MECOM Power and Construction Limited — Proxy Solicitation & Information Statement 2019

Apr 26, 2019

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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 ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 5 JUNE 2019

I/We (Name)

(Block capitals, please) of (Address)

being the holder(s) of Construction Limited (the ‘‘Company’’) hereby appoint (Name) of (Address) or failing him/her (Name)

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

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 Annual General Meeting of the Company to be held at Suite 2902, 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Wednesday, 5 June 2019 at 3:00 p.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) For Against

• 1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the ‘‘Director(s)’’) and auditor of the Company (the ‘‘Auditor’’) for the year ended 31 December 2018.
• 1. To declare a final dividend of HK3.4 cents per share for the year ended 31 December 2018.
• 1. To re-elect the following persons as Directors: (a) Ms. Chan Po Yi Patsy as an independent non-executive Director; and (b) Mr. Cheung Kiu Cho Vincent as an independent non-executive Director.
• 1. To authorise the board of the Directors to fix the remuneration of the Directors. 5. To re-appoint Deloitte Touche Tohmatsu as the Auditor for the year ending 31 December 2019 and authorise the board of the Directors to fix their remuneration.
• 1. To grant a general mandate to the Directors to allot, issue and deal with shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution.
• 1. To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution.
• 1. To extend the general mandate granted under resolution no. 6 by adding the shares bought back pursuant to the general mandate granted by resolution no. 7.

• Dated this day of , 2019 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:RESOLUTION, IFPLEASEYOU WISHTICK THETO VOTEBOX MARKEDFOR ANY‘‘AgainstRESOLUTION,’’. Failure toPLEASEtick a boxTICKwill entitleTHE BOXyour proxyMARKEDto cast‘‘yourFor’’vote. IF atYOUhis/herWISHdiscretion.TO VOTEYour proxyAGAINSTwill alsoANYbe 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.

5. 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. HopewellTo be valid,Centre,this form183 Queenof proxy’s Roadmust East,be completed,Hong Kong,signedtogetherand depositedwith the powerat the Companyof attorney’s orbranchothershareauthorityregistrar(if any)in HongunderKong,whichTricorit is signedInvestor(orServicesa certifiedLimited,copy thereof),at Level not22, 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) Youof yourhavePersonalthe rightDatato requestshould accessbe in writingto and/ortocorrectionthe Personalof yourDataPersonalPrivacy DataOfficerin accordanceof Tricor Investorwith theServicesprovisionsLimited,of the atPDPO.LevelAny22, suchHopewellrequestCentre,for access183 Queento and/or’s RoadcorrectionEast, Hong Kong.