KML Technology Group Limited — Share Issue/Capital Change 2022

Aug 29, 2022

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.

KML Technology Group Limited 高萌科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8065)

GRANT OF AWARDED SHARES UNDER THE SHARE AWARD SCHEME AND PROPOSED ISSUE OF NEW SHARES UNDER GENERAL MANDATE PURSUANT TO THE SHARE AWARD SCHEME

Reference is made to the announcement of the Company dated 5 November 2018 in relation to the adoption of Share Award Scheme.

On 26 August 2022, the Board has resolved to issue a total of 2,460,000 new Shares pursuant to the general mandate granted by the shareholders of the Company at the 2022 AGM, under which the maximum number of Shares that can be issued and allotted are 80,500,000 Shares (being 20% of the total number of Shares in issue as at the date of passing of the resolution granting the general mandate), for the purpose of awarding 2,460,000 Awarded Shares to 31 selected employees under the Share Award Scheme. The reasons of the issue are to recognise the contributions made by the employees and to attract and retain talent for the continuous operations and development of the Group. The allotment and issuance of the new Shares is not subject to any shareholders’ approval. Except for the issue of the new Shares as mentioned in this announcement, as at the date of this announcement, no new Share has been issued or allotted under the aforesaid general mandate.

Pursuant to the Share Award Scheme, the Board shall cause the subscription money of HK$24,600 for the new Shares, representing the par value of the Share multiplied by the number of Shares to be issued, to be paid from the Company’s resources. Upon the allotment and issue of the new Shares, the Trustee will hold the new Shares on trust for the selected employees, which shall then be transferred to the selected employees at no cost upon satisfaction of the specific vesting conditions. Accordingly, no funds will be raised from the issue of the new Shares. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Trustee and all of the selected employees and their respective ultimate beneficial owners, if any, are not connected persons of the Company.

The closing price of the Shares as at the date of this announcement was HK$0.20. The new Shares to be issued and allotted by the Company to the Trustee represent approximately 0.61% of the Company’s total number of issued Shares as at 26 August 2022 and approximately 0.61% of the Company’s enlarged total number of issued Shares after the allotment. The new Shares, when issued and fully paid, will rank pari passu among themselves and with the fully paid Shares in issue upon allotment of the new Shares. Pursuant to the Share Award Scheme, the Trustee however shall not exercise the voting rights in respect

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of any Shares held in trust. The Company has not engaged in any fund raising activities by any issue of Shares in the 12 months immediately preceding the date of this announcement. Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and permission to deal in, the 2,460,000 Awarded Shares.

DEFINITION

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

Term	Definition
“2022 AGM”	the annual general meeting of the Company held on 5 August 2022
“Awarded Shares”	in respect of an selected employee, such number of Shares determined
	by the Board and (i) issued by the Company to the selected employee,
	or (ii) purchased by the Trustee on the market, in either case out of
	cash paid by the Company by way of settlement to the Trustee pursuant
	to the Share Award Scheme
“Board”	the board of directors of the Company
“Company”	KML Technology Group Limited高萌科技集團有限公司(stock code:
	8065), an exempted company incorporated in the Cayman Islands on 5
	May 2017 with limited liability, the shares of which are listed on GEM
	of the Stock Exchange
“connected persons”	has the meaning ascribed thereto under the GEM Listing Rules
“Director(s)	the director(s) of the Company
“GEM”	GEM operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of the Stock
	Exchange
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the Company
“Share Award Scheme”	the share award scheme adopted on 5 November 2018, constituted by
	the rules thereof, in its present form or as amended from time to time
	in accordance with the provisions thereof

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“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Trustee” the trustee appointed by the Company for the administration of the Share Award Scheme, and any additional or replacement trustee, being the trustee or trustees for the time being of the trusts declared by the Trust Deed, who is an independent third party of the Group

“%” per cent

By order of the Board KML Technology Group Limited LUK Kam Ming Chairman and Executive Director

Hong Kong, 29 August 2022

As at the date of this announcement, the executive Directors are Mr. LUK Kam Ming, Mr. CHAN Chak Lun Philip, Mr. LUK Kwai Lung and Mr. LUK Yin Cheung; and the independent non-executive Directors are Mr. LAU On Kwok, Mr. LAW Wing Chi Stephen and Dr. TSE Chi Kong.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules of the Stock Exchange 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 announcement 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 announcement misleading.

This announcement will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for a minimum period of 7 days from the date of publication and on the website of the Company at www.kml.com.hk.

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