Kinetic Development Group Limited — Share Issue/Capital Change 2025

Jan 6, 2025

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.

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)

GRANT OF SHARE AWARDS PURSUANT TO 2023 SHARE AWARD SCHEME

The Board is pleased to announce that on 6 January 2025, the Company granted Awards involving 263,500,000 Awarded Shares to Employee Participants in accordance with the terms of the 2023 Share Award Scheme (subject to acceptance by the grantees), representing approximately $3.1257\%$ of the total Shares in issue as at the date of this announcement.

DETAILS OF GRANT OF AWARDS

The details of the Awards granted to the grantees are as follows:

Date of grant: 6 January 2025

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Grantees and number of Awarded Shares under the Awards granted:

Among the total 263,500,000 Awarded Shares granted to Employee Participants, 15,000,000 Awarded Shares were granted to the executive Directors (the "Director Grantees"), with details as follows:

Name	Position	Number of Awarded Shares granted
Mr. Ju Wenzhong	Chairman and Executive Director	5,000,000
Mr. Li Bo	Chief Executive Officer and Executive Director	5,000,000
Mr. Ji Kunpeng	Executive Director	5,000,000

The remaining 248,500,000 Awarded Shares were granted to Employee Participants who are employees of the Group but not Directors, chief executive nor substantial shareholders of the Company, or their respective associates (as defined in the Listing Rules).

The grant of the Awarded Shares to the Director Grantees has been initially approved by the independent non-executive Directors according to Rule 17.04(1) of the Listing Rules. Mr. Ju Wenzhong, Mr. Li Bo and Mr. Ji Kunpeng, all being executive Directors, have abstained from voting on the relevant board resolutions in relation to the grant of the Awarded Shares to themselves. Save as disclosed in this announcement, none of the grantees is a Director, chief executive or substantial shareholder of the Company, or their respective associates (as defined in the Listing Rules).

Purchase price: HK$1.00 per Share

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Closing price of the Shares on the date of grant:
HK$1.28 per Share

Vesting period:
All Awards granted to all Employee Participants will vest at one go on 6 January 2028.

Performance targets:
Awards were granted to Employee Participants under the 2023 Share Award Scheme without performance targets. In view that (i) the grantees are employees of the Group who will contribute directly to the overall business performance, sustainable development and/or good corporate governance of the Group; (ii) the grant is a recognition for the grantees' past contributions to the Group; and (iii) the Awards are subject to certain vesting conditions and terms of the 2023 Share Award Scheme, which already cover situations where the Awards will lapse in the event that the grantees cease to be employees of the Group, the Remuneration Committee is of the view that the grant of Awards to Employee Participants without performance targets is market competitive and aligns with the purpose of the 2023 Share Award Scheme.

Clawback/lapse mechanism:
Where there has been a material misstatement or omission in the financial report of the Group or if the relevant Employee Participant is found to have engaged in serious negligence, fraud or misconduct, any Awarded Shares may be subject to clawback pursuant to the Company's policy on clawback, as amended from time to time.

Number of Shares Available for Future Grants

The grant of Awards will be satisfied by issuance of new Shares within the Scheme Mandate Limit. Subsequent to the grant of Awards as set out in this announcement, there are still 579,500,000 Shares available for future grants to be satisfied by new Shares under the 2023 Share Option Scheme, the 2023 Share Award Scheme and any other schemes of the Company.

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As at the date of this announcement, the number of Shares available for future grants to be satisfied by new Shares under the Service Providers Sublimit under the 2023 Share Option Scheme, the 2023 Share Award Scheme and any other schemes of the Company, is 84,300,000 Shares.

Reasons for Grant of Awards

The grant of Awards is to align the interests of the Employee Participants with those of the Group through ownership of Shares, dividends and other distributions paid on Shares and/or the increase in value of the Shares, and to recognise the contributions made by the grantees and to attract and retain talent for the continuous operations and development of the Group.

LISTING RULES IMPLICATIONS

As Mr. Ju Wenzhong, Mr. Li Bo and Mr. Ji Kunpeng, being the Director Grantees, are executive Directors, the grant of Awarded Shares to them constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the grant of Awards to them forms a part of their remuneration packages under their respective service contracts with the Company, such grant is therefore fully exempt from the reporting, announcement and independent shareholders' approval requirements under Rule 14A.73(6) and Rule 14A.95 of the Listing Rules.

DEFINITION

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"2023 Share Award Scheme" the share award scheme adopted by the Company on 22 May 2023;

"2023 Share Option Scheme" the share option scheme adopted by the Company on 22 May 2023;

"Adoption Date" the date on which the 2023 Share Award Scheme and the 2023 Share Option Scheme were adopted by the Shareholders, being 22 May 2023;

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“Awarded Shares” in respect of grantee, such number of Shares subject to an Award as determined by the Board;

“Awards” awards of the Awarded Shares granted by the Company pursuant to the 2023 Share Award Scheme;

“Board” the board of Directors;

“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;

“Director(s)” the director(s) of the Company;

“Employee Participant(s)” director(s) or employee(s) of the Company or any of its subsidiaries;

“Group” the Company and its subsidiaries;

“HK$” Hong Kong dollars, the lawful currency of Hong Kong;

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

“Remuneration Committee” the remuneration committee of the Company;

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"Service Provider(s)"

any person(s) who provide(s) services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group, including the following persons:

(a) a supplier of goods or services to any member of the Group and its associated companies;

(b) a consultant providing business consulting services to the Group and its associated companies, including but not limited to consulting services on coal products, product quality control, regulations and policies, mining operation, research and development on mining industry;

(c) a business or joint venture partner, franchisee, contractor, agent or representative in the mining industry of any member of the Group and its associated companies;

(d) a person or entity that provides design, research, development or other support or any advisory, consultancy, professional services to any member of the Group and its associated companies; and

(e) an associate of any of the foregoing persons.

For the avoidance of doubt, Service Provider(s) may not include placing agents or financial advisers providing advisory services for fundraising, mergers or acquisitions, as well as professional service providers (such as auditors or valuers) who provide assurance or are required to perform their services with impartiality and objectivity;

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“Scheme Mandate Limit”

the total number of Shares which may be issued in respect of all options and awards to be granted under the 2023 Share Option Scheme, the 2023 Share Award Scheme and any other schemes of the Company, and shall not in aggregate exceed 843,000,000 Shares, representing 10% of the total number of issued Shares as at the Adoption Date;

“Service Provider Sublimit”

a sublimit under the Scheme Mandate Limit, being the total number of Shares which may be issued in respect of all options and awards to be granted to service providers under the 2023 Share Option Scheme, the 2023 Share Award Scheme and any other schemes of the Company, and shall not in aggregate exceed 84,300,000 Shares, representing 1% of the total number of issued Shares as at the Adoption Date;

“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;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“subsidiary(ies)”

has the meaning ascribed thereto under the Listing Rules;

“%”

per cent

By order of the Board of
Kinetic Development Group Limited
Ju Wenzhong
Chairman and Executive Director

Hong Kong, 6 January 2025

As at the date of this announcement, 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.