Kinetic Development Group Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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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)

Proxy Form for use at the Annual General Meeting to be held at Small Connaught Room, 1/F, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Central, Hong Kong on Monday, 22 May 2023

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 Development Group Limited (the “ Company ”) hereby appoint the Chairman of the meeting or (note 3 & 4) of as my/our proxy to act for me or us on my/our behalf at the annual general meeting of the Company (the “ Annual General Meeting ”) (or at any adjournment thereof) to be held at Small Connaught Room, 1/F, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Central, Hong Kong on Monday, 22 May 2023 at 3:00 p.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.

								(Note 5)
		Ordinary Resolutions
							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 2022.
	2	To declare a final dividend of HK$0.07 per share for the year ended 31 December 2022
		(the “Final Dividend”).
	3	To re-elect Mr. Ju Wenzhong as an executive director of the Company.
	4	To re-elect Ms. Zhang Lin as a non-executive director of the Company.
	5	To re-elect Ms. Liu Peilian as an independent non-executive director of the Company.
	6	To re-elect Mr. Ji Kunpeng as an executive director of the Company.
	7	To authorise the board of directors	to	fix the remuneration of the directors of the
		Company (the “Directors”).
	8	To re-appoint KPMG as the auditors of		the	Company and	to authorise the board of
		Directors to fix their remuneration.
	9	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.
	10	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.
	11	To extend the general mandate granted to		the Directors to allot, issue and deal with new
		shares not exceeding 10 per cent of the number of shares repurchased by the Company.
	12	To approve the adoption of the 2023 Share Option Scheme				with the Scheme Mandate
		Limit (as defined in the 2023 Share Option Scheme).
	13	To approve the adoption of Service	Provider Sublimit under the 2023 Share Option
		Scheme.
	14	To approve the adoption of the 2023 Share Award Scheme				with the Scheme Mandate
		Limit (as defined in the 2023 Share Award Scheme).
	15	To approve the adoption of Service Provider Sublimit under the 2023 Share Award
		Scheme.

	Special ResolutionForAgainst16To approve the proposed amendments to the existing memorandum of association andarticles of association of the Company and proposed adoption of the new set of amendedand restated memorandum of association and articles of association of the Company.

Dated 2023 Shareholder’s signature (note 6)

Notes:

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 “ ” IN THE RELEVANT BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ” 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.

8. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (i.e. 3:00 p.m. 20 May 2023) before the time for holding the meeting or any adjournment thereof.

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

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

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Computershare Hong Kong Investor Services Limited at the above address.