Hybrid Kinetic Group Limited — Proxy Solicitation & Information Statement 2014

Dec 15, 2014

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 1408, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Monday, 5 January 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modification), the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the terms and conditions, and the entering into, of the conditional share transfer agreement dated 18 August 2014 (the “ GBS Share Transfer Agreement ”) entered into between (i) Hybrid Kinetic Power Battery Holdings Limited（正道動力電池控股有限公 司）(an indirect, wholly-owned subsidiary of the Company) (the “ Vendor ”) and (ii) Headland Co., Limited（海德蘭（香港）有限公司）(“ Headland ”), Ms Wenren Hongyan（聞人紅雁） (“ WHY ”) and Mr Wenren Hongquan（聞人紅權）(“ WHQ ”) (Headland, WHY and WHQ collectively, the “ Purchasers ”) regarding the disposal of 75% equity interest of Zhejiang GBS Energy Co., Ltd（浙江佳貝思綠色能源有限公司）by the Vendor to the Purchasers (the “ GBS Equity Interest Disposal ”) at the consideration and subject to and upon the terms and conditions contained in the GBS Share Transfer Agreement (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification); and all the transactions contemplated under the GBS Share Transfer Agreement and ancillary arrangements be and are hereby approved, confirmed and/ or ratified (as the case may be); and that any one director or (if affixing of seal is required)

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any two directors of the Company be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, delivery (including under seal where applicable) and to authorise the signing, executing, perfecting and delivering (including under seal where applicable) of all such documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with the transactions contemplated under and/or ancillary to the GBS Share Transfer Agreement, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the GBS Share Transfer Agreement as he may in his absolute discretion consider to be desirable and in the interests of the Company, and all of such acts of director(s) as aforesaid be hereby approved, ratified and confirmed (as the case may be).”

Yours faithfully

For and on behalf of the board of directors Hybrid Kinetic Group Limited Yeung Yung Chairman

Hong Kong, 16 December 2014

Registered office: Principal place of business Canon’s Court in Hong Kong: 22 Victoria Street Suites 1407-8, 14th Floor Hamilton HM 12 Great Eagle Centre Bermuda 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 16 December 2014.

3. To be valid, the 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 any adjournment thereof).

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or at any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the case of joint holders of a share, any one of such joint holders may vote, either in person 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, 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. 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.

6. Resolution set out in this notice will be taken by poll at the Meeting.

As at the date of this notice, the board of directors of the Company comprises ten executive directors, namely Dr Yeung Yung (Chairman), Dr Huang Chunhua (Deputy Chairman), Dr Wang Chuantao (Chief Executive Officer), Mr Hui Wing Sang, Wilson (Deputy Chairman), Mr Liu Stephen Quan, Dr Zhu Shengliang, Mr Xu Jianguo, Mr Li Zhengshan, Mr Ting Kwok Kit, Johnny and Mr Chen Xiao, one non-executive director, namely Dr Xia Tingkang, Tim and six independent non-executive directors, namely Mr Wong Lee Hing, Dr Song Jian, Mr Cheng Tat Wa, Dr Zhu Guobin, Dr Li Jianyong and Mr Chan Sin Hang.

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