Hybrid Kinetic Group Limited — Proxy Solicitation & Information Statement 2017

Sep 25, 2017

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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)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at 11:00 a.m. on Tuesday, 31 October 2017 at Suite 1410, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong (or any adjournment thereof)

I/We[(note a) ] of being the registered holder(s) of[(note b) ] shares of HK$0.10 each in the capital of Hybrid Kinetic Group Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”) or of to act as my/our proxy[(note c)] to attend for me/us at the Meeting to be held at 11:00 a.m. on Tuesday, 31 October 2017 at Suite 1410, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	FOR(note d)	AGAINST(note d)
1.	To re and t Dece	ceive and approve the audited consolidated financial statements of the Company and its subsidiaries he reports of the directors (the “Directors”) and the auditors of the Company for the year ended 31 mber 2016.
2.	(a)	To re-elect Dr Wang Chuantao as executive Director.
	(b)	To re-elect Mr Liu Stephen Quan as executive Director.
	(c)	To re-elect Dr Zhu Shengliang as executive Director.
	(d)	To re-elect Dr Song Jian as independent non-executive Director.
	(e)	To re-elect Dr Zhu Guobin as independent non-executive Director.
	(f)	To re-elect Mr Lee Cheung Yuet Horace as independent non-executive Director.
	(g)	To authorise the board of Directors to fix the remuneration of the Directors.
3.	To re-appoint ZHONGHUI ANDA CPA LIMITED as the auditors of the Company for the year ending 31 December 2017 and authorise the board of Directors to fix their remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with unissued shares of HK$0.10 each in the share capital of the Company, the aggregate number of which shall not exceed 20% of the aggregate number of shares in the Company in issue as at the date of passing of this resolution.
5.	To grant a general mandate to the Directors to buy-back the Company’s shares up to 10% of the aggregate number of shares in the Company in issue as at the date of passing of this resolution.
6.	To add the number of shares in the Company bought back by the Company to the general mandate granted to the Directors under resolution no. 4 above.
7.	To approve the refreshment of the 10% General Scheme Limit (as defined in the Company’s circular dated 25 September 2017) on the grant of options under the Company’s existing share option scheme adopted on 13 June 2013.

• The full text of each of the resolutions is set out in the notice of the Meeting.

Date this day of 2017.

Shareholder’s signature[(notes e, f, g, h and i)]

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.

• b. Please insert the number of shares in the Company (the “ Shares ”) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the annual general meeting of the Company (the “ Meeting ”) or” and insert the name and address of the person appointed in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If the form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. Where there are joint registered holders of any 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, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, 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 fixed for holding the Meeting (or any adjournment thereof).

• h. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish.

• i. Any alteration made to this form of proxy should be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘ ‘Purposes ’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s principal place of business in Hong Kong at Suites 1407-8, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong.