Computer And Technologies Holdings Limited

(科聯系統集團有限公司)
(Incorporated in Bermuda with limited liability)

SHARE AWARD SCHEME

(Adopted by a resolution of the shareholders of the Company on [17 June 2026])

Page

DEFINITIONS...1
CONDITIONS...4
PURPOSE, DURATION AND ADMINISTRATION...5
OFFER AND ACCEPTANCE...7
PURCHASE PRICE...9
VESTING AND SETTLEMENT OF AWARDS...9
PERFORMANCE TARGET(S)...13
CLAWBACK MECHANISM...14
SCHEME MANDATE LIMIT AND ADDITIONAL APPROVALS...15
REORGANISATION OF CAPITAL STRUCTURE...18
VOTING OF UNVESTED SHARES...19
CANCELLATION OF AWARDS...19
SHARE CAPITAL...20
ALTERATION OF THIS SCHEME...20
TERMINATION...20
MISCELLANEOUS...21
GOVERNING LAW...23

DEFINITIONS

1.1 In this Scheme, the following expressions shall have the following meanings:

“Actual Sale Proceeds” the proceeds from the sale of the Award Shares net of stamp duty, brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable levies and costs;

“Adoption Date” [17 June 2026], being the date of fulfillment of the condition contained in paragraph 2;

“associate” has the meaning as defined in the Listing Rules;

“Auditors” the auditors of the Company for the time being;

“Award” an award granted under this Scheme;

“Award Shares” new or existing Shares underlying an Award, including treasury shares of the Company that are transferred out of treasury by the Company;

“Board” the board of directors of the Company for the time being or a duly authorised committee thereof;

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

“Bye-laws” the bye-laws of the Company as amended, supplemented or modified from time to time;

“close associate” has the meaning as defined in the Listing Rules;

“Company” Computer And Technologies Holdings Limited, a company incorporated in Bermuda with limited liability;

“connected person” has the meaning as defined in the Listing Rules;

“core connected person” has the meaning as defined in the Listing Rules;

“Directors” the directors of the Company for the time being;

"Eligible Participant(s)"
Employee(s); however, no individual who is resident in a place where the grant, acceptance or vesting of an Award pursuant to this Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board, compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such individual, shall be entitled to participate in this Scheme and such individual shall therefore be excluded from the scope of Eligible Participants;

"Employee(s)"
the directors and employees (whether full-time, part-time or other employment arrangement) of any member of the Group (including persons who are granted Awards under this Scheme as inducement to enter into employment contracts with any member of the Group);

"Grantee"
any Eligible Participant who accepts the Offer in accordance with the terms of this Scheme or (where the context so permits and as referred in paragraph 6.5(1)) his Personal Representative;

"Group"
the Company and its subsidiaries from time to time;

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong for the time being;

"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 as may be amended, supplemented or otherwise modified from time to time;

"Minimum Period"
with respect to an Award, the period commences on the Offer Date and ending on the day immediately prior to the expiry of the 12-month period thereof;

"Offer"
an offer to an Eligible Participant for the grant of an Award;

"Offer Date"
the date on which an Offer is made to an Eligible Participant;

"Offer Letter"
has the meaning as defined in paragraph 4.3;

"Personal Representative"
with respect to an Eligible Participant or a Grantee, the person who has the authority to deal with the relevant Eligible Participant’s or Grantee’s estate in accordance with the laws of succession applicable in respect of the death of the relevant Eligible Participant or Grantee;

"Purchase Price"
with respect to a particular Award, the price per Share at which the relevant Grantee is required to pay (which, for the avoidance of doubt, could be nil) to purchase or receive the Shares comprising the Award;

"Remuneration Committee"
the remuneration committee of the Board;

"Returned Shares"
unvested Award Shares held by a Trustee in respect of Awards which have lapsed in accordance with the terms of this Scheme;

"Scheme Mandate Limit"
has the meaning as defined in paragraph 9.1(1);

"SFC"
the Securities and Futures Commission of Hong Kong;

"Shares"
ordinary shares in the capital of the Company, or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or re-construction;

"Shareholders"
holders of the Shares in issue from time to time;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"substantial shareholder"
has the meaning as defined in the Listing Rules;

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

"Termination Date" close of business of the Company on the date which falls on the date immediately prior to the 10th anniversary of the Adoption Date, or such earlier date as this Scheme is terminated in accordance with paragraph 15;

"treasury shares" has the meaning as defined in the Listing Rules;

"Trust(s)" has the meaning as defined in paragraph 3.5;

"Trustee(s)" the trustee(s) of the Trust(s) from time to time;

"this Scheme" this share award scheme in its present form as set out in this document or as may be amended in accordance with paragraph 14; and

“%” per cent.

1.2 In this Scheme, save where the context otherwise requires:

(1) paragraph headings are for ease of reference only and shall be ignored in construing this Scheme;

(2) references to paragraph or paragraphs are references to paragraph or paragraphs of this Scheme;

(3) words importing the singular include the plural and vice versa;

(4) words importing one gender include both genders and the neuter and vice versa;

(5) references to persons include bodies corporate and unincorporated;

(6) references to any statutory provisions or rules prescribed by any statutory bodies shall include the same as from time to time amended, consolidated and re-enacted; and

(7) references to any statutory body shall include the successor thereof and anybody established to replace or assume the functions of the same.

CONDITIONS

The adoption of this Scheme is conditional upon the passing of an ordinary resolution to approve and adopt this Scheme by the Shareholders in a general meeting of the Company.

PURPOSE, DURATION AND ADMINISTRATION

3.1 The purpose of this Scheme is to provide incentive to the Eligible Participants in order to promote the development and success of the business of the Group. This Scheme will give the Eligible Participants an opportunity to have a personal stake in the Company and will help motivate the Eligible Participants in optimizing their performance and efficiency and attract and retain the Eligible Participants whose contributions are important to the long-term growth of the Group.

3.2 This Scheme shall be subject to the administration of the Board whose decision on all matters arising in relation to this Scheme or its interpretation or application or effect shall (save as otherwise provided herein and in the absence of manifest error) be final and binding. The Board shall exercise its administrative power in accordance with the requirements in the Listing Rules. For the avoidance of doubt, subject to compliance with the requirements of the Listing Rules and the provisions of this Scheme, the Board shall have the right to (1) interpret and construe the provisions of this Scheme; (2) determine the persons who will be offered Awards under this Scheme, and the number of Shares and the Purchase Price in relation to such Awards; (3) make such appropriate and equitable adjustments to the terms of Awards granted under this Scheme as it may deem necessary; and (4) make such other decisions or determinations or regulations as it shall deem appropriate for the administration of this Scheme.

3.3 Subject to compliance with the Listing Rules, the authority to administer this Scheme may be delegated by the Board to a committee of the Board or to any other person(s) deemed appropriate at the sole discretion of the Board.

3.4 The Company may issue new Shares and/or utilise existing Shares and/or treasury shares (if any) to satisfy grant(s) of the Award(s) under this Scheme.

3.5 The Company may establish one or more trusts (the "Trust(s)") and appoint one or more Trustee(s) for the purposes of: (i) holding Award Shares upon Trust(s) which are reserved for specified Eligible Participants; (ii) subscribing for new Shares to be allotted and issued by the Company, purchasing existing Shares from the open market, holding treasury shares that are transferred out of treasury by the Company, and/or holding Returned Shares, in each case to serve as a pool of Shares upon Trust(s) which may be used to grant and/or satisfy Awards; (iii) settling Awards under paragraph 6.2(2); and (iv) taking other actions for the purposes of administering and implementing this Scheme.

3.6 The Company shall not give instruction to any Trustee to subscribe for or purchase any Shares (including to take any treasury shares) for the purpose of this Scheme under any of the following circumstances: (i) if the subscription or purchase any Shares (including the taking of any treasury shares) will result in the Company failing to comply with the public float requirement with respect to the Shares as applicable under the Listing Rules from time to time; or (ii) after inside information (having the meaning as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) has come to its knowledge until (and including) the Business Day after such inside information has been announced by the Company pursuant to the requirements of the Listing Rules; or (iii) at a time when any Director would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules).

3.7 In determining the basis of eligibility of the Eligible Participants, the factors in assessing whether any person is eligible to participate in this Scheme include: (1) the performance; (2) the skill, knowledge, experience, expertise and other personal qualities; (3) time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; (4) the length of employment with the Group; and (5) the contribution or potential contribution to the development and growth of the Group.

3.8 Subject to paragraph 2 and paragraph 15, this Scheme shall be valid and effective for the period commencing on the Adoption Date and expiring on the Termination Date, after which period no further Awards will be granted but the provisions of this Scheme shall remain in force to the extent necessary to give effect to the vesting of any Awards granted on or prior to the Termination Date or otherwise as may be required in accordance with the provisions of this Scheme.

3.9 A Grantee shall ensure that any acceptance of an Offer and/or any vesting of his/her Award is valid and complies with all laws, legislations and regulations to which the person is subject. The Board may, as a condition precedent of issuing or delivering any Shares or transferring any proceeds generated from the sale or disposition of any Shares upon a vesting of an Award, require the relevant Grantee to produce such evidence as it may reasonably require for such purpose.

3.10 The Board may, in its absolute discretion, specify any condition in the Offer which must be satisfied before an Award may be vested.

OFFER AND ACCEPTANCE

4.1 Subject to and in accordance with the provisions of this Scheme and the Listing Rules, the Board shall be entitled (but shall not be bound), at any time and from time to time and within a period commencing on the Adoption Date and ending on the Termination Date (both dates inclusive), to make an Offer to such Eligible Participant as it may, in its absolute discretion, select, and subject to such conditions as the Board may think fit, provided that no such Offer shall be made if a prospectus is required to be issued under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or any applicable laws or if such grant will result in the breach by the Company or any of the Directors of any applicable securities laws and regulations in any jurisdiction.

4.2 No Offer shall be made by the Board:

(1) after inside information (having the meaning as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) has come to its knowledge until (and including) the trading day after such inside information has been announced by the Company pursuant to the requirements of the Listing Rules;

(2) during the period commencing from thirty (30) days immediately preceding the earlier of:

(i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company’s results for any year, half-year or quarterly or any other interim period (whether or not required under the Listing Rules); and

(ii) the deadline for the Company to publish its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement (or during any period of delay in publishing the results announcement); and

(3) at a time when the relevant Eligible Participant would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules).

4.3 An Offer shall be made to an Eligible Participant in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine specifying the terms of the Award which may include number of Award Shares, the Purchase Price (if any), the vesting criteria and conditions, and if any, minimum performance targets that must be achieved, the clawback mechanism for the Company to recover or withhold any Awards granted to any Eligible Participants, and any such other details as the Company may consider necessary (an "Offer Letter"), and requiring the Grantee to undertake to hold the Award on the terms of the Offer Letter and be bound by the provisions of this Scheme. An Offer shall remain open for acceptance by the Eligible Participant concerned (and by no other person, including the Eligible Participant's Personal Representative) for a period of 21 days from the Offer Date. The Offer shall lapse if the Eligible Participant does not accept the offer within 21 days from the Offer Date. For the avoidance of doubt, the Board may at its discretion specify any condition in the Offer Letter at the grant of the relevant Award, including conditions and/or performance target(s) that must be achieved before any of the Awards can be vested, as well as the clawback mechanism for the Company to recover or withhold any Awards granted to any Eligible Participants.

4.4 An Offer shall be deemed to have been accepted by an Eligible Participant concerned in respect of all the Award Shares which are offered to such Eligible Participant when the duplicate letter comprising acceptance of the Offer duly signed by the Eligible Participant is received by the Company.

4.5 Any Offer may be accepted by an Eligible Participant in respect of less than the number of Award Shares which are offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate letter comprising acceptance of the Offer duly signed by the Eligible Participant, and such letter, together with a payment (if any) in favour of the Company as consideration for the grant thereof, is received by the Company.

4.6 To the extent that the Offer is not accepted within the stated period in paragraph 4.3, it will be deemed to have been irrevocably declined and the relevant Offer which is not accepted or deemed to be accepted shall lapse.

4.7 Upon an Offer being accepted by an Eligible Participant in whole or in part in accordance with paragraph 4.4 or paragraph 4.5 (as the case may be), an Award in respect of the number of Shares in respect of which the Offer was so accepted will be deemed to have been granted by the Company to such Eligible Participant on the Offer Date.

4.8 The making of an Offer to any connected person of the Company or any of his/her associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the proposed Grantee of an Award).

4.9 The Company shall procure that a copy of all Offer Letters be provided to the Trustee.

PURCHASE PRICE

5.1 The Purchase Price (if any) shall be such price determined by the Board in its absolute discretion and notified to the Grantee in the Offer Letter. In determining the Purchase Price, the Board will take into account factors including the practices of comparable companies, the prevailing market price of the Shares, the effectiveness of this Scheme in attracting, retaining and motivating the Grantee to contribute to the long-term development of the Group, and the incentivisation effect of the Award(s) as a whole. For the avoidance of doubt, the Board may determine the Purchase Price to be nil. The Company will disclose the Purchase Price for Awards in the announcement on grant of the relevant Awards and in its annual and interim reports to the extent required under Chapter 17 of the Listing Rules.

VESTING AND SETTLEMENT OF AWARDS

6.1 An Award shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any Award or enter into any agreement so to do. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Award or any part thereof granted to such Grantee to the extent not already vested. For this purpose, a determination by the Board to the effect that a breach of this paragraph 6.1 has occurred shall be final and conclusive.

6.2 Vesting of Awards

(1) Except in the circumstances as set out in paragraph 16.7, barring any unforeseen circumstances, within a reasonable time period as agreed between the Trustee and the Board from time to time prior to any vesting date, the Board shall send to the relevant Grantee a vesting notice (the “Vesting Notice”). The Board shall forward a copy of the Vesting Notice to the Trustee and instruct the Trustee the extent to which the Award Shares held in the Trust shall be transferred and released from the Trust to the Grantee in the manner as determined by the Board, or be sold as soon as practicable from the vesting date.

(2) For the purposes of the vesting of an Award, the Board may, at its discretion, arrange for the Award Shares to be satisfied in the following methods:

(i) arrange for the Award Shares to be transferred to the Grantee (or the Grantee’s estate) credited as fully paid; and/or

(ii) pay to the Grantee (or the Grantee’s estate) by remittance to the bank account designated and provided by the Grantee (or the Grantee’s Personal Representative), the Actual Sale Proceeds from on-market sale of the Award Shares through the facilities of the Stock Exchange at prevailing market prices.

(3) Except in the circumstances as set out in paragraph 16.7, subject to the receipt of the Vesting Notice and the instructions from the Board, the Trustee shall transfer and release the relevant Award Shares to the relevant Grantee in the manner as determined by the Board or sell the relevant Award Shares within any time stipulated in paragraph 6.2(1) above and pay the Actual Selling Price in cash to the Grantee within a reasonable time period in satisfaction of the Award.

6.3 Save for the circumstances prescribed in paragraph 6.4, the vesting period in respect of any Award must be not less than the Minimum Period.

6.4 The Board may at its absolute discretion determine a vesting period shorter than the Minimum Period in the following specific circumstances:

(1) grants of “make-whole” Awards to new joiners to replace the award shares they forfeited when leaving the previous employers;

(2) grants to an Eligible Participant whose employment is terminated due to death or disability or occurrence of any out of control event;

(3) grants that are made in batches during a year for administrative and compliance reasons (such as to save administrative time and compliance costs, to coincide with the regular or scheduled meetings of the Board and/or the Remuneration Committee, etc.), which include Awards that should have been granted earlier if not for such administrative or compliance reasons but had to wait for subsequent batch;

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

(5) grants with performance-based vesting conditions in lieu of time-based vesting criteria.

6.5 Lapse of Awards

Death

(1) in the event that the Grantee ceases to be an Eligible Participant by reason of the person’s death before exercising the Award in full (provided that none of the events which would be a ground for termination of employment or directorship under paragraph 6.5(3) arises), any outstanding Awards not yet vested shall immediately lapse, and the Company shall deliver (i) such number of vested but not yet delivered Award Shares or (ii) such amount which is equal to the Actual Sale Proceeds less any Purchase Price (as applicable) (hereinafter referred to as “Benefits”) of such Awards at its discretion to the Grantee’s estate within two (2) years following the date of death, or such other period as the Board may determine, or if the Benefits would otherwise become bona vacantia, the Benefits shall be forfeited and cease to be transferable and such Benefits shall lapse;

Injury, disability, ill-health, retirement or termination of the Grantee’s employment

(2) in the event that the Grantee ceases to be an Eligible Participant by reason of (i) injury, disability or ill-health inflicted upon the Grantee in the course of his or her performance of duty as employee or director of any member of the Group (evidenced to the satisfaction of the Board), or (ii) the Grantee’s retirement as an employee of the Group in accordance with the Grantee’s contract of employment (evidenced to the satisfaction of the Board), or (iii) the termination of the Grantee’s employment or directorship with the Group as evidenced by notice or payment in lieu of notice (if permitted by any applicable laws and the relevant contract of employment or directorship) served or made by the Grantee to the relevant member of the Group or vice versa), in each case provided that none of the events which would be a ground for termination of the Grantee’s employment or directorship under paragraph 6.5(3) arises, the Board shall have absolute discretion to determine whether the unvested Award Shares will continue to vest according to the original vesting schedule;

Termination of employment for misconduct, bankruptcy, etc

(3) in the event that the Grantee ceases to be an Eligible Participant by reason of termination of his employment with any member of the Group on any one or more of the following grounds:

(a) that the Grantee has been guilty of serious misconduct;

(b) that the Grantee has been convicted of any criminal offence involving the person’s integrity or honesty or in relation to any member of the Group (if so determined by the Board);

(c) that the Grantee has become insolvent, bankrupt or has made arrangements or compositions with the Grantee’s creditors generally; or
(d) on any other ground as determined by the Board that would warrant the termination of the Grantee’s employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with any member of the Group,

the Grantee’s unvested Awards shall automatically lapse;

Other reasons

(4) in the event that the Grantee ceases to be an Eligible Participant for any reason other than the reasons specified in paragraph 6.5(1) to paragraph 6.5(3), the Grantee’s unvested Awards shall lapse on the date of cessation provided that in each case, unless the Board determines otherwise in its absolute discretion;

Corporate transactions

(5) if an event of change in control of the Company occurs, whether by way of offer, merger, scheme of arrangement, general offer or otherwise is made to all Shareholders, unless the Board determines otherwise, (i) in the case that the period from the date of grant of the relevant Awards to the date when such change of control event becomes or is declared unconditional is no less than the Minimum Period, all such Awards granted shall immediately vest on the date when such change of control event becomes or is declared unconditional; or (ii) in the case that the period from the date of grant of the relevant Awards to the date when such change of control event becomes or is declared unconditional to the date when such change of control event becomes or is declared unconditional is less than the Minimum Period, subject to any shorter vesting period as may be granted to an Eligible Participants, all such Awards shall automatically lapse. For the purpose of this provision, “control” shall have the meaning as specified in the Takeovers Code from time to time.

6.6 Rights and interests in the assets of the Trust

(1) a Grantee shall have only a contingent interest in the Award subject to the vesting of such Award in accordance with paragraph 6.2. For the avoidance of doubt, a Grantee shall have no rights (including those arising on liquidation of the Company) in respect of any Award Shares until such Award Shares have been vested;
(2) no instructions may be given by a Grantee to the Trustee in respect of the Award or any other property of the Trust and the Trustee shall not follow instructions given by a Grantee to the Trustee in respect of the Award or any other property of the Trust;

(3) in respect of any Award Shares that have not yet been granted, any dividend declared and issued on such Award Shares shall belong to the Company, and the Trustee shall remit the same to the Company in accordance with the Company’s instructions;

(4) a Grantee shall have no right to any of the Returned Shares or any dividend of the Returned Shares, all of which shall be retained by the Trustee for the benefit of this Scheme, unless otherwise provided in accordance with this Scheme, and the Trustee shall remit the same to the Company in accordance with the Company’s instructions;

(5) in respect of any Award Shares that are granted to a Grantee and that have not yet vested, the Grantee shall not have any right to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any such Award Shares nor any rights arising on liquidation of the Company; and

(6) a Grantee shall have no rights in the balance of the fractional shares arising out of consolidation of Shares (if any) and such fractions shall be deemed Returned Shares for the purposes of the Scheme.

7. PERFORMANCE TARGET(S)

7.1 The Board may at its discretion determine and provide in the Offer Letter at the grant of the relevant Award any performance target(s) as the Board may then specify which must be achieved or satisfied by the Grantee before any of the Awards can be vested, as well as the clawback mechanism in accordance with paragraph 8, if applicable, for the Company to recover or withhold any Awards granted to any Eligible Participants.

7.2 Specifically, if performance targets are imposed on a Grantee at the grant of the relevant Award, the Board will have regard to the purpose of this Scheme in assessing the reasonableness and suitability of such performance targets, with reference to factors including but not limited to, as and when appropriate:

(1) sales performance (e.g. revenue) of the Group;

(2) operating performance (e.g. operation efficiency) of the Group;

(3) financial performance (e.g. profits, cash flow, earnings, market capitalisation and return on equity) of the Group;

(4) corporate sustainability parameters (e.g. accuracy and timeliness in handling customer complaints and feedback and adherence to corporate culture);

(5) personal qualities (e.g. discipline, punctuality, integrity and compliance with internal procedures and controls) of the Grantee, and

(6) individual performance (e.g. key performance indicator achievement) of the Grantee; the satisfaction of which shall be assessed and determined by the Board at its discretion.

7.3 The Company will also utilise its internal assessment system to appraise and evaluate whether the Eligible Participants will contribute to the long-term growth of the Group on a case-by-case basis. Specifically, the Eligible Participants’ expected contribution will be considered with reference to factors including but not limited to their past contributions to the Group, the nature of job duties or services, position within or related to the Group and other features including geographical location, business strategy focus and corporate culture. Specific weightings will be given to the factors above in order to provide a fair and objective appraisal of the Eligible Participants before Awards will be granted, such that the grants will be on a fair and reasonable basis and in the interest of the Company and its Shareholders as a whole.

CLAWBACK MECHANISM

8.1 In the event that:

(1) a Grantee’s employment has been terminated summarily;

(2) a Grantee has been convicted of any criminal offence involving his or her integrity or honesty; or

(3) a Grantee has been involved in any wrongdoing that brings the Group into disrepute or causes damages to the Group (including but not limited to causing a material misstatement in the Company’s financial statements),

any outstanding Awards not yet vested shall be immediately forfeited and shall immediately lapse under this Scheme, unless the Board determines otherwise at its discretion. For the avoidance of doubt, the clawback mechanism only affects the outstanding Awards not yet vested. If the Board exercises such discretion, it may give (but is not obliged to) the relevant Grantee written notice and the Board’s interpretation of and determination shall be final, conclusive and binding.

8.2 The Company (for itself and on behalf of the other members of the Group) reserves the right to seek damages, compensation or other remedies from a Grantee whose Awards is clawed back pursuant to paragraph 8.1, including the right to require such Grantee to duly return to the Company any vested Award Shares granted and Actual Sales Proceeds paid to such Grantee or benefits derived therefrom (and/or, where applicable, to duly compensate the Company by financial and/or other means).

SCHEME MANDATE LIMIT AND ADDITIONAL APPROVALS

9.1 Subject to the Listing Rules:

The Scheme Mandate Limit

(1) the total number of Shares which may be issued (including any transfer of treasury shares of the Company) in respect of all Awards which may be granted at any time under this Scheme together with options and awards which may be granted under any other share schemes (as defined in the Listing Rules) of the Company shall not exceed 10% of the Shares in issue (excluding treasury shares) as at the Adoption Date (the "Scheme Mandate Limit"). Awards lapsed in accordance with the terms of this Scheme (and other share schemes of the Company) will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit. For the avoidance of doubt, Awards granted in accordance with the terms of this Scheme (and other similar schemes of the Company) the underlying Shares of which are existing Shares purchased by the Trustee (or any other third party(ies) authorised by the Board) in the open market upon the instruction of the Board from time to time will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit;

(2) if the Company conducts a share consolidation or sub-division after the Scheme Mandate Limit has been approved in general meeting, the maximum number of Shares that may be issued in respect of all options and awards to be granted under all of the share schemes of the Company under the Scheme Mandate Limit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or sub-division shall be the same, rounded to the nearest whole share;

Refreshment

(3) the Company may seek approval of the Shareholders in a general meeting of the Company to refresh the Scheme Mandate Limit under this Scheme on or after the third (3rd) anniversary of the date of the Shareholders' approval for the last refreshment or the Adoption Date. The total number of Shares which may be issued (including any transfer of treasury shares of the Company) in respect of all (i) the Awards under this Scheme and (ii) the options and awards to be granted under any other share schemes of the Company under the Scheme Mandate Limit as "refreshed" must not exceed 10% of the Shares in issue (excluding treasury shares) as at the date of approval of the refreshment. For the purpose of seeking approval of the Shareholders under this paragraph 9.1(3), the Company shall publish a circular containing the information required under the Listing Rules; and

(4) any refreshment within any three-year period shall be subject to independent Shareholders' approval pursuant to Rule 17.03C(1)(b) and (c) of the Listing Rules;

Grant in excess of the Scheme Mandate Limit

(5) the Company may seek separate approval of the Shareholders in a general meeting of the Company for granting Awards exceeding the Scheme Mandate Limit provided that the Awards in excess of the Scheme Mandate Limit are granted only to Eligible Participants specifically identified by the Company before such approval is sought. For the purpose of seeking approval of the Shareholders under this paragraph 9.1(5), the Company shall publish a circular containing the name of each specified Eligible Participant who may be granted such Awards, the number and terms of the Awards to be granted, the purpose of granting Awards to the specified Eligible Participants with an explanation as to how the terms of the Awards serve such purpose, and such other information as required under the Listing Rules. The number and terms (including the Purchase Price, if any) of the Awards to be granted to such Eligible Participant must be fixed before the Shareholders’ approval;

The 1% individual limit

(6) where any grant of an Award to an Eligible Participant would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all options and awards granted to such Eligible Participant (excluding any options and awards lapsed in accordance with the terms of the relevant share schemes) in the 12-month period up to and including the date of such grant representing in aggregate exceeding 1% of the Shares in issue (excluding treasury shares), such grant must be separately approved by the Shareholders in a general meeting of the Company with such Eligible Participant and the person’s close associates (or associates if the Eligible Participant is a connected person) abstaining from voting; and

(7) the Company shall publish a circular and the circular must disclose the identity of the Eligible Participant, the number and terms of the Awards to be granted (and Awards previously granted to such Eligible Participant during the 12-month period), the purpose of granting the Awards to the Eligible Participant, an explanation as to how the terms of the Awards serve such purpose and such information as may be required by the Stock Exchange from time to time. The number and terms (including the Purchase Price, if any) of the Award to be granted to such Eligible Participant must be fixed before the Shareholders’ approval.

Offer to a Director, chief executive of the Company or substantial shareholder, or any of their respective associates

9.2 Any grant of an Award to any of the Directors, chief executive of the Company or substantial shareholder, or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the proposed Grantee of the Award).

9.3 Grant of Award to a Director or substantial shareholder

(1) Where any grant of an Award to:

(i) an independent non-executive Director or a substantial shareholder of the Company, or any of his/her associates, would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all options and awards granted (excluding any options and awards lapsed in accordance with the terms of the relevant share schemes) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares), or

(ii) to any Director (other than an independent non-executive Director) or chief executive of the Company, or any of his/her associates, would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all awards granted (excluding any Awards lapsed in accordance with the terms of the relevant share schemes) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares) at the date of such grant,

such grant of Award must be approved by the Shareholders in a general meeting of the Company.

(2) The Company shall publish a circular. The circular must contain the information required under the Listing Rules.

(3) The Grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour of the proposed grant at such general meeting. Parties that are required to abstain from voting in favour of the proposed grant at the general meeting of the Company pursuant to the Listing Rules may vote against the resolution at the general meeting of the Company, provided that their intention to do so has been stated in the relevant circular to the Shareholders.

(4) Any vote taken at the general meeting of the Company to approve the grant of such Award must be taken on a poll and comply with the requirements under the Listing Rules.

9.4 Any change in the terms of Awards granted to an Eligible Participant who is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by the Shareholders in the manner as set out in the Listing Rules if the initial grant of the Awards requires such approval (except where the changes take effect automatically under the existing terms of this Scheme).

9.5 The requirements for the grant to a Director or chief executive of the Company set out in this Scheme do not apply where the Eligible Participant is only a proposed Director or chief executive of the Company.

10. REORGANISATION OF CAPITAL STRUCTURE

10.1 In the event of any alteration in the capital structure of the Company whilst any Award remains exercisable or this Scheme remains in effect, and such event arises from a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital of the Company (other than an issue of Shares as consideration in respect of a transaction), then, in respect of any such adjustments (other than any made on a capitalisation issue), the Company shall instruct the Auditors or independent financial adviser to certify in writing to the Board the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular Grantee, to:

(1) the unutilised Scheme Mandate Limit (as refreshed from time to time), with reference to the total number of issued Shares at the date immediately before and after such event and rounded to the nearest whole Share; and/or

(2) the number of Shares to which this Scheme or any outstanding Awards relates; and/or

(3) the Purchase Price of any unvested Award (where applicable),

and an adjustment as so certified by the Auditors or the independent financial adviser shall be made, provided that:

(a) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

(b) any such adjustment shall be made on the basis that a Grantee shall be given the same proportion of the issued share capital of the Company for which such Grantee would have been entitled (as interpreted in accordance with Frequently Asked Questions FAQ13 - No. 16 (the "FAQ") such other guidance as may be issued by the Stock Exchange from time to time;

(c) the issue of securities of the Company for cash or as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

(d) in respect of any such adjustments, the Auditors or the independent financial adviser must confirm to the Board in writing that the adjustments satisfy the requirements set out in the above, the requirements of Rule 17.03(13) of the Listing Rules, the FAQ, any relevant provisions of the Listing Rules and any guidance/interpretation of the Listing Rules issued by the Stock Exchange and the note thereto from time to time.

10.2 If there has been any alteration in the capital structure of the Company as referred in paragraph 10.1, the Company shall, upon receipt of a notice from a Grantee in accordance with paragraph 6.2, inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the Auditors or the independent financial adviser obtained by the Company for such purpose, or if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the Auditors or an independent financial adviser as soon as practicable thereafter to issue a certificate in that regard in accordance with paragraph 10.1.

10.3 In giving any certificate under this paragraph 10, the Auditors and independent financial adviser shall be deemed to be acting as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final, conclusive and binding on the Company and all persons who may be affected thereby.

11. VOTING OF UNVESTED SHARES

The Trustee holding unvested Award Shares, whether directly or indirectly, shall abstain from voting on matters that require Shareholders’ approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such direction is given.

12. CANCELLATION OF AWARDS

12.1 Subject to paragraph 6.5, the Board may cancel any Award granted (and whether or not vested in the event of a breach of the terms of this Scheme and/or the Offer Letter, or where it is necessary to comply with applicable laws, or in order to comply with the requirements of any securities exchange), on such terms and conditions and without the consent of the relevant Grantee, as the Board may in its absolute discretion see fit and in a manner that complies with all applicable legal requirements for such cancellation.

12.2 Where the Company cancels any outstanding Awards (whether or not vested) and makes a new grant to the same Grantee, such new grant may only be made under this Scheme with the available limit approved by the Shareholders as set out in paragraph 9.1. The Awards cancelled (whether or not vested) will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit in paragraph 9.1.

SHARE CAPITAL

The grant of any Award shall be subject to the Company having sufficient share capital for the allotment and issuance of the Share that may fall to be allotted and issued upon vesting of the Award.

ALTERATION OF THIS SCHEME

This Scheme may be altered in any respect by a resolution of the Board provided that:

(1) any alteration to the terms and conditions of this Scheme which is of a material nature or any alteration in relation to any matter contained in Rule 17.03 of the Listing Rules to the advantage of the Eligible Participants must be approved by the Shareholders in a general meeting of the Company;

(2) any change to the terms of Awards granted to a Grantee must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) (except any changes which take effect automatically under the terms of this Scheme);

(3) any change to the authority of the Directors or the administrator of this Scheme to alter the terms of this Scheme must be approved by the Shareholders in a general meeting of the Company;

(4) the amended terms of this Scheme or the Awards shall remain in compliance with Chapter 17 of the Listing Rules; and

(5) no such alteration shall operate to affect adversely the terms of issue of any Award granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the Shareholders under the Bye-laws being for a variation of the rights attached to Shares.

TERMINATION

15.1 The Company by an ordinary resolution in a general meeting of the Company may at any time terminate the operation of this Scheme. In such event, no further Awards will be offered but in all other respects, the provisions of this Scheme shall remain in force to the extent necessary to give effect to the vesting of any Awards granted prior thereto or otherwise as may be required in accordance with the provisions of this Scheme and the Awards granted prior to such termination shall continue to be valid in accordance with this Scheme.

15.2 On the Business Day following the settlement, lapse, forfeiture or cancellation (as the case may be) of the last outstanding Award made under this Scheme, according to the instruction to the given by the Company and subject to compliance with the applicable laws, rules and regulations, the Trustee shall:

(1) sell some or all the Shares remaining in the Trust within a reasonable time period as instructed by the Company upon receiving notice of the settlement, lapse, forfeiture or cancellation (as the case may be) of such last outstanding Award (or such longer period as the Company may otherwise determine), and/or

(2) remit all cash and net proceeds of such sale referred to in paragraph 15.2(i)(1) and other funds remaining in the Trust (after making appropriate deductions in respect of all disposal costs, expenses and other existing and future liabilities) to the Company.

16. MISCELLANEOUS

16.1 This Scheme shall not form part of any contract of employment or services between any member of the Group and any Eligible Participant. The rights and obligations of any such Eligible Participant under the terms of his office or employment or provision of services shall not be affected by his participation in this Scheme or any right which the person may have to participate in it and this Scheme shall afford such an Eligible Participant no additional rights to compensation or damages in consequence of the termination of such office or employment or provision of services for any reason.

16.2 This Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Awards themselves) against any member of the Group directly or indirectly or give rise to any cause of action at law or in equity against any member of the Group.

16.3 The Company shall bear the costs of establishing and administering this Scheme, including any costs of the Auditors and the independent financial advisers in relation to the preparation of any certificate by them or providing any other service in relation to this Scheme.

16.4 Any direct costs and expenses arising on the vesting and issue of the Award Shares or on-market purchase of Shares to or for the benefit of a Grantee shall be borne by the Company.

16.5 Any duty or other costs and expenses arising on the sale of the Award Shares and payment of the Actual Sale Proceeds or economic benefits as contemplated by paragraph 6.2(2)(ii) shall be borne by the Grantee and deducted from the amount payable to the Grantee pursuant to paragraph 6.2(2)(ii).

16.6 A Grantee shall pay all tax and discharge all other liabilities to which the person may become subject as a result of his participation in this Scheme or the acceptance of an Offer or the vesting of any Award. The Company will not be responsible for any tax or other liability to which a Grantee may become subject as a result thereof.

16.7 The Company and its subsidiaries may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards or Awarded Shares.

16.8 Any notice or other communication between the Company and the Grantee in connection with this Scheme may be given by sending the same:

(1) to the Company, by prepaid post or personal delivery to its principal place of business in Hong Kong at the time or such other address as notified to the Eligible Participants from time to time; and

(2) to the Grantee, by prepaid post, personal delivery or email to postal address, home address or work e-mail address to the records of the Company or such other address as the Company considers appropriate.

Any notice or other communication if sent by the Grantee shall be irrevocable and shall not be effective until actually received by the Company. Any notice or other communication if sent to the Grantee shall be deemed to be given or made:

(a) one (1) day after the date of posting, if sent by mail;

(b) seven (7) days after the date of posting to an address in a different territory;

(d) when delivered, if delivered by hand.

16.9 A Grantee shall, before accepting an Offer or exercising his Award, obtain all necessary consents and approvals that may be required to enable him to accept the Offer or for the Award to be vested in him and the Company to deliver to him in accordance with the provisions of this Scheme the Shares falling to be vested in him under his Award. By accepting an Offer, the Grantee thereof is deemed to have represented to the Company that the person has obtained all such consents and approvals. Compliance with this paragraph shall be a condition precedent to an acceptance of an Offer by a Grantee. The Company will not grant any Award or vest any Awarded Shares to a Grantee unless, if so requested by the Company, the Grantee proves to the satisfaction of the Company that all such consents or registrations have been obtained or made. Each Grantee shall indemnify and hold the Group harmless against any action, claim, demand, investigation, loss, liability, damages or fine made or brought and all costs, fees and expenses relating thereto against any member of the Group which results or may have resulted from his/her failure to obtain the necessary consents and file the necessary registrations.

16.10 By accepting an Offer a Grantee shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate him/her for loss of any rights under this Scheme.

GOVERNING LAW

This Scheme and all the Awards granted hereunder are governed by and shall be construed in accordance with the laws of Hong Kong.

AI assistant

Computer And Technologies Holdings Limited Proxy Solicitation & Information Statement 2026

48900_rns_2026-05-11_9436f0bd-9278-4046-949d-66acbcfaa0e3.pdf

Computer And Technologies Holdings Limited

SHARE AWARD SCHEME

CONTENTS

Other reasons

Corporate transactions

6.6 Rights and interests in the assets of the Trust

7. PERFORMANCE TARGET(S)

10. REORGANISATION OF CAPITAL STRUCTURE

11. VOTING OF UNVESTED SHARES

12. CANCELLATION OF AWARDS

16. MISCELLANEOUS

AI assistant

Computer And Technologies Holdings Limited — Proxy Solicitation & Information Statement 2026

48900_rns_2026-05-11_9436f0bd-9278-4046-949d-66acbcfaa0e3.pdf

Computer And Technologies Holdings Limited

SHARE AWARD SCHEME

CONTENTS

Other reasons

Corporate transactions

6.6 Rights and interests in the assets of the Trust

7. PERFORMANCE TARGET(S)

10. REORGANISATION OF CAPITAL STRUCTURE

11. VOTING OF UNVESTED SHARES

12. CANCELLATION OF AWARDS

16. MISCELLANEOUS

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Computer And Technologies Holdings Limited Proxy Solicitation & Information Statement 2026