ESun : Form of Proxy for Special General Meeting on 20 September 2019

eSun Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 571)

FORM OF PROXY

For use by Members at the Special General Meeting

to be held on Friday, 20 September 2019 at 9:00 a.m. or its adjournment

			Number of Shares to which
			this Form of Proxy relates (Note 1)
I/We (Note 2),
of			,

being the registered holder(s) of ordinary share(s) ("Share(s)") of eSun Holdings Limited ("Company"), HEREBY APPOINT (Note 3) the chairman of the meeting or

of

as my/our proxy to attend and act for me/us at the special general meeting of the Company to be held at Grand Ballroom 5, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 20 September 2019 at 9:00 a.m. ("SGM") and its adjournment (as the case may be) and to vote on my/our behalf in respect of the resolution to be considered and, if thought fit, passed at the SGM and its adjournment (as the case may be) as directed below.

Please indicate with a "3" in the following boxes provided how you wish your vote(s) to be cast on a poll.

FOR (Note 4)

AGAINST (Note 4)

Ordinary Resolution*

To approve, ratify and confirm the Sale and Purchase Agreement (as defined in the circular of the Company dated 30 August 2019) and the transactions contemplated thereunder ("Transaction"); and to authorise the directors of the Company to implement and/or give full effect to or in connection with the Transaction.

• The full text of the resolution is set out in the notice of the SGM dated 30 August 2019.

Member's Signature:	(Note 5)	Dated this	day of	2019

Notes:

1. Please insert the number of the Shares 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 registered in your name(s).
2. Full name(s) and address(es) must be inserted in CAPITAL LETTERS.
3. A member of the Company ("Member") is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its choice to vote instead of him/her/it provided that each proxy is appointed to exercise the rights attached to the Share(s) held by the Member. A proxy need not be a Member. If such an appointment is made, please delete the words "the chairman of the meeting or" and insert in CAPITAL LETTERS the name and address of the person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "AGAINST". If a "3" is put under the columns "For" or "Against", it will be deemed to relate to the total number of Shares held. If only part of the shareholding is to be voted, please state the relevant number of Shares under the column(s) "For" or "Against". If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his/her discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she may at his/her absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may be transacted at the SGM.
5. This form of proxy or a photocopy thereof must be signed by the appointor or his/her/its attorney duly authorised in writing, or if such appointor is a corporation, either given under its common seal or under the hand of an officer or attorney duly authorised. In the case of joint holders of the Share(s), this form of proxy must be signed by the Member whose name stands first in the Register/Branch Register of Members of the Company.
6. To be valid, this form of proxy or a photocopy thereof, duly signed and completed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited ("Registrar"), at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or its adjournment (as the case may be). The contact phone number of the Registrar is (852) 2980 1333.
7. Completion and return of this form of proxy does not preclude a Member from attending in person and voting at the SGM or its adjournment (as the case may be) should he/she so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.
8. Any alterations made in this or any photocopied form of proxy must be initialled by the person who signs it.
9. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the resolution set out in the notice of the SGM will be decided by way of a poll at the SGM.
10. The Company reserves its rights to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered, at the Company's absolute discretion, not material.
11. A Member or his/her/its proxy should produce proof of identity when attending the SGM. If a corporate Member appoints its representative to attend the SGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the SGM.
12. Details of the ordinary resolution of the Company are contained in the circular of the Company dated 30 August 2019 and set out in the notice of the SGM.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the SGM ("Purposes"). The Company may transfer your and your proxy's (or proxies') name(s) and address(es) to 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 authorised 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, Chapter 486 of the Laws of Hong Kong, and any such request should be in writing by mail to the Registrar at the above address.