THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China In-Tech Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agents through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

In-Tech

中國智能科技有限公司

CHINA IN-TECH LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “AGM”) of China In-Tech Limited (the “Company”) to be held at Unit 1702, 17/F, Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong on Friday, 22 August 2025 at 3:00 p.m. is set out on pages 34 to 39 of this circular. A form of proxy for use at the AGM is also enclosed.

Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person in the AGM or any adjournment thereof if you so wish and in such event, the form of proxy will be deemed to be revoked.

31 July 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 5
General Mandates to Issue Shares and to Repurchase Shares 6
Re-election of Directors 7
Expiry of 2015 Share Option Scheme 8
Adoption of New Share Option Scheme 8
AGM and Proxy Arrangement 14
Voting by Way of Poll 14
Closure of Register of Members 14
Recommendation 15
Responsibility Statement 15
Document Available for Inspection 15
General Information 15

Appendix I — Explanatory Statement of the Repurchase Mandate 16

Appendix II — Details of Directors Proposed for Re-election 20

Appendix III — Summary of Principal Terms of the New Share Option Scheme 22

Notice of Annual General Meeting 34

DEFINITIONS

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

“2015 Share Option Scheme” the share option scheme adopted by the Company on 6 August 2015 and will expire on 5 August 2025

“Acceptance Date” in relation to any Share Option, the day on which the offer to grant such Share Option is accepted by the relevant Eligible Participant in accordance with the provisions of the New Share Option Scheme

“Adoption Date” the date on which the New Share Option Scheme is adopted upon fulfilment of the conditions of the New Share Option Scheme

“Annual General Meeting” or “AGM” an annual general meeting of the Company to be held at Unit 1702, 17/F, Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong on Friday, 22 August 2025 at 3:00 p.m., or any adjournment thereof

“Articles” or “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

“associate(s)” shall have the meaning ascribed to it in the Listing Rules

“Board” the board of Directors (including both executive and independent non-executive Directors)

“Business Day” any day on which the Stock Exchange is open for the business of dealing in securities

“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

“close associate(s)” shall have the meaning ascribed to it in the Listing Rules

“Companies Act” the Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

“Company” China In-Tech Limited (中國智能科技有限公司), a company incorporated in the Cayman Islands on 10 November 2004 with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)” shall have the meaning ascribed to it in the Listing Rules

“Controlling Shareholder(s)” shall have the meaning ascribed thereto in the Listing Rules

DEFINITIONS

“core connected person(s)” shall have the meaning ascribed to it in the Listing Rules

“Directors” directors (including both executive and independent non-executive Directors) of the Company

“Eligible Participant(s)” the directors and employees of the Company or any of its subsidiaries (including persons who are granted Share Options under the New Share Option Scheme as an inducement to enter into employment contracts with these companies)

“Exercise Price” the price per Share payable on the exercise of a Share Option (in whole or in part) as determined by the Directors provided always that it shall comply with the provisions of the New Share Option Scheme and the Listing Rules

“Expiry Date” in respect of a Share Option, the date of the expiry of the Share Option as may be determined by the Board which shall not be later than the last day of the Option Period in respect of such Option

“General Scheme Limit” shall have the meaning as defined in paragraph 3 of Appendix III to this circular

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong from time to time

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

“Individual Limit” shall have the meaning as defined in paragraph 4 of Appendix III to this circular

“INED(s)” the independent non-executive Director(s)

“Issuance Mandate” as defined in paragraph 2(a) of the Letter from the Board in this circular

“Latest Practicable Date” 24 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

– 2 –

DEFINITIONS

"Main Board" the Main Board of the Stock Exchange

"New Share Option Scheme" the new share option scheme of the Company proposed to be approved and adopted by the Shareholders at the AGM

"Nomination Committee" the nomination committee of the Company

"Offer Date" in relation to any Share Option, unless expressly stated otherwise, the day (which must be a Business Day) on which the Company makes an offer of that Share Option to an Eligible Participant subject to the provisions of the New Share Option Scheme, i.e. the date of grant

"Option Holder(s)" the holder(s) of any outstanding Share Option or (where the context so permits) any person who is entitled to such Share Option in consequence of the death or disability of the original holder, or the legal personal representative of such holder

"Option Period" in respect of any Share Option, the period commencing on the Acceptance Date of a Share Option and expiring at the close of business on a day as determined by the Directors (both days inclusive), which period may, if the Directors so determine, be set at different length for different Eligible Participants provided always that such period shall not be longer than ten (10) years from the date upon which any Share Option is granted in accordance with the New Share Option Scheme

"PRC" the People's Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan

"Related Entity(ies)" the holding companies, fellow subsidiaries or associated companies of the Company

"Related Entity Participant(s)" any directors and employees of any Related Entity, which are not Eligible Participants

"Remuneration Committee" the remuneration committee of the Company

"Repurchase Mandate" as defined in paragraph 2(b) of the Letter from the Board in this circular

DEFINITIONS

"Service Provider(s)"
any person who, or entity which, provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business, which are not Eligible Participants

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
share(s) of HK$0.001 each in the share capital of the Company

"Share Option(s)"
share option(s) to subscribe for Share(s) to be granted under the New Share Option Scheme

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Substantial Shareholder(s)"
shall have the meaning ascribed to it in the Listing Rules

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended, supplemented or otherwise modified from time to time

"Treasury Shares"
shall have the meaning ascribed to it in the Listing Rules which came into effect on 11 June 2024

"%"
per cent

LETTER FROM THE BOARD

In-Tech

中國智能科技有限公司

CHINA IN-TECH LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

Executive Directors:

Mr. ZHANG Huijun (Chairman)

Ms. CAI Dongyan (Chief executive officer)

Mr. ZHOU Li Yang

Independent Non-executive Directors:

Mr. HU Zhigang

Mr. ZHANG Jiayou

Mr. MA Yu-heng

Registered office:

Cricket Square,

Hutchins Drive,

P.O. Box 2681,

Grand Cayman, KY1-1111,

Cayman Islands

Principal place of business

in Hong Kong:

Unit 506, 5/F,

New World Tower 1,

18 Queen's Road Central,

Central, Hong Kong

31 July 2025

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the forthcoming AGM to approve (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the aggregate number of the Shares repurchased by the Company under the Repurchase Mandate; (iv) the re-election of retiring Directors; and (v) the proposed adoption of the New Share Option Scheme.

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 3 September 2024, general mandates were granted to the Directors to exercise the powers of the Company to issue Shares and to repurchase Shares respectively. Such general mandates will lapse at the conclusion of the AGM.

It will therefore be proposed at the forthcoming AGM to approve the granting of new general mandates to the Directors to exercise the power of the Company:

(a) to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) of an aggregate number not exceeding 20% of the number of Shares in issue (excluding any Treasury Shares) on the date of passing of such resolution (the “Issuance Mandate”);

(b) to repurchase Shares on the Stock Exchange of an aggregate number not exceeding 10% of the number of Shares in issue (excluding any Treasury Shares) on the date of passing of such resolution (the “Repurchase Mandate”); and

(c) to extend the Issuance Mandate by an amount representing the aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 639,154,000 Shares. Subject to the passing of the proposed ordinary resolution approving the Issuance Mandate at the AGM and on the basis that there is no change in the issued and paid up share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issuance Mandate, the Company would be allowed under the Issuance Mandate to issue/transfer and/or to make or grant offers, agreements and options which might require the issue/transfer of a maximum of 127,830,800 Shares/Treasury Shares during the period in which the Issuance Mandate remains in force.

The Issuance Mandate and the Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in ordinary resolutions numbered 5.(A)(d) and 5.(B)(c) set out in the notice of AGM. A resolution authorizing the extension of the Issuance Mandate to include the aggregate number of such Shares repurchased (if any) under the Repurchase Mandate will be proposed as ordinary resolution numbered 5.(C) set out in the notice of AGM. With reference to the Issuance Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any Shares (including any sale or transfer of Treasury Shares out of treasury) or repurchase any Shares pursuant thereto.

LETTER FROM THE BOARD

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution granting the Repurchase Mandate. The explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

With effect from 11 June 2024, the Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of Treasury Shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution numbered 5.(A) of the notice of the AGM and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.

3. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised three executive Directors, namely Mr. Zhang Huijun (Chairman), Ms. Cai Dongyan (Chief executive officer) and Mr. Zhou Li Yang and three INEDs, namely Mr. Hu Zhigang, Mr. Zhang Jiayou and Mr. Ma Yu-heng.

According to Article 84(1), at least one-third of the Directors for the time being shall retire from office by rotation at each annual general meeting provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Ms. Cai Dongyan and Mr. Hu Zhigang shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election.

The Nomination Committee has reviewed and considered the experience, skills and other perspectives of Ms. Cai and Mr. Hu as set out in Appendix II to this circular having regard to the nomination policy and board diversity policy of the Company. The Company believes that, Ms. Cai and Mr. Hu provide invaluable expertise, experience, continuity and stability to the Board, and the Company has benefited greatly from their contributions and valuable insights derived from their professional knowledge. The Board is of the view that Ms. Cai and Mr. Hu are able to continue to fulfil their roles as required of an executive Director and an INED respectively, and contribute to maintain the diversity in the Board's composition. Therefore, with the recommendation of the Nomination Committee, the Board has proposed Ms. Cai and Mr. Hu to stand for re-election as an executive Director and an INED at the AGM respectively. The Nomination Committee has also assessed and reviewed the annual written confirmation of independence of Mr. Hu as an INED based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that he remains independent.

Pursuant to Rule 13.74 of the Listing Rules, the biographical details of Ms. Cai Dongyan and Mr. Hu Zhigang are set out in Appendix II to this circular.

LETTER FROM THE BOARD

4. EXPIRY OF 2015 SHARE OPTION SCHEME

The 2015 Share Option Scheme was adopted by the Company on 6 August 2015 and is valid and effective for a period of 10 years from the date of adoption. The 2015 Share Option Scheme will expire soon on 5 August 2025. In light of the above, the Company proposes to adopt the New Share Option Scheme in accordance with the latest requirements of the Listing Rules.

As at the Latest Practicable Date, no share option is outstanding under the 2015 Share Option Scheme. The Company does not intend to grant further share options under the 2015 Share Option Scheme prior to its expiry date.

Upon expiry of the 2015 Share Option Scheme, no further share options may be granted thereunder but the provisions of the 2015 Share Option Scheme shall remain in full force and effect. Therefore, the expiry of the 2015 Share Option Scheme will not in any event affect the terms of the grant of such outstanding share options, if any, that have already been granted under the 2015 Share Option Scheme and outstanding share options granted under the 2015 Share Option Scheme shall continue to be subject to the provisions of the 2015 Share Option Scheme.

5. ADOPTION OF NEW SHARE OPTION SCHEME

An ordinary resolution will be proposed at the AGM for the Shareholders to consider, and if thought fit, to approve the adoption of the New Share Option Scheme.

The New Share Option Scheme complies with the latest requirements under Chapter 17 of the Listing Rules.

Conditions precedent of the New Share Option Scheme

The New Share Option Scheme will take effect upon satisfaction of the following conditions:

(i) the passing of an ordinary resolution by the Shareholders at the AGM to approve the adoption of the New Share Option Scheme and to authorise the Board to grant Share Options to subscribe for Shares thereunder and to allot, issue and deal with Shares or to transfer Treasury Shares pursuant to the exercise of any Share Options granted under the New Share Option Scheme; and

(ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued or Treasury Shares to be transferred pursuant to the exercise of Share Options granted under the New Share Option Scheme.

LETTER FROM THE BOARD

An application will be made to the Stock Exchange for the approval of the listing for, and permission to deal in, the Shares to be issued or Treasury Shares to be transferred pursuant to the exercise of the Share Options granted under the New Share Option Scheme.

Principal terms of the New Share Option Scheme

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III hereto.

Purposes of the New Share Option Scheme

The purpose of the New Share Option Scheme is to provide Eligible Participants with the opportunity to acquire proprietary interests in the Company and to encourage Eligible Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole, as well as to motivate Eligible Participants to contribute to the success of the Group's operations. The New Share Option Scheme will provide the Company with a flexible means of retaining, incentivising, rewarding, remunerating, compensating and/or providing benefits to Eligible Participants.

By offering Share Options to the Eligible Participants, their interests will be aligned with the long-term development of the Group as they may also enjoy any potential upside from enhancing the value of the Company. The New Share Option Scheme motivates employees and directors to stay in the Group and strive for the benefit of the Group as well as themselves. It aims to foster a long-term relationship with directors and employees by granting them an equity interest to share in any future growth of the Group.

The terms of the New Share Option Scheme allow the Company to, where it considers appropriate, specify a minimum holding period and performance targets which must be achieved before Share Options can be vested in or exercised by an Option Holder. Whilst there is a general rule under the New Share Option Scheme that the vesting period in respect of any Share Option granted to any Eligible Participant shall not be less than 12 months from the date of acceptance of the Offer, the rule of the New Share Option Scheme has nonetheless retained flexibility by setting out exceptional circumstances where there may be shorter vesting periods as further set out in paragraph 7 of Appendix III. The rules of the New Share Option Scheme have also set out clawback mechanisms where the Company would be able to clawback the incentives granted to such Option Holders who were involved in misconduct, breach of law or employment agreement, details of which are set out in the paragraph headed "Performance targets and clawback mechanism" of this Letter from the Board. Further, the Exercise Price shall be at least the highest of (i) the official closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Offer Date; (ii) the average of the official closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange for the five (5) trading days immediately preceding the Offer Date; and (iii) the nominal value of the Shares on the Offer Date. This aligns with the purpose of the New Share Option Scheme to encourage Eligible Participants to work towards the long-term development of the Group and enhancing the value of the Company and its Shares. The

LETTER FROM THE BOARD

Company believes that the vesting period, the clawback mechanism and the Exercise Price under the New Share Option Scheme as described above will provide them with an incentive to work better for the interest of the Group, and hence aligns with the purpose of the New Share Option Scheme.

General Scheme Limit

For the purpose of the New Share Option Scheme, references to new Shares include Treasury Shares, and references to issue of new Shares include transfer of Treasury Shares.

As at the Latest Practicable Date, the issued share capital of the Company comprised 639,154,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of AGM, the maximum number of Shares which may be issued or Treasury Shares which may be transferred upon exercise of all Share Options to be granted under the New Share Option Scheme and all options, awards or securities to be granted under any other share scheme(s) of the Company that involve(s) the issuance of new Shares (if any) or transfer of Treasury Shares, shall in aggregate not exceeding 10% of the total number of Shares in issue as at the date of AGM (excluding any Treasury Shares).

The Company may use Treasury Shares, if any, to grant Share Options under the Share Option Scheme.

Eligible Participants

Eligible Participants include the directors and employees of the Company or any of its subsidiaries (including persons who are granted Share Options under the New Share Option Scheme as an inducement to enter into employment contracts with these companies). For the avoidance of doubt, the Eligible Participants do not include the Service Providers and the Related Entity Participants.

In determining the basis of eligibility of each Eligible Participant, the Board would mainly take into account individual performance, time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, or where appropriate, contribution to the revenue, profits or business development of the Group by the Eligible Participant and/or the potential support and contributions the Eligible Participant is likely to be able to give or make towards the success of the Group in the future.

As at the Latest Practicable Date, the Company has not formulated any concrete plan or intention to grant any Share Option to the INED under the New Share Option Scheme. However, having considered that (i) equity-based remuneration continues to be an important means of ensuring alignment between the interests of Shareholders and all Board members, including the INED and (ii) INED may provide crucial contributions to the Group's development and business in providing valuable insight and advices to the Company with their deep industry knowledge and professional background, the Board

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LETTER FROM THE BOARD

believes the inclusion of INED as Eligible Participants and the flexibility to grant Share Options to the INED in addition to cash-based incentives will allow the Company to keep its remuneration package competitive in order to attract and retain talents.

The Board will be mindful of the recommended best practice E.1.9 of the corporate governance code set out in Appendix C1 to the Listing Rules which recommends that issuers should generally not grant equity-based remuneration with performance-related elements to INED when considering any future grants of Share Options to the INED.

Vesting period

The vesting period for Share Options under the New Share Option Scheme shall, in principle, not be less than twelve (12) months. To ensure the practicability in fully attaining the purpose of the New Share Option Scheme, the Board and the Remuneration Committee are of the view that (a) there are certain instances where a strict twelve (12)-month vesting requirement would not work or would not be fair to the Eligible Participants, which are those set out in paragraph 7.2 of Appendix III to this circular, which are exhaustive; (b) there is a need for the Company to retain flexibility to reward exceptional performers with accelerated vesting or in exceptional circumstances where justified; and (c) the Company should be allowed discretion to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition, and thus should have flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances.

Hence, the Board and the Remuneration Committee are of the view that the shorter vesting period prescribed in paragraph 7.2 of Appendix III to this circular is in line with the market practice and is appropriate and aligns with the purpose of the New Share Option Scheme.

Performance targets and clawback mechanism

The rules of the New Share Option Scheme will not prescribe specific performance targets that must be met before a Share Option can be exercised. However, the rules of the New Share Option Scheme will give the Board discretion to impose specific performance targets on the Share Options. The Directors consider that it may not always be appropriate to impose specific performance targets particularly when the purpose of granting the Share Options is to retain, remunerate or compensate Eligible Participants. The Directors consider it more beneficial to the Company to retain the flexibility to determine whether specific performance targets are appropriate in light of the particular circumstances of each grant.

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LETTER FROM THE BOARD

If the Board considers performance targets are required, the Board will have regard to the purpose of the New Share Option Scheme in assessing such performance targets with reference to factors including but not limited to, as and when appropriate:

(a) any measurable performance benchmark, including financial and management targets, which the Board considers relevant to the grantee, such as key performance indicators of respective department(s) and/or business unit(s) that the grantee belongs, individual position, annual appraisal result and performance of the grantee determined under the Company's employee performance evaluation system;

(b) the grantee's fulfilment of milestones with respect to, including but not limited to, business development of the Group;

(c) annual results of the Company, annual growth on the revenue of the Group as compared to the immediately preceding financial year and performance of the Group; and/or

(d) any other performance targets as the Board determines as appropriate,

the satisfaction of which shall be assessed and determined by the Board in accordance with the agreed targets as set out in the offer document of the Share Options. The rules of the New Share Option Scheme have also set out clawback mechanisms. In the event of:

(a) an Option Holder is involved in (i) falsification of performance results, (ii) acceptance or solicitation of bribery, (iii) corruption, (iv) theft, (v) intentional leakage of trade and technical secrets, (vi) other unlawful acts or misconducts which prejudiced the interest or reputation of the Company, or result in the sanction by the Stock Exchange and/or other regulatory authorities or conviction by any court of competent jurisdictions of any criminal offence against the Group and/or the Option Holders; or

(b) the failure of the Option Holder to comply with the Company's internal policy and/or his employment agreement which result in serious loss in the assets or business of the Company and other serious and adverse consequence,

the Board and Remuneration Committee may resolve to claw back the Share Options granted to the Option Holder, provided that the Option Holder should be offered an opportunity to be heard by the Board and the Remuneration Committee before the decision to claw back the Share Options is made.

Basis of Determination of the Exercise Price

Eligible Participants to whom Share Options shall be granted, are entitled to subscribe for the number of Shares at the Exercise Price as determined by the Board in its discretion on the Offer Date but in any event the Exercise Price shall be at least the highest of (i) the official closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Offer Date; (ii) the average of the official closing price of

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LETTER FROM THE BOARD

the Shares as stated in the daily quotations sheets of the Stock Exchange for the five (5) trading days immediately preceding the Offer Date; and (iii) the nominal value of the Shares on the Offer Date. The basis for determining the Exercise Price is also specified in the New Share Option Scheme. The Directors consider that such basis will serve to preserve the value of the Company and encourage the Eligible Participants to acquire proprietary interests in the Company.

Compliance with applicable requirements

All grants of Share Options and the issue of the Shares and transfer of Treasury Shares upon exercise of any Share Option shall be subject to the requirements and restrictions under, and to the extent permitted by, the applicable laws, the Listing Rules, other regulations and the Articles of Association.

Value of the Share Options

The Directors consider that it is not appropriate and impractical to state the value of all the Share Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date, given that various factors (such as the Exercise Price and other terms and conditions to which a Share Option may be subject) crucial for valuation cannot be predicted or ascertained at this stage and may vary from case to case. The Directors believe that any calculation of the value of the Share Options as at the Latest Practicable Date based on assumptions would be speculative, not meaningful to, and may be misleading to the Shareholders.

No material interest

As at the Latest Practicable Date, the Company did not have any plan to grant Share Options to any of the director, chief executive or substantial shareholder of the Company, or any of their respective associates pursuant to the New Share Option Scheme.

None of the Directors is a trustee of the New Share Option Scheme or has any direct or indirect interest in the trustees of the New Share Option Scheme, if any. As at the Latest Practicable Date, the Company has no other share schemes other than the 2015 Share Option Scheme. To the best knowledge of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the proposed adoption of the New Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto.

The Board has sought advice from its Hong Kong legal advisers and understands the adoption of the New Share Option Scheme does not constitute an offer of shares or debentures under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32 of the Laws of Hong Kong) ("Companies (WUMP) Ordinance") and therefore the prospectus requirements under Companies (WUMP) Ordinance are not applicable to the adoption of the New Share Option Scheme. The Company will continue to observe the requirements under Companies (WUMP) Ordinance and ensure any grant of Share

13 -

LETTER FROM THE BOARD

Options under the New Share Option Scheme does not constitute an offer of shares or debentures under Companies (WUMP) Ordinance or will qualify under the exemption thereof.

6. AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held on Friday, 22 August 2025 is set out on pages 34 to 39 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Repurchase Mandate, the extension of the Issuance Mandate by the addition thereto of the aggregate number of Shares repurchased pursuant to the Repurchase Mandate, the re-election of the retiring Directors and the proposed adoption of the New Share Option Scheme.

To the extent that the Company is aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting in respect of the ordinary resolutions to be proposed at the AGM.

A form of proxy for use at the AGM is enclosed with this circular. You are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof, whether or not you are able to attend at the AGM in person. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy will be deemed to be revoked.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

8. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the members to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 19 August 2025 to Friday, 22 August 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company on Friday, 22 August 2025 (i.e. the record date) will be entitled to attend and vote at the AGM. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 18 August 2025.

14 -

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the granting and extension of the Issuance Mandate, the granting of the Repurchase Mandate, the re-election of retiring Directors and the proposed adoption of the New Share Option Scheme are in the best interests of the Company, the Group and the Shareholders as a whole and are fair and reasonable. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

10. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

11. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the New Share Option Scheme will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chinaintech464.com) for a period of 14 days from the date of this circular (both dates inclusive).

12. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement of the Repurchase Mandate), Appendix II (Details of Directors Proposed for Re-election) and Appendix III (Summary of Principal Terms of the New Share Option Scheme) to this circular.

Yours faithfully

For and on behalf of

CHINA IN-TECH LIMITED

Zhang Huijun

Chairman

APPENDIX I

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This is the explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

STOCK EXCHANGE RULES FOR REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, amongst which it is provided that all proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by Shareholders by an ordinary resolution, either by way of a general mandate, or by a special mandate in relation to specific transactions.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 639,154,000 Shares. Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further securities of the Company are issued and no further Shares are repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 63,915,400 Shares (representing 10% of the Shares in issue (excluding any Treasury Shares) as at the date of granting of the Repurchase Mandate).

REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company the flexibility to do so when appropriate.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands, the Listing Rules and/or any other applicable laws. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for such purpose or, subject to the Articles and the laws of the Cayman Islands, out of capital. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the Articles and the laws of the Cayman Islands, out of capital.

16 -

APPENDIX I

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2025 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels, which in the view of the Directors are from time to time appropriate for the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge and belief having made all reasonable enquires, any of their close associates, has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or its subsidiaries nor has he/she undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. EFFECT OF TAKEOVERS CODE

If on the exercise of the powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and insofar the Directors are aware, China Yuen Capital Limited ("China Yuen") held 252,132,500 Shares, representing approximately $39.45\%$ of the issued share capital of the Company. On the basis that no Shares are issued or repurchased prior to the date of the AGM, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the aggregate interests of China Yuen would be increased to approximately $43.83\%$ of the total issued share capital of the Company. However, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

APPENDIX I

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

Save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange, respectively, in each of the previous twelve months were as follows:

Month	Price Per Share
	Highest HK$	Lowest HK$
2024
July	0.33	0.26
August	0.25	0.17
September	0.18	0.12
October	0.40	0.12
November	0.45	0.11
December	0.19	0.13
2025
January	0.95	0.15
February	0.40	0.23
March	0.34	0.20
April	0.39	0.18
May	0.40	0.31
June	0.55	0.33
July (Up to the Latest Practicable Date)	0.67	0.47

APPENDIX I

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

10. TREASURY SHARES

The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares, which may include the Company not (or procure its broker not to) giving any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS.

11. CONFIRMATION OF NO UNUSUAL FEATURES

The Board confirms that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the Listing Rules, stated below are the details of the Directors who will retire and, being eligible, have offered themselves for re-election at the AGM.

Ms. Cai Dongyan

Ms. Cai Dongyan, aged 49, joined the Group in August 2017. Ms. Cai is currently an executive Director, the chief executive officer of the Company and a member of the nomination committee of the Company. Ms. Cai worked at Shanghai Shenmei Beverage and Food Co., Ltd. (上海申美飲料食品有限公司) from July 1998 to December 1999, Motorola Paging Products Company (摩托羅拉尋呼產品公司) from 2000 to 2001, 3M China Limited (3M中國有限公司) from 2001 to 2006 and Minnesota Mining Production (Shanghai) International Trade Co., Ltd (明尼蘇達礦業製造(上海)國際貿易有限公司) from 2009 to 2016. Ms. Cai obtained an undergraduate diploma majoring in hotel management at Shanghai Jiao Tong University in 1998. Ms. Cai is the spouse of Mr. Hao Yiming, one of the directors of China Yuen Capital Limited, the controlling Shareholder of the Company.

Save as disclosed above, Ms. Cai did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Ms. Cai did not have any interests in the Shares within the meaning of Part XV of the SFO.

Ms. Cai does not have any relationship with any Director, senior management or substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Ms. Cai has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a service agreement with Ms. Cai with effect from 16 January 2020 for a term of three years and renewable automatically for successive terms of three years each upon expiry of the then current term of appointment until terminated by either party giving not less than three months' written notice to the other. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. With effect from 1 March 2020, Ms. Cai is entitled to a director's remuneration of HK$180,000 per annum. The emoluments of Ms. Cai are determined on the basis of her role in the Group, the extent of her responsibilities, experience, performance and prevailing market rates.

20 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Hu Zhigang

Mr. Hu Zhigang, aged 75, joined the Group in April 2020. Mr. Hu is currently an independent non-executive Director, the chairman of the remuneration committee and nomination committee of the Company and a member of the audit committee of the Company. Mr. Hu graduated from Nanjing Normal University with a bachelor's degree in economic management. He also obtained a degree of master of public administration from University of Canberra in Australia. He served as the vice president of China Real Estate Association, the deputy director and the director of Nanjing Real Estate Administration, the deputy secretary of Nanjing Real Estate Administration Committee and the deputy director and member of working committee of Nanjing Xianlin University Town Management Committee. He has more than 30 years of extensive experience in real estate market management in the PRC.

Save as disclosed above, Mr. Hu did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Hu did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Hu does not have any relationship with any Director, senior management or substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Mr. Hu has confirmed that save as disclosed above, no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a letter of appointment with Mr. Hu with effect from 24 April 2020 for a term of three years and renewable automatically for successive terms of three years each upon expiry of the then current term of appointment until terminated by either party giving not less than three months' written notice to the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. He is entitled to a director's remuneration of HK$96,000 per annum. The emoluments of Mr. Hu are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and the prevailing market rates.

For identification purpose only

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme. It does not form part of, nor is it intended to be part of the New Share Option Scheme and it should not be taken as affecting the interpretation of the New Share Option Scheme. The Directors reserve the right at any time prior to the AGM to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material aspects with the summary in this Appendix III.

PURPOSE OF THE NEW SHARE OPTION SCHEME

ELIGIBLE PARTICIPANTS OF THE NEW SHARE OPTION SCHEME AND THE BASIS OF DETERMINING ELIGIBILITY OF ELIGIBLE PARTICIPANTS

In determining the basis of eligibility of each Eligible Participant, the Board will mainly take into account of the experience of the Eligible Participant on the Group's businesses, the length of service of the Eligible Participant with the Group, the individual performance, time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, or where appropriate, contribution to the revenue, profits or business development of the Group by the Eligible Participant and/or the potential support and contributions the Eligible Participant is likely to be able to give or make towards the success of the Group in the future.

MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

3.1 The total number of Shares and Treasury Shares which may be issued/transferred upon the exercise of all Share Options to be granted under the New Share Option Scheme and all options, awards or securities to be granted under any other share scheme(s) of the Company (the "Other Schemes") shall not in aggregate exceed 10% of the total number of Shares in issue on the date of AGM (excluding any Treasury Shares) (the "General Scheme Limit") unless the Company obtains an approval from the Shareholders pursuant to paragraph 3.2 below. Options, awards or securities lapsed in accordance with the terms of the New Share Option Scheme or Other Schemes shall not be counted for the purposes of calculating whether the General Scheme Limit has been exceeded.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

3.2 Subject to paragraph 3.4 below, the Company may seek approval of the Shareholders in the general meeting for refreshing the General Scheme Limit set out in paragraph 3.1 above under the New Share Option Scheme after three (3) years from the date of approval by the Shareholders for the adoption of the New Share Option Scheme or the last refreshment.

3.3 Any refreshment within three (3)-year period from the date of approval by the Shareholders of the adoption of the New Share Option Scheme or the last refreshment must be approved by Shareholders provided that:

(i) any controlling shareholders and their associates (or if there is no controlling shareholder, Directors (excluding INEDs) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

(ii) the Company must comply with the requirements under Rules 13.39(6), 13.39(7), 13.40, 13.41 and 13.42 of the Listing Rules (or the successor provisions then prevailing).

3.4 The requirements under paragraphs 3.3(i) and (ii) above do not apply if the refreshment is made immediately after an issue of securities by the Company to the Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the General Scheme Limit (as a percentage of the total number of Shares in issue) upon refreshment is the same as the unused part of the General Scheme Limit immediately before the issue of securities (rounded to the nearest whole Share).

3.5 The Company may seek separate approval by the Shareholders in its general meeting for granting Share Options beyond the General Scheme Limit provided the Share Options in excess of the General Scheme Limit are granted only to the Eligible Participants specifically identified by the Company before such approval is sought. In such a case, the Company shall issue to the Shareholders a circular containing the name of each specified Eligible Participant who may be granted such Share Options, the number and terms of the Share Options to be granted to each Eligible Participant with an explanation as to how the terms of the Share Options serve such purpose and all such information as may be required under the Listing Rules. The number and terms of Share Options to be granted to such Eligible Participants must be fixed before approval by the Shareholders. In respect of any Share Options to be granted, the date of Board meeting for proposing such grant should be taken as the date of grant for the purpose of calculating the Exercise Price.

23 -

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

4. MAXIMUM ENTITLEMENT OF SHARES OF EACH ELIGIBLE PARTICIPANT

Subject to paragraph 22 below, the total number of Shares and Treasury Shares issued/transferred and to be issued/transferred upon exercise of the Share Options granted under the New Share Option Scheme and the options, awards or securities granted under Other Schemes to each Eligible Participant (including exercised and outstanding options, awards or securities but excluding any options, awards or securities lapsed in accordance with the terms of such schemes) in any twelve (12)-month period up to the Offer Date shall not exceed 1% of the number of the total issued Shares as at the Offer Date (excluding Treasury Shares) (the "Individual Limit"). For the avoidance of doubt, unless expressly stated otherwise, the date (which must be a Business Day) on which the Company formally makes an offer in writing to the Eligible Participant, but not the date on which the date of the meetings of the Board or the remuneration committee approving such grant, shall be taken as the Offer Date. Where it is proposed that any offer is to be made to an Eligible Participant (or where approximate, an existing grantee) which would result in the Shares and Treasury Shares issued/transferred and to be issued/transferred upon exercise of all options, awards or securities granted and to be granted to such person (including exercised, cancelled and outstanding options, awards or securities) in the twelve (12)-month period up to and including the relevant Offer Date to exceed his, her or its Individual Limit, such offer and any acceptance thereof must be conditional upon approval by the Shareholders in the general meeting with such Eligible Participant (or where appropriate, an existing grantee) and his, her or its close associates (or associates of the Eligible Participant is a connected person) abstaining from voting. In respect of any Share Options to be granted, the date of Board meeting for proposing such grant which triggers the requirements of Shareholders' approval should be taken as the date of grant for the purpose of calculating the Exercise Price. The Company must send a circular to the Shareholders in accordance with the Listing Rules.

5. ACCEPTANCE OF SHARE OPTION

Offers to grant a Share Option shall be open for acceptance in writing. Such acceptance must be received by the Company within such time as may be specified in the Offer (which shall not be later than fourteen (14) days from the Offer Date). An offer shall be deemed to have been accepted on the date when the duplicate offer document comprising acceptance of the offer is duly signed by the Eligible Participant with the number of Shares in respect of which the offer is accepted clearly stated therein together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof. Such consideration shall not be refundable.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

6. PERIOD WITHIN WHICH THE SHARE OPTION MAY BE EXERCISED

Save as provided in paragraphs 7, 10 to 12 below, Share Options for the time being outstanding may be exercised in whole or in part at any time during the Option Period. In order for the exercise of a Share Option to be effective, the Company must, prior to the expiry of the Option Period, have received: (i) a written notice from the Option Holder to exercise the Share Option, signed by or on behalf of the Option Holder and specifying the number of Shares in respect of which the Share Option is intended to be exercised; and (ii) payment in full of the Exercise Price.

7. VESTING PERIOD OF SHARE OPTION

7.1 Save for the circumstances prescribed in paragraph 7.2 below, the vesting period of a Share Option shall not be shorter than twelve (12) months from the date of acceptance of the Offer before the Share Option can be exercised.

7.2 A shorter vesting period may be granted to the Eligible Participants at the discretion of the Board or the Remuneration Committee in any of the following circumstances:

(i) grants of “make-whole” Share Options to new joiners to replace the share awards or options they forfeited when leaving the previous employer;

(ii) grants that are made in batches during a year for administrative and compliance reasons, which include Share Options that should have been granted earlier if not for such administrative or compliance reasons but had to wait for subsequent batch. In such case, the vesting period may be shorter to reflect the time from which the Share Option would have been granted;

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

(iv) grants with performance-based vesting conditions in lieu of time-based vesting criteria, each of which are considered appropriate to provide flexibility to grant Share Options.

The above circumstances are exhaustive.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

8. EXERCISE PRICE

The Exercise Price shall be determined on the Offer Date at the discretion of the Directors and it shall not be less than the highest of (i) the official closing price of the Shares as stated on the Stock Exchange's daily quotations sheet on the Offer Date, which must be a trading day; (ii) the average of the official closing prices of the Shares as stated on the Stock Exchange's daily quotations sheets for the five (5) Business Days immediately preceding the Offer Date; and (iii) the nominal value of the Shares on the Offer Date, provided that the Exercise Price shall be subject to adjustment in accordance with the provisions of paragraph 16 below. For the avoidance of doubt, unless expressly stated otherwise, the date (which must be a Business Day) on which the Company formally makes an offer in writing to the Eligible Participant, but not the date on which the date of the meetings of the Board or the remuneration committee approving such grant, shall be taken as the Offer Date.

9. RESTRICTION ON THE TIME OF GRANT OF SHARE OPTIONS

No offer of a Share Option shall be made and no Share Option shall be granted to any Eligible Participant after inside information has come to the knowledge of the Company until such inside information has been publicly announced in accordance with the Listing Rules or during any period of time which is prohibited from any such offer and/or grant under the Listing Rules or any applicable law. In particular, no Share Option shall be granted during the period commencing 30 days immediately preceding the earlier of (i) the date of the Board meeting (such date as first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company's results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) and (ii) the deadline for the Company to announce its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement. The period during which no Share Option may be granted will cover any period of delay in the publication of a results announcement.

10. RIGHTS ON WINDING UP

If notice is given of a general meeting of the Company at which a resolution will be proposed for the voluntary winding-up of the Company, each Option Holder shall be entitled, at any time not later than two (2) business days prior to the proposed resolution is to be considered and/or passed, to exercise, in whole or in part, his outstanding Share Options to the extent which has already become exercisable. For the avoidance of doubt, those outstanding Share Options which are still within the vesting period (regardless of whether such vesting period is 12 months or not) and not yet become exercisable, shall lapse and determine. Subject to thereto, all Share Options then outstanding shall lapse and determine on the commencement of the winding-up.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

11. RIGHTS ON A GENERAL OFFER OR SCHEME OF ARRANGEMENT

If, in consequence of any general offer or a scheme of arrangement is made to all Shareholders (other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror), each Option Holder shall be entitled to exercise, in whole or in part, his outstanding Share Options to the extent which has already become exercisable, at any time within 14 days after the date on which such general offer becomes or is declared unconditional. For the avoidance of doubt, those outstanding Share Options which are still within the vesting period (regardless of whether such vesting period is 12 months or not) and not yet become exercisable on the date on which such general offer becomes or is declared unconditional, shall lapse and determine.

12. RIGHTS ON CEASING EMPLOYMENT, DEATH/DISABILITY OR DISMISSAL

(i) In the event the Eligible Participant ceases to be an Eligible Participant by reason of death, ill-health, resignation or retirement before exercising the Share Options in full and none of the events which would be a ground for termination of the Eligible Participant's employment, directorship, office, appointment or engagement, the Eligible Participant or his or her legal personal representative(s) shall be entitled, within a period of thirty (30) days from the date of cessation of being an Eligible Participant, to exercise, in whole or in part, the outstanding Share Options to the extent which has already become exercisable. For the avoidance of doubt, those outstanding Share Options which are still within the vesting period (regardless of whether such vesting period is 12 months or not) and not yet become exercisable on the date of cessation, shall lapse and determine.

(ii) In the event that the Eligible Participant ceases to be an Eligible Participant by reason of the termination of his or her employment, directorship, office, appointment or engagement on the grounds that he or she has been guilty of persistent or serious misconduct, or has been in breach of material term of the relevant employment contract or service contract, or has become bankrupt or insolvent, or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty, then all his outstanding Share Options shall lapse and determine on the date of cessation or termination, provided always that in each case the Directors in their absolute discretion may decide that such Share Options or any part thereof shall not so lapse or determine subject to such conditions or limitations as they may decide.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

13. RIGHTS ON RECONSTRUCTION OR AMALGAMATION

If a compromise or arrangement between the Company and its shareholders and/or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies pursuant to the Companies Act, each Option Holder shall be entitled, at any time prior to 12 noon (Hong Kong time) on the Business Day immediately preceding the date of the general meeting directed to be convened by the relevant court for the purposes of considering such compromise or arrangement, to exercise his outstanding Share Options, to the extent which has already become exercisable, in whole or in part. For the avoidance of doubt, those outstanding Share Options which are still within the vesting period (regardless of whether such vesting period is 12 months or not) and not yet become exercisable, shall lapse and determine. Subject to thereto, all Share Options then outstanding shall lapse and determine with effect from the date of such meeting.

14. DURATION OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme will remain in force for a period of ten (10) years commencing on the Adoption Date (the "Scheme Period").

15. LAPSE OF SHARE OPTION

A Share Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

15.1 the Expiry Date of the relevant Share Option;
15.2 the expiry of any of the periods referred to in paragraphs 10, 11, 12 and 13 above;
15.3 the date on which the scheme of arrangement of the Company referred to in paragraph 11 above becomes effective;
15.4 the date on which the Option Holder ceases to be an Eligible Participant by reason of the termination of his relationship with the Group on any one or more of the grounds that he has been guilty of serious misconduct or has been convicted of any criminal offence involving his integrity or honesty or in relation to an employee of the Group (if so determined by the Board) on any other ground on which an employer would be entitled to unilaterally terminate his employment or service at common law or pursuant to any applicable laws or under the Option Holder's service contract with the Company or the relevant subsidiary of the Group;
15.5 the date that is thirty (30) days after the date on which the Option Holder is terminated by the Group on a ground other than those set forth in paragraph 15.4 above;

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

15.6 the date on which the Board shall exercise the Company’s right to cancel the Share Option at any time after the Option Holder commits a breach of paragraph 19 below or the Share Options are cancelled in accordance with paragraph 17 below; and

15.7 the occurrence of such event or expiry of such period as may have been specifically provided for in the offer document of the Share Option, such as the failure of the Option Holders to achieve the specific performance targets.

16. ADJUSTMENT

In the event of any alteration in the capital structure of the Company which arises or may arise immediately following the commencement of the Scheme Period from any capitalization issue, rights issue, sub-division or consolidation of shares or reduction of capital which the Board considers an adjustment necessary under this paragraph 16, the Exercise Price and/or the number of Shares or any Share Option(s) relates pursuant to the New Share Option Scheme may be adjusted in such manner as the Directors (having received a statement in writing from the independent financial adviser of the Company, that in their opinion the adjustments proposed are appropriate, fair and reasonable and at the same time satisfy the requirements of the Listing Rules) may deem appropriate, provided that any such adjustment shall give the Option Holder the same proportion of the issued Shares, rounded to the nearest whole share, for which the Option Holder was previously entitled and shall be in compliance with the Listing Rules but no such adjustment may be made to the extent that a Share would be issued at less than its nominal value.

17. CANCELLATION OF SHARE OPTIONS GRANTED

Share Options granted and accepted but not exercised may not be cancelled without the consent of the relevant Option Holder thereof. Any new Share Options (or any other options) issued in replacement of Share Options cancelled may only be issued under the New Share Option Scheme (or the Other Schemes) with available General Scheme Limit approved by the Shareholders as mentioned in paragraph 3 above.

18. TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme before the expiry of the Scheme Period and in such event, no further offer to grant a Share Option shall be made but in all other respects the provisions of the New Share Option Scheme shall remain in force. All Share Options granted and accepted prior to such termination shall continue to be valid and exercisable in accordance with their terms and the terms of the New Share Option Scheme.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

19. TRANSFERABILITY OF SHARE OPTIONS

A Share Option shall be personal to the Option Holder and shall not be transferable or assignable and no Option Holder shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Share Option, unless a waiver is granted by the Stock Exchange, provided that where (i) the Directors give their express consent in writing (which consent may or may not be given by the Directors at their absolute discretion), and (ii) the Stock Exchange gives any express waiver, the Share Option held by an Option Holder may be allowed to be transferred to a vehicle for the benefit of the Option Holder and any family members of such Option Holder (for the purposes of estate planning or tax planning or such other reasons as the Directors and the Stock Exchange consider to be justifiable) that would continue to meet the purpose of the New Share Option Scheme and comply with the requirements of Chapter 17 of the Listing Rules. Any breach of the foregoing shall entitle the Company to cancel any outstanding Share Option or part thereof granted to such Option Holder.

20. ALTERATION OF THE NEW SHARE OPTION SCHEME

20.1 The Directors may from time to time alter such provisions of the New Share Option Scheme as they deem appropriate, so far it is not inconsistent with the New Share Option Scheme and the Listing Rules provided that, except with the prior sanction of the Shareholders in the general meeting, no alteration shall be made to the New Share Option Scheme altering to the advantage of Option Holders (present or future) any of the provisions of the New Share Option Scheme as to the definitions of "Eligible Participants", "Option Period" and "Scheme Period" of the New Share Option Scheme, the terms and conditions of the New Share Option Scheme which are of a material nature and all such other matters set out in Rule 17.03 of the Listing Rules.

20.2 No alteration to the New Share Option Scheme shall be made which would have the effect of adversely affect any of the terms of issue of any Option granted prior to such alteration except with such consent of the majority of the Option Holders as if the Share Options constituted a separate class of share capital and as if such provisions applied mutatis mutandis thereto.

20.3 Alteration to the terms of the Share Options granted to an Eligible Participant must be approved by the Board, the Remuneration Committee, the INEDs and/or Shareholders (as the case may be) if the initial grant of the Share Options was approved by the Board, the Remuneration Committee, the INEDs and/or the Shareholders (as the case may be). This requirement does not apply where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

20.4 Save as otherwise provided in the terms of the New Share Option Scheme, an amendment of a material nature to the New Share Option Scheme may not be made by the Directors, without the prior approval of Shareholders in the general meeting.

20.5 The amended terms of the New Share Option Scheme or the Share Options must still comply with the relevant requirements of the Listing Rules.

20.6 Any change to the authority of the Directors or scheme administrators to alter the terms of the New Share Option Scheme must be approved by the Shareholders in the general meeting.

21. PERFORMANCE TARGETS AND CLAWBACK MECHANISM

Unless otherwise determined by the Directors, an Option Holder is not required to achieve any performance targets before a Share Option is capable of being exercised by the Option Holder. In the event of:

22. GRANT OF SHARE OPTIONS TO CONNECTED PERSONS

22.1 In addition to paragraph 4 above, any grant of Share Options to an Eligible Participant who is a Director, chief executive or substantial shareholder of the Company or their respective associates must be approved by the INEDs (excluding any INED who is a proposed grantee of the relevant Share Options) and shall comply with the requirements of Rule 17.04 of the Listing Rules.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

22.2 Where Share Options are proposed to be granted to an INED or a substantial Shareholder, or any of their respective associates and if such grant would result in the total number of Shares and Treasury Shares issued/transferred and to be issued/transferred in respect of the Share Options granted under the New Share Option Scheme and all options, awards or securities granted under Other Schemes (excluding any options, awards or securities lapsed in accordance with the terms of such schemes) granted to such person in the twelve (12)-month period up to and including the Offer Date to such person representing in aggregate over 0.1% of the relevant class of Shares in issue (excluding Treasury Shares), then the proposed grant must be subject to the approval of the Shareholders taken on a poll in a general meeting. In respect of any Share Options to be granted, the date of Board meeting for proposing such grant which triggers the requirements of Shareholders' approval should be taken as the date of grant for the purpose of calculating the Exercise Price.

22.3 In the circumstances described in paragraph 22.2 above, the Company must send a circular to he Shareholders setting out the details as required under Rule 17.04(5) of the Listing Rules. The relevant Option Holder, his or her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting, The Company must comply with the requirements set out in Rules 13.40, 13.41 and 13.42 of the Listing Rules.

23. CONDITIONS OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall take effect upon satisfaction of the following conditions:

23.1 the passing of the necessary resolutions by the Shareholders in a general meeting to approve and adopt the New Share Option Scheme and to authorise the Board to grant Share Options to subscribe for Shares hereunder and to allot, issue and deal with Shares or to transfer Treasury Shares pursuant to the exercise of any Share Options granted under the New Share Option Scheme; and

23.2 the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued or Treasury Shares to be transferred pursuant to the exercise of Share Options granted under the New Share Option Scheme.

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

24. RANKING OF SHARES AND RIGHTS ATTACHED TO SHARE OPTIONS

The Shares to be allotted or the Treasury Shares to be transferred upon the exercise of a Share Option will be subject to all the provisions of the Articles of Association and will rank pari passu in all respects with and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company as attached to the fully paid Shares in issue on the date of issue and rights in respect of any dividend or other distributions paid or made on or after the date of issue. Shares issued on the exercise of a Share Option shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

An Option Holder shall not have any right to voting, dividend or other rights arising on liquidation of the Company as attached to the fully paid Shares in issue.

33 -

NOTICE OF ANNUAL GENERAL MEETING

In-Tech

中國智能科技有限公司

CHINA IN-TECH LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China In-Tech Limited (the “Company”) will be held at Unit 1702, 17/F, Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong on Friday, 22 August 2025 at 3:00 p.m. (the “AGM”) for the following purposes:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions:

To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Director(s)”) and auditors of the Company (the “Auditors”) for the year ended 31 March 2025.
(a) To re-elect Ms. Cai Dongyan as executive Director.

(b) To re-elect Mr. Hu Zhigang as independent non-executive Director.

To authorize the board (the “Board”) of Directors to fix the remuneration of the Directors.
To re-appoint ZHONGHUI ANDA CPA Limited as the Auditors for the year ending 31 March 2026 and to authorize the Board to fix their remuneration.

5 (A) “THAT

(a) subject to paragraph 5.(A)(c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 5.(A)(d) below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the “Shares”) (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) out of treasury), and to make

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NOTICE OF ANNUAL GENERAL MEETING

or grant offers, agreements and options, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph 5.(A)(a) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of shares/treasury shares of the Company allotted or agreed conditionally or unconditionally to be allotted/transferred (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5.(A)(a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined in paragraph 5.(A)(d) below);

(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;

(iii) an issue of any Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or

(iv) a scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,

shall not exceed 20 per cent of the aggregate number of shares of the Company in issue (excluding any treasury shares) at the date of passing this Resolution and the said approval to the Directors in paragraphs 5.(A)(a) and 5.(A)(b) above shall be limited accordingly;

(d) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting;

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means the allotment, issue or grant of Shares or other securities which would or might require Shares to be allotted and issued pursuant to an offer open for a period fixed by the Directors to the Shareholders and (where appropriate) the holders of other equity securities of the Company entitled to such offer, whose names appear on the register of members and/or (where appropriate) the register of holders of such other securities of the Company on a fixed record date in proportion to their holdings as at that date (subject to such exclusions or other arrangement as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any relevant territory).

(B) "THAT

(a) subject to paragraph 5.(B)(b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 5.(B)(c) below) of all the powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission in Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases and, subject to and in accordance with all applicable laws and/or requirements of the Listing Rules or the listing rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company which may be repurchased by the Company pursuant to paragraph 5.(B)(a) above during the Relevant Period shall not exceed 10 per cent of the aggregate number of shares of the Company in issue (excluding any treasury shares) at the date of passing this Resolution and the said approval granted under paragraph 5.(B)(a) shall be limited accordingly;

"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

conditional upon the passing of Resolutions 5.(A) and 5.(B) as set out in the notice convening this AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with the Shares (including any sale or transfer of treasury shares) pursuant to Resolution 5.(A) above be and is hereby extended by the addition to the aggregate number of shares of the Company of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution 5.(B) above, provided that such amount shall not exceed 10 per cent of the aggregate number of shares of the Company in issue (excluding any treasury shares) at the date of passing this Resolution.”

Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.

“THAT

(a) (i) subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares which may fall to be issued and allotted or treasury shares which may be transferred pursuant to the exercise of any options that may be granted under the share option scheme of the Company (the rules of which are contained in the document marked “A” produced to the AGM and signed by the chairman of the AGM for the purpose of identification) (“New Share Option Scheme”), the New Share Option Scheme be and is hereby approved and adopted and the Directors be and are hereby authorized to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including without limitation:

(i) to administer the New Share Option Scheme under which options will be granted to eligible participants under the New Share Option Scheme to subscribe for Shares;

(ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;

NOTICE OF ANNUAL GENERAL MEETING

(iii) to issue and allot from time to time such number of Shares or to transfer from time to time such number of treasury shares as may be required to be issued/transferred pursuant to the exercise of the options under the New Share Option Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange;

(iv) to make application at the appropriate time or times to the Stock Exchange for the listing of, and permission to deal in any Shares which may thereafter from time to time be issued and allotted or any treasury shares which may be thereafter from time to time be transferred pursuant to the exercise of the options under the New Share Option Scheme; and

(v) to consent, if they deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme;

(b) the General Scheme Limit (as defined in the New Share Option Scheme) on the total number of Shares and treasury shares that may be issued/transferred in respect of all options, awards or securities to be granted to the eligible participants under all the share schemes of the Company (i.e. 10% of the Shares in issue as at the date of passing of this resolution (excluding any treasury shares)) be and is hereby approved and adopted and the Directors be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to effect and implement the General Scheme Limit."

By order of the Board

CHINA IN-TECH LIMITED

Zhang Huijun

Chairman

Hong Kong, 31 July 2025

Registered Office:

Cricket Square,

Hutchins Drive,

P.O. Box 2681,

Grand Cayman, KY1-1111,

Cayman Islands

Principal place of business in Hong Kong:

Unit 506, 5/F,

New World Tower 1,

18 Queen's Road Central,

Central, Hong Kong

38 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.
Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company (“Register of Members”) in respect of such Share shall alone be entitled to vote in respect thereof.
To be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending the AGM or any adjournment thereof and voting in person if he so wishes and in such event, the form of proxy will be deemed to be revoked.
For the purpose of determining the entitlement of the members to attend and vote at the annual general meeting, the register of members of the Company will be closed from Tuesday, 19 August 2025 to Friday, 22 August 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company on Friday, 22 August 2025 (i.e. the record date) will be entitled to attend and vote at the AGM. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 18 August 2025.
In accordance with the articles of association of the Company, Ms. Cai Dongyan and Mr. Hu Zhigang will retire at the AGM and the aforesaid Directors, being eligible, have offered themselves for re-election. Details of the aforesaid Directors have been set out in the circular of the Company dated 31 July 2025.
An explanatory statement containing further details in respect of Resolution 5.(B) is included in the circular of the Company dated 31 July 2025.
Typhoon or black rainstorm warning

Shareholders are requested to telephone the Company’s hotline on (852) 3756 0012 for arrangements of the AGM in the event that a No. 8 (or above) typhoon signal or black rainstorm warning is hoisted on the day of the AGM.

As at the date of this notice, the Board comprises three executive Directors, namely Mr. Zhang Huijun, Ms. Cai Dongyan and Mr. Zhou Li Yang, and three independent non-executive Directors, namely Mr. Hu Zhigang, Mr. Zhang Jiayou and Mr. Ma Yu-heng.

Website: www.chinaintech464.com

39 -

AI assistant

China In-Tech Limited — Proxy Solicitation & Information Statement 2025

49229_rns_2025-07-31_640b03c5-d177-4499-9f8a-bb99a7b339b1.pdf

DEFINITIONS

2. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

3. RE-ELECTION OF DIRECTORS

4. EXPIRY OF 2015 SHARE OPTION SCHEME

5. ADOPTION OF NEW SHARE OPTION SCHEME

Conditions precedent of the New Share Option Scheme

Principal terms of the New Share Option Scheme

Purposes of the New Share Option Scheme

General Scheme Limit

Eligible Participants

Vesting period

Performance targets and clawback mechanism

Basis of Determination of the Exercise Price

Compliance with applicable requirements

Value of the Share Options

No material interest

6. AGM AND PROXY ARRANGEMENT

7. VOTING BY WAY OF POLL

8. CLOSURE OF REGISTER OF MEMBERS

9. RECOMMENDATION

10. RESPONSIBILITY STATEMENT

11. DOCUMENT AVAILABLE FOR INSPECTION

12. GENERAL INFORMATION

5. UNDERTAKING OF THE DIRECTORS

6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

7. EFFECT OF TAKEOVERS CODE

8. SHARES REPURCHASE MADE BY THE COMPANY

9. SHARE PRICES

10. TREASURY SHARES

11. CONFIRMATION OF NO UNUSUAL FEATURES

Mr. Hu Zhigang

4. MAXIMUM ENTITLEMENT OF SHARES OF EACH ELIGIBLE PARTICIPANT

5. ACCEPTANCE OF SHARE OPTION

6. PERIOD WITHIN WHICH THE SHARE OPTION MAY BE EXERCISED

7. VESTING PERIOD OF SHARE OPTION

8. EXERCISE PRICE

9. RESTRICTION ON THE TIME OF GRANT OF SHARE OPTIONS

10. RIGHTS ON WINDING UP

11. RIGHTS ON A GENERAL OFFER OR SCHEME OF ARRANGEMENT

12. RIGHTS ON CEASING EMPLOYMENT, DEATH/DISABILITY OR DISMISSAL

13. RIGHTS ON RECONSTRUCTION OR AMALGAMATION

14. DURATION OF THE NEW SHARE OPTION SCHEME

15. LAPSE OF SHARE OPTION

16. ADJUSTMENT

17. CANCELLATION OF SHARE OPTIONS GRANTED

18. TERMINATION OF THE NEW SHARE OPTION SCHEME

19. TRANSFERABILITY OF SHARE OPTIONS

20. ALTERATION OF THE NEW SHARE OPTION SCHEME

21. PERFORMANCE TARGETS AND CLAWBACK MECHANISM

22. GRANT OF SHARE OPTIONS TO CONNECTED PERSONS

23. CONDITIONS OF THE NEW SHARE OPTION SCHEME

24. RANKING OF SHARES AND RIGHTS ATTACHED TO SHARE OPTIONS

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China In-Tech Limited Proxy Solicitation & Information Statement 2025