharethisregistrar,form of proxy,Tricor Investortogether Serviceswith the Limitedpower ofatattorneyLevel 54,orHopewellother authorityCentre,(if183any)Queenunder’s RoadwhichEast,it is HongsignedKongor a notcertifiedless thancopy48thereof,hours beforemust bethedepositedtime appointedat the for the EGM or the adjourned meeting (i.e. not later than 10:30 a.m. on Monday, 27 September 2021).

8. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 months from such date.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupplyinstructionsof your andforyourtheproxyEGM’s of(ortheproxiesCompany’) name(s)(the ‘‘andPurposesaddress(es)’’). Weismayon atransfervoluntaryyourbasisandforyourtheproxypurpose’s (orofproxiesprocessing’) name(s)your requestand address(es)for the appointmentto our agent,of contractor,a proxy (ororproxies)third partyand serviceor are otherwiseprovider whorelevantprovidesfor theadministrative,Purposes and computerneed to receiveand otherthe servicesinformation.to usYourfor useandinyourconnectionproxy’s with(or proxiesthe Purposes’) name(s)and andto suchaddress(es)parties whowill arebe retainedauthorisedforbysuchlawperiodto requestas maythebeinformationnecessary 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 to Tricor Investor Services Limited at the above address.