Primech Holdings Ltd

PROPOSAL THREE

**BY ORDINARY RESOLUTIONS, TO APPROVE THE RE-ELECTION OF MR. KIN WAI HO AND MR. YUEN POI LAM WILLIAM WHO ARE RETIRING BY ROTATION PURSUANT TO REGULATION 88 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFER THEMSELVES FOR RE-ELECTION AS A DIRECTORS, TO SERVE A TERM EXPIRING AT THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED.

(ITEMS 3(A) TO 3(B) OF THE PROXY CARD)

Our Board of Directors currently consists of 4 Directors, Mr. Kin Wai Ho, Dr. Chan Kai Yue Jason, Mr. Yuen Poi Lam William and Mr. William Mirecki. At the Annual General Meeting, the shareholders will vote on the re-election of Mr. Kin Wai Ho and Mr. Yuen Poi Lam William as Directors of the Company. Pursuant to Regulation 88 of the Company’s Constitution, one-third of the Directors on the Board of Directors will be up for re-election at the next Annual General Meeting of shareholders, at which time shareholders will vote on the election and qualification of their successors.

All shares duly voted will be voted for the election of directors as specified by the shareholders. No proxy may be voted for more people than the number of nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of each of the nominees named below, all of whom are presently directors. If any nominee is unable or declines to serve as a director at the time of the Annual General Meeting, although we know of no reason to anticipate that this will occur, the proxies will be voted for any nominee designated by the present Board to fill the vacancy.

The following paragraphs set forth information regarding the current ages, positions, and business experience of the nominees.

Mr. Kin Wai Ho was appointed as the Chairman of our Company from November 2021 to January 2023 and redesignated as Chief Executive Officer in January 2023. He was appointed as a director of our Company in June 2021. Since February 2018, Mr. Ho co-founded and was subsequently an executive director of Sapphire Universe, an investment holding company. Since November 2021, Mr. Ho has been a non-executive director of Fit Boxx Holdings Limited, a retail company. From June 2017 to May 2023, Mr. Ho served as an independent director of Lapco Holdings Limited (HKEx: 8472), an environmental hygiene service company. Mr. Ho has also served as a director of Faith Elite Limited since May 2018, Ever Sound International Limited since December 2008, Oriental Unicorn Limited since October 2020, Ever App Limited since September 2013, Sapphire Universe Holdings Pte. Ltd since June 2020, Primech A & P since April 2018, and HomeHelpy since November 2019. From May 2018 to November 2021, Mr. Ho served as a vice chairman of Fit Boxx Holdings Limited, a company engaged in the sourcing, marketing, selling and distribution of a variety of beauty device products, fitness, health care products, and other related products. From September 2015 to September 2020, Mr. Ho served as the Chairman of the board of directors and chief executive officer of Jimu Group Limited (previously known as Ever Smart International Holdings Limited) (HKEx: 8187), a footwear design and development, production management, and logistics management service company. From 2009 to 2015, Mr. Ho served as an executive director of Ever Smart International Enterprise Limited, a footwear trading company. From 2003 to 2009, Mr. Ho served as a sales merchandiser of Betastar Trading Limited, a footwear trading private company. From 2000 to 2001, Mr. Ho served as a programmer at JP Morgan Chase & Co., a multinational investment bank and financial services holding company. Mr. Ho obtained a Bachelor of Science degree in Management from the Royal Holloway and Bedford New College, University of London in 1999 and a Master of Science in Interactive Multimedia from Middlesex University in 2001.

Mr. Yuen Poi Lam William has served as our independent director since October 2023. Mr. Yuen is currently the company secretary of Kong Shum Smart Management Group (Holdings) Limited, a company listed on the Hong Kong Stock Exchange (HKEX: 8181). From November 2018 to October 2024, he was an independent director and the chairman of the audit committee of Weidai Ltd., a company listed on the over-the-counter market in the United States (OTC symbol: WEIDY) (formerly listed on the New York Stock Exchange (NYSE symbol: WEI)). Mr. Yuen has held various leadership positions in publicly listed companies in Hong Kong, including board member, chief financial officer, and company secretary. Earlier in his career, he held senior leadership roles in the global capital markets group and the audit and assurance department of Big Four accounting firms in Los Angeles and Hong Kong. Mr. Yuen holds a bachelor’s degree in accounting from the University of Southern California and is a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Additionally, Mr. Yuen is a certified public accountant in the state of California and a Chartered Global Management Accountant.