CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Share Issue/Capital Change 2021

Aug 20, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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華誼騰訊娛樂有限公司 Huayi Tencent Entertainment Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that the Company has adopted the Scheme on the Adoption Date. The purposes and objectives of the Scheme are to recognise the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group.

LISTING RULES IMPLICATIONS

The Scheme does not constitute a share option scheme pursuant to Chapter 17 of the Listing Rules. No Shareholders’ approval is required to adopt the Scheme.

The grant of Shares to a Director and other connected persons (as defined under the Listing Rules) of the Company will require compliance with Chapter 14A of the Listing Rules.

SUMMARY OF PRINCIPAL TERMS OF THE SCHEME

Effectiveness and duration

The Scheme commences on the Adoption Date and remains valid and effective unless and until being terminated on the earlier of: (i) the 10th anniversary date of the Adoption Date; or (ii) such date of early termination as determined by the Board, provided that such termination shall not affect any subsisting rights of any Selected Grantee.

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Administration

The Scheme shall be subject to the administration of the Board, and the decision of the Board with respect to any matter arising under the Scheme (including the interpretation of any provision) shall be final, conclusive and binding.

Scheme Limit

The maximum number of Shares which may be awarded under the Scheme shall not exceed ten (10) per cent. of the issued share capital of the Company as at the Adoption Date. The maximum number of Shares which may be awarded to any one Selected Grantee in any 12-month period shall not exceed one (1) per cent. of the issued share capital of the Company from time to time.

Operation of the Scheme

Grant of Awarded Shares to Selected Grantees

Subject to the provisions of the Scheme, the Board may from time to time at its absolute discretion select any Eligible Participant (other than any Excluded Participant) for participation in the Scheme as a Selected Grantee, and grant such number of Awarded Shares to any Selected Grantee at no consideration and in such number and on and subject to such terms and conditions as it may in its absolute discretion determine.

The Awarded Shares shall be either:–

• (i) new Shares to be allotted and issued by the Company under the General Mandate or the Specific Mandate;

• (ii) new Shares to be allotted and issued by the Company under the Specific Mandate where (a) any grant of the Awarded Shares would cause the Company to issue and allot Shares in excess of the permitted amount in the General Mandate available from time to time; or (b) any Award is made to a connected person of the Company; or

• (iii) (where applicable and if the Trustee has been appointed) issued Shares acquired by the Trustee from the open market by utilising the Company’s resources provided to the Trustee, subject to the absolute discretion of the Board.

The abovementioned subscription for and/or purchase of the Awarded Shares shall be funded by internal resources of the Company.

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The Board currently proposes to grant all Awards to the Selected Grantees directly, rather than through a Trustee. However, the Board has retained the flexibility under the rules of the Scheme to allow the Company to appoint a Trustee (which should be a third party independent of the Company) in the future to assist the Company with the administration of the Scheme and vesting of the Awards granted. Under the Scheme, to the extent permitted by the applicable laws and by the Listing Rules, the Company may (i) allot and issue Awarded Shares to the Trustee to be held by the Trustee pending the vesting and/or the allotment of such Awarded Shares and which will be used to satisfy the Awards upon vesting; and/or (ii) direct and procure the Trustee to make onmarket purchases of the Shares to satisfy the Awards upon vesting.

If a Trustee is appointed, its role shall be to, among other things, (i) subscribe for new Shares or purchase Shares on market as directed by the Company for the purpose of satisfying the Awards upon vesting; and (ii) hold Shares on trust on behalf of the Selected Grantees until such time as the relevant Awards vest or lapse. In the event an Award granted under the Scheme lapses, is forfeited or deemed to have been waived or given up by the Selected Grantee, any Shares which have been allotted to and/or held by the Trustee to satisfy such Award shall, as determined by the Board in its absolute discretion, (i) be sold by the Trustee with the net proceeds of sale to be remitted to the Company; or (ii) continue to be held by the Trustee for the purpose of fulfilling other Awards.

The Company shall comply with the Articles and the relevant Listing Rules when allotting and issuing any new Shares under General Mandate or Specific Mandate (as applicable from time to time) and application shall be made to the Stock Exchange for the granting of the listing of, and permission to deal in the new Shares to be issued at or prior to the time of the vesting of the Awarded Shares.

Where any grant of Awarded Shares is proposed to be made to any person who is a connected person (or who prior to the relevant Vesting Date has become a connected person) of the Company within the meaning of the Listing Rules, the Company shall comply with such provisions of the Listing Rules as may be applicable, including any reporting, announcement and/or Shareholders’ approval requirements, unless otherwise exempted under the Listing Rules.

Where any grant of Awarded Shares is proposed to be made to any Selected Grantee who is a Director (including an executive director, a non-executive and an independent non-executive Director), such grant must first be approved by all the members of the remuneration committee of the Company, or in the case where the grant is proposed to be made to any member of the remuneration committee, by all of the other members of the remuneration committee.

Vesting and lapse

Subject to the Scheme and the fulfilment of all vesting conditions to the vesting of the Awarded Shares on such Selected Grantee, the respective Awarded Shares shall vest in such Selected Grantee.

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Subject to the Scheme, in the event that prior to or on the Vesting Date or the Allotment Date(s) (if so specified in the vesting notice), a Selected Grantee ceases to be or is deemed to cease to be an Eligible Participant or is found to be an Excluded Participant, the relevant Award made to such Selected Grantee shall, unless otherwise determined by the Board in its absolute discretion, lapse and automatically be forfeited or otherwise deemed to have been waived or given up by the Selected Grantee forthwith, and the relevant Awarded Shares shall not vest on the relevant Vesting Date or shall not be allotted on the relevant Allotment Date(s).

Subject to the Scheme, a person shall be treated as having ceased to be an Eligible Participant if (including but not limited to):

• (i) such person has committed any act of fraud, dishonesty or serious misconduct;

• (ii) such person has been declared or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his debts as they fall due or has entered into any arrangement or composition with his creditors generally or an administrator has taken possession of any of his assets;

• (iii) such person has been convicted of any criminal offence;

• (iv) such person has been convicted of or is being held liable for any offence under or any breach of the SFO or other securities laws or regulations in Hong Kong or any other applicable laws or regulations in force from time to time;

• (v) the company by which such person is employed or of which such person is a director or chief executive (a) ceases to be a member of the Group (or if such person is employed in or appointed as a director or chief executive of more than one company within the Group, all such companies cease to be members of the Group); or (b) ceases to be an Associated Company;

• (vi) where such person ceases to be a supplier, agent, customer, distributor, business associate or partner, professional or other adviser of, or consultant or contractor to, any member of the Group or any Associated Company after a notice of termination has been served by the relevant member of the Group or Associated Company, or that relevant member of the Group or Associated Company ceases to be a member of the Group or an Associated Company; or

• (vii) such person is in breach of the Scheme or has done or failed to take any action or execute any document which the Board, in its absolute discretion, determines to be a breach of any provision of the Scheme.

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Assignment

Prior to the Vesting Date, any Award made under the Scheme shall be personal to the Selected Grantee to whom it is made and shall not be assignable and no Selected Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares referable to him pursuant to such Award.

Rights of the Selected Grantees

A Selected Grantee shall not have any interest or rights (including the right to receive dividends) in the Awarded Shares prior to the allotment or transfer of the Awarded Shares.

Restrictions under the Scheme

No Award shall be made by the Board under the Scheme where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time. Without limiting the generality of the foregoing, no such instruction is to be given and no such grant is to be made:

• (i) after an event involving inside information in relation to affairs or securities of the Company has occurred or a matter involving inside information in relation to the securities of the Company has been the subject of a decision, until such inside information has been publicly announced in accordance with the application laws and the Listing Rules;

• (ii) during the black-out periods applicable for the publication of annual or interim results of the Company as prescribed under the Listing Rules; or

• (iii) in any circumstance which is prohibited under the Listing Rules, the SFO or any other law or regulation or where any requisite approval from any governmental or regulatory authority has not been granted.

Consolidation and Subdivision

In the event the Company undertakes a subdivision or consolidation of the Shares, such Selected Grantee shall be entitled to those Awarded Shares as so subdivided or consolidated and the Board shall as soon as reasonably practicable after such subdivision or consolidation has been effected, notify each such Selected Grantee of the number of Awarded Shares that he or she has become entitled to on vesting after such subdivision or consolidation (as the case may be). All fractional shares arising out of such subdivision or consolidation in respect of the Awarded Shares shall not be issued or allotted to the relevant Selected Grantee.

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Alteration of the Scheme

The Scheme may be amended in any respect by a resolution of the Board provided that no such amendment shall operate to affect materially and adversely any subsisting rights of any Selected Grantee under the Scheme which have arisen prior to the date of the amendment.

Written notice of any amendment to the Scheme shall be given to all Selected Grantees.

Termination of the Scheme

Upon termination of the Scheme, (i) no further grant of Awarded Shares may be made under the Scheme; and (ii) all Awarded Shares of the Selected Grantees granted under the Scheme shall become vested in the Selected Grantees according to the conditions of the Awards, subject to the receipt by the Board or the Trustee (where applicable and if the Trustee has been appointed) of any prescribed subscription and/or transfer documents (where applicable and as may be required by the Board or the Trustee) and duly executed by the Selected Grantee.

DEFINITION

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

“Adoption Date”	20 August 2021, being the date on which the Scheme is
	adopted by the Company
“Allotment Date(s)”	the allotment date(s) as specified in the vesting notice
“Articles”	the articles of association of the Company as amended from
	time to time
“Associated Company”	an associated company of the Group
“Award”	an award of Shares granted under the Scheme by the Board
	to a Selected Grantee
“Awarded Share(s)”	in respect of a Selected Grantee, such number of Shares as
	awarded by the Board
“Board”	the board of directors of the Company

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“Company”

“Director(s)”

“Eligible Participant(s)”

Huayi Tencent Entertainment Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 419)

the director(s) of the Company

• (a) any part-time or full-time employee or officer of any member of the Group or of any Associated Company;

• (b) any supplier, agent, customer, distributor, business associate or partner, professional or other adviser of, or consultant or contractor to, any member of the Group or any Associated Company;

• (c) the chief executive or any director (including executive, non-executive or independent non-executive directors) of any member of the Group or of any Associated Company; or

• (d) any shareholder of any member of the Group or of any Associated Company who, in the opinion of the Board, has made or will make contributions which are or may be beneficial to the Group as a whole, to be determined absolutely by the Board

“Excluded Participant”

“General Mandate”

• any Eligible Participant who is resident in a place where the award of the Awarded Shares and/or the vesting and the issuance, allotment or transfer of the Awarded Shares pursuant to the terms of the Scheme is not permitted under the laws or regulations of such place or where in the view of the Board, compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such Eligible Participant

the general mandate granted or to be granted by the Shareholders to the Directors at a general meeting of the Company from time to time to exercise the power of the Company to allot and issue Shares

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“Group”	the Company and its Subsidiaries from time to time, and
	“member of the Group” means any or a specific one of
	them
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Scheme”	the share award scheme adopted by the Company on the
	Adoption Date, in its present form or as amended from time
	to time in accordance with the provisions thereof
“Selected Grantee(s)”	Eligible Participant(s) selected by the Board for participation
	in the Scheme
“SFO”	the Securities and Futures Ordinance (Cap. 571 of the Laws
	of Hong Kong)
“Shares”	ordinary shares of HK$0.02 each in the capital of the
	Company (or of such other nominal amount as shall result
	from a sub-division, consolidation, reclassification or
	reconstruction of the share capital of the Company from
	time to time)
“Shareholders”	the shareholders of the Company
“Specific Mandate”	a specific mandate granted or to be granted by the
	Shareholders to the Directors at a general meeting of the
	Company from time to time to exercise the power of the
	Company to allot and issue Shares to satisfy any Award
	which may be granted under the Scheme
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning given under section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere

“Trust” the trust to be constituted by the trust deed in relation to the Scheme to be agreed and entered into between the Company and the Trustee (as restated, supplemented and amended from time to time) “Trustee” a professional trustee which the Company may appoint to assist with the administration of the Scheme and the vesting of Awards granted “Vesting Date” in respect of a Selected Grantee, the date on which his

in respect of a Selected Grantee, the date on which his entitlement to the Awarded Shares is vested in such Selected Grantee in accordance with the Scheme

By Order of the Board Huayi Tencent Entertainment Company Limited HAU Wai Man, Raymond Company Secretary

Hong Kong, 20 August 2021

As at the date of this announcement, the Board comprises:

Executive directors: Mr. CHENG Wu (Vice Chairman), Mr. YUEN Hoi Po (Chief Executive Officer) Independent non-executive directors: Dr. WONG Yau Kar David, GBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo

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