Kinetic Mines and Energy : Circulars - (1) Proposed Change of Auditors, (2) Re-election of Directors, (3) General Mandate to Issue Shares and to Repurchase Shares and (4) Notice of Annual General Meeting

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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 Mines and Energy 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.

KINETIC MINES AND ENERGY LIMITED

力 量 礦 業 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1277)

1. PROPOSED CHANGE OF AUDITORS,

2. RE-ELECTION OF DIRECTORS,

3. GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

   AND

4. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Kinetic Mines and Energy Limited to be held at Carlton Room One, 2/F, The Ritz-Carlton, Guangzhou, 3 Xing An Road, Pearl River New City, Tianhe District, Guangzhou, PRC on Tuesday, 31 May 2016 at 11: 00 a.m. is set out on pages 13 to 17 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 meeting, 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

28 April 2016

Page

RESPONSIBILITY STATEMENT ...... ....... ........ ....... ........ ....... ....... 1

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 2

LETTER FROM THE BOARD .. ....... ....... ........ ....... ........ ....... ....... 4

INTRODUCTION ... ........ ....... ....... ........ ....... ........ ....... ....... 4 PROPOSED CHANGE OF AUDITORS .... ........ ....... ........ ....... ....... 5

RE-ELECTION OF DIRECTORS ... ....... ........ ....... ........ ....... ....... 5 GENERAL MANDATE AND REPURCHASE MANDATE . ........ ....... ....... 5 NOTICE OF AGM . . ........ ....... ....... ........ ....... ........ ....... ....... 6

VOTING PROCEDURES .... ....... ....... ........ ....... ........ ....... ....... 6

PROXY ...... ....... ........ ....... ....... ........ ....... ........ ....... ....... 7

RECOMMENDATION ....... ....... ....... ........ ....... ........ ....... ....... 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 13

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given 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.

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 Carlton Room One, 2/F, The Ritz-Carlton, Guangzhou, 3 Xing An Road, Pearl River New City, Tianhe District, Guangzhou, PRC on Tuesday, 31 May 2016 at 11: 00 a.m.

''Articles'' the articles of association of the Company as amended from time to time

''Board'' the board of Directors

''BVI'' the British Virgin Islands

''Close Associates'' has the meaning ascribed thereto in the Listing Rules

''Company'' Kinetic Mines and Energy Limited, 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 and Mr. Zhang Liang, Johnson

''Director(s)'' the director(s) of the Company

''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 resolution no. 7(1) in the notice of the AGM

''Group'' the Company and its subsidiaries

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''KPMG'' KPMG, Certified Public Accountants, the current auditors of the Company for the time being

''King Lok'' King Lok Holdings Limited, a BVI business company incorporated under the laws of the BVI on 9 December 2009 and a Controlling Shareholder

''Latest Practicable Date'' 22 April 2016, 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