MECOM Power and Construction Limited — Proxy Solicitation & Information Statement 2018

Nov 21, 2018

==> picture [191 x 48] intentionally omitted <==

MECOM Power and Construction Limited 澳 能 建 設 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1183)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 10 DECEMBER 2018

I/We (Name)

(Block capitals, please) of (Address)

being the holder(s) of Construction Limited (the ‘‘Company’’) hereby appoint (Name)

(see Note 1) shares of HK$0.01 each in the capital of MECOM Power and

of (Address) or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Suite 2902, 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Monday, 10 December 2018 at 10 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

• Ordinary Resolutions (see Notes 3 and 8)

• 1. To approve, confirm and ratify the transactions in relation to the Melco Project and Supply Works and the SC Project and Supply Works and the proposed annual caps thereof for the year ending 31 December 2018 and any Director be and is authorised to do all things to give effect to the same.
• 1. To approve, confirm and ratify the transactions in relation to the Melco Project and Supply Works and the SC Project and Supply Works (including the Waiver CCTs and the scope and pricing policy thereof) and the proposed annual caps thereof for each of the years ending 31 December 2019, 2020 and 2021 and any Director be and is authorised to do all things to give effect to the same.

Ordinary Resolutions (see Notes 3 and 8) For Against 1. To approve, confirm and ratify the transactions in relation to the Melco Project and Supply Works and the SC Project and Supply Works and the proposed annual caps thereof for the year ending 31 December 2018 and any Director be and is authorised to do all things to give effect to the same. 2. To approve, confirm and ratify the transactions in relation to the Melco Project and Supply Works and the SC Project and Supply Works (including the Waiver CCTs and the scope and pricing policy thereof) and the proposed annual caps thereof for each of the years ending 31 December 2019, 2020 and 2021 and any Director be and is authorised to do all things to give effect to the same. 3. To approve, confirm and ratify the transactions in relation to the Melco Facility Management Services and the SC Facility Management Services (including the Waiver CCTs and the scope and pricing policy thereof) and the proposed annual caps thereof for each of the years ending 31 December 2018, 2019 and 2020 and any Director be and is authorised to do all things to give effect to the same. 4. To approve, confirm and ratify the waiver from strict compliance with Rules 14A.34 and 14A.51 of the Listing Rules with respect to the Waiver CCTs and any Director be and is authorised to do all things to give effect to the same. Dated this day of , 2018 Signature(s) (see Notes 4 & 5) Notes:

1. 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 the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words ‘‘the chairman of the meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjournment thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.

8. The description of the resolutions is by way of summary only. The full text of the resolutions appears in the notice convening the meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.