BUTONG GROUP — Share Issue/Capital Change 2026

Jan 12, 2026

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.

BeBeBus

BUTONG GROUP

不同集团

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6090)

VOLUNTARY ANNOUNCEMENT ADOPTION OF SHARE AWARD SCHEME

ADOPTION OF THE SHARE AWARD SCHEME

The Board is pleased to announce that, on January 12, 2026, it has adopted the Share Award Scheme, which is a scheme funded solely by existing Shares and will not involve the issue of any new Shares and shall be valid and effective for a term of 10 years from the Adoption Date. The purposes and objectives of the Share Award Scheme are to (i) to recognize the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

LISTING RULES IMPLICATIONS

The Share Award Scheme was contemplated and adopted to be funded solely by existing Shares. The Share Award Scheme constitutes a share scheme under Chapter 17 of the Listing Rules and shall be subject to the applicable disclosure requirements under Rule 17.12 of the Listing Rules. However, it does not constitute a scheme involving the issue of new Shares as referred to in Chapter 17 of the Listing Rules. Therefore, no Shareholders’ approval is required to adopt the Share Award Scheme.

ADOPTION OF THE SHARE AWARD SCHEME

The Board is pleased to announce that, on January 12, 2026, it has adopted the Share Award Scheme. A summary of the principal terms of the Share Award Scheme is set out below.

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Purposes and Objectives

The purposes and objectives of the Share Award Scheme are (i) to recognize the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

Duration

Subject to any early termination as may be determined by the Board pursuant to termination clauses in the Scheme Rules, the Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date, after which no further Awards will be granted. Upon termination of the Share Award Scheme, all the Awarded Shares of the Selected Participants granted under the Share Award Scheme shall continue to be held by the Trustee and become vested in the Selected Participants according to the conditions of the Award(s), subject to the receipt by the Trustee of the required documents prescribed by the Trustee.

Eligible Participants

Pursuant to the Scheme Rules, any Employee Participants, Related Entity Participants or Service Providers are eligible to participate in and be granted Awards under the Share Award Scheme.

Administration

The Share Award Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed. Any decision of the Board made in accordance with the Scheme Rules shall be final and binding on all parties, provided that such decision is made in accordance with the Articles, the Listing Rules and any applicable laws. Without prejudice to any limitations of the Scheme Rules, the Board may delegate to another committee of the Board or to one or more officers of the Company any or all of the authority and responsibility of the Board under the Scheme Rules and the Trust Deed (the "Scheme Administrator").

Subject to the Scheme Rules and any applicable laws, rules and regulations, the Scheme Administrator shall have the power to, among others, (i) construe and interpret the Scheme Rules and the terms of the Awards granted from time to time; (ii) grant Awards to those Eligible Participants whom they shall select from time to time; (iii) determine the terms and conditions of Awards granted under the Share Award Scheme; and (iv) take such other steps or actions as they deem necessary or prudent to give effect to the terms and intent of the Scheme Rules and/or Awards.

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Scheme Limit

The Board or the Scheme Administrator shall not make any further award of Awarded Shares which will result in the aggregate number of the Shares awarded by the Board under the Share Award Scheme exceeding 10% of the Shares of the Company in issue (excluding treasury Shares (if any)) as at the Adoption Date (i.e. 9,075,137 Shares) (the “Scheme Limit”).

The maximum number of Shares which may be awarded to a Selected Participant under the Share Award Scheme shall not exceed 1% of the Shares of the Company in issue (excluding treasury Shares (if any)) in any 12 month period.

Grant of Award

Subject to the provisions of the Scheme Rules, the Board or the Scheme Administrator may, from time to time, at its sole and absolute discretion select any Eligible Participant (other than any Excluded Participant) for participation in the Share Award Scheme as a Selected Participant, and grant an Award to any Selected Participant at such consideration (if any) subject to such terms and conditions as the Board or the Scheme Administrator may in its sole and absolute discretion determine.

The Board or the Scheme Administrator shall procure the Company to issue to each Selected Participant a grant letter specifying the date of grant, number of Awarded Shares, purchase price (if any), the vesting schedule and any other details, terms and conditions that they consider necessary. If an Eligible Participant fails to execute the grant letter within five Business Days after the grant date, the relevant Awarded Shares shall be considered as having never been granted to such Eligible Participant and the Awarded Shares shall remain as part of the Trust Fund.

Any Award granted to any connected person(s) of the Company must comply with the Listing Rules and any applicable laws and regulations.

Dealing in Shares by the Trustee

For the purpose of granting Awarded Shares, the Board or the Scheme Administrator may from time to time cause to be paid a Contributed Amount to the Trust. On each occasion when the Board or the Scheme Administrator instructs the Trustee to purchase Shares on the Stock Exchange, it shall specify the maximum amount of funds to be used and the range of prices at which such Shares are to be purchased. The Trustee may not incur more than the maximum amount of funds or purchase any Shares at a price falling outside the range of prices so specified unless with the prior written consent of the Board or the Scheme Administrator.

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Vesting of Awarded Shares

Without unforeseen circumstances, the Board or the Scheme Administrator shall procure the Company to send to each Selected Participant a vesting notice at least 30 Business Days before the Vesting Date. The Board or the Scheme Administrator shall forward a copy of the vesting notice to the Trustee. In the event the Selected Participant (or his legal personal representative or lawful successor as the case may be) fails to execute the vesting notice at least 10 Business Days prior to the Vesting Date, the Awarded Shares which would have otherwise vested in such Selected Participant shall be automatically forfeited and remain as part of the Trust Fund. Subject to the receipt by the Trustee of the requisite information and documents within the period stipulated in the Scheme Rules and the vesting notice, the Trustee shall transfer the relevant Awarded Shares to the relevant Selected Participant and/or a vehicle controlled by him/her as instructed by the Board or the Scheme Administrator as soon as practicable on or after the Vesting Date and in any event not later than 10 Business Days after the Vesting Date.

Restrictions

No Award shall be made by the Board or the Scheme Administrator pursuant to the Scheme Rules and no instructions to acquire any Shares shall be given to the Trustee under the Share Award Scheme where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

Voting Rights and Entitlements

The Trustee shall not exercise the voting rights in respect of any Shares held by it under the Trust. A Selected Participant shall not have any interest or rights (including the right to receive dividends) in the Awarded Shares by virtue of the grant of an Award pursuant to the Share Award Scheme, unless and until the Awarded Shares are actually transferred to the Selected Participant and/or a vehicle controlled by him/her upon vesting of the Awards on the Vesting Date.

Termination

The Share Award Scheme shall terminate on the earlier of:

(i) the tenth anniversary date of the Adoption Date; and
(ii) such date of early termination as determined by the Board by a resolution of the Board,

provided that such termination shall not affect any subsisting rights of any Selected Participant under the Scheme Rules.

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LISTING RULES IMPLICATIONS

The Share Award Scheme was contemplated and adopted to be funded solely by existing Shares. The Share Award Scheme constitutes a share scheme under Chapter 17 of the Listing Rules and shall be subject to the applicable disclosure requirements under Rule 17.12 of the Listing Rules. However, it does not constitute a scheme involving the issue of new Shares as referred to in Chapter 17 of the Listing Rules. Therefore, no Shareholders’ approval is required to adopt the Share Award Scheme.

DEFINITIONS

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

"Adoption Date" January 12, 2026, being the date on which the Share Award Scheme is adopted by the Board

"Award" an award of the Awarded Shares by the Board or the Scheme Administrator to a Selected Participant in accordance with the Scheme Rules

"Awarded Shares" such Shares granted to a Selected Participant when making granting an Award to him/her

"Board" the board of Directors

"Business Day" a day (other than Saturday, Sunday or public holiday) on which the Stock Exchange is open for trading and on which banks are open for business in Hong Kong

"Company" BUTONG GROUP 不同集团, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6090)

"Contributed Amount" cash paid or made available to the Trust by way of settlement or otherwise contributed by the Company, any subsidiary, any significant Shareholder, and/or any party designated by the Company as permitted under the Share Award Scheme as determined by the Board or the Scheme Administrator from time to time

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

"Eligible Participant" any individual being an Employee Participant, Related Entity Participant or Service Provider

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"Employee Participant" a director or an employee of the Company or any of its subsidiaries (including a person who is granted Awards under the Share Award Scheme as an inducement to enter into employment contracts with these companies)

"Excluded Participant" any Eligible Participant who is resident in a place where the grant of an Award and/or the vesting and transfer of the Awarded Shares pursuant to the terms of the Share Award Scheme is not permitted under the laws or regulations of such place or where in the view of the Board or the Scheme Administrator or the Trustee (as the case may be), compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such Eligible Participant

"Group" the Company and its subsidiaries

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange, as amended, modified or supplemented from time to time

"Related Entity Participant" directors and employees of the holding companies, fellow subsidiaries or associated companies of the Company

"Scheme Rules" the rules governing the Share Award Scheme, as restated, supplemented or amended from time to time

"Selected Participant(s)" Eligible Participant(s) selected by the Board or the Scheme Administrator pursuant to the Scheme Rules for participation in the Share Award Scheme (or his/her legal personal representative or lawful successor as the case may be)

"Service Provider(s)" persons who provide 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. For the avoidance of doubt, Service Providers 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

"Share(s)" ordinary share(s) in the share capital of the Company

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"Share Award Scheme"
the share award scheme approved and adopted by the Board on the Adoption Date or as amended from time to time

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"treasury Shares"
has the meaning ascribed to it under the Listing Rules

"Trust"
the trust constituted under the Trust Deed

"Trust Deed"
a trust deed to be entered into between the Company as settlor and the Trustee as trustee of the Trust, as restated, supplemented and amended from time to time

"Trust Fund"
the funds and properties held directly or indirectly under the Trust and managed by the Trustee for the benefit of the Selected Participants (other than the Excluded Participants), including, among other things, all Shares acquired by the Trustee for the purpose of the Trust (including but not limited to any Awarded Shares whether or not vested in a Selected Participant) and such other scrip income (including but not limited to bonus Shares and scrip dividends declared by the Company) derived from the Shares held upon the Trust and any cash

"Trustee(s)"
Futu Trustee Limited, and any additional or replacement trustees, being the trustee or trustees for the time being of the trusts declared in the Trust Deed

"Vesting Date"
in respect of a Selected Participant, the date on which his/her entitlement to the relevant Award is vested in such Selected Participant in accordance with the Scheme Rules and other terms of the Share Award Scheme

"%"
per cent

By order of the Board
BUTONG GROUP
不同集团
Mr. Wang Wei
Chairman of the Board

Hong Kong, January 12, 2026

As at the date of this announcement, the board of directors of the Company comprises Mr. Wang Wei, Ms. Shen Ling and Mr. Yan Dong as executive Directors, and Mr. Yan Jianjun, Mr. Yu Chun Kau and Ms. Chan Wing Ki as independent non-executive Directors.

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