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Kinetic Development Group Limited — AGM Information 2026
Apr 21, 2026
49818_rns_2026-04-20_9990a692-7acf-4f9b-9a8e-6fd3f4021652.pdf
AGM Information
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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 announcement, 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 announcement.
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Kinetic Development Group Limited 力量發展集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1277)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Kinetic Development Group Limited (the “ Company ”) will be held at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong on Wednesday, 20 May 2026 at 3:30 p.m., to consider, if thought fit, and transact the following resolutions of the Company by way of ordinary resolutions:
ORDINARY RESOLUTIONS
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“ THAT :
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(a) the sixth supplemental agreement (the “ Sixth Supplemental Agreement ”) entered into among Qingdao Shilu Ocean Big Data Investment Development Co., Ltd.*
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(青島實錄海洋大數據投資開發有限公司), a limited liability company and an indirectly non-wholly-owned subsidiary of Guangzhou Seedland Real Estate Development Co., Ltd(實地地產集團有限公司)(the “ Seedland ”), Zhongshan Shidi Real Estate Development Co., Ltd.(中山實地房地產開發有限公司), a limited liability company and a directly wholly-owned subsidiary of Seedland, Kinetic (Qinhuangdao) Energy Group Ltd.(力量(秦皇島)能源集團有限公 司)(the “ Kinetic Qinhuangdao ”), a limited liability company and an indirectly wholly-owned subsidiary of the Company, Shanxi Kinetic Yingtong Real Estate Development Co., Ltd.(山西力量盈通房地產開發有限公司)(the “ Kinetic
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Shanxi ”), a limited liability company and an indirectly wholly-owned subsidiary of the Company and Zunyi Shidi Real Estate Development Co., Ltd.(遵義實地 房地產開發有限公司)(the “ Zunyi Seedland ”), a limited liability company and a directly non-wholly-owned subsidiary of Seedland, dated 4 December 2025 (a copy of which has been produced to this EGM and initialed by the chairman of the meeting for identification purpose) and the transactions in connection therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any director(s) of the Company (the “ Director(s)* ”) may consider necessary, desirable or appropriate;
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(b) the share transfer agreement (the “ Share Transfer Agreement ”) entered into between Zunyi Seedland and Kinetic Shanxi, dated 4 December 2025 (a copy of which has been produced to this EGM and initialed by the chairman of the meeting for identification purpose) and the transactions in connection therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as the Director(s) may consider necessary, desirable or appropriate;
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(c) the intention fee and payment agreement (the “ Payment Agreement ”) entered into between Taiyuan Seedland, Zunyi Seedland and Kinetic Qinhuangdao, dated 20 April 2026 (a copy of which has been produced to this EGM and initiated by the chairman of the meeting for identification purpose) and the transactions in connected therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as the Director(s) may consider necessary, desirable or appropriate;
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(d) the proposed new settlement agreement (the “ New Settlement Agreement ”) to be entered into among JIC Trust Co., Ltd.(中建投信託股份有限公司)(“ JIC Trust ”), Taiyuan Seedland, Zunyi Seedland, Seedland and Kinetic Shanxi (a copy of which has been produced to this EGM and initiated by the chairman of the meeting for identification purpose) and the transactions in connected therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as the Director(s) may consider necessary, desirable or appropriate;
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(e) any authority of the Director(s) to sign, execute, deliver or to authorize the signing, execution and delivery of the Sixth Supplemental Agreement, the Share Transfer Agreement and the New Settlement Agreement, and to do or authorize doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Sixth Supplemental Agreement, the Share Transfer Agreement and the New Settlement Agreement and any ancillary documents and transactions thereof be and is hereby confirmed, approved and ratified.”
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“ THAT:
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(a) the debt settlement contract (the “ Debt Settlement Contract ”) entered into among Seedland, Guangdong Seedland Property Management Co., Ltd. (廣東實地物 業管理有限公司) (“ Guangdong Seedland ”), a limited liability company and an indirectly wholly-owned subsidiary of the Company, Beijing Seedland Qushi Real Estate Development Co., Ltd.(北京實地趨勢房地產開發有限公司) (“ Beijing Seedland ”), a limited liability company and a wholly-owned subsidiary of Seedland and Kinetic Qinhuangdao, dated 4 December 2025 (a copy of which has been produced to this EGM and initialed by the chairman of the meeting for identification purpose) and the transactions in connection therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as the Director(s) may consider necessary, desirable or appropriate;
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(b) the debt settlement contract (the “ 2026 Debt Settlement Contract ”) entered into among Seedland, Guangdong Seedland, Kinetic Qinhuangdao, Kinetic Shanxi and Beijing Seedland, dated 20 April 2026 (a copy of which has been produced to this EGM and initialed by the chairman of the meeting for identification purpose) and the transactions in connection therewith and any other ancillary documents be and are hereby confirmed, approved and ratified, subject to such addition or amendment as the Director(s) may consider necessary, desirable or appropriate;
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- (c) any authority of the Director(s) to sign, execute, deliver or to authorize the signing, execution and delivery of Debt Settlement Contract and the 2026 Debt Settlement Contract, and to do or authorize doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Debt Settlement Contract and the 2026 Debt Settlement Contract, and any ancillary documents and transactions thereof be and is hereby confirmed, approved and ratified.”
By order of the Board Kinetic Development Group Limited Ju Wenzhong
Chairman and Executive Director
Hong Kong, 20 April 2026
Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Headquarters and principal place of business in the PRC:
Dafanpu Coal Mine Majiata Village Xuejiawan Town Zhunge’er Banner Ordos City, Inner Mongolia, China
Principal place of business in Hong Kong:
18/F 80 Gloucester Road Wan Chai Hong Kong
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Notes:
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A shareholder of the Company (the “ Shareholder ”) entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote in his/her stead. A Shareholder who is the holder of two or more shares in the Company (the “ Shares ”) may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a Shareholder.
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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 EGM, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof. The resolutions set out in this notice will be decided by poll at the EGM.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorized, and must be deposited with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 EGM (or any adjournment thereof).
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The register of members of the Company will be closed from Friday 15 May 2026 to Wednesday, 20 May 2026 (both days inclusive), during which time no share transfers will be effected. In order to qualify for attending the EGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 14 May 2026.
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Delivery of an instrument appointing a proxy should not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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The Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person, by completing and return the form of proxy.
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- If any Shareholder has any question about any resolutions or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to the head office and principal place of business in Hong Kong of the Company or by fax at (852) 2525 7890. If any Shareholder has any question relating to the EGM, please contact Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong branch share registrar as follows:
Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong
As at the date of this notice, the Board comprises seven Directors, of whom three are executive Directors, namely Mr. Ju Wenzhong (Chairman), Mr. Li Bo (Chief Executive Officer) and Mr. Ji Kunpeng; one is a non-executive Director, namely Ms. Zhang Lin; and three are independent non-executive Directors, namely Ms. Liu Peilian, Mr. Chen Liangnuan and Ms. Xue Hui.
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