Noble Engineering Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 30, 2021

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FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 27 AUGUST 2021 (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] ordinary share(s) Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the Meeting, or[(Note][3)]

ordinary share(s) of HK$0.05 each in the capital of Noble Engineering Group

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ‘‘Meeting’’) to be held on Friday, 27 August 2021 at 10: 00 a.m. at The Westminster, 2/F, The Langham Hong Kong, 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:

• ORDINARY RESOLUTIONS[(Note][4)] FOR[(Note][5)] AGAINST[(Note][5)]

• 1. To receive, consider and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company and auditors of the Company for the year ended 31 March 2021.
• 1. To re-appoint Zhonghui Anda CPA Limited as the independent auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
• 1. (a) To re-elect Mr. Tse Chun Kuen as an executive director of the Company and to authorise the board of directors to fix his director’s remuneration.

• (b) To re-elect Mr. Tam Wing Yuen as an executive director of the Company and to authorise the board of directors to fix his director’s remuneration.

• (c) To re-elect Mr. Cheung Kit as a non-executive director of the Company and to authorise the board of directors to fix his director’s remuneration.

• (d) To re-elect Mr. Wong Yiu Kwong Kenji as an independent non-executive director of the Company and to authorise the board of directors to fix his director’s remuneration.

• (e) To re-elect Ms. Chung Lai Ling as an independent non-executive director of the Company and to authorise the board of directors to fix her director’s remuneration.

• 1. To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company.
• 1. To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company.
• 1. Conditional upon the passing of resolutions nos. 4 and 5, to extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares by adding the number of the shares repurchased by the Company.

Dated this day of 2021 Signature[(Note][6)] :

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s) to which the 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).

2. If any proxy other than the chairman of the Meeting is preferred, please strike out ‘‘the chairman of the Meeting, or’’ 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(S) WHO SIGN(S) IT. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

3. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting. 5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by the appointor, or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

5. Any shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and to vote on his/ her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and to vote on his/her behalf. A proxy need not be a shareholder of the Company.

6. To be valid, this form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong not less than forty-eight (48) hours before the time appointed for the Meeting (or any adjournment thereof) at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or any adjourned Meeting.

7. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

8. Where there are joint holders of any share 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 is 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, 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 the joint holding.

9. The notice of the Meeting is set out in the Company’s circular dated 30 June 2021.

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 Meeting of the Company (the ‘‘Purposes’’). We 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 and any such request should be in writing by mail to the Company/Link Market Services (Hong Kong) Pty Limited at the above address.