Kinetic Development Group Limited — M&A Activity 2024

Nov 12, 2024

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)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF SEEDLIFE SUPPLEMENTAL AGREEMENT

Reference is made to the announcement of Kinetic Development Group Limited (the “ Company ”) dated 6 September 2024 (the “ Announcement ”) regarding the Share Purchase Agreement entered into between the Company, Seedland Smart Service and Seedlife in relation to the proposed Seedlife Acquisition. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Announcement.

SHARE PURCHASE SUPPLEMENTAL AGREEMENT

The Board wishes to announce that on 12 November 2024, the Company, Seedland Smart Service and Seedlife entered into a share purchase supplemental agreement (the “ Share Purchase Supplemental Agreement ”) to the Share Purchase Agreement, pursuant to which, the payment term of the Equity Consideration was amended to provide that the Seller shall refund to the Buyer all payments received by them (including the LOI Deposit and the Further Cash Payment) within 30 days of a written notice by the Buyer if the Buyer cannot obtain all necessary approvals required by the Listing Rules, as well as an interest calculated based on the one-year loan prime rate published by the People’s Bank of China from the date of payment by the Buyer of the relevant amount up to actual date of repayment.

Save for the aforementioned, all other terms and conditions set forth in the Share Purchase Agreement shall remain unchanged and in full force and effect.

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DESPATCH OF CIRCULAR

A circular containing, among other things, (i) further details of the Share Purchase Agreement, the Share Purchase Supplemental Agreement and the Seedlife Acquisition; (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Share Purchase Agreement, the Share Purchase Supplemental Agreement and the Seedlife Acquisition; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Share Purchase Agreement, the Share Purchase Supplemental Agreement and the Seedlife Acquisition; and (iv) a notice to convene the EGM, will be dispatched to the Shareholders in due course.

By Order of the Board Kinetic Development Group Limited Ju Wenzhong Chairman and Executive Director

Hong Kong, 12 November 2024

As at the date of this announcement, 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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