NetMind Financial : PROXY FORM FOR ANNUAL GENERAL MEETING

網智金控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

I/We(1)of being the registered holder(s) of (2)shares of HK$0.10 each in the capital of NetMind Financial Holdings Limited (the "Company") hereby appoint the Chairman of the Meeting (as defined below), or (3)of as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (and at any adjournment thereof) to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong, on Friday, 22 September 2017 at 10:00 a.m. (the "Meeting") and to vote in respect of the following resolutions as indicated and on any other business that may properly come before the Meeting, and, if no such indication is given, as my/our proxy thinks fit:

Date: Signature(5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holder 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 shares of the Company registered in your name(s).

3. If you wish to appoint a proxy or proxies other than the Chairman of the Meeting, please strike out "the Chairman of the Meeting (as defined below), or" and insert the name and address of the person(s) you wish to appoint in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. Please note that according to the articles of association of the Company, no member of the Company may appoint more than two proxies to attend and vote at a general meeting of the Company (other than HKSCC Nominees Limited or its successor thereto who may appoint more than two proxies).

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (✔) THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (✔) THE APPROPRIATE BOX MARKED "AGAINST". Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy/proxies to cast your votes at his/her/their discretion or to abstain from voting. Your proxy/proxies will also be entitled to vote at his/her/their discretion or to abstain from voting on any resolution properly put before the Meeting other than those referred to above.

5. The form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, this form must be executed either under seal or under the hand of an officer or attorney duly authorized in writing.

6. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of joint holding.

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 notarially certified copy thereof must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

8. 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.