Kinetic Development Group Limited — M&A Activity 2025

Dec 23, 2025

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.

力量发展

KINETIC DEVELOPMENT GROUP

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)

SUPPLEMENTAL ANNOUNCEMENT

DISCLOSEABLE AND CONNECTED TRANSACTION
ACQUISITION OF TAIYUAN SEEDLAND
AND
DONGZHIMEN PROPERTIES

Reference is made to the announcement of the Company dated 4 December 2025 (the "Announcement") in relation to the acquisition of Taiyuan Seedland (the "Taiyuan Seedland Acquisition") and the acquisition of Dongzhimen Properties (the "Dongzhimen Property Acquisition", together with the Taiyuan Seedland Acquisition, the "Acquisitions"). Unless otherwise stated, terms defined in the Announcement shall have the same meanings when used in this supplemental announcement.

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AGGREGATION OF THE ACQUISITIONS

Upon further consideration and after seeking advice from its professional advisers, as the Taiyuan Seedland Acquisition and the Dongzhimen Property Acquisition are proposed to be made by the Group on the same date, and the Acquisitions are both for the same purpose of offsetting outstanding receivables due from the companies ultimately beneficially owned by Mr. Zhang Liang, Johnson (the “Relevant Companies”) by way of transferring the Relevant Companies’ interests in Taiyuan Seedland and Dongzhimen Properties to the Group, the Board has resolved that the Acquisitions shall be aggregated as a series of transactions pursuant to Rule 14A.81 of the Listing Rules.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios in respect of the Acquisitions, on an aggregate basis, are more than 5% but less than 25%, the Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the transactions contemplated thereunder are subject to the announcement, annual reporting, and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the transactions thereunder are subject to approval by the Independent Shareholders at the EGM and a resolution will be proposed to the Independent Shareholders for their consideration and approval, if thought fit. King Lok Holdings Limited, of which Mr. Zhang Liang, Johnson is interested by way of being a settlor of the Zhang Family Overseas Limited, Mr. Zhang Li and their respective associates will abstain from voting at the EGM. The Independent Board Committee will be formed to advise the Independent Shareholders in respect of the Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the transactions thereunder. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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GENERAL

A circular containing, among other things, (i) further details of the Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the Acquisitions; (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the Acquisitions; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Sixth Supplemental Agreement, the Share Transfer Agreement, the Debt Settlement Contract and the Acquisitions; and (iv) a notice of the EGM, will be dispatched to the Shareholders as soon as possible and is currently expected to be on or before 27 February 2026, to allow sufficient time for the preparation of the relevant information for inclusion in the circular.

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

Hong Kong, 23 December 2025

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.