Kinetic Development Group Limited — AGM Information 2017

Apr 5, 2017

KINETIC MINES AND ENERGY LIMITED 力 量 礦 業 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1277)

Proxy Form for use at the Annual General Meeting to be held at Carlton Room One, 2/F, The Ritz-Carlton, Guangzhou, 3 Xing An Road, Pearl River New City, Tianhe District, Guangzhou, People’s Republic of China on Wednesday, 10 May 2017

I/We (note 1)

of

being the registered holder(s) of (note 2) ordinary shares of US$0.001 each in the capital of Kinetic Mines and Energy Limited (the ‘‘Company’’) hereby appoint the Chairman of the meeting or (note 3 & 4)

of

asthereof)my/ourtoproxybe heldto atactCarltonfor me Roomor us onOne,my/our2/F, behalfThe Ritz-Carlton,at the annualGuangzhou,general meeting3 XingofAntheRoad,CompanyPearl(theRiver‘‘AnnualNew City,GeneralTianheMeetingDistrict,’’) (orGuangzhou,at any adjournmentPeople’s Republic of China on Wednesday, 10 May 2017 at 11:30 a.m. and at such Annual General Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as directed below or, if no such indication is given, as my/our proxy thinks fit.

	Resolutions	(Note 5)	(Note 5)
		For	Against
1	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditors of the Company for the year ended 31 December 2016.
2	(i) the declaration and payment of a special dividend of HK$0.02 per share out of the share premium account of the Company (the ‘‘Special Dividend’’) to shareholders of the Company whose names appear on the register of members of the Company as at the close of business on 18 May 2017 be and is hereby approved and any director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Dividend; and
	(ii) the reduction of the share premium account of the Company by the amount of HK$168,600,000 pursuant to the payment of the Special Dividend be and is hereby approved.
3	To re-elect Mr. Gu Jianhua as an executive director of the Company.
4	To re-elect Ms. Liu Peilian as an independent non-executive director of the Company.
5	To re-elect Mr. Zheng Ercheng as an independent non-executive director of the Company.
6	To authorise the board of directors to fix the remuneration of the directors of the Company (the ‘‘Directors’’).
7	To re-appoint Ernst & Young as auditors of the Company and to authorised the board of Directors to fix their remuneration.
8	(1) To approve a general mandate to the Directors to issue shares of the Company not exceeding 20 per cent of the number of issued shares of the Company.
	(2) To approve a general mandate to the Directors to repurchase shares of the Company not exceeding 10 per cent of the number of issued shares of the Company.
	(3) To extend the general mandate granted to the Directors to allot, issue and deal with new shares not exceeding the number of shares repurchased by the Company.
Dated Notes:	2017 Shareholder’s signature (note 6)

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

2. Please insert the number of shares of US$0.001 each of the Company registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘P’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘P’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to abstain or cast his vote at his discretion. Your proxy will also be entitled to abstain or vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

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

7. If more than one of the joint holders be 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 name stand in the register of members in respect of the joint shareholding.

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9. Completion and delivery of this proxy form shall not preclude a member from attending and voting in person if you so wish.

10. Any alterations made in this form should be initialled by the person who signs it.