HISTORY, REORGANISATION AND GROUP STRUCTURE

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1 CORPORATE HISTORY AND DEVELOPMENT Our Group s history can be traced back to 2001 when Mr. Ng Wai Lung Thomas, our Chairman and executive Director and Mr. Ng Cheong Hee, the father of Mr. Ng Wai Lung Thomas, acquired Noble Engineering and commenced our operation. At the early stage of our business, we provided foundation works services in Hong Kong. In the following years, to further expand our scope of construction services, our Group established Gold Win, BiB and Everrich Iron in 2005, 2012 and 2014 respectively. BUSINESS MILESTONES We believe the milestones in the development of our Group are as follows: Date Major Development and Achievement 2001 Mr. Ng and Mr. Ng Cheong Hee established Noble Engineering which was incorporated in Hong Kong on 25 May Noble Engineering was positioned as a subcontractor in the civil engineering construction industry Noble Engineering was awarded the first site formation project with a contract value of approximately HK$0.96 million of Tong Ren Tang Chinese Medicine Manufacturing Factory at Tai King Street, Tai Po Industrial Estate Noble Engineering was awarded the best safety performance subcontractor award for the month of November 2009 by Hsin Chong Construction (Engineering) Limited Noble Engineering was awarded a contract with an aggregate contract value of approximately HK$43.7 million for site formation works relating to the construction of the public rental housing at Hung Shui Kiu Area 13 Phase 1& Noble Engineering was awarded a contract with an aggregate contract value of approximately HK$21.8 million for site formation works relating to the construction of the two 30-classroom primary school at site 1A-3 & 1A-4 Kai Tak Development Noble Engineering was awarded a contract with an aggregate contract value of approximately HK$25.2 million for site formation works relating to the construction of the Maritime Square Extension at Tsing Yi Noble Engineering was awarded a contract with an aggregate contract value of approximately HK$22.5 million for site formation works relating to the construction of the Ocean Park Marriott Hotel at Ocean Park, Hong Kong We were accredited ISO 9001, ISO and OHSAS by Furgo Certification Services Limited. 74

2 OUR COMPANY AND SUBSIDIARIES The table below sets out the details of our operating subsidiaries as at the Latest Practicable Date: No. Name Place of incorporation Date of incorporation and commencement of business Paid up capital Effective equity interest attributable to our Company Principal business activities 1. Noble Engineering Hong Kong 25 May 2001 HK$10,000 engineering works 2. Gold Win Hong Kong 12 August 2005 HK$10,000 engineering, investment and consultancy 3. BiB Hong Kong 24 May 2012 HK$1.00 machinery rental 4. Everrich Iron Hong Kong 14 October 2014 HK$10,000 machinery rental and trading of scraped metal materials Please see the paragraph headed Corporate Structure in this section for the chart showing the shareholding and corporate structure of our Group immediately after the Reorganisation. Our Company Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on 29 May 2018 with an authorised share capital of HK$380,000 divided into 38,000,000 ordinary shares of par value HK$0.01 each. Our Company was incorporated as an investment holding company to hold our subsidiaries for the purpose of implementing the Reorganisation. As at the Latest Practicable Date, our Company was directly and wholly-owned by Dragon Sight. Please see the paragraph headed Reorganisation in this section for further details about the Reorganisation. Our subsidiaries Noble Engineering Corporate history and major changes in our shareholding structure Noble Engineering was incorporated on 25 May 2001 in Hong Kong with an authorised share capital of HK$10,000 comprising 10,000 ordinary shares of HK$1.00 each. 75

3 On 11 June 2001, each of Mr. Ng and Mr. Ng Cheong Hee acquired one nil-paid initial subscriber share in Noble Engineering from the service providers, Independent Third Parties, at a consideration of HK$1.00. On 8 June 2001, each of Mr. Ng and Mr. Ng Cheong Hee subscribed for and was allotted and issued 2,999 and 6,999 shares in Noble Engineering at the subscription price of HK$2,999 and HK$6,999 respectively. Due to internal family arrangement, on 4 October 2002, Mr. Ng Cheong Hee transfer his 7,000 shares in Noble Engineering, representing 70% of its then entire issued capital, at a consideration of HK$7,000 to Ms. Leung Siu Lan. The Consideration was based on the then paid up share capital of Noble Engineering as at 10 April 2002 and was fully settled on the same day. After the said transfer and immediately before the Reorganisation, Noble Engineering was owned as to 70% by Ms. Leung Siu Lan and 30% by Mr. Ng. As part of the Reorganisation, on 17 May 2018, Mr. Leung Siu Lan and Mr. Ng transferred their respective 7,000 ordinary shares and 3,000 ordinary shares of Noble Engineering at a consideration of HK$7,000 and HK$3,000 respectively to Eight Immortals. The consideration was satisfied by allotment and issue of 15 and 6 new shares in Dragon Sight, credited as fully paid at par to Ms. Leung Siu Lan and Mr. Ng. Subsequent to the above share transfers, Noble Engineering has been legally and beneficially owned by Eight Immortals. Gold Win Corporate history and major changes in our shareholding structure Gold Win was incorporated on 12 August 2005 in Hong Kong with an authorised share capital of HK$10,000 comprising 10,000 ordinary shares of HK$1.00 each. At the date of its incorporation, Ms. Leung Pui Kam subscribed for and was allotted and issued 10,000 shares in Gold Win at the subscription price of HK$10,000. Immediately before the Reorganisation, Gold Win was wholly-owned by Ms. Leung Pui Kam. As part of the Reorganisation, on 17 May 2018, Ms. Leung Pui Kam transferred her 10,000 ordinary shares of Gold Win at a consideration of HK$10,000 to Eight Immortals. The consideration was satisfied by allotment and issue of 15 new shares in Dragon Sight, credited as fully paid at par to Ms. Leung Pui Kam. Subsequent to the above share transfers, Gold Win has been legally and beneficially owned by Eight Immortals. 76

4 BiB Corporate history and major changes in our shareholding structure BiB was incorporated on 24 May 2012 in Hong Kong with an authorised share capital of HK$10,000 comprising 10,000 ordinary shares of HK$1.00 each. At the date of its incorporation, Mr. Ng subscribed for and was allotted and issued one share in BiB at the subscription price of HK$1.00. Immediately before the Reorganisation, BiB was wholly-owned by Mr. Ng Wai Lung Thomas. As part of the Reorganisation, on 17 May 2018, Mr. Ng Wai Lung Thomas transferred his one ordinary share of BiB at a consideration of HK$10 to Eight Immortals. The consideration was satisfied by allotment and issue of 33 new shares in Dragon Sight, credited as fully paid at par to Mr. Ng Wai Lung Thomas. Subsequent to the above share transfers, BiB has been legally and beneficially owned by Eight Immortals. Everrich Iron Corporate history and major changes in our shareholding structure Everrich Iron was incorporated on 14 October 2014 in Hong Kong with an authorised share capital of HK$10,000 comprising 10,000 ordinary shares of HK$1.00 each. At the date of its incorporation, each of Mr. Ng Wai Lung Thomas and Mr. Ng Cheong Hee subscribed for 5,000 shares in Everrich Iron at the subscription price of HK$5,000. As part of the Reorganisation, on 17 May 2018, Mr. Ng Wai Lung Thomas and Mr. Ng Cheong Hee transferred their respective 5,000 ordinary shares and 5,000 ordinary shares of Everrich Iron at a consideration of HK$5,000 and HK$5,000 respectively to Eight Immortals. The consideration was satisfied by allotment and issue of 15 and 15 new shares in Dragon Sight, credited as fully paid at par to Mr. Ng Wai Lung Thomas and Mr. Ng Cheong Hee. Subsequent to the above share transfers, Everrich Iron has been legally and beneficially owned by Eight Immortals. 77

5 REORGANISATION Shareholding structure of our Group immediately before the Reorganisation The following diagram sets out the corporate structure of our Group immediately before the Reorganisation. Ms. Leung Siu Lan Mr. Ng Wai Lung Thomas Mr. Ng Cheong Hee Ms. Leung Pui Kam 70% 30% 50% 50% Noble Engineering BiB Everrich Iron Gold Win Reorganisation steps In preparation for the [REDACTED], our Group underwent a Reorganisation involving the following steps: I. Incorporation of Dragon Sight and Eight Immortals Dragon Sight was incorporated on 14 May 2018 in the BVI with limited liability and is authorised to issue a maximum of 50,000 shares of par value US$0.01. On 14 May 2018, one ordinary share of par value US$0.01 was allotted and issued to Mr. Ng Wai Lung Thomas at par value, representing the entire issued share of Dragon Sight. Eight Immortals was incorporated on 15 May 2018 in the BVI and is authorised to issue a maximum of 50,000 shares of par value US$0.01. On 15 May 2018, one hundred ordinary shares of par value US$0.01 each were allotted and issued to Dragon Sight at par value, representing then entire issued share of Eight Immortals. 78

6 II. Acquisition of shareholding of each of Noble Engineering, BiB, Everrich Iron and Gold Win from Mr. Ng Wai Lung Thomas, Ms. Leung Siu Lan, Mr. Ng Cheong Hee and Ms. Leung Pui Kam by Eight Immortals On 17 May 2018, Eight Immortals acquired from Ms. Leung Siu Lan and Mr. Ng Wai Lung Thomas 7,000 ordinary shares and 3,000 ordinary shares in Noble Engineering, representing 70% and 30% of its issued share capital, at a consideration of HK$7,000 and HK$3,000. The consideration was satisfied by allotment and issue of 15 and 6 new shares in Dragon Sight, credited as fully paid at par to Ms. Leung Siu Lan and Mr. Ng Wai Lung Thomas. On 17 May 2018, Eight Immortals acquired from Mr. Ng Wai Lung Thomas one ordinary share in BiB, representing of its issued share capital, at a consideration of HK$10. The consideration was satisfied by the allotment and issue of 33 new shares in Dragon Sight, credited as fully paid at par to Mr. Ng Wai Lung Thomas. On 17 May 2018, Eight Immortals acquired from Mr. Ng Wai Lung Thomas and Mr. Ng Cheong Hee 5,000 ordinary shares and 5,000 ordinary shares in Everrich Iron, representing 50% and 50% of its issued share capital, at a consideration of HK$5,000 and HK$5,000 respectively. The consideration was satisfied by the allotment and issue of 15 and 15 new shares in Dragon Sight, credited as fully paid at par to Mr. Ng Wai Lung Thomas and Mr. Ng Cheong Hee. On 17 May 2018, Eight Immortals acquired from Ms. Leung Pui Kam 10,000 ordinary shares in Gold Win, representing of its issued share capital, at a consideration of HK$10,000. The consideration was satisfied by the allotment and issue of 15 new shares in Dragon Sight, credited as fully paid at par to Ms. Leung Pui Kam. After the said acquisitions, the entire issued share capital of each of Noble Engineering, BiB, Everrich Iron and Gold Win was wholly-owned by Eight Immortals. III. Introduction of [REDACTED] On 21 May 2018, Dragon Sight subscribed for and was allotted 9,594 shares in Eight Immortals at the subscription price of US$0.01 per share. After the said allotment, the total issued shares of Eight Immortals were increased to 9,694 shares. On 29 May 2018, the [REDACTED] entered into a subscription agreement with Eight Immortals to subscribe for 306 shares in Eight Immortals at the considerations of HK$5,000,000 (the Subscription Agreement ). The said considerations were arrived at after arm s length negotiations between the parties and the consideration was determined with reference to the profit earning ratio of approximately ten times of the total audited profits after tax of the Group for the year ended 31 December Upon completion of the subscription, the [REDACTED] held a total of 306 shares in Eight Immortals, representing 3.06% of the enlarged issued shares of Eight Immortals by the subscription. Upon [REDACTED], the [REDACTED] will be interested in approximately [REDACTED]% of the issued share capital of our Company. The proceeds from the [REDACTED] have been applied by us as working capital. 79

7 Details of the [REDACTED] are summarized below: Name of the [REDACTED] : Joint Shine International Group Limited Date of the Subscription Agreement : 29 May 2018 Amount of consideration paid : HK$5,000,000 Payment date of consideration : 29 May 2018 Special rights : no special rights are granted Effective cost per Share paid (Note) : [REDACTED] Discount to the [REDACTED] : approximately [REDACTED]% to the mid-point of the indicative [REDACTED] range of HK$[REDACTED] to HK$[REDACTED], on the basis of our enlarged share capital immediately upon completion of the Capitalisation Issue and the [REDACTED] Shareholding upon [REDACTED] : [REDACTED] Shares representing approximately [REDACTED]% of the issued share capital of our Company upon [REDACTED] Special rights : No special rights are granted Lock-up restrictions : Nil Benefits to our Company : Our Directors are of the view that (i) the [REDACTED] serves as a source of additional working capital to our Group and provides immediate funding available for our Group s business operation and expansion and (ii) the investment can demonstrate the [REDACTED] confidence in our operation and serve as an endorsement of our performance, strength and prospects Note: For illustration purposes only, assuming completion of the Capitalization Issue and the [REDACTED] Joint Shine International Group Limited is a limited company incorporated in the BVI on 11 May 2018 and its entire share capital is owned as to 51% by Mr. Fung Ho Ming and as to 49% by Ms. Wong Ting. The principal business activity of Joint Shine Investment Group Limited is investment holding. Ms. Wong Ting Tiffany is the spouse of Mr. Fung Ho Ming Ivan Mr. Fung Ho Ming Ivan has been engaged in the private equity investment industry in Hong Kong for over 10 years and Ms. Wong Ting Tiffany has 10 years of experience in trade finance and futures trading in precious metals. As advised by Mr. Fung Ho Ming Ivan and Ms. Wong Ting Tiffany, they invested in the Group due to their confidence in the business prospects of construction business in Hong Kong. Save for the 80

8 [REDACTED], the [REDACTED] has confirmed that (a) it has never been involved in any dealing or transaction with our Directors, the Controlling Shareholders, any member of our Group and any of their respective associates; (b) it did not acquire interests in our Company with finance provided directly or indirectly by our connected person(s); and (c) it does not take instructions from our connected person(s) in relation to the acquisition, disposal, voting or other disposal of his interest in our Company. Pursuant to the Subscription Agreement, the Investor does not enjoy any special rights in connection with the [REDACTED]. The [REDACTED] has undertaken that it will hold all Shares for such period as required by the applicable laws, rules or regulatory requirements (including the GEM Listing Rules) or as requested by the Stock Exchange or the Sole Sponsor and/or the [REDACTED] in connection with the [REDACTED]. The Sole Sponsor has confirmed that the [REDACTED] is in compliance with the Interim Guidance on [REDACTED] (i.e. Guidance Letter HKEx-GL29-12), Guidance Letter HKEx-GL43-12 and HKEx-GL44-12 issued by the Listing Committee of the Stock Exchange based on the above and the considerations under the [REDACTED] were settled on 29 May 2018, which was more than 28 clear days before the first submission of the [REDACTED] in respect of the [REDACTED]. IV. Incorporation of our Company Our Company was incorporated on 29 May 2018 in the Cayman Islands with an authorised share capital of HK$380, divided into 38,000,000 ordinary shares of HK$0.01 each. Upon incorporation, one nil-paid Share was allotted and issued to the initial subscriber, which was transferred to Dragon Sight on the same date. V. Acquisition of Eight Immortals by our Company by way of share swap On [ ] 2018, our Company as purchaser and Dragon Sight and the Investor as vendors entered into a share swap agreement whereby the Company acquired [9,694] and [306] shares of Eight Immortals, representing [96.94]% and [3.06]% of the entire issued shares of Eight Immortals from Dragon Sight and the [REDACTED] for a consideration to be satisfied by (i) the allotment and issuance of an aggregate of [9,693] and [306] new Shares in our Company, credited as fully paid at par, to Dragon Sight and the [REDACTED]; and (ii) crediting as fully paid at par the one nil paid initial subscriber Share transferred to Dragon Sight. After the said transfer of shares and allotment, our Company and the [REDACTED] own as to [96.94]% and [3.06]% of the entire issued share capital of the Company which in turn indirectly wholly owns the entire issued share capital of each of Noble Engineering, BiB, Everrich Iron and Gold Win and thus has become the ultimate holding company of our Group. The steps of the Reorganisation would not require any regulatory approvals or permit from any relevant government authorities in Hong Kong. 81

9 Shareholding structure of our Group immediately after completion of the Reorganisation The shareholding and corporate structure of our Group immediately after completion of the Reorganisation is illustrated in the diagram below. Ms. Leung Siu Lan Mr. Ng Wai Lung Thomas Mr. Ng Cheong Hee Ms. Leung Pui Kam 15% 55% 15% 15% Dragon Sight [96.94]% Our Company (Cayman Islands) [3.06]% Investor Eight Immortals Noble Engineering BiB Everrich Iron Gold Win 82

10 Shareholding structure of the Group immediately after completion of the [REDACTED] and the Capitalisation Issue (without taking into account any Shares which may be granted under the Share Option Scheme) The shareholding and corporate structure of our Group immediately after completion of the Reorganisation is illustrated in the diagram below. Ms. Leung Siu Lan Mr. Ng Wai Lung Thomas Mr. Ng Cheong Hee Ms. Leung Pui Kam 15% 55% 15% 15% Investor [REDACTED]% Dragon Sight Public Shareholders [REDACTED]% [REDACTED]% Our Company (Cayman Islands) Eight Immortals Noble Engineering BiB Everrich Iron Gold Win 83