Walnut Capital Limited — Proxy Solicitation & Information Statement 2015

Oct 23, 2015

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT 10:30 A.M. ON MONDAY, 23 NOVEMBER 2015 AT MEETING ROOM (SOHO 2), 6/F., IBIS HONG KONG CENTRAL & SHEUNG WAN HOTEL, NO. 28 DES VOEUX ROAD WEST, SHEUNG WAN, HONG KONG, AND ANY ADJOURNMENT THEREOF

I/We[(1)]

of

being the registered holder(s) of ordinary share(s)[( 2)] of HK$0.25 each in the capital of Mastermind Capital Limited (the ‘‘ Company ’’ ), HEREBY APPOINT[(3)] of

or failing him/her, the Chairman of the meeting, as my/our proxy to vote and act for me/us at the extraordinary general meeting of the Company (the ‘‘EGM’’) (or any adjournment thereof), to be held at 10:30 a.m. on Monday, 23 November 2015 at Meeting Room (Soho 2), 6/F., ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong, for the purpose of considering and, if thought fit, passing the special resolutions set out in the notice dated 26 October 2015 convening the EGM (the ‘‘Notice’’) and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolution as indicated below[(4)] .

SPECIAL RESOLUTIONS[(4)]

FOR[(4)] AGAINST[(4)]

1. To approve the change of the English name of the Company from ‘‘Mastermind Capital Limited’’ to ‘‘Global Mastermind Capital Limited’’ and adopt ‘‘環球大通投 資有限公司’’ to replace ‘‘慧德投資有限公司’’ as the Chinese name of the Company for identification purposes only.

2. To approve the change of domicile of the Company, the adoption of the memorandum of continuance and new bye-laws of the Company and the fixing of the maximum number of directors of the Company as described in the Notice.

3. To approve the cancellation of the entire amount standing to the credit of the share premium account of the Company and the transfer of such amount to the contributed surplus account of the Company and that such contributed surplus account shall be the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda effective upon the change of domicile as described in the Notice.

4. To approve the capital reorganisation, comprising share consolidation, capital reduction and share subdivision and the matters contemplated thereby as described in the Notice.

Signature(s)[(5)] :

Date:

2015

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 the proxy relates. If no number is inserted, this form of proxy will be deemed to related to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘the Chairman of the meeting’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice convening the EGM. Full text of the resolutions are set out in the Notice.

5. This form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

6. Any shareholder entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

7. thereof,Centre,In order183mustto beQueenbevalid,deposited’s Roadthis formEast,at oftheHongproxyCompanyKongtogether’nots branchlesswiththantheshare48powerregistrarhoursof beforeattorneyand thetransferortimeotherofficeappointedauthorityin Hongfor(iftheany)Kong,EGMunderTricor(orwhichanySecretariesadjournmentit is signedLimitedthereof).or a notariallyat Level certified22, Hopewellcopy

8. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the EGM and in such event, the instrument appoint a proxy shall be deemed to be revoked.

9. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the EGM, 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.

10. Any voting at the EGM shall be taken by poll.

11. for identification purposes only