Form of proxy for use at the extraordinary general meeting to be held on Thursday, 19 December 2019, 11:00 a.m. at Meeting Room of Soho 2, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong (or any adjournment thereof)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00070)

Form of proxy for use at the extraordinary general meeting (or any adjournment thereof)

I/We1
of						being the registered holder(s)
of2			ordinary share(s) in the capital of
Rich Goldman Holdings Limited (the "Company"),	HEREBY APPOINT the chairman of the meeting,
or3

of

as my/our proxy to vote and act for me/us at the extraordinary general meeting (and at any adjournment thereof) (the "Meeting") of the Company to be held at Meeting Room of Soho 2, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Doeux Road West, Sheung Wan, Hong Kong on Thursday, 19 December 2019 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolutions set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit:

SPECIAL RESOLUTION

FOR4

AGAINST4

1. To approve the Whitewash Waiver (as defined and described in the Company's circular dared 2 December 2019 (the "Circular")) and the transactions contemplated thereunder.5

ORDINARY RESOLUTIONS

1. To approve the Open Offer (as defined and described in the Circular) and the transactions contemplated thereunder.5
2. To approve, confirm and ratify the Underwriting Agreement (as defined and described in the Circular) and the transactions contemplated thereunder.5

Date this

day of

2019

Signature6:

Notes:

1. Full name(s) and registered address(es) (as shown in the register of members of the Company) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
2. Please insert the number of 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 of the Company registered in your name(s).
3. If any proxy other than the chairman of the Meeting is preferred, strike out "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 ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or one of the boxes will entitle your proxy to cast your votes at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Meeting other than those referred to the notice convening the Meeting.
5. The full text of the resolutions is set out in the notice of the Meeting.
6. 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 either under its common seal or under the hand of an officer or attorney duly authorized.
7. In the case of joint holders of a share in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share in the Company as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the Meeting, 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. For this purpose, seniority shall be determined by the order in which the name stands first in the register of shareholders of the Company in respect of the joint holding.
8. To be valid, this form of proxy, together with any power of attorney (if any) 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 and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be).
9. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting or any adjournment thereof (as the case may be) if you so wish and in such event, the form of proxy shall be deemed to be revoked.