Pengo Holdings Group Limited — Proxy Solicitation & Information Statement 2019

Jul 19, 2019

Pipeline Engineering Holdings Limited 管道工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1865)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name)

of

being the holder(s) of

(Block capitals, please)

(Address)

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

of Pipeline Engineering Holdings Limited (the “ Company ”) hereby appoint (Name)

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 annual general meeting of the Company to be held at 10:00am on Friday, 20 September 2019 at Emerald Suite, Golf Clubhouse level 2 of Orchid Country Club, 1 Orchid Club Road, Singapore 769162, and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorized and instructed to vote as indicated [(see][Note][3)] in respect of the undermentioned resolutions:

					Ordinary Resolutions(see Note 3)	Ordinary Resolutions(see Note 3)	Ordinary Resolutions(see Note 3)	Ordinary Resolutions(see Note 3)		For(see Note 3)	Against(see Note 3)	Against(see Note 3)
		1		To	receive and adopt the audited consolidated financial statements of the				Company and its
				subsidiaries and the reports of the directors and auditor for the year ended 31 March 2019.
		2		(a)	To re-elect the following retiring directors of			the Company:
					(i) Mr. Michael Shi Guan Wah, executive			Director
					(ii) Mr. Shi Guan Lee, executive Director
					(iii) Mr. Shi Hong Sheng (Xu Hongsheng), executive Director
					(iv) Mr. Cher Choong Kiak, independent non-executive Director
					(v) Mr. Chiam Soon Chian		(Zhan Shunquan), independent non-executive Director
					(vi) Mr. Choo Chih Chien Benjamin, independent non-executive Director
				(b)	To authorise the board	of directors to fix the		remuneration of the Directors.
		3		To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix
				its remuneration.
		4		(A)	To give a general mandate to the directors of			the Company to allot, issue and deal with
					additional shares not	exceeding 20% of the number of the issued shares of the
					Company as at the date of this resolution.
				(B)	To give a general mandate to		the directors of the Company to repurchase shares not
					exceeding 10% of the	number	of the issued	shares of the Company as at the date of
					this resolution.
				(C)	To extend the authority given		to the directors of the Company pursuant to ordinary
					resolution no. 4(A) to issue shares by adding to the issued shares of the Company the
					number of shares repurchased under ordinary			resolution no. 4(B).

Date 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 shareholder 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 executed 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 of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, 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 notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. before 10:00am on 18 September 2019). 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 adjourned meeting thereof) if they so wish.

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