Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2020

May 11, 2020

EASY REPAY FINANCE & INVESTMENT LIMITED 易還財務投資有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079)

PROXY FORM

Form of proxy for use at the Special General Meeting to be held on 29 May 2020 at 11:00 a.m. (or at any adjournment thereof)

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

of

being the registered holder (s) of [(Note][2)] shares of HK$0.01 each in share capital of Easy Repay Finance & Investment Limited (the “ Company ”), hereby appoint of the Meeting (as defined below) or of

(Note 3) the chairman

or failing him, of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company (the “ SGM ”) to be held on 29 May 2020 at 11:00 a.m. or at any adjournment thereof (the “ Meeting ”), at 701–702, 7/F, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than the undermentioned resolutions:

		ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
	1.	that the maximum number of directors of the Company for the purposes of Bye-law 101 of
		the bye-laws of the Company (the “Bye-laws”) be fixed at 11, which number shall be deemed
		to include any Director appointed pursuant to any of resolutions 2 to 7 below, whether or not
		the appointment has taken effect;
	2.	that Mr. Cheung Siu Fai be and is hereby appointed as a director of the Company pursuant to
		Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or
		(b) where applicable, the earliest time at which such appointment can be given in effect in
		compliance with the Codes on Takeovers and Mergers and Share Buy-backs published by the
		Securities and Futures Commission of Hong Kong (the “Takeovers Code”);
	3.	that Mr. Fong Wai Ho and is hereby appointed as a director of the Company pursuant to
		Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or
		(b) where applicable, the earliest time at which such appointment can be given in effect in
		compliance with the Takeovers Code;
	4.	that Mr. Lam Chik Shun, Marcus be and is hereby appointed as a director of the Company
		pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of
		the SGM or (b) where applicable, the earliest time at which such appointment can be given in
		effect in compliance with the Takeovers Code;
	5.	that Mr. Leung Wai Kei be and is hereby appointed as a director of the Company pursuant to
		Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or
		(b) where applicable, the earliest time at which such appointment can be given in effect in
		compliance with the Takeovers Code;
	6.	that Mr. Wong Ka Wei be and is hereby appointed as a director of the Company pursuant to
		Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or
		(b) where applicable, the earliest time at which such appointment can be given in effect in
		compliance with the Takeovers Code;
	7.	that Mr. Wong Yiu Kui be and is hereby appointed as a director of the Company pursuant to
		Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or
		(b) where applicable, the earliest time at which such appointment can be given in effect in
		compliance with the Takeovers Code;
	8.	that general mandate given to the Directors to allot, issue and deal with additional shares not
		exceeding 20% of the issued share capital of the Company by an ordinary resolution passed
		at the annual general meeting of the Company held on 5 December 2019 be revoked with
		immediate effect.
	Dated	this day of 2020	Signature _(Note _	5)

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

• (2) Please insert the number of shares of the Company registered in your name(s) 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).

• (3) If any proxy other that the chairman of this meeting is preferred, please strike out “chairman of the Meeting (as defined below”) 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 ANY OF THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (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 to sign the same.

• (6) In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present being the most or, as the case may be, priority will be determined by reference to the order on which the names of the joint holders stand in the Register of Members of the Company.

• (7) To be valid, this form of proxy and (if required by the Board of Directors of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting. 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.

• (8) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupply instructionsof your and yourfor theproxy’sMeeting(or ofproxies’)the Companyname(s)(theand“ Purposes address(es)”).isWeonmaya voluntarytransferbasisyourforandtheyourpurposeproxy’sof processing(or proxies’)yourname(s)requestandforaddress(es)the appointmentto ourofagent,a proxycontractor,(or proxies)or thirdand 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 Privacy Compliance Officer of Tricor Standard Limited at the above address.