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Kowloon Development Company Limited Proxy Solicitation & Information Statement 2024

Mar 21, 2024

48890_rns_2024-03-21_6d92d785-8060-436b-8d98-a12b89c018df.pdf

Proxy Solicitation & Information Statement

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九 龍 建 業 有 限 公 司

KOWLOON DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 34)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] of KOWLOON DEVELOPMENT COMPANY LIMITED (the ‘‘Company’’), HEREBY APPOINT[(Note][3)]

shares

of or, failing him/her, the Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary General Meeting of the Company to be held at 9th Floor, Pioneer Centre, 750 Nathan Road, Kowloon, Hong Kong on Wednesday, 5 June 2024 at 10:30 am (Hong Kong time) (or immediately after the closing of the annual general meeting of the Company to be held on the same day at 10:00 am (Hong Kong time)) (or, in the event that a tropical cyclone warning signal number 8 or above is hoisted, or a black rainstorm warning signal or ‘‘extreme conditions’’ caused by a super typhoon announced by the Government of the Hong Kong Special Administrative Region is/are in force in Hong Kong at 7:30 am (Hong Kong time) on that day, at the same time and place on Thursday, 6 June 2024) and at any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolution

For[(Note][4)] Against[(Note][4)]

To ratify, confirm and approve the sale and purchase agreement dated 1 February 2024 entered into between Future Star International Limited (the ‘‘Vendor’’), being a direct wholly-owned subsidiary of the Company, and Polytec Holdings International Limited in relation to the disposal by the Vendor of six (6) ordinary shares in the capital of Rideon Limited (the ‘‘Target Company’’), representing 60% of the total issued share capital of the Target Company, and 60% of the aggregate amount of loans, interests (if any) and other sums and indebtedness due by the Target Company to the Vendor as at 31 December 2023 (the ‘‘Agreement’’) and the transactions contemplated thereunder; and to authorise any one director of the Company to do all acts and things and execute all such other documents for and on behalf of the Company as he/she may consider necessary, appropriate, expedient or desirable in connection with, or to give effect to, the Agreement and the transactions contemplated thereunder (collectively, the ‘‘Transactions’’), including, without limitation, to agree to and approve any changes and amendments thereto that are of administrative nature and ancillary to the implementation of the Transactions or incidental to the Transactions.

Dated this day of 2024.

Signature[(Note][5)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

  3. Please insert the full name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. 4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to complete either box will entitle your proxy to cast his/her vote at his/her discretion.

  4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed under the hand of an officer or attorney duly authorised.

  5. In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders are present at the meeting personally or by proxy, one of the said persons so present whose name stands first on the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.

  6. To be valid, this proxy form, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (excluding Sunday and public holidays) before the time appointed for holding the meeting or any adjournment thereof.

  7. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a shareholder of the Company.

  8. Completion and return of this proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish and, in such event, the proxy form shall be deemed to be revoked.

  9. ANY ALTERATION MADE IN THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  10. NO REFRESHMENTS OR DRINKS WILL BE SERVED DURING THE MEETING.

PERSONAL INFORMATION COLLECTION STATEMENT

  • (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance (‘‘PDPO’’) (Chapter 486 of the Laws of Hong Kong).

  • (ii) The supply of your Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this proxy form.

  • (iii) Your Personal Data will not be transferred to any third parties (other than the share registrar of the Company) unless it is a requirement to do so by law and will be retained for such period as may be necessary for our verification and record purposes.

  • (iv) You and your appointed proxy have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be addressed to the Privacy Officer of Computershare Hong Kong Investor Services Limited in writing.