Kinetic Mines and Energy : Circulars - Proposal for Declaration and Payment of Final Dividend Re-election of Directors Proposed Change of Auditors General Mandates to Issue Shares and to Repurchase Shares and Notice of Annual General Meeting

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 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)

PROPOSAL FOR

DECLARATION AND PAYMENT OF FINAL DIVIDEND

RE-ELECTION OF DIRECTORS

PROPOSED CHANGE OF AUDITORS

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

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 Wednesday, 29 May 2019 at 11: 30 a.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 such 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 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. 11: 30 a.m. 27 May 2019) before the time appointed for the holding of such meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting at such meeting or any adjourned meeting thereof should you so wish.

29 April 2019

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
PROPOSED CHANGE OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATE AND REPURCHASE MANDATE . . . . . . . . . . . . . . . . . .	5
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VOTING PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - INFORMATION ON THE DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - EXPLANATORY STATEMENT FOR THE REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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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
	Carlton Room One, 2/F, The Ritz-Carlton, Guangzhou, 3
	Xing An Road, Pearl River New City, Tianhe District,
	Guangzhou, PRC on Wednesday, 29 May 2019 at 11: 30
	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. 8(1) in
	the notice of the AGM
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"King Lok"	King Lok Holdings Limited, a BVI business company
	incorporated under the laws of BVI on 9 December 2009
	and a Controlling Shareholder

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	DEFINITIONS
"Latest Practicable Date"	24 April 2019, 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 resolution no. 8(2) 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
	capital of the Company
"Shareholder(s)"	shareholder(s) of the Company
"Final dividend"	the proposed final dividend of HK$0.03 per share as
	proposed by the Board on 21 March 2019
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"US$"	US dollars, the lawful currency of the United States of
	America
"%"	per cent

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LETTER FROM THE BOARD

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)

Executive Directors:	Registered Office:
Mr. Zhang Li (Chairman)	Clifton House
Mr. Gu Jianhua (Chief Executive Officer)	75 Fort Street
Mr. Zhang Liang, Johnson	P.O. Box 1350
	Grand Cayman KY1-1108
Non-executive Director:	Cayman Islands
Ms. Zhang Lin
	Principal Place of Business
Independent Non-Executive Directors:	in Hong Kong:
Ms. Liu Peilian	Unit B, 20/F
Mr. Zheng Ercheng	Two Chinachem Plaza
Ms. Xue Hui	68 Connaught Road Central
	Hong Kong
	29 April 2019
Dear Sir/Madam,

PROPOSAL FOR

DECLARATION AND PAYMENT OF FINAL DIVIDEND

RE-ELECTION OF DIRECTORS

PROPOSED CHANGE OF AUDITORS

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

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 (i) the proposal for declaration and payment of a final dividend, (ii) the re-election of Directors, (iii) the proposed change of auditors and (iv) 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.

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