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Kinergy Corporation Ltd. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

50799_rns_2026-04-16_7b0cc4bf-5236-44ba-ac3a-62ce97e25321.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Kinergy Corporation Ltd., you should hand this circular together with the accompanying form of proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.


KINERGY

Kinergy Corporation Ltd.

精技集團有限公司*

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Kinergy Corporation Ltd. to be held at the Company's registered office at 1 Changi North Street 1, Singapore 498789 on Friday, 22 May 2026 at 9:30 a.m. is set out in Appendix III to this Circular. Persons entitled to attend and vote at the AGM are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the office of China Everbright Limited at 46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish.

  • For identification purposes only

16 April 2026


CONTENTS

Page

DEFINITIONS... 1

LETTER FROM THE BOARD

I. Introduction ... 5
II. General Mandate to Repurchase Shares... 5
III. General Mandate to Issue Shares... 5
IV. Re-election of Retiring Directors... 6
V. Proposed Re-appointment of Auditor ... 7
VI. Closure of Register of Members... 7
VII. Annual General Meeting And Voting By Way of Poll ... 8
VIII. Action To Be Taken ... 8
IX. Responsibility Statement... 8
X. Recommendation... 9
XI. General Information... 9

APPENDIX I — EXPLANATORY STATEMENT FOR
REPURCHASE MANDATE ... 10

APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED ... 14

APPENDIX III — NOTICE OF ANNUAL GENERAL MEETING ... 18


DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"
the annual general meeting of the Company to be held on Friday, 22 May 2026 at 9:30 a.m. or any adjournment thereof (as the case may be)

"AGM Notice"
the notice dated 16 April 2026 convening the AGM as set out in Appendix III to this Circular

"associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Audit Committee"
the audit committee of the Board

"Board"
the board of Directors

"Circular"
this circular to Shareholders dated 16 April 2026

"close associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Company"
Kinergy Corporation Ltd. (精技集團有限公司*), a company incorporated in Singapore with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Constitution"
the constitution of the Company, as may be amended, supplemented or modified from time to time

"core connected person(s)"
has the meaning ascribed thereto under the Listing Rules

"Director(s)"
the director(s) of the Company as at the date of this Circular or from time to time, as the case may be

"General Mandate"
a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with the Shares (including any sale or transfer of Treasury Shares) in the manner as set out in resolution 4B in the AGM Notice

  • 1 -

DEFINITIONS

“Group” the Company and its subsidiaries
“HK$”, “HKD” and “Hong Kong cents” Hong Kong dollar(s) and cent(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 7 April 2026, being the latest practicable date before printing of this Circular for ascertaining information contained herein
“Listing Date” the date of the listing of the Company, i.e. 18 July 2018
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee” the nomination committee of the Board
“PRC” the People’s Republic of China, for the purpose of this Circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Remuneration Committee” the remuneration committee of the Board
“Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out in resolution 4A in the AGM Notice
“S$”, “SGD” and “Singapore cents” Singapore dollar(s) and cent(s), the lawful currency of Singapore
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” ordinary shares(s) in the capital of the Company
“Shareholder(s)” shareholder(s) of the Company

– 2 –


  • 3 -

DEFINITIONS

"Singapore" the Republic of Singapore

"Singapore Companies Act" the Companies Act 1967 of Singapore as amended, supplemented or otherwise modified from time to time

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"subsidiary(ies)" has the meaning ascribed thereto under the Listing Rules

"Takeovers Code" the Hong Kong Codes on Takeovers and Mergers and Share Buy-Backs, as amended, supplemented or otherwise modified from time to time

"Treasury Shares(s)" has the meaning ascribed thereto under the Listing Rules

"%" per centum or percentage

  • For identification purposes only

LETTER FROM THE BOARD

KINERGY

Kinergy Corporation Ltd.

精技集團有限公司

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

Executive Directors:

Mr. Lim Kuak Choi Leslie
(Chief Executive Officer)

Mr. Du Xiaotang

Mr. Lim Khin Mann

Mr. Tay Kim Kah

Non-executive Directors:

Mr. Loh Kin Wah (Chairman)

Mr. Fan Zhirong

Independent Non-executive Directors:

Mr. Hoon Chee Wai

Dr. Ang Peng Huat

Ms. Chan Tak Yi

Registered Office and Principal Place of
Business in Singapore:

1 Changi North Street 1

Singapore 498789

Principal Place of Business
in Hong Kong:

31/F

148 Electric Road

North Point

Hong Kong

16 April 2026

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING


LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this Circular is to provide you with information regarding the resolutions to be proposed at the AGM in relation to (i) granting of the Repurchase Mandate; (ii) granting of the General Mandate and extension of the General Mandate; and (iii) the re-election of retiring Directors.

II. GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution set out as resolution 4A in the AGM Notice will be proposed for the Shareholders to consider and, if thought fit, approve to grant the Repurchase Mandate to the Directors to repurchase Shares up to 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the resolution. At the Latest Practicable Date, the total number of issued Shares was 920,393,394 Shares. Accordingly, subject to the passing of resolution 4A, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the issued Shares as at the date of the passing of the resolution to approve the Repurchase Mandate on the basis of no Share being issued or repurchased and no change in the number of issued share of the Company prior to such date) would enable the Company to repurchase 92,039,339 Shares. The Repurchase Mandate will expire whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution to be held; or (iii) the revocation or variation of the authority given under such Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting prior to (i) or (ii) (as the case may be).

If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be subject to the ordinary resolution contained in resolution 4 of the AGM Notice and made in accordance with the Listing Rules and any applicable laws and regulations.

An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this Circular.

III. GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution set out as resolution 4B in the AGM Notice will be proposed for the Shareholders to consider and, if thought fit, approve that the Directors be given the General Mandate to allot, issue and deal with new Shares (including any sale or transfer of


LETTER FROM THE BOARD

Treasury Shares) up to an amount not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution. As at the Latest Practicable Date, the total number of issued Shares was 920,393,394 Shares (excluding any Treasury Shares). Assuming that there is no change in the total number of issued Shares within the period from the Latest Practicable Date to the date of the AGM, the maximum number of Shares which may be allotted, issued and dealt with (including any sale or transfer of Treasury Shares) pursuant to the General Mandate will be 184,078,678 Shares. Such General Mandate may be extended by a separate resolution set out as resolution 4C in the AGM Notice by adding to such General Mandate if so granted the number of Shares repurchased by the Company pursuant to the Repurchase Mandate if so granted. The granting and extension of the General Mandate will provide flexibility to the Directors to issue Shares when it is in the interest of the Company.

The General Mandate will expire whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution to be held; or (iii) the revocation or variation of the authority given under such General Mandate by an ordinary resolution of the Shareholders in a general meeting prior to (i) or (ii) (as the case may be).

IV. RE-ELECTION OF RETIRING DIRECTORS

The Company has formulated a director nomination policy. The Nomination Committee is responsible for identifying candidates suitably qualified to become members of the Board and it may select candidates nominated for directorship. When formulating a recommendation to the Board for appointment of a Director (including an independent non-executive Director), the Nomination Committee shall consider various criteria in evaluating and selecting candidates for directorships, including, among others, (i) character, integrity and reputation, (ii) qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Group's business and corporate strategy, (iii) willingness to devote adequate time to discharge duties as a member of the Board and other directorships and significant commitments, (iv) the number of existing directorships and other commitments that may demand the attention of the candidate, (v) the requirement for the Board to have independent non-executive Directors in accordance with the Listing Rules and whether the candidates would be considered independent with reference to the requirements under the Listing Rules, (vi) the board diversity policy of the Company and any measurable objectives adopted by the Board for achieving diversity on the Board, which include but not limited to gender, age, culture and education background, ethnicity, professional experience, skills, knowledge and terms of service, and (vii) such other perspectives appropriate to the Group's business.

  • 6 -

LETTER FROM THE BOARD

In accordance with Regulation 89 of the Constitution, at each annual general meeting, one-third of the Directors for the time being shall retire from office by rotation. In accordance with Regulations 89 and 90 of the Constitution, Mr. Lim Khin Mann, Mr. Tay Kim Kah and Mr. Fan Zhirong retire from office of Directors by rotation and, being eligible, offer themselves for re-election at the AGM. Details of the above Directors who are proposed for re-election are set out in Appendix II to this Circular.

The Nomination Committee has considered the profile, qualification and experience and other factors of Mr. Lim Khin Mann, Mr. Tay Kim Kah and Mr. Fan Zhirong as set out in Appendix II to this circular. The Nomination Committee is satisfied that each of them possess the required character, integrity and experience to continuously fulfill their respective roles as executive Director or non-executive Director effectively, and proposes them to the Board for re-election at the AGM. The Board believes that their re-election would be in the best interest of the Company and the Shareholders as a whole. The Board accepted the nomination of the Nomination Committee and recommended Mr. Lim Khin Mann and Mr. Tay Kim Kah for re-election as executive Directors, and Mr. Fan Zhirong for re-election as a non-executive Director at the AGM.

V. PROPOSED RE-APPOINTMENT OF AUDITOR

PKF-CAP LLP (“PKF”) will retire as the independent auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment. Upon the recommendation of the Audit Committee, the Board proposed to re-appoint PKF as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

VI. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 18 May 2026, to Friday, 22 May 2026, both dates inclusive, (the “Book Close Period”) for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM. During the Book Close Period, no transfer of Shares will be registered. Shareholders whose names appear on the register of the Shareholders of the Company on Friday, 22 May 2026 will be entitled to attend and vote at the AGM.

In order to be entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Friday, 15 May 2026.

  • 7 -

LETTER FROM THE BOARD

VII. ANNUAL GENERAL MEETING AND VOTING BY WAY OF POLL

The AGM Notice is set out in Appendix III to this Circular. At the AGM, resolutions will be proposed to the Shareholders to consider and, if thought fit, approve inter alia, the Repurchase Mandate, the General Mandate, the extension of the General Mandate and the re-election of retiring Directors as ordinary resolutions. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll save for resolutions relating purely to a procedural or administrative matter. Accordingly, the Company will procure the chairman of the AGM to demand the resolutions to be put to vote by poll. The results of the poll will be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules. Treasury Shares, if any, registered in the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, Treasury Shares, if any, pending withdrawal from and/or transfer through CCASS shall not bear any voting rights at the Company's general meeting(s).

VIII. ACTION TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this Circular and such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

IX. RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading.

  • 8 -

LETTER FROM THE BOARD

X. RECOMMENDATION

The Board considers that the resolutions referred to in this Circular and in the AGM Notice are all in the best interest of the Company and the Shareholders and accordingly recommends the Shareholders to vote in favour of such resolutions to be proposed at the AGM.

XI. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Circular.

Yours faithfully,

By order of the Board

Kinergy Corporation Ltd.

Lim Kuak Choi Leslie

Executive Director and Chief Executive Officer

  • For identification purposes only

  • 9 -


APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

I. REPURCHASE MANDATE

It is proposed that the Directors may exercise the powers of the Company to repurchase up to 10% of the number of the issued Shares (excluding any Treasury Shares) as at the date of passing of the resolution granting to the Directors the Repurchase Mandate. At the Latest Practicable Date, the total number of issued Shares was 920,393,394 Shares (excluding any Treasury Shares). Accordingly, subject to the passing of resolution 4A, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the issued Shares (excluding any Treasury Shares) as at the date of the passing of the resolution to approve the Repurchase Mandate on the basis of no Share being issued or repurchased and no change in the number of issued share of the Company prior to such date) would enable the Company to repurchase 92,039,339 Shares.

II. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. The Directors consider that such repurchases would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors will only make such purchases in circumstances where they consider them to be in the best interest of the Company.

III. FUNDING OF REPURCHASES

Any payment made by the Company in consideration of any repurchases of Shares may be made out of funds which are legally available for such purpose in accordance with the Constitution, the Listing Rules and the Singapore Companies Act.

The Company shall not repurchase Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Subject to the abovementioned restriction, any repurchase of the Shares by the Company may be made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or subject to the Singapore Companies Act, out of capital provided that on the day immediately following the date of repurchase of the Shares, the Company is able to pay its debts as they fall due in the ordinary course of business.


APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

IV. IMPACT OF REPURCHASE

As compared with the position disclosed in the Company’s most recent audited consolidated financial position as at 31 December 2025 and in particular the working capital position of the Company and the number of issued Shares at that time, the Directors consider that there would not be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate were to be exercised in full at any time during the validity of the Repurchase Mandate.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in circumstances, have a material adverse impact on the working capital requirements of the Company or its gearing level which, in the opinion of the Directors, is from time to time appropriate for the Company.

V. PRICE OF SHARES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date and the current month up to the Latest Practicable Date were as follows:

Price Per Share
Highest HK$ Lowest HK$
2025
April 0.118 0.080
May 0.137 0.101
June 0.139 0.113
July 0.187 0.116
August 0.192 0.128
September 0.580 0.144
October 0.630 0.325
November 0.490 0.215
December 0.450 0.335
2026
January 0.385 0.295
February 0.355 0.300
March 0.395 0.305
April (up to the Latest Practicable Date) 0.340 0.315

APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

VI. GENERAL

The Directors will exercise the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Constitution and the Singapore Companies Act and other applicable laws and regulations of Singapore. The Directors confirmed that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features. The Directors confirmed that they will exercise their power to repurchase any Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Constitution and any applicable laws.

None of the Directors, to the best of their knowledge having made all reasonable enquiries, or any of their respective close associates have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, none of the core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

As stated in the Letter from the Board, if the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.

To the extent that any Treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.


APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

VII. TAKEOVERS CODE

If, on the exercise of the power to repurchase the Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, Central Huijin Investment Ltd. (“Huijin”) together with its close associates, are interested in 259,382,380 Shares, representing approximately 28.18% of the Shares in issue. As at the Latest Practicable Date, Mr. Lim Kuak Choi Leslie together with Ms. Foo Kaw Jee and Mr. Lim Khin Mann who are persons acting in concert (together, the “Lims”) are interested in 350,215,113 Shares, representing approximately 38.05% of the Shares in issue.

Assuming that there is no change in the number of issued Shares prior to the AGM, in the event that the Repurchase Mandate is exercised in full, the interests of Huijin in terms of voting rights of the Company would be increased from approximately 28.58% to approximately 31.75%; and the interests of the Lims in terms of voting rights of the Company would be increased from approximately 38.05% to approximately 42.28%. Such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Further, the Directors have no intention of exercising the Repurchase Mandate to such an extent that will result in the number of Shares in public hands falling below the prescribed minimum percentage of 25% of the total issued share capital of the Company as required under Rule 8.08 of the Listing Rules.

VIII. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

  • 13 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Mr. Lim Khin Mann

Mr. Lim Khin Mann (林歆銘), aged 54, is an executive Director. Mr. Lim Khin Mann joined the Group in March 2016 and was appointed as an alternate Director to Ms. Foo Kaw Jee in February 2017. Subsequently, he ceased to be an alternate director and was appointed as an executive Director in May 2019. Mr. Lim Khin Mann is the son of Mr. Lim Kuak Choi Leslie and Ms. Foo Kaw Jee.

Mr. Lim Khin Mann has more than 28 years of experience in trading and marketing. Mr. Lim Khin Mann joined Approved Chemicals (S.E.A) Pte Ltd., a company engaging processing and trading of specialty chemicals, in June 1996. He is currently marketing manager in Approved Chemicals (S.E.A) Pte Ltd., mainly responsible for securing new business and maintaining existing business. Mr. Lim Khin Mann is also a director of Allchem Lubricants Sdn. Bhd., the principal activity of which is the manufacturing and trading of lubricants for machines. Mr. Lim Khin Mann also holds directorship in the subsidiaries of the Company, namely Kinergy EMS, Kinergy Mechatronics, KinerTec (Nantong) Co. Ltd. ("KinerTec") and Jiangsu KinerFurui Mechanical Co., Ltd..

Mr. Lim Khin Mann obtained a degree of Bachelor of Business Administration from the University of Michigan in Ann Arbor in the US in May 1996.

Saved as disclosed above, Mr. Lim (i) does not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, (ii) does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company, and (iii) does not hold any position with any other members of the Group. At the Latest Practicable Date, Mr. Lim is deemed or taken to be interested in 25,642,000 Shares within the meaning of Part XV of the SFO. In accordance with the service agreement between the Company and Mr. Lim, he was appointed for an initial term of three years commencing from the Listing Date. He is entitled to a Director's fee of $45,000 subject to any increment as determined by the Board or the remuneration committee of the Board. He is entitled to a discretionary bonus subject to approval of the Board or the remuneration committee of the Board having regard to the operating results of our Group and the performance of the executive Director. He will also be subject to retirement by rotation and re-election at the AGM in accordance with the Constitution.

  • 14 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Tay Kim Kah

Mr. Tay Kim Kah (鄭金暉), also known as Tee Kim Kah, aged 88, is an executive Director and a member of the Nomination Committee. He was appointed as an executive Director since November 2019. He is also the financial controller of the Group. He is mainly in-charge of finance and human resources and assisting chief executive officer in formulating and successfully implementing strategies for the Group.

Mr. Tay first joined the Group as a director of the Company from January 2004 to October 2006. Mr. Tay has assumed key managerial roles in a number of subsidiaries of the Group, such as the director each of Kinergy Japan K.K. since June 2015, Kinergy EMS (Nantong) Company Limited (精技電子(南通)有限公司) since June 2013, Kinergy Mechatronics Commercial Trade Shanghai Co., Ltd. (精技機電商貿(上海)有限公司 since July 2013 and Shanghai GenLight Capital Management Co. Ltd. (上海光朴創業投資管理有限公司) since January 2021. Mr Tay is also a director of KinerTec (Nantong) Co. Ltd. (精技精密制造(南通)有限公司).

Mr. Tay has more than 58 years of experience in accounting and finance. From August 1967 to December 1984, Mr. Tay served in Keppel Corporation Limited which was principally involved in offshore and marine investment, and his last position was managing director who was primarily responsible for the Keppel Corporation Limited's finance, performance and strategy management. Subsequently between middle of 1985 and July 1986, Mr. Tay served as the finance director for Asia-Pacific region in Carrier International Corporation, an air conditioner manufacturer and a subsidiary of United Technologies Corporation. He then joined Consolidated Hotels Limited (now known as YTC Corporation Limited) which provided hotel and accommodation services in August 1986 and his last position was vice president, where Mr. Tay was primarily responsible for the financial function of the group and assisting in growth and development of the company. After leaving YTC Corporation Limited in 2001, Mr. Tay purchased a minority interest in Woleco Hotel Supplies Pte Ltd, a company which designs, formulates, manufactures and sells personal care products, and served as the managing director until 2003.

Mr. Tay studied accountancy in Singapore Polytechnic in Singapore in 1961. He took the examination set by The Australian Society of Accountants and qualified as an accountant in 1963. He was admitted to the Australian Society of Accountants as a registered accountant in March 1965 and upgraded to as a fellow of Australian Society of Accountants in November 1978. In May 1965 he was admitted as a registered accountant to the Singapore Society of Accountants which is now renamed as the Institute of Singapore Chartered Accountants. Mr. Tay attended a postgraduate course in London Business School in the United Kingdom in 1973.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Saved as disclosed above, Mr. Tay (i) does not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, (ii) does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company, and (iii) does not hold any position with any other members of the Group. At the Latest Practicable Date, Mr. Tay is deemed or taken to be interested in 8,650,000 Shares within the meaning of Part XV of the SFO. In accordance with the service agreement between the Company and Mr. Tay, he is appointed for an initial term of three years commencing from 18 November 2019. He is entitled to a Director's fee of S$30,000 subject to any increment as determined by the Board or the Remuneration Committee. He is entitled to a discretionary bonus subject to approval of the Board or the Remuneration Committee having regard to the operating results of our Group and the performance of the executive Director. He will also be subject to retirement by rotation and re-election at the AGM in accordance with the Constitution.

Mr. Fan Zhirong

Mr. Fan Zhirong (范志榮), aged 47, is a non-executive Director of the Company. He joined the Group in August 2023.

Mr. Fan has more than 18 years of experience in investment and financing and corporate management in private debt and equity fund industries. Mr. Fan is currently a director of Diamond Wealth Global Limited, which is an indirect wholly-owned subsidiary of China Everbright Limited, the shares of which are listed on the Stock Exchange (stock code: 165) ("CEL") since July 2023. Further, Mr. Fan has been serving as a director of Hillstone Networks Co., Ltd.* (山石網科通信技術股份有限公司), the shares of which are listed on the Shanghai Stock Exchange (stock code: 688030.SH), since May 2023. Mr. Fan is also an asset allocation and investment management department director engaged by CEL Management Services Limited, a subsidiary of CEL, since March 2020. From September 2019 to February 2020, Mr. Fan was an executive director of China Ping An Insurance Overseas (Holdings) Limited, and was responsible for the primary market structured finance and credit investments. From January 2015 to August 2019, Mr. Fan served as a director of both capital investment and financing department and investment and management department at CEL. From September 2012 to December 2014, Mr. Fan was an investment director in J. Rothschild Creat Partners Limited and Creat Fund Management Co., Ltd., and was responsible for the evaluation and execution of investment transactions. Prior to that, Mr. Fan had also participated in a number of potential equity investment transactions and advised various portfolio companies on financing and bond offering.

Mr. Fan obtained a Bachelor's degree in Engineering from Shanghai Jiao Tong University in July 2001 and a Master's degree in Business Administration (MBA) from Yale University in May 2008.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Saved as disclosed above, Mr. Fan (i) does not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, (ii) does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company, and (iii) does not hold any position with any other members of the Group. At the Latest Practicable Date, Mr. Fan is not deemed or taken to be interested in any Shares within the meaning of Part XV of the SFO. In accordance with the letter of appointment between the Company and Mr. Fan, he is appointed for an initial term of three years commencing from August 2023. Mr. Fan decided to waive his remuneration in his capacity as non-executive director of the Company for the time being. He will also be subject to retirement and re-election at the AGM in accordance with the Constitution.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

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Kinergy Corporation Ltd.

精技集團有限公司*

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Kinergy Corporation Ltd. (the "Company") will be held at 1 Changi North Street 1, Singapore 498789 on Friday, 22 May 2026 at 9:30 a.m. (the "AGM"). Persons entitled to attend and vote at the AGM are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the office of China Everbright Limited at 46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 16 April 2026. The abovementioned annual general meeting will be held for the following purposes:

  1. To receive and consider the audited consolidated financial statements of the Company, the directors' report and the independent auditor's report for the year ended 31 December 2025.

  2. To re-elect the directors of the Company (the "Director(s)") and authorise the board of Directors (the "Board") to fix the remuneration of the Directors, as follows:

(a) to re-elect Mr. Lim Khin Mann as an executive Director;

(b) to re-elect Mr. Tay Kim Kah as an executive Director;

(c) to re-elect Mr. Fan Zhirong as a non-executive Director; and

(d) to authorise the Board to fix the remuneration of the Directors.

  1. To re-appoint PKF-CAP LLP as auditor and to authorise the Board to fix its remuneration.

  2. For identification purposes only


APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

4A. "THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares (which shall have the meaning ascribed to it under the Listing Rules) of the Company (the "Treasury Shares")) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

(c) for the purpose of this resolution:

"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution of the Company to be held; or

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting prior to (i) or (ii) above (as the case may be).

4B. "THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with shares of the Company (including any sale or transfer of Treasury Shares) and to make or grant offers, agreements, options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the Constitution of the Company, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options which would or might require Shares to be allotted after the end of the Relevant Period;

(c) the total number of shares of the Company allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) and Treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below), or (ii) the exercise of any options granted under any share option scheme of the Company or similar arrangement for the time being and from time to time adopted or to be adopted by the Company in accordance with the applicable rules of the Stock Exchange for the grant or issue of shares or options to subscribe for, or rights to acquire shares of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Constitution of the Company in force from time to time, or (iv) a special authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company (excluding any Treasury Shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be issued under the

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

(d) for the purpose of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution of the Company to be held; or

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting prior to (i) or (ii) above (as the case may be).

“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer (open for a period fixed by the Directors) made to holders of the shares or any class of shares of the Company thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).


APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

4C. "THAT:

conditional upon the passing of resolutions 4A and 4B in the notice convening this meeting, the general mandate granted to the Directors pursuant to resolution 4B be and is hereby extended to by the addition thereto of a number representing the total number of Shares repurchased back by the Company under the authority granted pursuant to resolution set out in resolution 4A in the notice convening this meeting."

Yours faithfully,

By order of the Board

Kinergy Corporation Ltd.

Lim Kuak Choi Leslie

Executive Director and Chief Executive Officer

Hong Kong, 16 April 2026

Principal place of business in Hong Kong:

31/F

148 Electric Road

North Point

Hong Kong

Notes:

  1. In order to determine the list of Shareholders who are entitled to attend and vote at the AGM, the register of the Shareholders of the Company will be closed from Monday, 18 May 2026, to Friday, 22 May 2026 (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 Friday, 22 May 2026 will be entitled to attend and vote at the AGM. In order to attend the AGM, any Shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificate with Boardroom Share Registrars (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, 15 May 2026.

  2. A member of the Company who is not Relevant Intermediary and entitled to attend and vote at the AGM convened by the above notice is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. Where a member appoints more than one (1) proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

A member of the Company who is a Relevant Intermediary and entitled to attend and vote at the AGM convened by the above notice is entitled to appoint more than two (2) proxies to attend and vote on his/her behalf, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where a member appoints more than one (1) proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

"Relevant Intermediary" shall have the same meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.


APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. A proxy need not be a member of the Company.

  2. Where the form of proxy is executed by an individual, it must be executed under the hand of the individual or his/her attorney duly authorised. Where the form of proxy 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.

  3. In order to be valid, the form of proxy must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the AGM or any adjournment thereof, should he/she so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. In the case of joint holders of a share, if more than one of such joint holders is present at a meeting, the vote of the senior who tenders a vote, whether in person or by proxy or by attorney, or in the case of a corporation, by its duly authorized representative, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the name which stands first in the register of members of the Company in respect of the joint holding.

  5. In relation to re-election of directors in resolution 2, biographic details of the retiring directors standing for re-election at the meeting are disclosed in Appendix II of the circular dated 16 April 2026 of the Company.

  6. As at the date hereof, the board of directors of the Company comprises:

Mr. LIM Kuak Choi Leslie (Chief Executive Officer, Executive Director)
Mr. DU Xiaotang (Executive Director)
Mr. LIM Khin Mann (Executive Director)
Mr. TAY Kim Kah (Executive Director)
Mr. LOH Kin Wah (Chairman, Non-Executive Director)
Mr. FAN Zhirong (Non-Executive Director)
Mr. HOON Chee Wai (Independent Non-Executive Director)
Dr. ANG Peng Huat (Independent Non-Executive Director)
Ms. CHAN Tak Yi (Independent Non-Executive Director)