Hybrid Kinetic Group Limited — Proxy Solicitation & Information Statement 2013

Jan 10, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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HYBRID KINETIC GROUP LIMITED 正道集團有限公司

(incorporated in Bermuda with limited liability)

(Stock code: 1188)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Hybrid Kinetic Group Limited (the “ Company ”) will be held at Suites 1407-8, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Monday, 28 January 2013 at 11:00 a.m. for the purposes of considering and, if thought fit, passing (with or without modifications), each of the following resolutions (each a “ Resolution ”) as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT (a) the connected transaction constituted by the entering into of the conditional subscription agreement dated 23 November 2012 (the “ Sun East Subscription Agreement ”, a copy of which has been produced to this meeting marked “A” and initialed by the chairman of this meeting for the purpose of identification) between Sun East LLC as subscriber and Hybrid Kinetic Group Limited (the “ Company ”) as issuer in relation to the subscription (the “ Sun East Subscription ”) by Sun East LLC for the investment amount of US$15,894,900 of such number of new ordinary shares (the “ Sun East Subscription Shares ”) of HK$0.10 each in the Company (not exceeding 1,239,802,200 Sun East Subscription Shares) at the subscription price of HK$0.10 per Subscription Share subject to and upon other terms and conditions contained in the Sun East Subscription Agreement together with the transactions contemplated thereunder (including the allotment and issue of the Sun East Subscription Shares) and

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all other matters thereof and incidental thereto or in connection therewith be and they are hereby generally and unconditionally approved in all respects and that the Sun East Subscription Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other new ordinary shares of HK$0.10 each in the Company in issue at the date of such allotment and issue; and (b) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Sun East Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

1. “ THAT (a) the entering into of the conditional subscription agreement dated 23 November 2012 (the “ Run Hai Subscription Agreement ”, a copy of which has been produced to this meeting marked “B” and initialed by the chairman of this meeting for the purpose of identification) between Run Hai International Limited（潤海國際有限 公司）(“ Run Hai ”) as subscriber and Hybrid Kinetic Group Limited (the “ Company ”) as issuer in relation to the subscription (the “ Run Hai Subscription ”) by Run Hai for the investment amount of US$22,000,000 of such number of new ordinary shares (the “ Run Hai Subscription Shares ”) of HK$0.10 each in the Company (not exceeding 1,716,000,000 Run Hai Subscription Shares) at the subscription price of HK$0.10 per Subscription Share subject to and upon other terms and conditions contained in the Run Hai Subscription Agreement together with the transactions contemplated thereunder (including the allotment and issue of the Run Hai Subscription Shares) and all other matters thereof and incidental thereto or in connection therewith be and they are hereby generally and unconditionally approved in all respects and that the Run Hai Subscription Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other new ordinary shares of HK$0.10 each in the Company in issue at the date of such allotment and issue; and (b) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Run Hai Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

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1. “ THAT (a) the entering into of the conditional subscription agreement dated 23 November 2012 (the “ Good Shine Subscription Agreement ”, a copy of which has been produced to this meeting marked “C” and initialed by the chairman of this meeting for the purpose of identification) between Good Shine International Limited (“ Good Shine ”) as subscriber and Hybrid Kinetic Group Limited (the “ Company ”) as issuer in relation to the subscription (the “ Good Shine Subscription ”) by Good Shine for the investment amount of US$10,000,000 of such number of new ordinary shares (the “ Good Shine Subscription Shares ”) of HK$0.10 each in the Company (not exceeding 780,000,000 Good Shine Subscription Shares) at the subscription price of HK$0.10 per Subscription Share subject to and upon other terms and conditions contained in the Good Shine Subscription Agreement together with the transactions contemplated thereunder (including the allotment and issue of the Good Shine Subscription Shares) and all other matters thereof and incidental thereto or in connection therewith be and they are hereby generally and unconditionally approved in all respects and that the Good Shine Subscription Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other new ordinary shares of HK$0.10 each in the Company in issue at the date of such allotment and issue; and (b) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Good Shine Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

2. “ THAT (a) the entering into of the conditional subscription agreement dated 23 November 2012 (the “ Fortune Ever Subscription Agreement ”, a copy of which has been produced to this meeting marked “D” and initialed by the chairman of this meeting for the purpose of identification) between Fortune Ever Limited（富永有限公司） (“ Fortune Ever ”) as subscriber and Hybrid Kinetic Group Limited (the “ Company ”) as issuer in relation to the subscription (the “ Fortune Ever Subscription ”) by Fortune Ever for the investment amount of US$8,000,000 of such number of new ordinary shares (the “ Fortune Ever Subscription Shares ”) of HK$0.10 each in the Company (not exceeding 624,000,000 Fortune Ever Subscription Shares) at the subscription price of HK$0.10 per Subscription Share subject to and upon other terms and conditions contained in the Fortune Ever Subscription Agreement together with the transactions

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contemplated thereunder (including the allotment and issue of the Fortune Ever Subscription Shares) and all other matters thereof and incidental thereto or in connection therewith be and they are hereby generally and unconditionally approved in all respects and that the Fortune Ever Subscription Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other new ordinary shares of HK$0.10 each in the Company in issue at the date of such allotment and issue; and (b) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Fortune Ever Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

1. “ THAT (a) the entering into of the conditional subscription agreement dated 23 November 2012 (the “ XMM Subscription Agreement ”, a copy of which has been produced to this meeting marked “E” and initialed by the chairman of this meeting for the purpose of identification) between Mr Xu Maomao（徐毛毛）(“ XMM ”) as subscriber and Hybrid Kinetic Group Limited (the “ Company ”) as issuer in relation to the subscription (the “ XMM Subscription ”) by XMM for the investment amount of US$7,105,100 of such number of new ordinary shares (the “ XMM Subscription Shares ”) of HK$0.10 each in the Company (not exceeding 554,197,800 Subscription Shares) at the subscription price of HK$0.10 per Subscription Share subject to and upon other terms and conditions contained in the XMM Subscription Agreement together with the transactions contemplated thereunder (including the allotment and issue of the XMM Subscription Shares) and all other matters thereof and incidental thereto or in connection therewith be and they are hereby generally and unconditionally approved in all respects and that the XMM Subscription Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other new ordinary shares of HK$0.10 each in the Company in issue at the date of such allotment and issue; and (b) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the XMM Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

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1. “ THAT the directors (the “ Directors ”) of Hybrid Kinetic Group Limited (the “ Company ”) (or a duly authorised committee thereof) be and they are hereby generally and specifically authorised to allot and issue such number of new ordinary shares of HK$0.10 each in the Company (the “ Specific Mandate ”) as may be required to cover the appropriate number of the Subscription Shares pursuant to the respective terms and conditions of the Sun East Subscription Agreement (subject to the passing of resolution no. 1 above), the Run Hai Subscription Agreement (subject to the passing of resolution no. 2 above), the Good Shine Subscription Agreement (subject to the passing of resolution no. 3 above), the Fortune Ever Subscription Agreement (subject to the passing of resolution no. 4 above) and the XMM Subscription Agreement (subject to the passing of resolution no. 5 above). The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution.”

Yours faithfully,

By order of the Board Hybrid Kinetic Group Limited Yeung Yung Chairman

Hong Kong, 11 January 2013

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business in Hong Kong: Suites 1407-8, 14th Floor Great Eagle Centre 23 Harbour Road Wanchai, Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more separate proxy(ies) to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed with the circular of the Company dated 11 January 2013.

3. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or at any adjournment thereof). Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Meeting or at any adjourned meeting (as the case may be) should they so wish.

4. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, the joint member whose name stands first on the register of members of the Company in respect of such share, or his proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

5. The votes at the Meeting will be taken by poll.

As at the date of this notice, the board of directors of the Company comprise eleven executive directors, namely Dr Yeung Yung (Chairman), Dr Huang Chunhua (Deputy Chairman), Dr Jang Bor Zeng Bohr (Deputy Chairman), Dr Wang Chuantao (Chief Executive Officer), Mr Liu Stephen Quan, Mr Hui Wing Sang, Wilson, Dr Zhamu Aruna, Dr Zhu Shengliang, Dr Zhang Zhenwei, Mr Xu Jianguo and Mr Li Zhengshan, one non-executive director, namely Dr Xia Tingkang, Tim and six independent non-executive directors, namely Mr Wong Lee Hing, Dr Song Jian, Dr Zhu Guobin, Mr Cheng Tat Wa, Dr Li Jianyong and Mr Chan Sin Hang.

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