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Hybrid Kinetic Group Limited Proxy Solicitation & Information Statement 2017

Jun 16, 2017

49754_rns_2017-06-16_13ac9d87-ff39-4482-a315-7738a31d0576.pdf

Proxy Solicitation & Information Statement

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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 Suite 1410, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Wednesday, 19 July 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modification), the following resolutions of the Company:

SPECIAL RESOLUTION

1. Termination of engagement and removal of external auditors

THAT the termination of engagement and removal of BDO Limited as external auditors of the Company be approved, ratified and/or confirmed.”

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ORDINARY RESOLUTION

2. Engagement and appointment of external auditors

THAT ZHONGHUI ANDA CPA LIMITED be and is hereby engaged and appointed as external auditors of the Company in place of BDO Limited, and to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be determined by the directors of the Company; and any one director of the Company be and is hereby authorised to sign and deliver any and all documents for and on behalf of the Company and take any actions and/or steps in connection with the proposed change of external auditors of the Company as such director considers necessary or desirable to give effect to the foregoing matters.”

Yours faithfully

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

Hong Kong, 19 June 2017

Registered office: Head office and principal place Canon’s Court of business in Hong Kong: 22 Victoria Street Suites 1407-8, 14th Floor Hamilton HM12 Great Eagle Centre Bermuda 23 Harbour Road Wanchai, Hong Kong

Notes:

  1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “ Shares ”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

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  1. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she 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, and 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.

  2. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her 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, and must be deposited with the Hong Kong branch share registrar and transfer office (the “ Branch Share Registrar ”) of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (or any adjournment thereof).

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

  4. In order to determine the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 14 July 2017 to Wednesday, 19 July 2017 (both days inclusive) during which no transfer of Shares will be registered. All completed transfer forms (accompanied by the relevant share certificate(s)) must be lodged with the Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 13 July 2017.

As at the date of this notice, the Board comprises ten executive Directors, namely Dr Yeung Yung (Chairman), Mr Xu Jianguo (Chief Executive Officer), Mr Hui Wing Sang, Wilson (Deputy Chairman), Dr Huang Chunhua (Deputy Chairman), Dr Wang Chuantao (Deputy Chairman), Mr Liu Stephen Quan, Dr Zhu Shengliang, 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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