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Kinetic Development Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular or as to any action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kinetic Development Group Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
办星发展
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)
PROPOSAL FOR
(1) DECLARATION AND PAYMENT OF FINAL DIVIDEND
(2) RE-ELECTION OF DIRECTORS
(3) GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Kinetic Development Group Limited to be held at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 20 May 2025 at 2:00 p.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours (i.e. 2:00 p.m. 18 May 2025) before the time appointed for the holding of the AGM or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment or postponement thereof should you so wish. For the avoidance of doubt, any treasury Shares held by the Company shall not be entitled to vote at the Company's general meeting(s).
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.kineticme.com).
References to time and dates in this circular are to Hong Kong time and dates.
31 March 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
INTRODUCTION ... 3
DECLARATION AND PAYMENT OF FINAL DIVIDEND ... 4
CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY
FOR ATTENDING THE AGM ... 4
RE-ELECTION OF DIRECTORS ... 4
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES ... 5
NOTICE OF AGM ... 6
VOTING PROCEDURES ... 6
PROXY ... 6
RECOMMENDATION ... 7
RESPONSIBILITY STATEMENT ... 7
MISCELLANEOUS ... 7
APPENDIX I — INFORMATION ON THE DIRECTORS PROPOSED
FOR RE-ELECTION ... 8
APPENDIX II — EXPLANATORY STATEMENT FOR THE REPURCHASE
MANDATE ... 10
NOTICE OF ANNUAL GENERAL MEETING ... 14
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 20 May 2025 at 2:00 p.m.
"Articles"
the articles of association of the Company currently in force
"associate(s)"
has the meaning ascribed thereto in the Listing Rules
"Board"
the board of Directors
"business day(s)"
any day(s) (other than Saturday, Sunday or public holiday) on which the Stock Exchange is open for the business of dealing in securities
"BVI"
the British Virgin Islands
"Close Associates"
has the meaning ascribed thereto in the Listing Rules
"Company"
Kinetic Development Group Limited (力量發展集團有限公司), a company incorporated in the Cayman Islands and whose Shares are listed on the Main Board of the Stock Exchange
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules and for the purposes of this circular, means each of King Lok, The Zhang Family Overseas Limited, TMF (Cayman) Ltd. and Mr. Zhang Liang, Johnson
"Director(s)"
the director(s) of the Company
"Final dividend"
the final dividend of HK$4.5 cents per Share as proposed by the Board on 25 March 2025
"General Mandate"
a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares in the manner as set out in the ordinary resolution no. 8 in the notice of the AGM
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
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DEFINITIONS
"King Lok"
King Lok Holdings Limited, a BVI business company incorporated under the laws of BVI on 9 December 2009 and a Controlling Shareholder
"Latest Practicable Date"
28 March 2025, being the latest practicable date before the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" or "China"
The People's Republic of China, which for the purposes of this circular excludes Hong Kong, Macau Special Administrative Region and Taiwan Region
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out in the ordinary resolution no. 9 in the notice of the AGM
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of nominal value of US$0.001 each in the share capital of the Company
"Shareholder(s)"
shareholder(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"US$"
US dollars, the lawful currency of the United States of America
"%"
percent
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LETTER FROM THE BOARD
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)
Executive Directors:
Mr. Ju Wenzhong (Chairman)
Mr. Li Bo (Chief Executive Officer)
Mr. Ji Kunpeng
Non-executive Director:
Ms. Zhang Lin
Independent Non-executive Directors:
Ms. Liu Peilian
Mr. Chen Liangnuan
Ms. Xue Hui
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
Dear Sir/Madam,
PROPOSAL FOR
(1) DECLARATION AND PAYMENT OF FINAL DIVIDEND
(2) RE-ELECTION OF DIRECTORS
(3) GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the forthcoming AGM in relation to proposal for (i) the declaration and payment of a final dividend, (ii) the re-election of Directors and (iii) the granting of the General Mandate and the Repurchase Mandate. A notice of the AGM is set out on pages 14 to 18 of this circular.
LETTER FROM THE BOARD
DECLARATION AND PAYMENT OF FINAL DIVIDEND
In the annual results announcement of the Company on 25 March 2025, the Board proposed and recommended to pay a final dividend of HK$4.5 cents per Share, payable to Shareholders of the Company whose names appear on the register of members of the Company on Monday, 2 June 2025, subject to the Shareholder’s approval at the AGM. The final dividend, if approved, is expected to be paid in cash on or before Friday, 13 June 2025.
CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY FOR ATTENDING THE AGM
The register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025 (both days inclusive), during which period no transfer of Shares will be effected. In order to be entitled to attend and vote at the AGM, all transfer instruments accompanied by the relevant share certificates must be lodged by holders of the Shares with the Company’s branch share registrar in Hong Kong, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 14 May 2025.
RE-ELECTION OF DIRECTORS
Directors to be re-elected
In accordance with Article 108(a) of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every 3 years. A retiring Director shall be eligible for re-election. In addition, in accordance with Article 108(b) of the Articles, the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the 3 years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election. Accordingly, Mr. Ju Wenzhong, Mr. Ji Kunpeng and Ms. Zhang Lin shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election as Directors thereat.
Information required to be disclosed under the Listing Rules in relation to the re-election of Directors is set out in Appendix I to this circular.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES
By resolutions of the Shareholders passed on 7 May 2024, the Directors were granted general mandates to issue new Shares and to repurchase Shares. Each such mandate will expire at the conclusion of the forthcoming AGM.
In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any Shares, an approval is sought from the Shareholders, pursuant to the Listing Rules, for granting of the General Mandate. In this regard, the ordinary resolution no. 8 set out in the notice of the AGM will be proposed at the AGM to grant the General Mandate to the Directors to allot, issue and deal with new Shares (including any sale or transfer of treasury Shares out of treasury) up to an amount not exceeding 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of the ordinary resolution. In addition, subject to a separate approval under the ordinary resolution no. 10, the number of issued Shares repurchased by the Company under the ordinary resolution no. 9 will also be added to the 20% general mandate mentioned in the ordinary resolution no. 8.
As at the Latest Practicable Date, there were 8,430,000,000 Shares in issue. Assuming that the proposed resolution granting the General Mandate to the Directors is approved, on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the General Mandate to issue a maximum of 1,686,000,000 Shares, without taking into account any additional Shares which may be issued pursuant to the extension mandate mentioned in the ordinary resolution no.10.
In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any purchase by it of Shares, whether on the Stock Exchange or otherwise, other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities which were outstanding prior to that purchase of its own securities, without the prior approval of the Stock Exchange.
At the AGM, the ordinary resolution no. 9 set out in the notice of the AGM will be proposed to the Shareholders that the Directors be granted the Repurchase Mandate to repurchase Shares up to 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of the ordinary resolution. As at the Latest Practicable Date, there were 8,430,000,000 Shares in issue. Assuming that the proposed resolution granting the Repurchase Mandate to the Directors is approved, on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 843,000,000 Shares. An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
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LETTER FROM THE BOARD
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with Central Clearing and Settlement System used within the market system of Hong Kong Exchanges and Clearing Limited ("CCASS"), the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
NOTICE OF AGM
The AGM will be held at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 20 May 2025 at 2:00 p.m., at which, inter alia, the resolutions will be proposed to the Shareholders to consider the proposed declaration and payment of the final dividend, the proposed re-election of the Directors and the proposed grant to the Directors of the General Mandate and the Repurchase Mandate. The notice of AGM is set out on pages 14 to 18 of this circular.
VOTING PROCEDURES
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the AGM. The poll results will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.
PROXY
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.kineticme.com). Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to 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. 2:00 p.m. 18 May 2025) before the time appointed for holding the AGM or any adjournment thereof. The completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjourned meeting should you so desire.
LETTER FROM THE BOARD
RECOMMENDATION
The Board believes that all the ordinary resolutions set out in the notice of AGM including the proposed declaration and payment of the final dividend, the proposed re-election of Directors and the proposed granting of the General Mandate and the Repurchase Mandate are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the ordinary resolutions as set out in the notice of the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars provided in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Your attention is drawn to additional information as set out in the Appendices.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
Kinetic Development Group Limited
Ju Wenzhong
Chairman and Executive Director
31 March 2025
APPENDIX I INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION
The particulars of Mr. Ju Wenzhong, Mr. Ji Kunpeng and Ms. Zhang Lin who will offer themselves for re-election at the AGM are disclosed pursuant to Rule 13.74 of the Listing Rules as follows:
I. PROPOSED FOR RE-ELECTION
- Mr. Ju Wenzhong, Executive Director
Mr. Ju Wenzhong (“Mr. Ju”), aged 56, is the Chairman of the Board and Executive Director of the Group. He joined the Group in September 2010, and was appointed as the Chief Executive Officer and Executive Director of the Group on 28 May 2020. He has been re-designated as the Chairman of the Board since 16 June 2022. He is responsible for leading the production and sales of the Group and holds significant positions in various companies under the Group.
Mr. Ju obtained a professional qualification in precision machinery from the Department of Mechanical Engineering, Shenzhen University (深圳大學機械系精密機械儀器專業資格) in July 1990. Prior to joining our Group in September 2010, he served as a senior management and director in several companies.
Mr. Ju has renewed his service contract with the Company for a fixed term of three years with effect from 28 May 2023, provided that either party may terminate the service contract by three months’ notice. The term of service of Mr. Ju is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles and the Listing Rules.
Mr. Ju is entitled to receive a fixed director’s remuneration of RMB3,000,000 per annum and a discretionary bonus, which was recommended by the remuneration committee and determined by the Board as authorized by the Shareholders at the AGM, with reference to his responsibilities, experience and market rate of director’s remuneration of listed companies of comparable size of operation.
As at the Latest Practicable Date, Mr. Ju is interested in 15,321,659 Shares for the purpose of Part XV of the SFO.
- Mr. Ji Kunpeng, Executive Director
Mr. Ji Kunpeng (“Mr. Ji”), aged 39, has been an Executive Director of the Company since 16 June 2022 and is the chairman of Ningxia Kinetic Mining Co., Ltd. (寧夏力量礦業有限公司). He is fully responsible for the operation and management of the Yong’an Coal Mine and Weiyi Coal Mine in Ningxia. Since joining the Group in October 2009, he has served a number of roles as manager and various management positions, including the deputy general manager of Kinetic (Qinhuangdao) Energy Group Ltd. (力量(秦皇島)能源集團有限公司) and the executive deputy general manager of Inner Mongolia Zhunge’er Kinetic Coal Ltd. (內蒙古淮格爾旗力量煤業有限公司). He graduated from Beijing Union University in 2008 with a bachelor’s degree in management.
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APPENDIX I INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Ji entered into a service contract with the Company for an initial fixed term of three years with effect from 16 June 2022, provided that either party may terminate the service contract by three months' notice. The term of service of Mr. Ji is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles and the Listing Rules.
Mr. Ji is entitled to receive a fixed director’s remuneration of RMB1,500,000 per annum and a discretionary bonus, which was recommended by the remuneration committee and determined by the Board as authorized by the Shareholders at the AGM, with reference to his responsibilities, experience and market rate of director’s remuneration of listed companies of comparable size of operation.
As at the Latest Practicable Date, Mr. Ji is interested in 5,000,000 Shares for the purpose of Part XV of the SFO.
3. Ms. Zhang Lin, Non-executive Director
Ms. Zhang Lin (“Ms. Zhang”), aged 76, has been a Non-executive Director of the Company since 6 March 2012. She graduated from the South China University of Technology (華南理工大學) with a bachelor’s degree in electrical engineering theory and electronic technology in 1982 and served as a teaching assistant and a lecturer at the same university from 1982 to 1993 and was an associate professor from 1993 to 2003, teaching electrical principles and electronic technology. She is also a non-executive director of Guangzhou R&F Properties Co., Ltd. (廣州富力地產股份有限公司), a company listed on the Stock Exchange (Stock Code: 2777). Ms. Zhang is the sister of Mr. Zhang Li (a substantial Shareholder of the Company) and the aunt of Mr. Zhang Liang, Johnson (the Controlling Shareholder of the Company).
Ms. Zhang has renewed her letter of appointment with the Company for an initial fixed term of three years with effect from 6 March 2024 and she is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Articles. Ms. Zhang is entitled to a fixed director’s fee of RMB500,000 per annum. Her emolument is determined by the Board having regard to her duties and responsibilities.
Ms. Zhang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.
Save as disclosed above, there are no other matters that are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.
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APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This Appendix serves as the explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the Repurchase Mandate to be granted to the Directors.
SHAREHOLDERS' APPROVAL
The Listing Rules provide that all proposed share repurchase by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval of a particular transaction.
Such authority may only continue in force during the period from the passing of the ordinary resolution until the earlier of: (i) the conclusion of the next annual general meeting of the company; (ii) the expiry of the period within which the next annual general meeting of the company is required by law to be held; and (iii) the passing of an ordinary resolution by shareholders in general meeting of the company revoking or varying such mandate.
SHARE CAPITAL
As at the Latest Practicable Date, there were 8,430,000,000 Shares in issue. The Company did not have any treasury Shares.
Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 843,000,000 Shares (representing not more than 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of passing the ordinary resolution to approve the Repurchase Mandate).
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
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APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole that they should have the general authority from the Shareholders to enable the Company to repurchase the Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made where the Directors believe that such repurchases will benefit the Company and the Shareholders.
FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands.
A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the applicable laws and regulations of the Cayman Islands, any repurchase by the Company may be made out of the profits or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by the Articles and subject to the applicable laws and regulations of the Cayman Islands, out of capital. Any premium payable on a redemption or repurchase over the par value of the Shares to be repurchased must be provided for out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorised by the Articles and subject to the provisions of the applicable laws and regulations of the Cayman Islands, out of capital.
On the basis of the current financial position of the Company as disclosed in its annual results announcement on 25 March 2025 and taking into account the Company's current working capital position, the Directors consider that, if the Repurchase Mandate is exercised in full, it may have a material adverse effect on the Company's working capital and/or gearing position as compared with the position disclosed in this annual results announcement. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the Company's working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
GENERAL
The Directors have undertaken to the Stock Exchange that, so far as the same may be applied, they will exercise the Repurchase Mandate in accordance with its Articles, the Listing Rules and applicable laws and regulations of the Cayman Islands.
None of the Directors nor their Close Associates, to the best of their knowledge having made all reasonable enquiries, currently intends to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) has notified the Company that he or she currently has an intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, King Lok directly held 5,307,450,000 Shares, representing approximately 62.96% in the total number of Shares in issue. King Lok is 100% owned by The Zhang Family Overseas Limited, a discretionary family trust with Mr. Zhang Liang, Johnson as settlor for the benefit of Mr. Zhang Liang, Johnson and his family members, which is 100% owned by TMF (Cayman) Ltd., the trustee of the The Zhang Family Overseas Limited. Accordingly, each of King Lok, The Zhang Family Overseas Limited, TMF (Cayman) Ltd. and Mr. Zhang Liang, Johnson is interested in 5,307,450,000 Shares, representing approximately 62.96% in the total number of Shares in issue.
In the event that the Directors should exercise in full the Repurchase Mandate, the interests of King Lok in the total number of Shares in issue would be increased to approximately 69.95%, and the interests of The Zhang Family Overseas Limited, TMF (Cayman) Ltd. and Mr. Zhang Liang, Johnson in the total number of Shares in issue would be increased to approximately 69.95%. The Directors do not have intention to repurchase the Shares to the extent it will trigger the obligations under the Takeovers Code for King Lok, The Zhang Family Overseas Limited, TMF (Cayman) Ltd. or Mr. Zhang Liang, Johnson to make a mandatory offer. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any purchases made under the Repurchase Mandate.
The Listing Rules prohibit a company from repurchase of shares on the Stock Exchange if the result of the repurchase would be that the company's public float will fall below 25%. The Directors do not intend to repurchase Shares to such an extent that the public float of the Company will fall below 25%.
APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest traded prices for Shares recorded on the Stock Exchange in each of the last twelve months were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| March | 0.75 | 0.61 |
| April | 0.90 | 0.73 |
| May | 1.16 | 0.85 |
| June | 1.11 | 0.85 |
| July | 1.14 | 0.97 |
| August | 1.21 | 1.02 |
| September | 1.50 | 1.07 |
| October | 1.80 | 1.27 |
| November | 1.59 | 1.26 |
| December | 1.53 | 1.24 |
| 2025 | | |
| January | 1.31 | 1.16 |
| February | 1.28 | 1.09 |
| March (up to the Latest Practicable Date) | 1.42 | 1.08 |
No repurchase of Shares has been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Kinetic Development Group Limited (the "Company") will be held at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 20 May 2025 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions as ordinary resolutions (with or without modifications):
ORDINARY RESOLUTIONS
- To receive and consider the audited Financial Statements, the Directors' Report and the Independent Auditor's Report for the year ended 31 December 2024.
- To declare a final dividend of HK$4.5 cents per share for the year ended 31 December 2024.
- To re-elect Mr. Ju Wenzhong as an Executive Director.
- To re-elect Mr. Ji Kunpeng as an Executive Director.
- To re-elect Ms. Zhang Lin as a Non-executive Director.
- To authorise the board of directors to fix the remuneration of the Directors.
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To re-appoint KPMG as Independent Auditor and authorise the Directors to fix the Auditor's remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
and, as additional ordinary business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions (with or without modification):
- "THAT:
(a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (including any sales or transfer of treasury shares out of treasury) of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such securities of the Company, and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrant or otherwise) and issued by the Directors (including any sale or transfer of treasury shares out of treasury) pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company; or (iii) the exercise of any options under any share option scheme or similar arrangement for the time being adopted for the grant or issue of the shares or right to acquire the shares of the Company; or (iv) the exercise of any rights under the bonds, warrants and debentures convertible into the shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue (excluding treasury shares) as at the date of this resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by applicable law or the articles of association of the Company to be held; or
iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of the shares of the Company on the register of shareholders of the Company on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).
- “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own issued shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with Cayman Islands law and all applicable laws and/or the Listing Rules or the rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
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NOTICE OF ANNUAL GENERAL MEETING
(c) the aggregate number of shares of the Company to be repurchased by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares) as at the date of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by applicable law or the articles of association of the Company to be held; or
iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT:
conditional upon the passing of the ordinary resolutions nos. 8 and 9 as set out in the notice convening this meeting, the general unconditional mandate granted to the Directors pursuant to the ordinary resolution no. 8 as set out in the notice convening this meeting be extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate of the aggregate number of the shares repurchased by the Company pursuant to the authority to repurchase shares granted pursuant to the ordinary resolution no. 9 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares) as at the date of this resolution.”
By Order of the Board
Kinetic Development Group Limited
Ju Wenzhong
Chairman and Executive Director
Hong Kong, 31 March 2025
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.
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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The ordinary resolution no. 10 will be proposed to the shareholders for approval provided that the ordinary resolutions nos. 8 and 9 are passed by the shareholders.
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The register of members of the Company will be closed from Thursday, 29 May 2025 to Monday, 2 June 2025 (both days inclusive), during which period no transfer of shares will be registered for the purpose of determining shareholders’ entitlement to the proposed final dividend. To qualify for the final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged for registration 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 no later than 4:30 p.m. on Wednesday, 28 May 2025.
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The register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025 (both days inclusive), during which period no transfer of shares will be registered for the purpose of determining shareholders’ entitlement to attending and voting at the forthcoming AGM. In order to be entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged for registration 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 no later than 4:30 p.m. on Wednesday, 14 May 2025.
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A member entitled to attend and vote at the above 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. For the avoidance of doubt, any treasury shares held by the Company shall not be entitled to vote at the Company’s general meeting(s).
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To be effective, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney 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 before the time appointed for holding the meeting or any adjournment thereof.
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In accordance with Article 108(a) of the Articles, Mr. Ju Wenzhong, Mr. Ji Kunpeng and Ms. Zhang Lin will retire at the AGM, and being eligible, will offer themselves for re-election at the AGM. Particulars of the said Directors for re-election are set out in the Appendix I to this circular.
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