Kinergy Corporation Ltd. — Proxy Solicitation & Information Statement 2020

Nov 26, 2020

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.

==> picture [120 x 26] intentionally omitted <==

Kinergy Corporation Ltd. 光控精技有限公司[*]

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Kinergy Corporation Ltd. will be held by way of electronic means on Tuesday, 15 December 2020 at 9: 30 am for the purposes of considering and, if thought fit, passing with or without modifications, the following proposed ordinary resolutions of the Company. The Company will be conducting the EGM by way of electronic means at its registered office at 1 Changi North Street 1, Lobby 2, Singapore 498789. The Company will observe safe distancing measures in conducting the EGM. Shareholders should note that due to the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, the EGM will be held by way of electronic means and Shareholders will not be able to attend the EGM in person. Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 6 November 2020.

ORDINARY RESOLUTIONS

1. ‘‘THAT

• (a) the capital injection agreement dated 6 November 2020 (the ‘‘Capital Injection Agreement’’) entered into by Kinergy Intelligent Manufacturing Equipment (Nantong) Co. Ltd. (精技智能裝備（南通）有限公司) (a wholly-owned subsidiary of the Company) (‘‘Kinergy IME’’), Chongqing CEL Equity Investment Management Co., Ltd. (重慶光控股權投資管理有限公司) and Shanghai CEL Puyan Equity Investment Management Limited* (上海光控浦 燕股權投資管理有限公司) (the ‘‘Target Company’’) (a copy of which is marked ‘‘A’’ and signed by the chairman of the Meeting for the purposes of identification), pursuant to which Kinergy IME agreed to subscribe for new capital of the Target Company in the aggregate amount of RMB52.1 million

• For identification purposes only

– 1 –

(equivalent to approximately S$10.42 million) in cash and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one or more directors of the Company (the ‘‘Directors’’) be and are hereby authorised to execute all documents and do all such things and take all such steps which, in his opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated in and for the completion of the Capital Injection Agreement and to agree to such variation, amendment or waiver in relation thereto.’’

Yours faithfully, By Order of the Board Kinergy Corporation Ltd. Lim Kuak Choi Leslie

Executive Director and Chief Executive Officer

Hong Kong, 27 November 2020

Notes:

1. In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the register of the Shareholders of the Company will be closed from Monday, 14 December 2020, to Tuesday, 15 December 2020 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of the Shareholders of the Company on Tuesday, 15 December 2020 will be entitled to attend and vote at the EGM. In order to attend the EGM, any Shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificate with Boardroom Share Registrar (HK) Limited, the Company’s Hong Kong branch share registrar and transfer office, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, by no later than 4: 30 p.m. on Friday, 11 December 2020.

2. Pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the EGM will be held by way of electronic means at 9.30 a.m. on Tuesday, 15 December 2020.

3. Printed copies of the Notice of EGM, the Circular and this Proxy Form will be sent to Shareholders. The Notice of EGM, the Circular and this Proxy Form may also be accessed at the Company’s website at http://www.kinergy.com.sg/.

4. Alternative arrangements relating to attendance at the EGM via electronic means (including arrangements by which the EGM proceedings may be electronically accessed via live audio-visual webcast or live audio-only stream), submission of comments, queries and/or questions to the Chairman of the Meeting in advance of the EGM, addressing of substantial and relevant comments, queries and/or questions before the EGM and voting by appointing the Chairman of the Meeting as proxy at the EGM, are set out at Appendix II of the Circular.

– 2 –

1. Due to the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, the EGM will be held by way of electronic means and Shareholders will not be able to attend the EGM in person. A Shareholder (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM in accordance with the instructions on this Proxy Form if such Shareholder wishes to exercise his/her/its voting rights at the EGM. This Proxy Form may be accessed at the Company’s website at http://www.kinergy.com.sg/. Where a Shareholder (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in this Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

2. The Chairman of the Meeting, acting as proxy, need not be a Shareholder of the Company.

3. This Proxy Form must be submitted to the Company in the following manner:

4. a. if submitted by post, be lodged with the Company’s Share Registrar, Boardroom Share Registrar (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong; or

5. b. if submitted by way of electronic means, be submitted via email to the Company’s Share Registrar at srinfo.hk@boardroomlimited.com,

in either case, by 9.30 a.m. on Sunday, 13 December 2020. A Shareholder who wishes to submit this Proxy Form must first download, complete and sign this Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. In view of the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, Shareholders are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.

1. Where this Proxy Form is executed by an individual, it must be executed under the hand of the individual or his/her attorney duly authorised. Where this Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

2. As at the date hereof, the executive Directors are Mr. Lim Kuak Choi Leslie, Mr. Du Xiaotang, Mr. Lim Khin Mann and Mr. Tay Kim Kah; the non-executive Directors are Mr. Yang Ping (Chairman) and Mr. Tsang Sui Cheong Frederick; and the independent non-executive Directors are Mr. Ng Tiak Soon, Dr. Senerath Wickramanayaka Mudiyanselage Sunil Wickramanayaka and Professor Zhang Wei.

– 3 –