Kinergy Corporation Ltd. — Proxy Solicitation & Information Statement 2021

Feb 23, 2021

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Kinergy Corporation Ltd. 光控精技有限公司[*]

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (“MEETING” or “EGM”) TO BE HELD ON 12 MARCH 2021 AT 9:30 A.M. OR AT ANY ADJOURNMENT THEREOF

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] ordinary shares (“ Shares ”) of Kinergy Corporation Ltd. (the “ Company ”), hereby appoint the Chairman of the Meeting as my/our proxy to attend and act for me/us and on my/our behalf at the Meeting of the Company (or at any adjournment thereof) to be held by way of electronic means at the Company’s registered office at 1 Changi North Street 1, Singapore, on Friday, 12 March 2021, at 9:30 a.m. to vote for me/us and in my/our names(s) on the following resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used in this form of proxy shall, unless the context requires otherwise, have the same meanings as those defined in the circular of the Company dated 23 February 2021.

Please tick in the appropriate box to indicate how you wish your vote(s) to be cast, and if no such indication is given, your proxy is entitled to vote at his/her discretion [(Note][3)] .

		ORDINARY RESOLUTIONS		FOR		AGAINST
	1.	To approve, confirm and ratify the First Subscription Agreement and the transaction contemplated thereunder, including
		the grant of the specific mandate to allot and issue the First Subscription Shares.
	2.	To approve, confirm and ratify the Second Subscription Agreement and the transaction	contemplated thereunder,
		including the grant of the specific mandate to allot and issue the Second Subscription Shares.
	3.	To approve, confirm and ratify the Third Subscription Agreement and the transaction contemplated thereunder, including
		the grant of the specific mandate to allot and issue the Third Subscription Shares.
	4.	To approve, confirm and ratify the First Connected Subscription Agreement and the transaction contemplated thereunder,
		including the grant of the specific mandate to allot and issue the First Connected Subscription Shares.
	5.	To approve, confirm and ratify the Second Connected Subscription Agreement and the transaction contemplated
		thereunder, including the grant of the specific mandate to allot and issue the Second Connected Subscription Shares.
	6.	To approve, confirm and ratify the Third Connected Subscription Agreement and the transaction contemplated thereunder,
		including the grant of the specific mandate to allot and issue the Third Connected Subscription Shares.
	7.	To approve, confirm and ratify the Fourth Connected Subscription Agreement and the transaction contemplated
		thereunder, including the grant of the specific mandate to allot and issue the Fourth Connected Subscription Shares.
	8.	To approve, confirm and ratify the Fifth Connected Subscription Agreement and the transaction contemplated thereunder,
		including the grant of the specific mandate to allot and issue the Fifth Connected Subscription Shares.

Date

Signature

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. IMPORTANT: If you wish to vote for a resolution, please tick (“ ”) the box below the box marked “FOR”. If you wish to vote against a resolution, please tick (“ ”) the box below the box marked “AGAINST” . If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

5. 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 Friday, 12 March 2021.

6. 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/ .

7. 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.

8. 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.

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

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

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

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

13. in either case, by 9:30 a.m. on Wednesday, 10 March 2021. 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.

14. 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.

Personal Data Privacy

By submitting the Proxy Form appointing the Chairman of the Meeting as proxy to attend, speak and vote at the EGM and/or any adjournment thereof, a Shareholder consents to the collection, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy for the EGM and/or any adjournment thereof, and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM and/or any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

Under the Personal Data (Privacy) Ordinance of Hong Kong

“Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”). Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy. Your Personal Data will not be transferred to other third parties (other than the Hong Kong Share Registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.

• For identification purposes only