Rykadan Capital Limited — Proxy Solicitation & Information Statement 2020

Oct 29, 2020

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 23 NOVEMBER 2020

I/We [(Note][1)] ,

of

, being the registered holder(s) of

shares [(Note][2)] of HK$0.01 each

in the share capital of Rykadan Capital Limited 宏基資本有限公司 (the “ Company ”) HEREBY APPOINT [(Note][3)]

of

or failing him, the Chairman of the EGM 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 “ EGM ”) to be held at Room 1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 23 November 2020 at 1:00 p.m. (or any adjournment thereof) in respect of the ordinary resolution and special resolution set out in the notice convening the EGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

Please indicate with a tick (“✔”) in the appropriate boxes beside each resolution to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

				ORDINARY RESOLUTION		FOR (Note 4) AGAINST (Note 4)	FOR (Note 4) AGAINST (Note 4)	FOR (Note 4) AGAINST (Note 4)
			1.	“THAT, the conditional cash offer (the “Offer”) by Dongxing Securities (Hong Kong) Company	Limited on behalf of	the
				Company to buy-back up to 102,000,000 shares of nominal value of HK$0.01 each in the issued share capital of		the
				Company (the “Share(s)”) at a price of HK$0.68 per Share and subject to the terms and conditions as set out in the offer
				document despatched on 30 October 2020 together with the accompanying acceptance form be approved, without
				prejudice and in addition to the existing authority of the Company under the general mandate to	buy-back Shares granted
				at the annual general meeting of the Company held on 26 August 2020, and that the director(s) of the Company		be
				authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance
				with the articles of association of the Company) and do all such acts as such director(s) consider desirable, necessary or
				expedient to give effect to or otherwise in connection with the Offer.”
				SPECIAL RESOLUTION
			2.	“THAT, the waiver (the “Whitewash Waiver”) in respect of any obligation under the Codes on Takeovers and Mergers
				and Share Buy-backs of Hong Kong (the “Codes”) of Tiger Crown Limited, Scenemay Holdings Limited, CHAN
				William, LI Chu Kwan and LI Wing Yin to make a mandatory general offer for all the Shares	not already beneficially
				owned by them and parties acting in concert (as defined under the Codes) with any of them,	which may, but for	the
				Whitewash Waiver, arise upon completion of the Offer be hereby approved, and that the director(s) of the Company be
				authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance
				with the articles of association of the Company) and do all such acts as such director(s) consider desirable, necessary or
				expedient to give effect to or otherwise in connection with the Whitewash Waiver.”
		Dated this day of 2020			Signed (Note 5)
		Notes:
		1.		Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names 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 of proxy will be deemed to relate to all the shares in the capital of			the Company registered in your
				name(s).
		3.		Full name and address of proxy to be inserted in BLOCK CAPITALS. If not completed, the Chairman of the EGM will act as your proxy. **ANY ALTERATION **			**MADE TO **	THIS FORM OF
				PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
		4.		IMPORTANT: PLEASE INDICATE WITH A “✔” IN THE SPACES BESIDE EACH RESOLUTION ON HOW YOU WISH THE PROXY TO VOTE ON YOUR BEHALF. If left blank, the
				proxy will vote for or against the resolution or abstain at his/her discretion. IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (“✔”) THE APPROPRIATE BOX BELOW
				THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK (“✔**”) THE **	APPROPRIATE BOX BELOW THE BOX MARKED “AGAINST”. Failure to
				tick (“✔”) a box will entitle your proxy to cast your vote(s) at his discretion.
		5.		This form of proxy must be signed by you or your attorney duly authorized 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 authorized.
		6.		In the case of joint holders, the vote(s) of the senior who tenders a vote whether in person or by proxy will be	accepted to the exclusion of the vote(s) 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.		To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company’s Hong Kong
				branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time			appointed for holding the EGM
				or adjournment thereof.
		8.		The proxy need not be a member of the Company but must attend the EGM in person to represent you.
		9.		Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM if you so wish and, in such event, this form of proxy shall be deemed				to be revoked.
		10.		**Shareholders are strongly encouraged to note the COVID-19 precautionary measures and special arrangements to be implemented at the 2020 EGM which are set out **				in the cover page
				and the section headed under “Precautionary Measures for the Extraordinary General Meeting” in the Company’s circular dated 30 October 2020 and that NO gifts, beverage and
				refreshments will be provided.
		11.		The Company wishes to strongly advise the Shareholders, particularly Shareholders who are unwell, subject to quarantine in relation to COVID-19 or unable to travel to attend the
				EGM, that they may appoint the chairman of the EGM as a proxy to vote on the resolutions to be proposed at the EGM, instead of attending the EGM in person.
				PERSONAL INFORMATION COLLECTION STATEMENT
		”Personal Data” in this proxy(ies) form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong (“PDPO”), which includes you and your
		proxy(ies)’s name(s) and address(es). Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary					basis. Personal Data of you and
		your proxy(ies) provided in this proxy(ies) form will be used for the purpose of and in connection with processing your request for the appointment of a proxy(ies) (or proxies) to attend, act and vote on
		your behalf as directed above at the EGM of the Company (the “Purposes”). However, we may not be able to process your request unless you provide us with Personal Data					of you and your proxy(ies). We
		may disclose to and/or transfer Personal Data of you and your proxy (or proxies) to the Company’s branch share registrar Tricor Investor Services Limited, 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 for the Personal Data or are
		otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for
		our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from
		your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data						may be used. You
		and your		proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the
		Company/Tricor Investor Services Limited at the above address.