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.

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)

SHARE SCHEMES

ADOPTION OF THE 2023 SHARE OPTION SCHEME

AND
ADOPTION OF THE 2023 SHARE AWARD SCHEME

The 2012 Share Option Scheme was adopted by the Company on 6 March 2012 and
expired on 5 March 2022. No options had ever been granted by the Company under the
2012 Share Option Scheme. Following the expiry of 2012 Share Option Scheme, the
Company has no other share option schemes as at the date of this announcement.

As at the date of this announcement, the Company operates the 2022 Share Award
Scheme, which allows the Company to grant awards involving existing Shares to eligible
participants. No awards had ever been granted by the Company under the 2022 Share
Award Scheme. Save for the aforesaid, as at the date of this announcement, the Company
does not maintain any other share schemes.

Chapter 17 of the Listing Rules has been amended to govern both share option schemes
and share award schemes with effect from 1 January 2023. To enable the Company
to grant options or awards to selected participants as incentives or rewards for their
contributions to the Group and to comply with the new requirements of Chapter 17 of the
Listing Rules, the Company proposed to:

(i) adopt the 2023 Share Option Scheme; and

(ii) adopt the 2023 Share Award Scheme pursuant to which only grant of awards
involving new Shares may be made.

The adoption of the 2023 Share Option Scheme and the adoption of the 2023 Share Award
Scheme are subject to, among others, Shareholders’ approval at the AGM.

–1–
INTRODUCTION

The 2012 Share Option Scheme was adopted by the Company on 6 March 2012 and expired
on 5 March 2022. No options had ever been granted by the Company under the 2012 Share
Option Scheme. Following the expiry of 2012 Share Option Scheme, the Company has no
other share option schemes as at the date of this announcement.

As at the date of this announcement, the Company operates the 2022 Share Award Scheme,
which allows the Company to grant awards involving existing Shares to eligible participants.
No awards had ever been granted by the Company under the 2022 Share Award Scheme.
Save for the aforesaid, as at the date of this announcement, the Company does not maintain
any other share schemes.

Chapter 17 of the Listing Rules has been amended to govern both share option schemes
and share award schemes with effect from 1 January 2023. To enable the Company to grant
options or awards to selected participants as incentives or rewards for their contributions to
the Group and to comply with the new requirements of Chapter 17 of the Listing Rules, the
Company proposed to:

(i) adopt the 2023 Share Option Scheme; and

(ii) adopt the 2023 Share Award Scheme pursuant to which only grant of awards involving
new Shares may be made.

The adoption of the 2023 Share Option Scheme and the adoption of the 2023 Share Award
Scheme are subject to, among others, Shareholders’ approval at the AGM.

ADOPTION OF THE 2023 SHARE OPTION SCHEME

For the purpose of Chapter 17 of the Listing Rules, the 2023 Share Option Scheme will
constitute a share scheme involving the grant by the Company of options over new Shares.
Accordingly, the adoption of the 2023 Share Option Scheme will be subject to, among
others, the Shareholders’ approval at the AGM.

Principal terms of the 2023 Share Option Scheme are set out at the end of this
announcement. Further details of the principal terms of the 2023 Share Option Scheme will
be set out in the Circular to be despatched to the Shareholders in due course.

The 2023 Share Option Scheme shall come into effect on the date on which the following
conditions are fulfilled: (i) the Shareholders’ approval at the AGM; and (ii) the approval of
the Stock Exchange for the listing of, and permission to deal in, the Shares (representing
the initial Scheme Mandate Limit) to be allotted and issued in accordance with the terms
and conditions of the 2023 Share Option Scheme and any other schemes of the Company
(including the 2023 Share Award Scheme).

–2–
ADOPTION OF THE 2023 SHARE AWARD SCHEME

For the purpose of Chapter 17 of the Listing Rules, the 2023 Share Award Scheme will
constitute a share scheme involving the grant by the Company of new Shares. Accordingly,
the adoption of the 2023 Share Award Scheme will be subject to, among others, the
Shareholders’ approval at the AGM.

Principal terms of the 2023 Share Award Scheme are set out at the end of this
announcement. Further details of the principal terms of the 2023 Share Award Scheme will
be set out in the Circular to be despatched to the Shareholders in due course.

The 2023 Share Award Scheme shall come into effect on the date on which the following
conditions are fulfilled: (i) the Shareholders’ approval at the AGM; and (ii) the approval of
the Stock Exchange for the listing of, and permission to deal in, the Shares (representing
the initial Scheme Mandate Limit) to be allotted and issued in accordance with the terms
and conditions of the 2023 Share Award Scheme and any other schemes of the Company
(including the 2023 Share Option Scheme).

PRINCIPAL TERMS OF THE 2023 SHARE OPTION SCHEME AND THE 2023
SHARE AWARD SCHEME

Purposes of the 2023 Share Option Scheme and the 2023 Share Award Scheme

The purposes of the 2023 Share Option Scheme and the 2023 Share Award Scheme are to
recognise the contributions by certain eligible participant(s) and to give incentives thereto in
order to retain and motivate them for the continual operation and development of the Group;
and to attract suitable personnel for further development of the Group, by providing them
with the opportunity to acquire equity interests in the Company.

The Directors are of the view that the 2023 Share Option Scheme and the 2023 Share
Award Scheme are different in nature, and they complement each other in terms of equity
incentive, added motivation and increased flexibility. In particular, a grantee under the
2023 Share Option Scheme is required to pay an exercise price to subscribe for the Shares
which exercise price must not be less than the closing price of the Shares at the date of
grant of Options in accordance with the Listing Rules. On the other hand, a grantee under
the 2023 Share Award Scheme may or may not be required to pay a purchase price for the
Awarded Shares, and where a purchase price is required, such purchase price is not subject
to the same restriction as exercise price of Options under the Listing Rules. Hence, award
holders under the 2023 Share Award Scheme may incur less costs and require less funds
than option holders under the 2023 Share Option Scheme. As such, the adoption of the
2023 Share Option Scheme and the 2023 Share Award Scheme in parallel will provide the
Company with different tools which are more flexible and effective in rewarding the eligible
participants and driving their contributions to the Group.

–3–
Eligible participants and eligibility

Eligible participants of the 2023 Share Option Scheme and the 2023 Share Award Scheme
include employee participants, related entity participants and service providers.

Service provider(s) means 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 any of the following persons:

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

(ii) consultant(s) 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;

(iii) business or joint venture partner(s), franchisee(s), contractor(s), agent(s) or

representative(s) in the mining industry of any member of the Group and its associated
companies;

(iv) person(s) or entity(ies) that provide(s) design, research, development or other support
or any advisory, consultancy, professional services to any member of the Group and its
associated companies; and

(v) associate(s) of any of the foregoing person(s).

For the avoidance of doubt, service provider(s) may not include placing agent(s) or financial
adviser(s) providing advisory services for fundraising, mergers or acquisitions, as well as
professional service provider(s) (such as auditor(s) or valuer(s)) who provide(s) assurance or
are required to perform their services with impartiality and objectivity.

The basis of determining the eligibility of each eligible participant, including the criteria
for determining a person’s eligibility under each category of eligible participant, shall be
determined by the Board absolutely. The assessing factors shall include, but not limited to,
the following:

(a) for employee participants: the individual performance, time commitment, responsibilities
or employment conditions according to the prevailing market practice and industry
standard, the length of employment with the Group and the individual contribution or
potential contribution to the development and growth of the Group;

(b) for related entity participants: the degree of involvement in and/or cooperation with
the Group, the length of collaborative relationship the related entity participant has
established with the Group, the amount of support, assistance, guidance, advice, efforts
and contributions the related entity participant has exerted and given towards the
success of the Group, and the amount of potential support, assistance, guidance, advice,
efforts and contributions the related entity participant is likely to be able to give or
make towards the success of the Group in the future; and

–4–
(c) for service providers: the individual performance of the service provider, the length of
business relationship with the Group, the materiality and nature of the services provided
to the Group (such as whether they relate to the core business of the Group and
whether such services could be readily replaced by third parties), track record in quality
of services provided to the Group, the scale of business dealings with the Group, and
actual or potential contribution to the Group’s revenue or profit which is or may be
attributable to the service provider.

The Directors (including the independent non-executive Directors) are of the view that
the eligibility of employee participants, related entity participants and service providers to
participate in the 2023 Share Option Scheme and the 2023 Share Award Scheme is consistent
with the purposes of the 2023 Share Option Scheme and the 2023 Share Award Scheme,
which enable the Group to preserve its cash resources and use share incentives to encourage
persons both inside and outside of the Group to contribute to the Group and align the
mutual interests of each party, as the Company on one hand and the employee participants,
related entity participants and service providers on the other hand, by holding on to equity
incentives, will mutually benefit from the long-term growth of the Group.

Although the Company has not granted, and does not have any immediate plan to grant, any
options nor awards to the related entity participants nor service providers as at the date of
this announcement, related entity participants and service providers have been included in the
definition of eligible participants in the Company’s past and expired share option schemes,
as is in line with the industry norm.

The Directors (including the independent non-executive Directors) are of the view that apart
from the contributions from employees, the success of the Group might also come from
the efforts and contributions from non-employees (including related entity participants and
service providers) who have contributed to the Group or may contribute to the Group in
the future. Grant of options and awards to related entity participants and service providers
would not only align the interest of the Group with such grantees, but also strengthen their
loyalty to the Group and provide incentives for (i) a higher degree of their participation
and involvement in promoting the business of the Group; and (ii) maintaining a stable and
long-term relationship with the Group. Through the grant of options and/or awards, the
interest of such related entity participants and service providers will be aligned with that of
the Group in promoting the growth and development of the Group’s business.

In respect of the related entity participants, the Company and the related entity participants
have always had a close working relationship. Despite that related entity participants may
not be directly appointed and employed by the members of the Group, such related entity
participants are nonetheless valuable human resources to the Group given their close
corporate and collaborative relationships. They may be involved in business engagements
relating to or having connections with the Group’s businesses. As such, certain related entity
participants have joint involvement in coal extraction projects from time to time. Given
the mix of workload, the Company feels that it is important to recognize the contribution
or future contribution of such related entity participants by giving them incentive through
their participation in the 2023 Share Option Scheme and 2023 Share Award Scheme. In
particular, for those related entities in which the Group has significant interest, their growth
and development would contribute to the financial performance of the Group, thereby

–5–
allowing the Group to share and benefit from the positive results of these related entities.
It is therefore in the interest of the Company and the Shareholders, and is in line with the
objectives of the 2023 Share Option Scheme and 2023 Share Award Scheme to include
the related entity participants, who the Company can incentivize with the grant of share
options and/or award shares in order to strengthen their loyalty with the Group even though
they may not be directly employed by the Group, and to in turn facilitate a higher degree
of collaboration and closer business relationships and ties between the related entities and
the group; while the related entities may consider granting share options or award shares
to those employees, given that the same employees may be utilized by the Company to
assist with its projects, they would also provide service to the Company despite not being
directly employed by the Group, and hence the Board is of the view that it would be in the
Company’s interest to also grant share options and/or award shares to those related entity
participants in recognition of their contribution to the Company.

In respect of the service providers, the Group has, in its ordinary and usual course of
business, always relied on (i) suppliers of goods or services to any member of the Group
and its associated companies; (ii) consultants 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; (iii) business or joint venture partners, franchisees,
contractors, agents or representatives in the mining industry of any member of the Group and
its associated companies; (iv) persons or entities that provide design, research, development
or other support or any advisory, consultancy, professional services to any member of the
Group and its associated companies; and (v) associates of any of the foregoing persons. It
is believed that the Group’s success is attributable to the high quality of goods and services
provided by such persons, entities and suppliers. Moreover, service providers may not
always be able to serve as full-time or part-time employees of the Group due to a variety of
reasons. For example, these persons may have stepped down from employment position with
the Group, or they may be experienced in their own fields and professionals with lots of
business connections but cannot serve the Group as employees, or they may prefer to remain
self-employed.

Amongst service providers, suppliers, business or joint venture partners, franchisees,

contractors or agents directly contribute to the long-term growth of the Group’s business by
providing services that are of a continuing and recurring nature in the ordinary and usual
course of the Group’s business. These service providers are closely connected to and crucial
to the Group’s day-to-day operations which spans across procurement, sales, manufacturing,
marketing and research and development, and their contribution directly impacts the results
of operations of the Group. Service Providers also include advisors and consultants with
relevant expertise in fields related to the mining industry such as coal mining technical
consultant. Such service providers contribute to the long-term growth of the Group by
advising or consulting on a set of specialised skills and knowledge in the business activities
of the Group. As these service providers possess industry-specific knowledge or expertise and
often have extensive experience and understanding of the market, they are able to provide
insight on areas such as market development, technological trends and innovations, technical
specifications and licensing requirements for products, production management, as well as
marketing. The strategic advice and guidance provided by engaging these service providers
benefit the Group in its ordinary and usual course of business and often allows it to more
effectively plan its future business strategies for long-term growth.

–6–
Based on the above, the Directors (including the independent non-executive Directors) are
of the view that the inclusion of the related entity participants and service providers in the
2023 Share Option Scheme and the 2023 Share Award Scheme is in line with the purpose
of the 2023 Share Option Scheme and the 2023 Share Award Scheme, is fair and reasonable
and in the interests of the Company and the Shareholders as a whole because this gives
the Company the flexibility to grant options and awards (instead of cash reward or other
settlement) to the related entity participants and service providers when necessary.

Scheme Mandate Limit and Service Provider Sublimit

The Scheme Mandate Limit is 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, assuming that no further Shares are issued or repurchased by the Company
between the date of this announcement and the date of the AGM.

The Service Provider Sublimit, being a sublimit under the Scheme Mandate Limit, is the
total number of Shares which may be issued in respect of all options and awards to be
granted to the 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, representing 1% of the total number of issued Shares as at the Adoption Date,
assuming that no further Shares are issued or repurchased by the Company between the date
of this announcement and the date of the AGM.

The Service Provider Sublimit was determined after considering the service provider sublimit
set by other listed companies, the potential dilution effect that may arise from grants to
service providers, and the fact that the Company expects that options and awards will mostly
be granted to employee participants but would like to retain the flexibility to grant options
and awards to service providers for the reasons mentioned and hence limit such grants to a
relatively small portion of the Scheme Mandate Limit, which is 1% of the issued Shares as
at the Adoption Date.

The Directors (including the independent non-executive Directors) are of the view that the
Service Provider Sublimit under is appropriate and reasonable, and such a limit provides
the Group with flexibility to provide equity incentives (instead of expending cash resources
in the form of monetary consideration) to reward and collaborate with persons who are not
employees or officers of the Group, but who may have exceptional expertise in their field or
who may be able to provide valuable expertise and services to the Group, which is in line
with the purposes of the 2023 Share Option Scheme and the 2023 Share Award Scheme.

–7–
Exercise price of options

Subject to the provisions of the Listing Rules, the exercise price in respect of any particular
Option under the 2023 Share Option Scheme shall be such price as the Board may in its
absolute discretion determine at the time of grant of the relevant Option (and shall be stated
in the grant letter) but in any event the exercise price shall not be less than whichever is the
highest of:

(i) the nominal value (if any) of a Share;

(ii) the closing price of a Share as stated in the Stock Exchange’s daily quotations sheet on
the grant date, which must be a business day; and

(iii) the average closing price of a Share as stated in the Stock Exchange’s daily quotation
sheets for the five business days immediately preceding the grant date.

The Directors are of the view that the exercise price of Options is appropriate given that
it is in line with the requirement of the Listing Rules while providing the Company with
sufficient flexibility to determine the exercise price of Options that can provide sufficient
incentive to the selected participants to achieve the purpose of the 2023 Share Option
Scheme.

Purchase price of Awarded Shares

In determining the purchase price (if any) of Awarded Shares, the Board may take into
consideration matters including (without limitation) the present contribution and expected
contribution of the selected participant to the profits of the Group, the general financial
condition of the Group, the Group’s overall business objectives and future development plan,
and any other matter which the Board considers relevant.

The Directors are of the view that such room for discretion on purchase price provides the
Board with flexibility to stipulate, if necessary, a purchase price for Awarded Shares, while
balancing the purpose of the 2023 Share Award Scheme and the interests of Shareholders.

Vesting period

The vesting of any Options under the 2023 Share Option Scheme or any Awards under the
2023 Share Award Scheme shall be subject to a vesting period to be determined by the
Board in its absolute discretion, which shall be specified in the grant letter or grant notice
(as the case may be). Only insofar as and for so long as the Listing Rules require, the
vesting period for an Option under the 2023 Share Option Scheme or an Award under the
2023 Share Award Scheme shall not be less than 12 months, unless the Board determines in
its sole discretion that the Options or Awards granted to employee participants may be less
than 12 months under the following specific circumstances:

(a) grants of “make-whole” Options or Awards to new joiners to replace the share options
they forfeited when leaving the previous employers;

–8–
(b) grants of Options or Awards to an employee participant whose employment is
terminated due to death or disability or uncontrollable event. In those circumstances,
the vesting of an Option or Award may accelerate;

(c) grants of Options or Awards with performance-based vesting conditions provided in

these rules of the 2023 Share Option Scheme or 2023 Share Award Scheme in lieu of
time-based vesting criteria;

(d) grants of Options or Awards made in batches during a year for administrative and
compliance reasons (may include Options or Awards that should have been granted
earlier but had to wait for a subsequent batch. In such cases, the vesting periods
may be shorter to reflect the time from which an Option or Award would have been
granted);

(e) grants of Options or Awards with a mixed or accelerated vesting schedule such as
where the Options or Awards may vest evenly over a period of 12 months;

(f) grants of Options or Awards with a total vesting and holding period of more than 12
months; and

(g) such other circumstances as specified in clause 13 of Appendix III and clause 12 of
Appendix IV of the Circular.

The Directors (and the Remuneration Committee in respect of grants of Options or Awards
to the Directors and/or senior management) are of the view that the vesting period for
Options or Awards granted to employee participants may be less than 12 months under
specific circumstances as set out above is appropriate because such arrangement is in line
with the requirements under the Listing Rules and market practice, and gives the Company
flexibility to provide a competitive remuneration package to reward exceptional performers
with accelerated vesting or in exceptional circumstances where justified, which is in line with
the purpose of the 2023 Share Option Scheme and the 2023 Share Award Scheme.

Performance targets

The Board is entitled to impose any condition (including, without limitation, any performance
target) as it deems appropriate with respect to the entitlement of the selected participant to
the Option Shares or the Awarded Shares, provided that such condition is communicated
to such selected participant at the same time as he is notified of his Option or Award.
Performance target shall normally be tested over a performance period of at least three
financial years of the Company (or such other period as the Board may from time to time
determine); may relate to the performance of the selected participant (who is a director or
senior management of the Company), the Company, one or more of its subsidiaries, the
business or functional unit or department for which such selected participant works or the
strategic or business initiatives or projects for which such selected participant is responsible
or in relation to which he is actively involved in developing, implementing or completing,
or any combination of the above; may be relative to the performance of one or more
comparators, benchmarks, indices or other measures.

–9–
The Directors (and the Remuneration Committee in respect of grants of Options or Awards
to the Directors and/or senior management) are of the view that it is not practicable to
expressly set out a generic set of performance targets in the rules of the 2023 Share Option
Scheme and the 2023 Share Award Scheme, as each selected participant will play different
roles and contribute in different ways to the Group. The Board or the Remuneration
Committee shall have regard to the purpose of the 2023 Share Option Scheme and the 2023
Share Award Scheme in making such determinations, and ensure that appropriate specific
performance targets will be set under particular circumstances of the relevant selected
participant(s).

Clawback

Where there has been a material misstatement or omission in the financial report of the
Group or if the relevant selected participant has engaged in serious negligence, fraud or
misconduct, any Options or Awarded Shares may be subject to clawback pursuant to the
Company’s policy on clawback, as amended from time to time.

The Directors (and the Remuneration Committee in respect of grants of Options or Awards
to the Directors and/or senior management) are of the view that the clawback mechanism in
each of the 2023 Share Option Scheme and the 2023 Share Award Scheme provides a choice
for the Company to clawback the equity incentives granted to selected participants culpable
of misconduct and is in line with the purpose of the 2023 Share Option Scheme and the
2023 Share Award Scheme and the interests of Shareholders.

TERMS OF THE 2023 SHARE OPTION SCHEME AND THE 2023 SHARE AWARD
SCHEME

A summary of the principal terms of each of the 2023 Share Option Scheme and the
2023 Share Award Scheme are set out in Appendix III and Appendix IV to the Circular
respectively. These summaries do not constitute the full terms of the same. A copy of the
rules of each of the 2023 Share Option Scheme and the 2023 Share Award Scheme has been
published and will remain on the Company’s website at www.kineticme.com and Hong Kong
Exchanges and Clearing Limited’s HKEXnews website at www.hkexnews.hk for display for
a period of not less than 14 days before the date of the AGM and such rules will be made
available for inspection at the AGM.

APPLICATION FOR LISTING

Application will be made by the Company to the Stock Exchange for the approval of the
listing of, and permission to deal in, the new Shares (representing a maximum of 10% of the
total number of issued Shares as at the Adoption Date) 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 share scheme(s) of the Company.

– 10 –
Assuming that the 2023 Share Option Scheme and the 2023 Share Award Scheme are
adopted, on the basis that no further Shares are issued or repurchased between the date
of this announcement and the date of the AGM, 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 share scheme(s) of the Company is
843,000,000, representing 10% of the total number of issued Shares as at the Adoption Date.

CIRCULAR

A circular of the Company containing, among others, details of the principal terms of
the 2023 Share Option Scheme and the 2023 Share Award Scheme, together with a
notice convening the AGM will be despatched to the Shareholders in accordance with the
requirements of the Listing Rules in due course.

DEFINITIONS

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

“2012 Share Option Scheme” the share option scheme previously adopted by the
Company on 6 March 2012

“2022 Share Award Scheme” the share award scheme previously adopted by the
Company on 29 November 2022

“2023 Share Award Scheme” the share award scheme proposed to be adopted by the
Company at the AGM

“2023 Share Option Scheme” the share option scheme proposed to be adopted by the
Company at the AGM

“Adoption Date” the date (which is expected to be the date of the AGM)
on which the 2023 Share Option Scheme or the 2023
Share Award Scheme will be adopted by the Shareholders

“AGM” the annual general meeting of the Company to be held

at Small Connaught Room, 1/F, Mandarin Oriental Hong
Kong, 5 Connaught Road Central, Central, Hong Kong
on Monday, 22 May 2023 at 3:00 p.m.

“associate(s)” has the meaning ascribed thereto in the Listing Rules

“Award(s)” award(s) of the Awarded Shares granted by the Company

pursuant to the 2023 Share Award Scheme

“Awarded Shares” in respect of grantee, such number of Shares subject to

an Award as determined by the Board

“Board” the board of Directors

– 11 –
“business day(s)” any day(s) (other than Saturday, Sunday or public
holiday) on which the Stock Exchange is open for the
business of dealing in securities

“Circular” the circular of the Company dated 28 April 2023,

containing, among others, details of the principal terms
of the 2023 Share Option Scheme and the 2023 Share
Award Scheme

“clawback” in respect of any Options or Awarded Shares granted

to an eligible participant, the repayment of money in
relation to all or a specified part of such Options, Option
Shares allotted and issued upon exercises of such Options
and/or Awarded Shares (as the case may be) by such
selected participant and/or the ceasing or variation of
the selected participant’s entitlement to receive or be
vested with all or a specified part of any such options or
awarded Shares which have not yet been vested in the
eligible participant

“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

“eligible participant(s)” any employee participant(s), related entity participant(s)

or service provider(s), provided that the Board shall have
absolute discretion to determine whether or not one falls
within the above categories

“employee(s)” in relation to a company, its full-time or part-time

employee(s), or person(s) for the time being seconded to
work full-time or part-time for such company

“employee participant(s)” director(s) or employee(s) of the Company or any of

its subsidiaries (including a person who is granted
Options under the Scheme as an inducement to enter into
employment contracts with the Company or any of its
subsidiaries)

“exercise price” the price per Share at which a grantee may subscribe
for a Share on the exercise of an Option pursuant to the
2023 Share Option Scheme

– 12 –
“grantee” any eligible participant who accepts the offer of the grant
of an Option or an Award in accordance with the terms
of the 2023 Share Option Scheme or 2023 Share Award
Scheme or (in the case of an eligible participant being
an individual and where the context so permits) the legal
personal representative(s) entitled to any such Option
in consequence of the death of the relevant eligible
participant

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the

PRC

“Listing Rules” the Rules Governing the Listing of Securities on the

Stock Exchange

“Option(s)” option(s) to subscribe for Share(s) granted pursuant to

the 2023 Share Option Scheme and for the time being
subsisting

“Option Shares” Shares to which any particular Option relates

“PRC” or “China” The People’s Republic of China, which for the purposes
of this announcement excludes Hong Kong, Macau
Special Administrative Region and Taiwan Region

“purchase price” the price (if any) per Share at which a grantee may pay
for an Awarded Share pursuant to the 2023 Share Award
Scheme

“related entity(ies)” any holding company(ies), fellow subsidiary(ies) or

associated company(ies) of the Company

“related entity participant(s)” any director(s) or employee(s) of related entity(ies)

“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

– 13 –
“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
person:

(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

“Service Provider Sublimit” a sublimit under the Scheme Mandate Limit, 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

“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

– 14 –
“US$” US dollars, the lawful currency of the United States of
America

“vesting period” in respect of an Option or an Award, the minimum

period for which an Option or an Award must be held
before it can be vested as the Board may in its absolute
discretion determine

“%” percent

By order of the Board of

Kinetic Development Group Limited
Ju Wenzhong
Chairman and Executive Director

Hong Kong, 28 April 2023

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.

– 15 –