Kowloon Development Company Limited — Proxy Solicitation & Information Statement 2024

Mar 21, 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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九 龍 建 業 有 限 公 司 KOWLOON DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability) (Stock Code: 34)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Kowloon Development Company Limited (the ‘‘Company’’) will 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 (the ‘‘Government’’) 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) (‘‘EGM’’) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT

• (a) 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’’) (a copy of which has been produced to the EGM marked ‘‘A’’ and signed by the Chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved; and

KOWLOON DEVELOPMENT COMPANY LIMITED – Announcement 22 March 2024

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• (b) any one director of the Company be and is hereby authorised to do all such 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.’’

By Order of the Board Kowloon Development Company Limited Tse Wah Ting, Wendy Company Secretary

Hong Kong, 22 March 2024

Notes:

1. Any shareholder entitled to attend and vote at the EGM 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.

2. To be valid, the 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 EGM or any adjournment thereof.

3. For the purpose of determining shareholders’ eligibility to attend and vote at the EGM, the Register of Members of the Company will be closed from Friday, 31 May 2024 to Wednesday, 5 June 2024, both dates inclusive. During the aforementioned period, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 pm (Hong Kong time) on Thursday, 30 May 2024.

4. The votes of shareholders to be taken at the EGM will be by poll in which Intellinsight Holdings Limited, Mr Or Pui Kwan, Mr Lam Yung Hei and their respective associates shall abstain from voting.

KOWLOON DEVELOPMENT COMPANY LIMITED – Announcement 22 March 2024

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5. BAD WEATHER ARRANGEMENTS

The EGM will 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)) as scheduled regardless of whether or not a tropical cyclone warning signal number 3 or below is hoisted or an amber or a red rainstorm warning signal is in force in Hong Kong at any time on that day.

However, if 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 is/are in force in Hong Kong at 7:30 am (Hong Kong time) on Wednesday, 5 June 2024, the EGM will not be held on that day but will be automatically postponed and, by virtue of this notice, be held at the same time and place on Thursday, 6 June 2024 instead. Shareholders may call the Company at (852) 2396 2112 during normal business hours or visit the website of the Company (www.kdc.com.hk) for details of the aforementioned arrangements.

Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions at their own risk having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.

1. The English text of this notice shall prevail over the Chinese text in case of inconsistency.

As at the date of this announcement, the Directors of the Company are Mr Or Wai Sheun (Chairman), Mr Lai Ka Fai, Mr Or Pui Kwan and Mr Lam Yung Hei as Executive Directors; Ms Ng Chi Man and Mr Yeung Kwok Kwong as Non-executive Directors; and Mr Li Kwok Sing, Aubrey, Mr Lok Kung Chin, Hardy and Mr Hsu Duff Karman as Independent Non-executive Directors.

KOWLOON DEVELOPMENT COMPANY LIMITED – Announcement 22 March 2024

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