Joy Spreader Group Inc. - AGM Information 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AGTech Holdings Limited, you should at once hand this circular to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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**AGTech Holdings Limited 亞博科技控股有限公司[*]**

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS, PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME, PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

This circular, for which the directors of AGTech Holdings Limited (the “ Company ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, 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.

A notice convening the AGM (as defined herein) of the Company to be held at 11:00 a.m. on Monday, September 9, 2024 at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong is set out on pages 95 to 104 of this circular. Whether or not shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjournment thereof) should they so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.

This circular will remain at www.hkexnews.hk on the “Latest Listed Company Information” page of the Stock Exchange website for at least seven days from the date of its posting and will be published on the website of the Company at http://www.agtech.com.

For identification purpose only

August 16, 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandates to issue and buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Process used for nominating Mr. Chow Siu Lui, Mr. Chan Ka Leong and
Ms. Yuen Kit Ming Fanny for re-election as independent non-executive Directors. . . . . .	7
Independence and time commitment of Mr. Chow Siu Lui, Mr. Chan Ka Leong and
Ms. Yuen Kit Ming Fanny as independent non-executive Directors . . . . . . . . . . . . . . . . .	8
Recommendation of the Board for re-election of Directors and the reasons therefor . . . . . .	8
Proposed amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proposed amendments to the Share Award Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proposed adoption of the New Share Option Scheme and
termination of the Existing Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Appendix I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Appendix II – INFORMATION OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Appendix III – PROPOSED AMENDMENTS TO THE BYE-LAWS. . . . . . . . . . . . . . . . . .	44
Appendix IV – PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME. . . . .	47
Appendix V – SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	80
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	95

DEFINITIONS

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

“Adoption Date” the date on which the New Share Option Scheme is conditionally adopted by an ordinary resolution of the Shareholders at the AGM;
“AGM” the annual general meeting of the Company to be held at 11:00 a.m. on Monday, September 9, 2024 at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong;
“Ali Fortune” Ali Fortune Investment Holding Limited, a company incorporated in the British Virgin Islands and the controlling shareholder of the Company;
“Alibaba Group” Alibaba Holding and its subsidiaries; “Alibaba Holding” Alibaba Group Holding Limited, a company incorporated in the Cayman Islands, with its American depository shares, each representing eight ordinary shares, listed on the New York Stock Exchange (Stock Symbol: BABA) and its ordinary shares listed on the Main Board of the Stock Exchange (Stock Codes: 9988 (HKD Counter) and 89988 (RMB Counter));
“Alibaba Pictures” Alibaba Pictures Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1060);
“Ant Group” Ant Holdco and its subsidiaries; “Ant Holdco” 螞蟻科技集團股份有限公司 (Ant Group Co., Ltd.), a company organized under the laws of the PRC;
“associates” has the meaning ascribed to it under the GEM Listing Rules; “Award(s)” has the meaning as set out in Appendix IV to this circular; “Award Scheme Mandate Limit” the Initial Scheme Limit or the Refreshed Scheme Limit of the Share Award Scheme (as the case may be) as set out in Appendix IV to this circular;
“Award Service Provider Sublimit” the Initial Scheme Sublimit or the Refreshed Scheme Sublimit of the Share Award Scheme (as the case may be) as set out in Appendix IV to this circular;
“Board” the board of Directors; “Buy-back Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to buy back Shares on the terms set out in the Notice;

DEFINITIONS

“Bye-laws”	the existing bye-laws of the Company as amended from time to
	time;
“Bye-laws Amendments”	has the meaning as set out in the paragraph headed “Proposed
	Amendments to the Bye-laws” of this circular;
“Cause”	in relation to a Grantee, having committed any act of bankruptcy
	or having become insolvent or having made any arrangements or
	composition with his/her creditors generally or redundancy;
“CCASS”	the Central Clearing and Settlement System established and
	operated by Hong Kong Securities Clearing Company Limited;
“Commencement Date”	in respect of any particular Option, the date on which that Option
	is granted or deemed to have been granted in accordance with the
	New Share Option Scheme, which must be a business day;
“Company” or “AGTech”	AGTech Holdings Limited, a company incorporated in Bermuda
	as an exempted company with limited liability, the Shares of
	which are listed on GEM;
“Director(s)”	the director(s) of the Company;
“Eligible Participant(s)”	has the meaning as set out in paragraph 2 of Appendix V to this
	circular;
“Eligible Person(s)”	has the meaning as set out in Appendix IV to this circular;
“Employee(s)”	in the context of the Share Award Scheme, has the meaning as set
	out in Appendix IV to this circular; in the context of the New
	Share Option Scheme, has the meaning as set out in paragraph 2
	of Appendix V to this circular;
“Existing Share Option Scheme”	the existing share option scheme of the Company conditionally
	adopted by the Shareholders on December 23, 2014;
“GEM”	GEM operated by the Stock Exchange;
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of The
	Stock Exchange of Hong Kong Limited;
“Grantee(s)”	any Eligible Participant who accepts an offer of the grant of an
	Option in accordance with the terms of the New Share Option
	Scheme or (where the context so requires) permitted assignee or
	the legal personal representative(s) of such Eligible Participant;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC;
“Latest Practicable Date” August 14, 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
“Misconduct” in relation to a Grantee: (a) the Grantee being an Employee or a Related Entity Participant wilfully disobeys a lawful and reasonable order, or misconducts himself/herself, or is guilty of fraud or dishonesty, or is habitually neglectful in his/her duties, or any other events which result in a summary dismissal of his/ her employment; or (b) the Grantee being a Service Provider without reasonable excuse or justification wilfully neglects or fails to perform its duty or acts in a manner that a reasonable person would consider seriously improper;
“New Share Option Scheme”
the share option scheme of the Company which is proposed to be adopted by the Company at the AGM, the principal terms of which are set out in Appendix V to this circular;
“Notice” the notice convening the AGM;
“Option”
an option to subscribe for Share(s), including treasury Shares, granted pursuant to the New Share Option Scheme;
“Option Period”
in respect of any particular Option, such time period during which the Option may be exercised by the relevant Grantee (which will be determined by the Board and specified to the Grantee thereof at the time of making an offer for the grant of an Option), provided that such period shall not under any circumstances exceed 10 years from the Commencement Date;
“Option Scheme Mandate Limit”
the total number of Shares which may be allotted and issued or transferred upon exercise of all options to be granted under the New Share Option Scheme, being 3% of the Shares in issue (excluding treasury Shares) as at the Adoption Date (subject to refreshment from time to time in accordance with the rules of the New Share Option Scheme);
“Option Service Provider Sublimit”
the Initial Sublimit or the Refreshed Sublimit of the New Share Option Scheme (as the case may be) as set out in paragraph 21 of Appendix V to this circular;
“Related Entity Participant(s)”
in the context of the Share Award Scheme, has the meaning as set out in Appendix IV to this circular; in the context of the New Share Option Scheme, has the meaning as set out in paragraph 2 of Appendix V to this circular;

DEFINITIONS

“Remuneration Committee”	the remuneration committee of the Board established pursuant to
	the GEM Listing Rules;
“PRC”	the People’s Republic of China;
“Proposed Amendments”	certain amendments to be made to the Share Award Scheme, the
	details of which are set out in Appendix IV to this circular;
“RMB”	Renminbi, the lawful currency of the PRC;
“Service Provider(s)”	in the context of the Share Award Scheme, has the meaning as set
	out in Appendix IV to this circular; in the context of the New
	Share Option Scheme, has the meaning as set out in paragraph 2
	of Appendix V to this circular;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.002 each in the share capital of the
	Company;
“Share Award Scheme”	the share award scheme of the Company adopted on March 17,
	2017 as amended from time to time;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange” or “SEHK”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Code on Takeovers and Mergers;
“treasury Share(s)”	has the meaning ascribed to it under the GEM Listing Rules; and
“%”	per cent.

LETTER FROM THE BOARD

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**AGTech Holdings Limited 亞博科技控股有限公司[*]**

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

Executive Directors: Mr. Sun Ho (Chairman & CEO) Ms. Hu Taoye (Chief Financial Officer)

Non-executive Directors:

Mr. Tung Pen Hung Ms. Qin Yuehong Mr. Ji Gang Mr. Zou Liang

Independent non-executive Directors:

Mr. Chow Siu Lui Mr. Chan Ka Leong Ms. Yuen Kit Ming Fanny

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Unit 3912, 39th Floor, Tower Two Times Square Causeway Bay Hong Kong

August 16, 2024

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS, PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME, PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held at 11:00 a.m. on Monday, September 9, 2024 at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong, which upon approval, would enable the Company to, among other things:

For identification purpose only

LETTER FROM THE BOARD

(a) buy back Shares not exceeding 10% of the total number of issued Shares (excluding treasury Shares, if any) as at the date of passing such resolution;
(b) issue new Shares equivalent to 20% of the total number of issued Shares (excluding treasury Shares, if any) on the date of the relevant resolution and those Shares purchased by the Company pursuant to the Buy-back Mandate set out in (a) above;
(c) re-elect certain Directors;
(d) amend the Bye-laws;
(e) amend the Share Award Scheme; and
(f) adopt the New Share Option Scheme and terminate the Existing Share Option Scheme.

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given general mandates to (i) buy back Shares, the total number of which shall not exceed 10% of the total number of the issued Shares (excluding treasury Shares, if any) as at the date of passing the relevant ordinary resolution; and (ii) allot, issue and deal with Shares and/or sell or transfer treasury Shares not exceeding 20% (equivalent to 2,334,468,447 Shares, assuming that no further Shares will be issued or purchased by the Company prior to the AGM) of the total number of the issued Shares (excluding treasury Shares, if any) as at the date of passing the relevant ordinary resolution and the number of any Shares purchased by the Company (up to a maximum of 10% of the total number of the Company’s issued Shares (excluding treasury Shares, if any) as at the date of passing the relevant ordinary resolution). Any issue of new Shares is subject to approval from the Stock Exchange for the listing of, and permission to deal in, such new Shares.

With effect from June 11, 2024, the GEM Listing Rules were amended to remove the requirement to cancel repurchased shares and to adopt a framework to govern the resale of treasury shares. In view of the changes to the GEM Listing Rules, if the Company purchases any Shares pursuant to the Buy-back Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be subject to the aforesaid general mandate and made in accordance with the GEM Listing Rules, Bye-laws and applicable laws and regulations of Bermuda.

Up to the Latest Practicable Date, the Bye-laws has not been amended to permit the Company to hold treasury Shares and thus to sell or transfer such treasury Shares in place of the allotment and issue of new Shares. The Bye-laws Amendments in this respect are set forth in this circular, pending being approved by the Shareholders by way of special resolution(s). Accordingly, for the avoidance of doubts, the holding, sale or transfer of the treasury Shares are subject to the passing of the relevant special resolution(s) in relation to the Bye-laws Amendments, and in the event that such special resolution(s) are not being approved by the Shareholders, the Company will not hold, sell or transfer any treasury Shares.

An explanatory statement containing information relating to the Buy-back Mandate as required under Rules 13.08 and 13.09 of the GEM Listing Rules is set out in Appendix I to this circular. This explanatory statement provides you with information to enable you to make an informed decision on whether to vote for or against the resolution relating to the Buy-back Mandate.

The Directors have no present immediate plan to exercise the general mandate to issue Shares or repurchase Shares under the Buy-back Mandate as at the Latest Practicable Date.

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with bye-law 84(1) of the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation but shall be eligible for re-election. Accordingly, certain Directors, namely, Ms. Hu Taoye (“ Ms. Hu ”) (an executive Director), Mr. Zou Liang (“ Mr. Zou ”) (a non-executive Director) and Mr. Chow Siu Lui (“ Mr. Chow ”) (an independent non-executive Director), shall retire by rotation at the AGM. Ms. Hu and Mr. Chow, being eligible, shall offer themselves for re-election at the AGM.

Mr. Zou has informed the Company that he has decided not to stand for re-election at the AGM due to his decision to focus on his other business commitments. Accordingly, he will retire as a non-executive Director at the conclusion of the AGM. Mr. Zou has confirmed that he has no disagreement with the Board and there is no other matter in relation to his retirement that needs to be brought to the attention of the Shareholders or the Stock Exchange.

In addition, in accordance with bye-law 83(2) of the Bye-laws, any Director appointed by the Board to fill a casual vacancy on the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Chan Ka Leong (“ Mr. Chan ”) and Ms. Yuen Kit Ming Fanny (“ Ms. Yuen ”), who were newly appointed by the Company as independent non-executive Directors on May 3, 2024 and May 14, 2024, respectively, will hold office until the next following annual general meeting of the Company, namely, the AGM, and shall then be eligible for re-election thereat.

Information of the four Directors (namely, Ms. Hu, Mr. Chow, Mr. Chan and Ms. Yuen) standing for re-election at the AGM are set out in Appendix II to this circular.

PROCESS USED FOR NOMINATING MR. CHOW SIU LUI, MR. CHAN KA LEONG AND MS. YUEN KIT MING FANNY FOR RE-ELECTION AS INDEPENDENT NON-EXECUTIVE DIRECTORS

On June 21, 2024, the nomination committee of the Company held a meeting and nominated Mr. Chow, Mr. Chan and Ms. Yuen to the Board for it to recommend to the Shareholders for re-election as independent non-executive Directors at the AGM. Such nomination had been made by the nomination committee in accordance with its nomination policy, and with due regard to the following criteria to assess the suitability of Mr. Chow, Mr. Chan and Ms. Yuen to be re-elected as independent non-executive Directors as set out in the nomination policy in the corporate governance report of the annual report of the Company for the fifteen months ended March 31, 2024 (the “ 2023/2024 Annual Report ”):

the qualifications, skills, experience and background of Mr. Chow, Mr. Chan and Ms. Yuen;
how Mr. Chow, Mr. Chan and Ms. Yuen will contribute to the diversity of the Board in accordance with the Board diversity policy of the Company (as set out in the corporate governance report of the 2023/2024 Annual Report);
independence of Mr. Chow, Mr. Chan and Ms. Yuen as required under Rule 5.09 of the GEM Listing Rules;
tenure of service of Mr. Chow, Mr. Chan and Ms. Yuen, and in particular, whether they have served the Board for more than nine years as set out in code provision B.2.3 in the Corporate Governance Code (the “ Code ”) of Appendix C1 of the GEM Listing Rules;
past and anticipated future contributions and time commitment of Mr. Chow, Mr. Chan and Ms. Yuen to the affairs of the Group; and

LETTER FROM THE BOARD

those incumbent Directors who have been longest in office since their last re-election or appointment within the last three years will be selected for retirement by rotation and re-election with priority (for the purpose of compliance with the code provision B.2.2 of the Code and bye-law 84 of the Bye-laws).

Each of Mr. Chow, Mr. Chan and Ms. Yuen, who is a member of the nomination committee, has abstained from voting at such committee meeting when his/her own nomination was being considered.

INDEPENDENCE AND TIME COMMITMENT OF MR. CHOW SIU LUI, MR. CHAN KA LEONG AND MS. YUEN KIT MING FANNY AS INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Chow has served the Company as an independent non-executive Director for more than two years as of the Latest Practicable Date, and each of Mr. Chan and Ms. Yuen has served as an independent non-executive Director for less than one year as of the Latest Practicable Date, which is below the threshold of nine years stipulated under code provision B.2.3 of the Code. Each of Mr. Chow, Mr. Chan and Ms. Yuen does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules) and does not have any management function within the Group. The Company has received from each of Mr. Chow, Mr. Chan and Ms. Yuen a written confirmation of independence for himself/herself (together with his/her “immediate family members” as defined under Rule 20.10(1)(a) of the GEM Listing Rules) pursuant to Rule 5.09 of the GEM Listing Rules. The Board considers that each of Mr. Chow, Mr. Chan and Ms. Yuen is independent.

Each of Mr. Chow, Mr. Chan and Ms. Yuen does not hold directorship in more than six companies, the securities of which are listed on any securities market in Hong Kong or overseas; and had devoted sufficient time to the affairs of the Group that needed to be discussed, considered and approved in various Board and Board committee meetings as demonstrated in the record of his/her attendance to such meetings set out in Appendix II to this circular.

RECOMMENDATION OF THE BOARD FOR RE-ELECTION OF DIRECTORS AND THE REASONS THEREFOR

The Board held meeting on June 21, 2024 and approved the nomination committee’s nominations and recommended Ms. Hu to stand for re-election as an executive Director, Mr. Zou to stand for re-election as a non-executive Director, and each of Mr. Chow, Mr. Chan and Ms. Yuen to stand for re-election as an independent non-executive Director respectively by the Shareholders at the AGM. Each of Ms. Hu, Mr. Zou, Mr. Chow, Mr. Chan and Ms. Yuen has abstained from the discussion and voting at the Board meeting in respect of his/her own nomination. However, as mentioned above, Mr. Zou has informed the Company that he has decided not to stand for re-election at the AGM.

In view of the information set out in Appendix II to this circular, and in particular, the qualifications, perspectives, skills, experience and background of each of Ms. Hu, Mr. Chow, Mr. Chan and Ms. Yuen, their contributions and time commitment to the affairs of the Group (as demonstrated by their past attendance records for Board and/or Board committee meetings in the fifteen months ended March 31, 2024 (as the case may be)), and the diversity elements that each of them can bring to the Board, the Board considers that each of them is suitable to continue to serve the Board as a Director and the re-election of Ms. Hu, Mr. Chow, Mr. Chan and Ms. Yuen as Directors is in the interest of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

Reference is made to the announcement of the Company dated August 16, 2024. The Board proposed to amend the existing Bye-laws to, inter alia, (i) update and bring the Bye-laws in line with the latest GEM Listing Rules requirements, in relation to the expanded paperless listing regime and the dissemination of corporate communications by listed issuers to shareholders by way of electronic means or by making all of its corporate communication available on its website and the Stock Exchange’s website, which took effect from December 31, 2023, and (ii) clarify and reinstate the power of the Company to purchase or otherwise acquire its own shares (including its redeemable shares) for cancellation or to be held as treasury shares in view of the recent amendments to the GEM Listing Rules relating to treasury shares which took effect from June 11, 2024.

The details of the proposed amendments to the Bye-laws (the “ Bye-laws Amendments ”) are set out in the relevant special resolution in the Notice and are subject to the approval of the Shareholders at the AGM and, if approved, will become effective upon such approval.

Save for the Bye-laws Amendments, all other provisions of the existing Bye-laws remain

unchanged.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Bye-laws Amendments conform with the GEM Listing Rules (including the requirements of Appendix A1 to the GEM Listing Rules) and the legal advisers to the Company as to Bermuda laws have confirmed that the Bye-laws Amendments conform with the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the Bye-laws Amendments.

The Shareholders are advised that the Chinese translation set out in the Chinese version of this circular is for reference only. In case of any inconsistency, the English version shall prevail.

The full text of the Bye-laws (consolidating the Bye-laws Amendments for reference), if the Bye-laws Amendments are approved by the Shareholders at the AGM, will be published on the websites of the Stock Exchange and the Company on the date on which the Bye-laws Amendments are approved at the AGM by way of a special resolution.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

The Board proposes to amend the terms of the Share Award Scheme to conform with the amendments to Chapter 23 of the GEM Listing Rules relating to share schemes of listed issuers, which took effect from January 1, 2023.

Condition

Pursuant to the amended GEM Listing Rules, alterations to the terms and conditions of a share scheme which are of a material nature must be approved by Shareholders in general meeting. As the Proposed Amendments to the Share Award Scheme are of a material nature, the Proposed Amendments and the adoption of the Award Service Provider Sublimit will be conditional upon, among others, Shareholders’ approval at the AGM.

Details of the Proposed Amendments to the Share Award Scheme are set out in Appendix IV to this circular.

LETTER FROM THE BOARD

Proposed Amendments to the Share Award Scheme

The key changes entailed by the Proposed Amendments are set out below:

(a) to amend the definition of “Eligible Person”, as Employees, directors of any member of the Group, Related Entity Participants, and Service Providers;
(b) to elaborate the basis of determination of the Eligible Person to an award;
(c) to require approval by the Shareholders for refreshment of the Award Scheme Mandate Limit;
(d) to require approval by independent Shareholders for refreshment of the Award Scheme Mandate Limit within three years from the date of the Shareholders’ approval for the last refreshment (or, as the case may be, the amendment date of the Share Award Scheme);
(e) to adopt the Award Service Provider Sublimit;
(f) to specify that the total number of Shares issued and to be issued in respect of the Awards granted under the Share Award Scheme and options and awards granted under all other share scheme(s) of the Company to each Eligible Person in any 12-month period must not exceed 1% of the total number of Shares in issue;
(g) to require approval by the Shareholders in general meeting for grant of Awards to an Eligible Person, with such Eligible Person and his/her close associates (or his/her associates if such Eligible Person is a connected person) abstaining from voting, if the maximum number of Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and options and awards granted under all other share scheme(s) of the Company to such Eligible Person in any 12-month period up to and including the date of grant of the Awards will exceed 1% of the Shares in issue (excluding treasury Shares);
(h) to specify that any grant of Awards to any Director, chief executive or substantial shareholder of the Company, or any of their respective associates involving the issue of Shares, shall be subject to the prior approval of the independent non-executive Directors (excluding any independent non-executive Director who is the proposed Eligible Person in respect of the Award in question);
(i) to require approval by the Shareholders in general meeting for grant of Awards to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their associates, with the relevant selected participant, his/her associates and all core connected persons of the Company abstaining from voting, if the maximum number of Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and options and awards granted under all other share scheme(s) of the Company to such selected participant in any 12-month period up to and including the date of grant of the Award will exceed 0.1% of the Shares in issue (excluding treasury Shares);

LETTER FROM THE BOARD

(j) to require approval by the Shareholders in general meeting for grant of Awards to an independent non-executive Director or a substantial shareholder of the Company or any of their respective associates, with the relevant selected participant, his/her associates and all core connected persons of the Company abstaining from voting, if the maximum number of Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and options and awards granted under all other share scheme(s) of the Company to such selected participant in any 12-month period up to and including the date of grant of the Award will exceed 0.1% of the Shares in issue (excluding treasury Shares);
(k) to require a vesting period in respect of any Award of not less than 12 months or such other period as the GEM Listing Rules may prescribe or permit, or subject to specific circumstances as set out in the Share Award Scheme;
(l) to specify that unless the Board otherwise determines, there is no performance target which must be achieved by the selected participant before any of the Awards involving the issue of the Shares can become vested;
(m) to require approval by the Shareholders in general meeting for any alterations of the Share Award Scheme which are of a material nature or any alterations to the provisions relating to the matters set out in Rule 23.03 of the GEM Listing Rules; and
(n) to include other housekeeping amendments for the purpose of making consequential amendments in line with the proposed amendments to the Share Award Scheme, and to better align the wording with that of the GEM Listing Rules.

Details of the Proposed Amendments to the Share Award Scheme are set out in Appendix IV to this circular. The Board considers that the Proposed Amendments are in compliance with the requirements under Chapter 23 of the GEM Listing Rules.

Purpose of the Share Award Scheme

The purpose of the Share Award Scheme is to enable the Company to grant Awards to selected participants, as incentives and/or rewards for their contribution to the Group, to better reward the personnel who have contributed to the success and development of the Group, to incentivise them to remain with the Group, to motivate them to strive for the future development and expansion of the Group and to attract skilled and experienced personnel for the further development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

LETTER FROM THE BOARD

Explanation of the terms of the Share Award Scheme

Eligible Persons

The Eligible Persons of the Share Award Scheme include the Employees, directors of any member of the Group, the Related Entity Participants and the Service Providers.

In determining the eligibility of “Employees” and directors of any member of the Group to participate in the Share Award Scheme, the Board and/or the Remuneration Committee will consider, among other things, (a) their performance, (b) their skill, knowledge, experience, expertise and other personal qualities, (c) their time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, (d) the length of their employment with the Group and (e) their contribution or potential contribution to the development and growth of the Group.

The Board is of the view that the inclusion of the independent non-executive Directors as Eligible Persons is in line with the purpose of the Share Award Scheme and to better reward them for their contribution to the Group, having considered the basis of determining the eligibility of the independent non-executive Directors as set out above and will not impair the independence and impartiality of independent non-executive Directors for the following reasons: (i) approval by independent Shareholders in the manner prescribed under Rule 23.04(3) of the GEM Listing Rules will be required if any Award is to be granted to independent non-executive Directors (or any of their respective associates) which would result in the Shares issued and to be issued in respect of all Awards and other options and awards already granted 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 number of Shares in issue (excluding treasury Shares); (ii) the independent non-executive Directors are required to comply with the independence requirement under Rule 5.09 of the GEM Listing Rules; (iii) the Remuneration Committee and the Board will consider whether the remuneration package offered to independent non-executive Directors may affect the independent non-executive Directors’ objectivity and independence. It is expected that any equity-based remuneration that may be granted to any independent non-executive Director will make reference to the prevailing market benchmark as well as the time and effort devoted by the independent non-executive Director and such grant (if any) will only form part of (but not the integral of) the independent non-executive Director’s remuneration package; and (iv) the Board will be mindful of the recommended best practice under E.1.9 of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules, which recommends that issuers generally should not grant equity-based remuneration with performance-related elements to independent non-executive directors when considering any future grants of options or awards to the independent non-executive Directors. As at the Latest Practicable Date, the Company has no plan or intention to grant Awards to the independent non-executive Directors under the Share Award Scheme.

In determining the eligibility of “Service Providers” to participate in the Share Award Scheme, the Board will consider, among other things, (a) their potential or actual contribution to the business affairs of and benefits to the Group, (b) the period of engagement with the Group, (c) the business relationship with the Group, (d) their work experience, professional qualifications and knowledge in the industry, (e) the historical amounts of fees paid by the Group to obtain the services of the Service Providers, and (f) whether their services are provided on a continuing and recurring basis and in the Group’s ordinary course of business.

LETTER FROM THE BOARD

Set out below are the detailed descriptions of each type of Service Providers and the specific criteria for determining the eligibility of each type of Service Providers under the Share Award Scheme.

Category of the Service Provider

Contribution to the Group

Criteria for determining eligibility

Advisors and Providing advisory and consultants consultancy services for a wide range of factors, including but not limited to, research and development, marketing, pricing, regulatory policy, strategic planning, business development and investor relationship.

The factors the Board would consider include: (a) their potential or actual contribution to the business affairs of and benefits to the Group, (b) the period of engagement with the Group, (c) the business relationship with the Group, (d) their work experience, professional qualifications and knowledge in the industry, (e) the historical amounts of fees paid by the Group to obtain the services of the Service Providers, and (f) whether their services are provided on a continuing and recurring basis and in the Group’s ordinary course of business.

Suppliers of Service Providers under this services category are suppliers, which the Group engages for its day-to-day operation in the business of the Group including but not limited to electronic payment services, lottery, lifestyle, games and entertainment, marketing technical services, e-commerce and non-lottery hardware supply markets, and human resources services, IT services and administrative and integrated services.

In assessing whether a Service Provider provides services to the Group on a continuing and recurring basis, the Board will take into account factors such as: (i) the duration and nature of products or services provided to the Group in the past 6 months, and the recurrence and regularity of such products or services; (ii) the length of engagement of the Service Provider; and (iii) the Group’s objectives in engaging the Service Provider and how the grant of Awards to the Service Provider would align with the purpose of the Share Award Scheme or benefit the Group and the Shareholders.

LETTER FROM THE BOARD

In assessing whether a Service Provider provides services to the Group in its ordinary and usual course of business, the Board will take into account factors such as the nature of the services provided to the Group by the Service Provider, and whether such services form part of or are directly ancillary to the businesses conducted or will be conducted by the Group.

The Company has not grant any Awards to any service provider under the Share Award Scheme for the past five years up to the Latest Practicable Date.

In determining the eligibility of “Related Entity Participants” to participate in the Share Award Scheme, the Board will consider, among other things, (a) their individual performance and contributions to the ordinary and usual course of business of the Group, (b) the prevailing market practice and industry standard, (c) the length of their engagement with the Group, and (d) the historical amounts of fees paid by the Group to obtain the services of the Related Entity Participants.

The Directors (including independent non-executive Directors) are of the view that the various criteria for determining the eligibility of the Related Entity Participants and Service Providers as set out above will ensure that the grant of awards under the Share Award Scheme will be in line with the purpose of the Share Award Scheme and the long term interests of the Company and its Shareholders. Having considered that (a) the Related Entity Participants are valuable human resources to the Group as they often engage in projects or other business collaborations in connection with the Group’s businesses, which have contributed to the development and growth of the Group’s businesses; (b) the Service Providers have played significant roles in the Group’s business development and growth by contributing their specialised skills in fields such as research and development, innovation, marketing and other areas relating to the Group’s operations, and (c) the required disclosure to be made in the Company’s announcement on the grant of Awards if the grantee is a Related Entity Participant or a Service Provider with options and Awards granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding treasury Shares), the Directors (including independent non-executive Directors) are also of the view that the inclusion of the Related Entity Participants and the Service Providers under the Share Award Scheme is in line with the Company’s business needs and the industry norm, desirable and necessary from a commercial perspective in order to enhance the competitiveness of the Group and will not give rise to any material dilution effect on the shareholdings of the Company, and is therefore in the interest of the Company and its Shareholders as a whole.

The Company understands that whilst the Share Award Scheme is not restricted to executives and employees of the Group, the Share Award Scheme would not constitute an offer to the public and be subject to prospectus requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

In light of the above, the Board (including the independent non-executive Directors) is of the view that the composition and the criteria for selection of the Eligible Persons are fair and reasonable and align with the purpose of the Share Award Scheme to recognize their contributions made and to be made to the growth and development of the Group and the long-term interests of the Company and the Shareholders.

LETTER FROM THE BOARD

Award Scheme Mandate Limit and Award Service Provider Sublimit

Pursuant to the terms of the Share Award Scheme, the Award Scheme Mandate Limit represents 6% of the total number of Shares in issue as at the adoption date of the Share Award Scheme (excluding treasury Shares, if any) (i.e. 630,852,526 Shares) for the acquisition of existing Shares to satisfy the Awards (which is the existing Award Scheme Mandate Limit and will remain valid after the Proposed Amendments) and 3% of the total number of Shares in issue as at the date of approval of the Refreshed Scheme Limit for new Shares to be allotted and issued or transferred in respect of the Awards (i.e. 350,170,267 Shares). Should the Company hold any treasury Shares at the time an award is vested in a selected participant, it is the intention of the Company that the Board may at its absolute discretion decide to satisfy the same using treasury Shares in accordance with the terms of the Share Award Scheme and applicable requirements under the GEM Listing Rules.

The Board has also set the Award Service Provider Sublimit in respect of which Awards may be granted to the Service Providers under the Share Award Scheme, which is 1% of the Award Scheme Mandate Limit. Assuming there is no change in the number of issued Shares and treasury Shares during the period from the Latest Practicable Date to the effective date of the Proposed Amendments, the maximum number of Shares that can be allotted and issued or transferred under the Award Service Provider Sublimit is 6,308,525 Shares (for existing Shares) and 3,501,702 Shares (for new Shares), representing 1% of the Award Scheme Mandate Limit for existing Shares and new Shares respectively and in aggregate approximately 0.08% of the total issued Shares of the Company as at the Latest Practicable Date.

The basis for determining the Award Service Provider Sublimit includes (i) the potential dilution effect arising from grants to the Service Providers; (ii) the importance of striking a balance between achieving the purpose of the Share Award Scheme and protecting the Shareholders from the dilution effect from granting a substantial amount of Awards to the Service Providers; (iii) the extent of use of the Service Providers in the Group’s businesses, the current payment and/or settlement arrangement with the Service Providers; (iv) the expected contribution to the development and growth of the Company attributable to the Service Providers; and (v) the fact that the Company expects that a majority of Awards will be granted to the Employees and as such there is a need to reserve a larger portion of the Award Scheme Mandate Limit for grants to the Employees. Given the above, the Board considers that the Award Service Provider Sublimit would not lead to an excessive dilution of shareholdings of the existing Shareholders and is appropriate and reasonable.

The maximum number of Shares in respect of which Awards and Options may be granted under the Share Award Scheme and the New Share Option Scheme, and any options and awards which may be granted under any other share schemes of the Company to the Service Providers, shall not exceed 44,827,253 Shares, representing approximately 0.38% of the Shares in issue as at the Latest Practicable Date.

In any event, the maximum aggregate number of Shares which may be issued in respect of all Awards, Options, or options or awards which may be granted pursuant to the Share Award Scheme, the New Share Option Scheme and any other schemes of the Company must not exceed ten per cent (10%) of the Shares in issue as at the date of approval of the scheme limit (excluding treasury Shares).

LETTER FROM THE BOARD

Vesting Period

The vesting period in respect of any Awards shall not be less than twelve (12) months or such other period as the GEM Listing Rules may prescribe or permit. The Board or the Remuneration Committee (as the case may be) may determine a shorter vesting period in respect of the Awards if the Board or the Remuneration Committee (as the case may be) deems appropriate under the following scenarios:

(a) granting Awards to new employees to replace the Awards they forfeited (the “ Forfeited Awards ”) when leaving their previous employers. The vesting period for such Awards will be the same as the remaining vesting period of the Forfeited Awards (which may be less than 12 months);
(b) granting Awards to a selected participant whose employment or service (as the case may be) was terminated due to death, disability or event of force majeure;
(c) granting Awards which are subject to the fulfilment of performance targets (as opposed to time-based conditions);
(d) granting Awards the timing of which is determined by administrative or compliance requirements not connected with the performance of the selected participant, in which case the vesting date may be adjusted to take account of the date on which an offer of an Award would have been made earlier to the selected participant, if not for such administrative or compliance requirements;
(e) granting Awards with a mixed vesting schedule such that the Awards would be vested evenly over a period of 12 months; or
(f) granting Awards with a total vesting and holding period of more than 12 months.

The Board is of the view that the vesting period as detailed above provides the Company with the flexibility to offer competitive reward packages to the selected participants, in such circumstances that would be justified and reasonable, which are also consistent with the GEM Listing Rules and are therefore appropriate and in alignment with the purpose of the Share Award Scheme.

Performance Target

The Board shall have the power from time to time to establish and administer any performance targets in respect of the Share Award Scheme which may include, without limitation, (i) business performance and financial performance of the Group or specific business unit(s); (ii) attaining of corporate goals; (iii) individual performance appraisal; and/or (iv) other criteria determined by the Board as its sole and absolute discretions from time to time.

LETTER FROM THE BOARD

The Company will evaluate the actual performance and contribution of a selected participant against the performance targets set and form a view as to whether the relevant performance targets have been satisfied. Each performance target may be assessed either on a time basis (i.e., annually or cumulatively over a period of years) to previous years’ results or to a designated comparison group, or upon the completion of the milestone event(s) as specified in the award letter, in each case as specified by the Board. The Board is of the view that the terms of the Share Award Scheme in relation to the performance targets, give the Company more flexibility to provide incentives that it sees fit when attracting, retaining and motivating selected Eligible Persons that are valuable to the growth and development of the Group as a whole, which is in line with the purpose of the Share Award Scheme. Please refer to Appendix IV to this circular for details of the performance targets in respect of the Awards.

Clawback Mechanism

There is a clawback mechanism under the Share Award Scheme. The Company shall have the power to and may at its sole discretion (a) repurchase or procure the purchase of some or all of the vested Award from such selected participant or his/her transferee for no consideration; and (b) require such selected participant to pay the Company any and all payment in cash or other property in lieu of the vested Award which such selected participant has received from the Company pursuant to the Award, in the event of, among other things, cessation of a selected participant’s employment or service by the Company for cause, and performance of any act that may confer a competitive benefit or advantage upon any competitor of the Group, details of which are set out in Appendix IV to this circular. The Board considers that such clawback mechanism aligns with the purpose of the Share Award Scheme because selected participants who have triggered the clawback mechanism should not continue to benefit from the Awards (to the extent not yet vested).

Purchase Price of Awards

No consideration shall be payable by any selected participant on acceptance of an Award under the Share Award Scheme. The Directors consider that such arrangement align with the purpose of the Share Award Scheme where the Awards are intended to be granted to the Eligible Persons to reward their contributions to the Group.

General

As at the Latest Practicable Date, the Company has no immediate plan or intention to grant Awards under the Share Award Scheme after the Proposed Amendments become effective.

None of the Directors is and will be trustee of the Share Award Scheme or has a direct or indirect interest in the trustee (if any). With respect to the operation of the Share Award Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 23 of the GEM Listing Rules.

LETTER FROM THE BOARD

Pursuant to Rule 23.05A of the GEM Listing Rules, the trustees holding unvested shares of a share scheme, whether directly or indirectly, shall abstain from voting on matters that require Shareholders’ approval under the GEM Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such a direction is given. The trustees of the Share Award Scheme are TMF Trust (HK) Limited (holder of unvested Shares for non-connected persons) and BOCI Trustee (Hong Kong) Limited (holder of unvested Shares for connected persons), each of which is independent of the Company and its connected persons in accordance with the GEM Listing Rules. The trustees of the Share Award Scheme, who were interested in 230,574,225 Shares (representing approximately 1.98% of the issued share capital of the Company) as at the Latest Practicable Date, will be required to abstain from voting on the resolutions to approve the Proposed Amendments to the Share Award Scheme and the adoption of the Award Service Provider Sublimit at the AGM. Save for the aforesaid, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Proposed Amendments to the Share Award Scheme and the adoption of the Award Service Provider Sublimit at the AGM and is thus required to abstain from voting.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

Termination of the Existing Share Option Scheme

The Existing Share Option Scheme was adopted by an ordinary resolution of the Shareholders passed at the annual general meeting of the Company held on December 23, 2014 and is valid and effective for a period of 10 years from the date of its adoption, subject to early termination by the Company by ordinary resolution in a general meeting. In light of the amendments to Chapter 23 of the GEM Listing Rules which became effective from January 1, 2023 and the fact that the Existing Share Option Scheme will expire soon on December 22, 2024, the Board proposes to terminate the Existing Share Option Scheme and replace it with the New Share Option Scheme.

All share options granted under the Existing Share Option Scheme had expired during 2020 and no share options were granted thereafter. Accordingly, as at the Latest Practicable Date, there was no share options outstanding under the Existing Share Option Scheme. The Board confirms that it does not intend to grant any further share options under the Existing Share Option Scheme during the period from the Latest Practicable Date and up to the date of the AGM.

Adoption of the New Share Option Scheme

Ordinary resolutions will be proposed at the AGM for Shareholders to consider and if thought fit, approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme subject to and conditional upon the New Share Option Scheme becoming effective. The New Share Option Scheme is in compliance with the latest requirements under Chapter 23 of the GEM Listing Rules.

LETTER FROM THE BOARD

Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to attract and retain the best quality personnel for the development of the Group’s businesses; provide additional incentives or rewards to selected Eligible Participants for their contribution to the creation of the Company’s value; and promote the long term financial success of the Group by aligning the interests of the Grantees with those of the Shareholders.

Explanation of the terms of the New Share Option Scheme

Eligible Participants

The Eligible Participants of the New Share Option Scheme include the Employees, the Related Entity Participants and the Service Providers.

In determining the eligibility of Employees to participate in the New Share Option Scheme, the Board and/or the Remuneration Committee will consider, among other things, (a) their performance, (b) their skill, knowledge, experience, expertise and other personal qualities, (c) their time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, (d) the length of their employment with the Group and (e) their contribution or potential contribution to the development and growth of the Group.

The Board is of the view that the inclusion of the independent non-executive Directors as Eligible Participants will not impair the independence and impartiality of independent non-executive Directors for the following reasons: (i) approval by independent Shareholders in the manner prescribed under Rule 23.04(3) of the GEM Listing Rules will be required if any Option is to be granted to independent non-executive Directors (or any of their respective associates) which would result in the Shares issued and to be issued upon exercise of all Options and other options and awards already granted 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 number of Shares in issue (excluding treasury Shares); (ii) the independent non-executive Directors are required to comply with the independence requirement under Rule 5.09 of the GEM Listing Rules; (iii) the Remuneration Committee and the Board will consider whether the remuneration package offered to independent non-executive Directors may affect the independent non-executive Directors’ objectivity and independence. It is expected that any equity-based remuneration that may be granted to any independent non-executive Director will make reference to the prevailing market benchmark as well as the time and effort devoted by the independent non-executive Director and such grant (if any) will only form part of (but not the integral of) the independent non-executive Director’s remuneration package; and (iv) the Board will be mindful of the recommended best practice under E.1.9 of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules, which recommends that issuers generally should not grant equity-based remuneration with performance-related elements to independent non-executive directors when considering any future grants of options or awards to the independent non-executive Directors. As at the Latest Practicable Date, the Company has no plan or intention to grant Options to the independent non-executive Directors under the New Share Option Scheme.

LETTER FROM THE BOARD

In determining the eligibility of Service Providers to participate in the New Share Option Scheme, the Board will consider, among other things, (a) their potential or actual contribution to the business affairs of and benefits to the Group, (b) the period of engagement with the Group; (c) the business relationship with the Group, (d) their work experience, professional qualifications and knowledge in the industry, (e) the historical amounts of fees paid by the Group to obtain the services of the Service Providers, and (f) whether their services are provided on a continuing and recurring basis and in the Group’s ordinary course of business, which will be assessed with reference to, among other things, the frequency of such services as compared to those provided by the Group’s regular employees.

Set out below are the detailed descriptions of each type of Service Providers and the specific criteria for determining the eligibility of each type of Service Providers under the New Share Option Scheme.

Category of the Service Provider

Contribution to the Group

Criteria for determining eligibility

Advisors and consultants

Providing advisory and consultancy services for a wide range of factors, including but not limited to, research and development, marketing, pricing, regulatory policy, strategic planning, business development and investor relationship.

Suppliers of services

Service Providers under this category are suppliers, which the Group engages for its day-to-day operation in the business of the Group including but not limited to electronic payment services, lottery, lifestyle, games and entertainment, marketing technical services, e-commerce and non-lottery hardware supply markets, and human resources services, IT services and administrative and integrated services.

LETTER FROM THE BOARD

In assessing whether a Service Provider provides services to the Group on a continuing and recurring basis, the Board will take into account factors such as: (i) the duration and nature of products or services provided to the Group in the past 6 months, and the recurrence and regularity of such products or services; (ii) the length of engagement of the Service Provider; and (iii) the Group’s objectives in engaging the Service Provider and how the grant of Options to the Service Provider would align with the purpose of the New Share Option Scheme or benefit the Group and the Shareholders.

The Company has not granted any options to any service provider under the Existing Share Option Scheme for the past five years up to the Latest Practicable Date.

In determining the eligibility of the Related Entity Participants to participate in the New Share Option Scheme, the Board will consider, among other things, (a) their individual performance and contributions to the ordinary and usual course of business of the Group, (b) the prevailing market practice and industry standard, (c) the length of their engagement with the Group, and (d) the historical amounts of fees paid by the Group to obtain the services of the Related Entity Participants.

Having considered that (a) the Related Entity Participants are valuable human resources to the Group as they often engage in projects or other business collaborations in connection with the Group’s businesses, which have contributed to the development and growth of the Group’s businesses; (b) the Service Providers have played significant roles in the Group’s business development and growth by contributing their specialised skills in fields such as research and development, innovation, marketing and other areas relating to the Group’s operations, and (c) the required disclosure to be made in the Company’s announcement on the grant of Options if the grantee is a Related Entity Participant or a Service Provider with Options and awards granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding treasury Shares), the Directors (including the independent non-executive Directors) are of the view that the various criteria for determining the eligibility of the Related Entity Participants and Service Providers as set out above will ensure that the grant of Options under the New Share Option Scheme will be in line with the purpose of the New Share Option Scheme and the long term interests of the Company and its Shareholders. The Directors (including the independent non-executive Directors) are also of the view that the inclusion of the Related Entity Participants and the Service Providers under the New Share Option Scheme is in line with the Company’s business needs and the industry norm, desirable and necessary from a commercial perspective in order to enhance the competitiveness of the Group and will not give rise to any material dilution effect on the shareholdings of the Company, and is therefore in the interest of the Company and its Shareholders as a whole.

In light of the above, the Board (including the independent non-executive Directors) is of the view that the composition and the criteria for selection of the Eligible Participants are fair and reasonable and align with the purpose of the New Share Option Scheme to recognize their contributions made and to be made to the growth and development of the Group and the long-term interests of the Company and the Shareholders.

LETTER FROM THE BOARD

Option Scheme Mandate Limit and Option Service Provider Sublimit

As at the Latest Practicable Date, the issued share capital of the Company comprised of 11,672,342,235 Shares and there are no treasury Shares. Assuming that there is no change in the number of issued Shares and treasury Shares during the period from the Latest Practicable Date to the Adoption Date, the Option Scheme Mandate Limit would be 350,170,267 Shares, which represents 3% of the total number of Shares in issue as at the Adoption Date (excluding treasury Shares, if any). Should the Company hold any treasury Shares at the time an Option is exercised by a Grantee, it is the intention of the Company that the Board may at its absolute discretion decide to satisfy the same using treasury Shares in accordance with the terms of the New Share Option Scheme and applicable requirements under the GEM Listing Rules.

The Board has also set the Option Service Provider Sublimit in respect of the total number of new Shares which may be allotted and issued or transferred upon exercise of all options to be granted to the Service Providers under the New Share Option Scheme to be 10% of the Option Scheme Mandate Limit. Assuming there is no change in the number of issued Shares and treasury Shares during the period from the Latest Practicable Date to the Adoption Date, the maximum number of Shares that can be allotted and issued or transferred under the Option Service Provider Sublimit upon exercise of all options to be granted to the Service Providers under the New Share Option Scheme is 35,017,026 Shares, representing 0.3% of the Shares in issue (excluding treasury Shares, if any).

The basis for determining the Option Service Provider Sublimit includes (i) the potential dilution effect arising from grants to the Service Providers; (ii) the importance of striking a balance between achieving the purpose of the New Share Option Scheme and protecting the Shareholders from the dilution effect from granting a substantial amount of options to the Service Providers; (iii) the extent of use of the Service Providers in the Group’s businesses, the current payment and/or settlement arrangement with the Service Providers; (iv) the expected contribution to the development and growth of the Company attributable to the Service Providers; and (v) the fact that the Company expects that a majority of Options will be granted to the Employees and as such there is a need to reserve a larger portion of the Option Scheme Mandate Limit for grants to the Employees. Given the above, the Board considers that the Option Service Provider Sublimit would not lead to an excessive dilution of the shareholdings of the existing Shareholders and is appropriate and reasonable.

Vesting Period

The vesting period in respect of any Options shall not be less than twelve (12) months (or, in the case of Options granted to Employees only, such other period as the GEM Listing Rules may prescribe or permit from time to time). The Board may determine a shorter vesting period in respect of the Options granted to Grantee(s) if the Board and/or the Remuneration Committee (as the case may be) deems appropriate under the following scenarios:

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

LETTER FROM THE BOARD

(b) grants of “make-whole” Options to existing key personnel of a newly acquired subsidiary of the Company to replace the share options they forfeited upon the acquisition of the subsidiary by the Company;
(c) grants to a participant whose employment is terminated due to death or disability or occurrence of any out of control event. In those circumstances the vesting of Options may accelerate;
(d) grants of Options with performance-based vesting conditions provided in the New Share Option Scheme, in lieu of time-based vesting criteria;
(e) grants that are made in batches during a year for administrative and compliance reasons, including Options which should have been granted earlier but had to wait for a subsequent batch;
(f) grants of Options with a mixed or accelerated vesting schedule such as where the Options may vest evenly over a period of 12 months; and
(g) grants of Options with a total vesting and holding period of more than 12 months.

The Board and the Remuneration Committee are of the view that the vesting period as detailed above provides the Company with the flexibility to offer competitive remuneration and reward packages to Grantees, on an ad hoc basis, in such circumstances that would be justified and reasonable, which is also consistent with the GEM Listing Rules and is therefore appropriate and in alignment with the purpose of the New Share Option Scheme.

Performance Target

The Board may at its absolute discretion specify any performance targets or such other targets which must be achieved before the Options can become vested and exercisable in the relevant offer letter in relation to grant of the Options which may include, without limitation, (i) business performance and financial performance of the Group or specific business unit(s); (ii) attaining of corporate goals; (iii) individual performance appraisal; and/or (iv) other criteria determined by the Board as its sole and absolute discretions from time to time.

The Company will evaluate the actual performance and contribution of a Grantee against the performance targets set and form a view as to whether the relevant performance targets have been satisfied. Each performance target may be assessed either on a time basis (i.e., annually or cumulatively over a period of years) to previous years’ results or to a designated comparison group, or upon the completion of the milestone event(s) as specified in the grant letter, in each case as specified by the Board. The Board is of the view that the terms of the New Share Option Scheme, which grant the Board the discretion to specify performance targets, gives the Company more flexibility to provide incentives that they see fit when attracting, retaining and motivating selected Eligible Participants that are valuable to the growth and development of the Group as a whole, which is in line with the purpose of the New Share Option Scheme.

LETTER FROM THE BOARD

Clawback Mechanism

There is a clawback mechanism under the New Share Option Scheme. The Board may at its absolute discretion forfeit all the outstanding Options granted to the relevant Grantee (to the extent not yet vested and exercised) in the event of, among other things, serious misconduct and a material misstatement in the Group’s financial statements, details of which are set out in paragraph 18 in Appendix V to this circular. The Board considers that such clawback mechanism aligns with the purpose of the New Share Option Scheme because Grantees who have triggered the clawback mechanism should not continue to benefit from the Options (to the extent not yet vested and exercised).

Subscription Price

The Board may in its absolute discretion determine the subscription price in respect of any particular Option at the time of grant, provide that such subscription price shall not be less than whichever is the higher of: (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant; (b) the average closing prices of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the date of grant; and (c) the nominal value of a Share. The Board considers that such basis for determining the subscription price will serve to preserve the value of the Company and encourage the Eligible Participants to acquire proprietary interests in the Company.

Based on the above, the Board considers that the adoption of the New Share Option Scheme is in the interests of the Company and the Shareholders as a whole, and would enable the purpose of the New Share Option Scheme as set out above to be achieved.

Others

As at the Latest Practicable Date, the Company has no immediate plan or intention to grant Options under the New Share Option Scheme after the adoption of the New Share Option Scheme.

No trustee will be appointed under the New Share Option Scheme. None of the Directors is and will be trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee (if any). With respect to the operation of the New Share Option Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 23 of the GEM Listing Rules.

LETTER FROM THE BOARD

Pursuant to Rule 23.05A of the GEM Listing Rules, the trustees holding unvested shares of a share scheme, whether directly or indirectly, shall abstain from voting on matters that require Shareholders’ approval under the GEM Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such a direction is given. The trustees of the Share Award Scheme, who were interested in 230,574,225 Shares (representing approximately 1.98% of the issued share capital of the Company) as at the Latest Practicable Date, will be required to abstain from voting on the resolutions to approve the termination of the Existing Share Option Scheme, the adoption of the New Share Option Scheme, and the adoption of the Option Scheme Mandate Limit and the Option Service Provider Sublimit at the AGM. Save for the aforesaid, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the termination of the Existing Share Option Scheme, the adoption of the New Share Option Scheme, and the adoption of the Option Scheme Mandate Limit and the Option Service Provider Sublimit at the AGM and is thus required to abstain from voting.

The Company understands that whilst the New Share Option Scheme is not restricted to executives and employees of the Group, the adoption of the New Share Option Scheme would not constitute an offer to the public and be subject to prospectus requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the AGM is set out in Appendix V to this circular.

Conditions

The adoption of the New Share Option Scheme is conditional upon:

(a) the passing of the resolutions by the Shareholders at the AGM to approve and adopt the New Share Option Scheme and to authorise the Board to grant Options pursuant to the New Share Option Scheme and to allot and issue Shares pursuant to the exercise of any Options (including the passing of a separate resolution approving the grant of Options under the New Share Option Scheme to Service Providers and the Option Service Provider Sublimit); and
(b) the GEM Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be issued upon the exercise of subscription rights attaching to the Options to be granted under the New Share Option Scheme.

Application for Listing

Application will be made to the GEM Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme. The New Share Option Scheme will take effect on the date of its adoption at the AGM subject to such listing approval aforementioned.

LETTER FROM THE BOARD

Value of the Options

The Directors consider that it is not appropriate to state the value of all the Options that may 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 subscription price and other terms and conditions to which an Option may be subject) crucial for valuation cannot be predicted or ascertained and may vary from case to case. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on assumptions would be speculative and not meaningful, and indeed might be misleading to the Shareholders.

ANNUAL GENERAL MEETING

The following are the details of the AGM:

Date: Monday, September 9, 2024

Time: 11:00 a.m. Venue: Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong

The Notice is set out on pages 95 to 104 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or adjourned meeting thereof (as the case may be). Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire. The voting in respect of the proposed resolutions contained in the Notice will be conducted by way of poll at the AGM as prescribed under the GEM Listing Rules. An announcement on the poll results will be made by the Company after the AGM.

RECOMMENDATION

The Directors consider that the resolutions proposed in relation to (i) the granting of general mandates to issue new Shares and buy back Shares, and the extension to the general mandate to issue Shares; (ii) the re-election of Directors; (iii) the amendments to the Bye-laws; (iv) the Proposed Amendments to the Share Award Scheme; and (v) the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme of the Company in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favor of all the resolutions to be proposed at the AGM.

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. 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.

DOCUMENT ON DISPLAY

A copy of the New Share Option Scheme will be published on the Company’s website at www.agtech.com and the “HKEXnews” website at www.hkexnews.hk of the Stock Exchange for a period of not less than 14 days before the date of the AGM and is also made available for inspection at the AGM.

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorizing the Buy-back Mandate.

This explanatory statement contains information required pursuant to the GEM Listing Rules.

1. EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised 11,672,342,235 Shares, and the Company did not have any treasury Shares.

Subject to the passing of resolution no. 4(ii) at the AGM and on the basis that no further Shares are issued or purchased by the Company prior to the AGM, the Company would be allowed under the Buy-back Mandate to purchase a maximum of 1,167,234,223 Shares (equivalent to 10% of the issued Shares (excluding treasury Shares, if any) as at the date of the AGM). The authority conferred on the Directors by the Buy-back Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s bye-laws or any applicable law to be held; or (c) the revocation or variation of the resolution regarding the Buy-back Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

The Directors will, so far as the same may be applicable, exercise the Buy-back Mandate in accordance with the GEM Listing Rules and the applicable laws of Bermuda.

As at the Latest Practicable Date, the public float of the Company is approximately 26.3%. The Directors have no intention to exercise the Buy-back Mandate in full or to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

2. REASONS FOR BUY-BACKS OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Buy-backs of Shares will only be made when the Directors believe that such a purchase will benefit the Company and the Shareholders as a whole.

If the Company buys back any Shares pursuant to the Buy-back Mandate, the Company may (i) cancel such 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 of such buy-back. On the one hand, Shares bought back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company. On the other hand, Shares bought back and held by the Company in treasury may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the GEM Listing Rules, the Company’s memorandum of association and bye-laws and the applicable laws of Bermuda.

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, the Company has no intention to cancel the repurchased Shares following settlement of any such repurchase or hold them as treasury shares but the Company may cancel any Shares it repurchased and/or hold them as treasury Shares subject to, market conditions and its capital management needs at the relevant time of the repurchases.

3. FUNDING OF PURCHASES

Any purchases of Shares will only be funded out of funds of the Company legally available for the purposes in accordance with the Company’s memorandum of association and bye-laws and the applicable laws of Bermuda. A listed company may not purchase its own shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of GEM from time to time.

It is presently proposed that any purchases of Shares would be made out of capital paid up on the purchased Shares, profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such purchase, from profits of the Company or from the Company’s share premium account. The purchases of Shares made out of capital will be conditional upon the fact that immediately following the date on which payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

4. STATUS OF PURCHASED SHARES

To the extent that any treasury Shares are deposited with CCASS pending resale, 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. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

Notwithstanding anything contrary to the foregoing, the holding and/or use of the treasury Shares is subject to the special resolution(s) in relation to the Bye-laws Amendments as set out in this circular being approved by the Shareholders.

5. EFFECT OF EXERCISE OF THE BUY-BACK MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the 2023/2024 Annual Report) in the event that the Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back Mandate to such an 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 opinion of the Directors are from time to time appropriate for the Company.

EXPLANATORY STATEMENT

APPENDIX I

6. INTENTION OF DEALINGS

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, has any present intention, if the Buy-back Mandate is approved by Shareholders, to sell any Shares to the Company. No core connected person of the Company (as defined in the GEM Listing Rules) has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company or has undertaken not to sell his/her/its Shares to the Company in the event that the Company is authorized to make buy-backs of Shares.

7. TAKEOVERS CODE CONSEQUENCES

If as a result of a buy-back of Shares, 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 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Ali Fortune (being the controlling shareholder of the Company) and parties acting in concert with it held approximately 55.71% of the issued Shares. Should the Directors exercise the Buy-back Mandate in full, the shareholding of Ali Fortune and parties acting in concert with it will be increased to approximately 61.90% of the issued share capital of the Company (assuming they do not sell any Shares before the buy-back). In the opinion of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

8. SHARE BUY-BACKS MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company in the previous six months prior to the Latest Practicable Date, whether on GEM or otherwise.

EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

The highest and lowest prices of the Shares as quoted by the Stock Exchange in each of the previous 12 months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2023
August	0.255	0.211
September	0.244	0.199
October	0.214	0.198
November	0.208	0.178
December	0.247	0.185
2024
January	0.234	0.195
February	0.229	0.205
March	0.265	0.224
April	0.240	0.199
May	0.222	0.190
June	0.205	0.178
July	0.201	0.156
August (up to the Latest Practicable Date)	0.168	0.155

10. GENERAL

The Company confirms that neither the explanatory statement on the Buy-back Mandate set out in this appendix nor the Buy-back mandate has any unusual features.

APPENDIX II INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Information of the four Directors standing for re-election at the AGM, namely Ms. Hu, Mr. Chow, Mr. Chan and Ms. Yuen, is set out below:

1. Ms. Hu Taoye (“Ms. Hu”)

Role and functions on the Board

Executive Director, Chief Financial Officer of the Group and a member of the risk management and internal control committee of the Company – primarily responsible for overseeing financial, risk management and internal control matters of the Group

Age

Director since

January 30, 2019

Current position(s) outside the Group

Not applicable

Past offices/working experience

From 2001 to early 2008, she worked for KPMG and her last position with KPMG was audit manager
Ms. Hu joined Alibaba Group in February 2008. During February 2008 to May 2014, Ms. Hu served as an internal control director and a financial controller of the B2B and Alibaba Cloud divisions of Alibaba Group. After that, she served as a financial controller of AutoNavi and UC Web, under Alibaba Mobile Internet Division of Alibaba Group until June 2016. Prior to joining the Group, Ms. Hu was a financial controller of the digital media and entertainment division of Alibaba Group

Perspectives, skills and • corporate management skills experience that the Director can bring to the Board •

extensive financial knowledge and deep understanding of Alibaba Group’s businesses
solid experience in financial reporting and internal control systems

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Qualifications

Bachelor degree in Economics from Renmin University of China in the PRC in July 2001
was admitted as a practising member of the Chinese Institute of Certified Public Accountants in July 2003 and a non-practising member of such institute since March 2008
was also admitted as a member and a fellow member of The Association of Chartered Certified Accountants (ACCA) in November 2005 and November 2010 respectively

Meetings attended/held

during the fifteen months ended March 31, 2024

(the “ 15-Month Period ”):

Board 10/10 (100%)
Audit Committee N/A*
Remuneration N/A* Committee
Nomination Committee N/A*
Corporate Governance N/A* Committee
Risk Management and 6/6 (100%) Internal Control Committee
Annual General Meeting 1/1 (100%)
Special General Meeting 2/2 (100%)
N/A* = not applicable because the Director is not a member of such Board committee

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Diversity elements that can be contributed by the Director to the Board

addition of a female Director to the Board to ensure different views from different genders are considered
different age to ensure a balanced mix of conservative and ambitious experience from relatively sophisticated veteran and energetic young Directors (“ Age ”)
different tenure of service with the Company to ensure the consistency of business strategies implemented by the veteran Directors being complemented by new ideas from relatively new Directors (“ Tenure ”)

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Letter of appointment and remuneration

Basis of determination of remuneration package

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than her appointment as a Director)

Ms. Hu had interests in 1,634,000 Shares and 3,750,000 restricted Share units (granted under the Share Award Scheme) of the Company as at the Latest Practicable Date. Ms. Hu had interests in 149,416 ordinary shares of Alibaba Holding, which represented the underlying shares of 16,952 American depository shares (“ ADS(s)* ”) and 1,725 restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO, as at the Latest Practicable Date

A service agreement (as amended and supplemented by supplemental agreements dated March 20, 2020 and March 24, 2022) has been entered into between the Company and Ms. Hu for an initial term commencing from January 30, 2019, and ending on April 1, 2024, which is renewable automatically for successive term of one year each upon expiry of each term, subject to retirement by rotation and re-election at general meeting of the Company pursuant to the Company’s bye-laws and either party thereto may terminate such agreement by giving the other party not less than three months’ written notice. Ms. Hu is entitled to a fixed basic salary of RMB120,000 per month (plus a discretionary bonus).

determined by the Board upon the recommendation of the remuneration committee of the Company by reference to Ms. Hu’s experience and responsibilities in the Company and the prevailing market conditions

N/A

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

2. Mr. Chow Siu Lui (“Mr. Chow”)

Role and functions on the Board

Independent non-executive Director and chairman of each of the audit committee and the remuneration committee, and also a member of the nomination committee of the Company – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for safeguarding the interests of the minority Shareholders

Age 63

Director since January 24, 2022

Current position(s) outside the • an independent non-executive director of Genertec Group Universal Medical Group Company Limited (SEHK: 2666)
an independent non-executive director of China Everbright Greentech Limited (SEHK: 1257)
an independent non-executive director of Futong Technology Development Holdings Limited (SEHK: 465)
an independent non-executive director of China Tobacco International (HK) Company Limited (SEHK: 6055)
Past offices/working • an independent non-executive director for Sinco experience Pharmaceuticals Holdings Limited (SEHK: 6833) from February 2016 to November 2018
an independent non-executive director for Fullshare Holdings Limited (SEHK: 607) from December 2013 to December 2021
an independent non-executive director for Shanghai Dazhong Public Utilities (Group) Co., Ltd. (SEHK: 1635) from April 2016 to May 2022
an independent non-executive director for Global Cord Blood Corporation (New York Stock Exchange: CO) from October 2019 to October 2022

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

a non-executive director for Renrui Human Resources Technology Holdings Limited (SEHK: 6919) from July 2018 to April 2023
a partner of VMS Investment Group (HK) Limited, responsible for private equities investment, including due diligence of all investment projects
worked in KPMG Hong Kong for about 28 years and was admitted as one of its partners in 1995, mainly responsible for providing advice in group structuring prior to initial public offering and fund raising in local and overseas stock exchanges
was a previous chairman of the investment strategy task force of the Hong Kong Chartered Governance Institute (formerly known as Hong Kong Institute of Chartered Secretaries) and the Mainland Development Strategies Advisory Panel of the Hong Kong Institute of Certified Public Accountants
Perspectives, skills and • extensive experience in fund raising and initial public experience that the Director offering activities can bring to the Board
corporate management skills
extensive knowledge and experience in accounting and financial fields
Qualifications • a Professional Diploma in Accountancy from the Hong Kong Polytechnic University (formerly known as Hong Kong Polytechnic) in November 1983
a fellow of the Association of Chartered Certified Accountants in July 1991
a fellow of the Chartered Governance Institute in October 2009

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

a fellow of the Hong Kong Chartered Governance Institute in October 2009
a fellow of the Hong Kong Institute of Certified Public Accountants in December 1993

Meetings attended/held during the 15-Month Period:

Board 9/10 (90%)
• Audit Committee 6/6 (100%) • Remuneration 4/4 (100%) Committee
Nomination Committee 2/2 (100%)
Corporate Governance N/A* Committee
Risk Management and N/A* Internal Control Committee
Annual General Meeting 1/1 (100%)
Special General Meeting 2/2 (100%)

N/A* = not applicable because the Director is not a member of such Board committee

Diversity elements that can be • Age contributed by the Director to the Board • Tenure

acting as independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests
having directorship experience with other public companies and sharing such experience with the Board to help it keep abreast of the current practices of other public companies

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Interests in Shares or share Nil options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Service agreement and remuneration

Mr. Chow was appointed by way of a service agreement with an initial term of one year commencing from January 24, 2022 and automatically renewable for successive terms of one year each commencing from the day next after the expiry of the then current term unless terminated by either party thereto giving the other party not less than one calendar month’s notice in writing. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Company’s bye-laws. Mr. Chow is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment) under the service agreement

Basis of determination of remuneration package

determined with reference to the duties and responsibilities of Mr. Chow with the Group and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Nil

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

3. Mr. Chan Ka Leong (“Mr. Chan”)

Age 47 Director since May 3, 2024 Current position(s) outside the • a member of the Executive Council of the Macau Special Group Administrative Region

a member of the Guangdong Provincial Committee of the Chinese People’s Political Consultative Conference
President of the General Union of Neighbourhood Associations of Macau* (澳門街坊會聯合總會)
President at Macau Kai Yuen Publishing House* (澳門啟元出版社)

Perspectives, skills and • corporate management skills experience that the Director can bring to the Board

Qualifications

Bachelor’s degree in enterprise management from Guanghua School of Management, Peking University in July 2000
Master’s degree in mathematics from the University of Macau in October 2006

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Meetings attended/held during the 15-Month Period:

Not applicable (not yet appointed as Director during the 15-Month Period)

Diversity elements that can be contributed by the Director to the Board

Age
Tenure
acting as an independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests

Interests in Shares or share Nil options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Service agreement and remuneration

Mr. Chan was appointed by way of a service agreement with an initial term of one year commencing from May 3, 2024 and automatically renewable for successive terms of one year each commencing from the day next after the expiry of the then current term unless terminated by either party thereto giving the other party not less than one calendar month’s notice in writing. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Company’s bye-laws. Mr. Chan is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment) under the service agreement

Basis of determination of remuneration package

determined with reference to the duties and responsibilities of Mr. Chan with the Group and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Nil

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

4. Ms. Yuen Kit Ming Fanny (“Ms. Yuen”)

Role and functions on the Independent non-executive Director and a member of the audit Board committee, the nomination committee and the remuneration committee of the Company – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for safeguarding the interests of the minority Shareholders Age 54 Director since May 14, 2024 Current position(s) outside the • Nil Group Past offices/working • general manager for decision analytics in Greater China experience South in Experian Hong Kong Limited from March 2010 to September 2012

managing director for financial services in Accenture Company Limited from May 2013 to October 2023
a member of the Departmental Advisory Committee of Department of Information Systems in City University of Hong Kong from May 2021 to April 2024
an assessor of FinTech Award Assessment Team for Hong Kong ICT Awards 2020, 2021 and 2023
Perspectives, skills and • corporate management skills experience that the Director can bring to the Board • extensive experience in management consulting services (with focus on banking, capital markets and fintech development), information services, data analytics, sales and marketing (serving primarily clients in the financial services industry)

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Qualifications • Bachelor’s degree in English language and literature from Hong Kong Baptist University in 1992

Meetings attended/held during Not applicable (not yet appointed as Director during the the 15-Month Period: 15-Month Period) Diversity elements that can be • Age contributed by the Director to the Board • Tenure

addition of a female Director to the Board to ensure different views from different genders are considered
acting as an independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests

Interests in Shares or share Nil options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Letter of appointment and remuneration

Ms. Yuen was appointed by way of a service agreement with an initial term of one year commencing from May 14, 2024 and automatically renewable for successive terms of one year each commencing from the day next after the expiry of the then current term unless terminated by either party thereto giving the other party not less than one calendar month’s notice in writing. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Company’s bye-laws. Ms. Yuen is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment) under the service agreement

Basis of determination of remuneration package

determined with reference to the duties and responsibilities of Ms. Yuen with the Group and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Relationship with other

Nil

Directors, senior management or substantial or controlling Shareholders of the Company (other than her appointment as a Director)

Save as disclosed above, as at the Latest Practicable Date, none of Ms. Hu, Mr. Chow, Mr. Chan and Ms. Yuen (i) had any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (ii) had any interest in the Shares within the meaning of Part XV of the SFO; (iii) held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) held other positions with the Company and other members of the Group, or other major appointments and professional qualifications; and (v) had any other matters that needed to be brought to the attention of the Shareholders nor was there any other information that was required to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules.

# The English translation of the Chinese company name(s) in this circular are included for reference only and should not be regarded as the official English translation of such Chinese company name(s).
The shareholders of Alibaba Holding approved an increase in the number of authorized ordinary shares and a one-to-eight share subdivision of Alibaba Holding’s ordinary shares, including all outstanding options, restricted share units and share awards at the annual general meeting held on July 15, 2019 (the “ Share Subdivision ”). The Share Subdivision was effective on July 30, 2019. As a result of the Share Subdivision, one American depositary share of Alibaba Holding shall represent eight ordinary shares. The number of shares/underlying shares held by each of the relevant Directors stated herein has been adjusted to take into account the effect of the Share Subdivision.

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

The following sets out the Bye-laws Amendments to be approved by the Shareholders pursuant to special resolution no. 8 in the Notice:

(a) Bye-law 1 be amended by deleting the words “electron magnetic” and replacing it with the word “similar” in the definition of “electronic communication”.
(b) Bye-law 2 be amended by inserting the following new subparagraph (r) after subparagraph (q):
“(r) to the extent any provision in these Bye-laws contradicts or is inconsistent with any provision of Part II or Part III of the Electronic Transactions Act 1999 (as amended from time to time) (“ ETA ”) or Section 2AA of the Act, the provisions in these Bye-laws shall prevail; they shall be deemed as an agreement between the Company and the Members to vary the provisions of the ETA and/or to override the requirement of Section 2AA of the Act, as applicable.”
(c) Bye-law 3 be amended by deleting the subparagraph (2) in its entirety and replacing it with the following:
“(2) Subject to the Act and, where applicable, the Listing Rules and/or the rules of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares (including its redeemable shares) for cancellation or to be held as treasury shares, as well as warrants or other securities, and such power shall be exercisable by the Board on such terms and conditions as the Board may determine.”
(d) Bye-law 151 be deleted in its entirety and replaced with the following:
“151. The requirement to send to a person referred to in Bye-law 149 the documents referred to in that provision or a summary financial report in accordance with Bye-law 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Bye-law 149 and, if applicable, a summary financial report complying with Bye-law 150, in any manner permitted by these Bye-laws, including on the Company’s computer network.”

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(e) Bye-law 158 be deleted in its entirety and replaced with the following:

“158. (1) Any Notice or document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Bye-laws from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means:

 - (a) by serving it personally on the relevant person;

 - (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

 - (c) by delivering or leaving it at such address as aforesaid;

 - (d) by placing an advertisement in appointed newspapers or other publication and where applicable, (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange;

 - (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Bye-law 158(3) without the need for any additional consent or notification;

 - (f) by publishing it on the Company’s website or the website of the Designated Stock Exchange without the need for any additional consent or notification;

 - (g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

(2) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
(3) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Bye-laws may register with the Company an electronic address to which Notices can be served upon him.

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

  - (4) Subject to any applicable laws, rules and regulations and the terms of these Bye-laws, any notice, document or publication, including but not limited to the documents referred to in Bye-laws 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such member.”

(f) Bye-law 159 be deleted in its entirety and replaced with the following:
“159. Any Notice or other document:
- (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
- (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent;
- (c) if placed or published on either the Company’s website or the website of the Designated Stock Exchange, shall be deemed to have been given or served on the day on which the notice, document or publication first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules;
- (d) if served or delivered in any other manner contemplated by these Bye laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and
- (e) if published as an advertisement in a newspaper or other publication permitted under these Bye-laws, shall be deemed to have been served on the day on which the advertisement first so appears.”

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

The following is the details of the proposed amendments to the principal terms of the Share Award Scheme to be approved and adopted by the Shareholders by ordinary resolution at the AGM.

AGTECH HOLDINGS LIMITED

RULES RELATING TO THE

AGTECH HOLDINGS LIMITED

SHARE AWARD SCHEME (Adopted by the Board on 17 March 2017 and amended on 9 September 2024)

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

Rule		Page
1.	DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PURPOSE OF THE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
3.	[INTENTIONALLY LEFT BLANK] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4.	DURATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
5.	ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
6.	OPERATION OF THE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
7.	TIMING OF AWARDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
8.	AWARD LETTER AND NOTIFICATION OF GRANT OF AWARDS . . . . . . . . . . . . . . . . .	17
9.	ISSUE OF SHARES TO THE TRUSTEE AND ACQUISITION OF SHARES
	BY THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
10.	VESTING OF AWARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
11.	CESSATION OF EMPLOYMENT AND OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . .	21
12.	TRANSFERABILITY AND OTHER RIGHTS TO AWARD SHARES . . . . . . . . . . . . . . . . .	24
13.	INTEREST IN THE ASSETS OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
14.	TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME, ETC. . . . . . .	25
15.	SCHEME LIMIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
16.	RETURNED SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
17.	INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
18.	ALTERATION OF THE SCHEME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
19.	TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
20.	[INTENTIONALLY DELETED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
21.	MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
22.	GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

1. DEFINITIONS AND INTERPRETATION

1.1 In these Scheme Rules, unless the context otherwise requires, each of the following words and expressions shall have the meaning respectively shown opposite to it:
“Actual Selling Price”
the actual price at which the Award Shares are sold (net of brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable costs) on vesting of an Award pursuant to the Scheme, or in the case of a vesting when there is an event of change in control or privatisation of the Company pursuant to Rule 14.1, the consideration receivable under the related scheme or offer;
“Adoption Date” 17 March 2017, being the date on which the Board adopted this Scheme;
“Approval Date” 9 September 2024, being the date on which the amendments to the Scheme is being approved by the Shareholders in general meeting;
“associate” shall have the meaning as set out in the GEM Listing Rules;
“associated company(ies)” any company in which the Group may have a direct or indirect investment in 20% or more of its voting powers;
“Award”
an award granted by the Board to a Selected Participant, which may vest in the form of Award Shares or the Actual Selling Price of the Award Shares in cash, as the Board may determine in accordance with the terms of the Scheme Rules;
“Award Letter” shall have the meaning as set out in Rule 8.1;
“Award Period” the period commencing on the Adoption Date, and ending on the Business Day immediately prior to the tenth (10th) anniversary of the Adoption Date;
“Award Shares” the Shares granted to a Selected Participant in an Award;
“Board” the board of directors of the Company (please also refer to Rule 1.2(f)), from time to time;
“board lot” the standardized number of Shares as a trading unit from time to time as published on the website of the Stock Exchange;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

“Business Day”

“Bye-laws”

“Cause”

“Company”

“connected person”

“Connected Selected Participant”

any day on which the Stock Exchange is open for the business of dealing in securities;

the bye-laws of the Company currently in force;

with respect to a Selected Participant, such event as will entitle the Company and/or any of its subsidiaries to terminate the employment or service of the Selected Participant with immediate notice without compensation under the relevant employment or service agreement or, if it is not otherwise provided for in the relevant employment or service agreement, (a) the commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts or the commission of a criminal offence, (b) a material breach of any agreement, arrangement or understanding between the Selected Participant and the Company and/or any of its subsidiaries, including any applicable employment, non-competition, confidentiality or other similar agreement, (c) misrepresentation or omission of any material fact in connection with his/her employment agreement or service agreement, (d) a material failure to perform the customary duties of an employee of the Company and/or any of its subsidiaries, to comply with the reasonable directions of a supervisor or to abide by the policies or codes of conduct of the Group or (e) any conduct that is materially adverse to the name, reputation or interests of the Group;

AGTech Holdings Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on ~~the Growth Enterprise Market~~ GEM of the Stock Exchange;

shall have the meaning as set out in the GEM Listing Rules;

any Selected Participant who is a connected person of the Company on the Grant Date on which the Award is granted to him/her;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

“Eligible Person”

an Employee, director ~~, officer, consultant or advisor~~ of any member of the Group, Related Entity Participant, and/or Service Provider ~~any other persons who the Board or its delegate(s) considers, in their absolute discretion, to have contributed or will contribute to the Group;~~ however, no individual who is resident in a place where the grant, acceptance or vesting of an Award pursuant to the Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board or its delegate(s), compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such individual, shall be entitled to participate in the Scheme, and such individual shall therefore be excluded from the term Eligible Person;

“Employee”

any employee (whether full-time or part-time employee) of any members of the Group provided that an employee shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or the relevant member of the Group; or (b) transfer amongst the Company and any member of the Group or any successor, and provided further that an Employee shall, for the avoidance of doubt, cease to be an Employee with effect from (and including) the date of termination of his or her employment;

“GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM of the Stock Exchange;

“Grant Date”

The date on which the grant of an Award is made to a Selected Participant, being the date of an Award Letter;

“Group”

the Company and its Subsidiaries from time to time, and the expression “ member of the Group ” shall be construed accordingly;

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

“Issue Shares”

new Shares allotted and issued by the Company to the Trustee pursuant to Rule 9.1 to satisfy the Award(s) granted;
“Initial Scheme Limit” shall have the meaning set out in Rule 15.1;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

“Initial Scheme Sublimit” shall have the meaning set out in Rule 15.4;
~~“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 Growth Enterprise Market of the Stock Exchange;~~
“Manager’s Nonfeasance” act(s) or omission(s) (as determined by the Board in its sole discretion) that have caused material losses to the Group due to a Selected Participant’s failure to fully perform his or her management duties;
“on-market” the acquisition of Shares of the Company through one or more transactions through the facilities of the Stock Exchange in accordance with the GEM Listing Rules and any other applicable laws and regulations;
“Ordinary Selected any Selected Participant who is not a Connected Selected Participant” Participant;
“Purchased Shares” existing Shares acquired by the Trustee through on-market transactions pursuant to Rule 9.1 to satisfy Award(s) granted;
“Refreshed Scheme Limit” shall have the meaning set out in Rule 15.2;
“Refreshed Scheme Sublimit” shall have the meaning set out in Rule 15.5;
“Related Entity Participant(s)” any person who is employed by or is a director (whether executive or non-executive) of any of the holding companies, fellow subsidiaries or associated companies of the Company;

“Remuneration Committee”

the remuneration committee of the Company as designated by the Board from time to time;

“Returned Shares”

such Award Shares that are not vested and/or are forfeited or lapsed in accordance with the terms of the Scheme, or such Shares being deemed to be Returned Shares under the Scheme Rules;
“Scheme” the share award scheme adopted by the Company in accordance with these Scheme Rules on the Adoption Date;
“Scheme Limit” ~~shall have the meaning set out in Rule 15.1~~ the Initial Scheme Limit or the Refreshed Scheme Limit (as the case may be);
“Scheme Rules” the rules set out herein relating to the Scheme as amended from time to time;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

“Selected Participant”

any Eligible Person approved for participation in the Scheme and who has been granted an Award pursuant to Rule 6.1 or Rule 6.2;

“Service Provider(s)”

any person who provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group, including: (a) suppliers of services to any member of the Group; and (b) advisors (professional or others) or consultants to any area of business or business development of any member of the Group, provided that any placing agents or financial advisers providing advisory services to the Group for fundraising, mergers or acquisitions and professional services providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity should not be Service Providers for the purpose of the Scheme;

“Service Provider Sublimit” the Initial Scheme Sublimit or the Refreshed Scheme Sublimit (as the case may be);

“SFC” the Securities and Futures Commission of Hong Kong;

“SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

“Shares” ordinary shares with a par value of HK$0.002 each in the share 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 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” the shareholders of the Company;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subsidiary” or “Subsidiaries” any subsidiary (as the term is defined in the GEM Listing Rules) of the Company; “Taxes” shall have the meaning as set out in Rule 10.8; “treasury Shares” has the meaning ascribed to it under the GEM Listing Rules;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

“Trust”

the trust constituted by the Trust Deed to service the Scheme;

“Trust Deed”

the trust deed to be entered into between the Company and the Trustee (as may be restated, supplemented and amended from time to time);

“Trustee(s)”

the trustee(s) appointed by the Company for the purpose of the Trust, and initially, TMF Trust (HK) Limited and BOCI Trustee (Hong Kong) Limited;

“Vesting Date”

the date or dates, as determined from time to time by the Board, on which the Award (or part thereof) is to vest in the relevant Selected Participant as set out in the relevant Award letter pursuant to Rule 8.1, unless a different Vesting Date is deemed to occur in accordance with Rule 14.1; and

“Vesting Notice”

shall have the meaning as set out in Rule 10.4.

1.2 In these Scheme Rules, except where the context otherwise requires:
(a) references to Rules are to rules of the Scheme Rules;
(b) references to times of the day are to Hong Kong time;
(c) if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day;
(d) a reference to “ dollars ” or to “ $ ” shall be construed as a reference to the lawful currency for the time being of Hong Kong;
(e) a reference, express or implied; to statutes, statutory provisions or the GEM Listing Rules or The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC from time to time shall be construed as references to those statutes, provisions or rules as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date hereof) and shall include any statutes, provisions or rules of which are re-enacted (whether with or without modification) and shall include any orders, regulations, instruments, subsidiary legislation, other subordinate legislation or practice notes under the relevant statute, provision or rule;
(f) unless otherwise indicated, the Board can make determinations in its absolute discretion and if the Board delegates its authority to administer the Scheme to a committee of the Board or other person(s), the committee of the Board or such other person(s) shall enjoy the same absolute discretion;

APPENDIX IV PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

(g) a reference to “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the words “ without limitation ”;
(h) words importing the singular include the plural and vice versa, and words importing a gender include every gender;
(i) headings are included in the Scheme Rules for convenience only and do not affect its interpretation; ~~and~~
(j) references to any statutory body shall include the successor thereof and anybody established to replace or assume the functions of the same; and
~~(j)(~~ k) references to Issue Shares or new Shares include treasury Shares, and references to the issue of Shares or securities include the transfer of treasury Shares listed on GEM.

2. PURPOSE OF THE SCHEME

2.1 The purpose of the Scheme is to enable the Company to grant Awards to Selected Participants, as incentives and/or rewards for their contribution to the Group, to better reward the personnel who have contributed to the success and development of the Group, to incentivise them to remain with the Group, to motivate them to strive for the future development and expansion of the Group and to attract skilled and experienced personnel for the further development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

3. [INTENTIONALLY LEFT BLANK]

4. DURATION

4.1 Subject to Rule 19, the Scheme shall be valid and effective for the Award Period, after which no further Awards will be offered or granted, but the provisions of the Scheme shall remain in full force and effect in all other respects. Awards granted during the Award Period shall continue to be valid in accordance with their terms of grant after the end of the Award Period.

5. ADMINISTRATION

5.1 The Scheme shall be subject to the administration of the Board in accordance with the Scheme Rules and, where applicable, the Trust Deed. A decision of the Board or the committee of the Board or person(s) to which the Board has delegated its authority shall be final and binding on all persons affected thereby.
5.2 The authority to administer the Scheme may be delegated by the Board to a committee of the Board, provided that nothing in this Rule 5.2 shall prejudice the Board’s power to revoke such delegation at any time or derogate from the discretion rested with the Board as contemplated in Rule 5.1.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

5.3 Without prejudice to the Board’s general power of administration, the Board or the committee of the Board or person(s) to which the Board has delegated its authority may from time to time appoint one or more administrators, who may be independent third-party contractors, to assist in the administration of the Scheme, to whom they, at their absolute discretion, may delegate such functions relating to the administration of the Scheme as they may think fit. The duration of office, terms of reference and remuneration (if any) of such administrator(s) shall be determined by the Board at their absolute discretion from time to time.
5.4 Without prejudice to the Board’s general power of administration, to the extent not prohibited by applicable laws and regulations, the Board or the committee of the Board or person(s) to which the Board has delegated its authority may from time to time appoint one or more Trustees in respect of granting, administration or vesting of any Award Shares. The duration of office, terms of reference and remuneration (if any) of such Trustee(s) shall be determined by the Board at its absolute discretion.
5.5 Unless separately approved by the Shareholders, the Company’s connected persons’ aggregate interest in the Trust shall be less than 30%. Where any further grant of Awards to the Trustee to hold in trust for any connected persons of the Company will result in the Company’s connected persons’ aggregate interest in the Trust being 30% or more, such further grant of Awards will be separately approved by independent Shareholders of the Company in general meeting with such connected persons and their associates abstaining from voting. The Company will, in such case, send a circular to the Shareholders and the circular will disclose the identity of such connected persons, the number and terms of the Awards to be granted to the Trustee to hold in trust for such connected persons (and Awards previously granted to the Trustee to hold in trust for such connected persons) and other information required to be disclosed under the GEM Listing Rules (including Chapter 20 of the GEM Listing Rules applicable to connected transactions). The number and terms of the Awards to be granted to the Trustee to hold in trust for such connected persons will be fixed before the independent Shareholders’ approval.
5.6 Subject to the Scheme Rules, the GEM Listing Rules and any applicable law and regulations, the Board and the committee of the Board or person(s) to which the Board has delegated its authority shall have the power from time to time to:
(a) construe and interpret the Scheme Rules and the terms of the Awards granted under the Scheme;
(b) make or vary such arrangements, guidelines, procedures and/or regulations for the administration, interpretation, implementation and operation of the Scheme, provided that they are not inconsistent with the Scheme Rules;
(c) decide how the vesting of the Awards Shares will be settled pursuant to Rule 10;
(d) grant Awards to those Eligible Persons whom it shall select from time to time;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

(e) determine the terms and conditions of the Awards;
(f) determine the commencement or termination date of an Eligible Person’s employment with any member of the Group;
(g) establish and administer performance targets in respect of the Scheme;
(h) approve the form of an Award Letter;
(i) instruct the Trustee to apply any funds of the Trust to satisfy any fees payable to the Trustee; and
(j) take such other steps or actions to give effect to the terms and intent of the Scheme Rules.
5.7 None of the directors of the Company or any person(s) to whom the Board has delegated its authority shall be personally liable by reason of any contract or other instrument executed by him/ her, or on his/her behalf or for any mistake of judgment made in good faith, for the purposes of the Scheme, and the Company shall indemnify and hold harmless each member of the Board and any person(s) to whom the Board has delegated its authority in relation to the administration or interpretation of the Scheme, against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Scheme unless arising out of such person’s own wilful default, fraud or bad faith.
5.8 Unless the Board otherwise determines and states in the Award Letter to the Selected Participant, there is no performance target which must be achieved by the Selected Participant before any of the Awards involving the issue of the Issue Shares can become vested.
~~5.75~~ .9 The Board is of the view that the terms of the Amended Share Award Scheme, which include but not limited to granting the Board the discretion to allow for a shorter vesting period and to specify performance targets and purchase price for the Share Awards and setting out the circumstances where the Share Awards shall lapse for cause, gives the Company more flexibility to provide incentives that they see fit when attracting, retaining and motivating Selected Participants that are valuable to the growth and development of the Group as a whole, which is in line with the purpose of the Share Award Scheme.

6. OPERATION OF THE SCHEME

6.1 The Board may, from time to time, select any Eligible Person to be a Selected Participant and, subject to Rule 6.9 ~~6.5,~~ grant an Award to such Selected Participant during the Award Period.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

6.2 The committee of the Board or person(s) to which the Board has delegated its authority may, from time to time, select any Eligible Person other than a director or an officer of the Company or a member of the senior management of the Group to be a Selected Participant and subject to Rule 6.9 ~~6.5,~~ grant an Award to such Selected Participant during the Award Period.
6.3 In determining the eligibility of Employees to participate in this Scheme, the Board and/or the Remuneration Committee will consider, among other things, (a) their performance, (b) their skill, knowledge, experience, expertise and other personal qualities, (c) their time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, (d) the length of their employment with the Group and (e) their contribution or potential contribution to the development and growth of the Group. ~~In determining the Selected Participants, the Board or the committee of the Board or person(s) to which the Board has delegated its authority may take into consideration matters including the present and expected contribution of the relevant Selected Participant to the Group.~~
6.4 In determining the eligibility of Service Providers to participate in this Scheme, the Board will consider, among other things, (a) their potential or actual contribution to the business affairs of and benefits to the Group, (b) the period of engagement with the Group, (c) the business relationship with the Group, (d) their work experience, professional qualifications and knowledge in the industry, (e) the historical amounts of fees paid by the Group to obtain the services of the Service Providers, and (f) whether their services are provided on a continuing and recurring basis and in the Group’s ordinary course of business, which will be assessed with reference to, among other things, the frequency of such services as compared to those provided by the Group’s regular employees.
6.5 In determining the eligibility of the Related Entity Participants to participate in this Scheme, the Board will consider, among other things, (a) their individual performance and contributions to the ordinary and usual course of business of the Group, (b) the prevailing market practice and industry standard, (c) the length of their engagement with the Group, and (d) the historical amounts of fees paid by the Group to obtain the services of the Related Entity Participants.
6.6 Any grant of Awards to any Director, chief executive or substantial shareholder of the Company, or any of their respective associates involving the issue of the Issue Shares, shall be subject to the -
prior approval of the independent non executive Directors (excluding any independent non-executive Director who is the proposed Selected Participant in respect of the Award in question).

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~~6.46~~ .7 Where any grant of Awards to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their associates would result in the Shares issued and to be issued in respect of all awards and Awards granted (excluding any awards and Awards lapsed in accordance with the terms of the Scheme or other schemes of the Company, if any and as the case -
may be) to such Selected Participant in the 12 month period up to and including the date of such grant, representing in aggregate over 0.1 per cent (0.1%) of the Shares in issue (excluding treasury Shares), such further grant of Awards must be approved by the Shareholders in the Company’s general meeting with such Selected Participant, his/her associates and all core connected persons of the Company abstaining from voting in favour at such general meeting. ~~Each grant of an Award to any director of the Company or connected person of the Company shall be subject to the prior approval of the independent non-executive directors of the Company (excluding any independent non-executive director who is a proposed recipient of the grant of an Award). For the avoidance of doubt, any grant of an Award to connected persons of the Company which is satisfied by the allotment and issue of new Shares upon vesting of such an Award will constitute a connected transaction of the Company and shall therefore be subject to compliance with Chapter 20 of the Listing Rules (unless an exemption applies).~~
6.8 Where any grant of Awards to 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 in respect of all options, awards and Awards granted under the Scheme and any other schemes of the Company (excluding any options, awards and Awards lapsed in accordance with the terms of the Scheme or other schemes of the Company, as the case may be) to such Selected Participant in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1 per cent (0.1%) of the Shares in issue (excluding treasury Shares), such further grant of Awards must be approved by the Shareholders in the Company’s general meeting with such Selected Participant, his/her associates, and all core connected persons of the Company abstaining from voting in favour at such general meeting.
~~6.56~~ .9 Notwithstanding the provision in Rule 6.1 and Rule 6.2, no grant of any Award Shares to any Selected Participant may be made:
(a) in any circumstances where the requisite approval from any applicable regulatory authorities has not been granted;
(b) in any circumstances that any member of the Group will be required under applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of such Award or the Scheme, unless the Board determines otherwise;
(c) where such Award would result in a breach by any member of the Group or its directors of any applicable securities laws, rules or regulations in any jurisdiction;
(d) where such grant of Award would result in a breach of the Scheme Limit or would otherwise cause the Company to issue Shares in excess of the permitted amount in the mandate approved by the Shareholders;

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(e) where an Award is to be satisfied by way of issue of new Shares to the Trustee, in any circumstances that cause the total Shares allotted or issued to connected persons of the Company to be in excess of the amount permitted in the mandate approved by the shareholders;

and any such grant so made shall be null and void to the extent (and only to the extent) that it falls within the circumstances above.

7. TIMING OF AWARDS

7.1 ~~No Award shall be made~~ The Company may not grant any Awards to Selected Participants ~~pursuant to Rule 6 a~~ nd no directions or recommendation shall be given to the Trustee with respect to a grant of an Award under the Scheme, after inside information has come to the Company’s knowledge until (and including) the trading day after it has announced the information, in particular, it may not grant any Awards during the period commencing 30 days immediately before the earlier of:
~~(a) where any director of the Company is in possession of unpublished inside information in relation to the Company or where dealings by directors of the Company are prohibited under any code or requirement of the Listing Rules or any applicable laws, rules or regulations;~~
~~(b)(~~ a) ~~during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results~~ the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval ’ -
of the Company s results for any half year, quarterly or any other interim period (whether or not required under the GEM Listing Rules); and
(b) the deadline for the Company to announce its results for any half year under the GEM Listing Rules, or quarterly or any other interim period (whether or not required under the GEM Listing Rules),
~~(c)~~ and ending on the date of the results announcement, provided that the period during which no Award may be granted will cover any period of delay in the publication of a results announcement ~~during the period of 30 days immediately preceding the publication date of the quarterly results and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.~~

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The Company may not grant any Awards to Selected Participants and no directions or recommendation shall be given to the Trustee with respect to a grant of an Award under the Scheme, after inside information has come to the Company’s knowledge until (and including) the trading day after it has announced the information, in particular, it may not grant any Awards during the period commencing 60 days immediately before the earlier of:

(a) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s results for any year; and
(b) the deadline for the Company to announce its results for any year under the GEM Listing Rules,

and ending on the date of the results announcement, provided that the period during which no Award may be granted will cover any period of delay in the publication of a results announcement.

7.2 In respect of the administration of the Scheme, the Company shall comply with all applicable disclosure regulations and approval requirements including those imposed by the GEM Listing Rules.

8. AWARD LETTER AND NOTIFICATION OF GRANT OF AWARDS

8.1 The Company shall issue a letter to each Selected Participant in such form as the Board or the committee of the Board or person(s) to which the Board has delegated its authority may from time to time determine, specifying the Grant Date, the number of Award Shares underlying the Award, the vesting criteria and conditions, the Vesting Date and such other details as the they may consider necessary (an “ Award Letter ”).
8.2 As soon as practicable after the grant of any Award to a Selected Participant, the Company shall notify the Trustee of:
(a) the name of each such Selected Participant to whom such an Award has been made;
(b) whether each such person is Connected Selected Participant;
(c) the number of Award Shares to which each such Award relates;
(d) whether the Award should be satisfied by Issue Shares or Purchased Shares; and
(e) the date or dates on which each such Award will vest.

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APPENDIX IV

9. ISSUE OF SHARES TO THE TRUSTEE AND ACQUISITION OF SHARES BY THE TRUSTEE

9.1 The Board shall determine whether the Awards shall be satisfied by Issue Shares or Purchased Shares on the Grant Date. For the avoidance of doubt, the allotment and issue of new Shares underlying any Awards which may be granted shall be subject to the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, such new Shares. Subject to Rule 9.5, the Company shall, as soon as reasonably practicable and no less than two months before the Vesting Date, for the purposes of satisfying the grant of Awards, allot and issue new Shares to the Trustee and/or transfer to the Trust the necessary funds and instruct the Trustee to acquire Shares through on-market transactions at the prevailing market price. Subject to Rule 14, the Company shall instruct the Trustee whether or not to apply any Returned Shares to satisfy any grant of Awards made, and if the Returned Shares, as specified by the Company, are not sufficient to satisfy the Awards granted, the Company shall, subject to Rule 9.3 and 9.5 as soon as reasonably practicable and no less than two months before the relevant Vesting Date, for purposes of satisfying the Awards granted, allot and issue further Shares to the Trustee and/or transfer to the Trust the necessary funds and instruct the Trustee to acquire further Shares through on-market transactions at the prevailing market price. For the avoidance of doubt, the Company may provide terms and conditions relating to the acquisition of Shares in the instructions to the Trustee.
9.2 Where the Trustee has received instructions from the Company to acquire shares through on-market transactions, the Trustee shall acquire such number of Shares as instructed by the Company on-market at the prevailing market price as soon as reasonably practicable after receiving the necessary funds from the Company.

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APPENDIX IV

9.3 For the avoidance of doubt, the Company shall not allot or issue new Shares to an Ordinary Selected Participant in excess of the amount permitted in the general mandate approved by the Shareholders (unless a specific approval by the Shareholders of the Company has been obtained) and the Company shall not allot or issue new Shares to satisfy Awards granted to a Connected Selected Participant without, where required, the approval by disinterested Shareholders in accordance with all applicable laws and regulations (including but not limited to the GEM Listing Rules).
9.4 The Trustee shall only be obliged to transfer Award Shares to Selected Participants on vesting to the extent that Award Shares are comprised in the Trust.
9.5 The Company shall not allot or issue new Shares nor instruct the Trustee to acquire Purchased Shares at the prevailing market price, where such action (as applicable) is prohibited under the GEM Listing Rules, the SFO or other applicable laws, regulations and rules from time to time. Where such a prohibition causes the prescribed timing imposed by the Scheme Rules or the Trust Deed to be missed, such prescribed timing shall be treated as extended until as soon as reasonably practicable after the first Business Day on which the prohibition no longer prevents the relevant action.

10. VESTING OF AWARD

10.1 The Board or the committee of the Board or person(s) to which the Board delegated its authority may from time to time while the Scheme is in force and subject to all applicable laws and the GEM Listing Rules, determine such vesting criteria and conditions or periods for the Award to be vested hereunder. For the avoidance of doubt and subject to the exceptions set out in this paragraph below, the vesting period for all Awards involving the issue of the Issue Shares shall not be less than 12 months or such other period as the GEM Listing Rules may prescribe or permit. An Award may be subject to a shorter vesting period under specific circumstances which include but not limited to those as set out below:
(a) granting Awards to new employees to replace the share awards they forfeited (the “ Forfeited Awards ”) when leaving their previous employers. The vesting period for such Awards will be the same as the remaining vesting period of the Forfeited Awards (which may be less than 12 months);
(b) granting Awards to a Selected Participant whose employment or service (as the case may be) was terminated due to death, disability or event of force majeure;
(c) granting Awards which are subject to the fulfilment of performance targets (as opposed to time-based conditions);

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(d) granting Awards the timing of which is determined by administrative or compliance requirements not connected with the performance of the Selected Participant, in which case the Vesting Date may be adjusted to take account of the date on which an offer of an Award would have been made earlier to the Selected Participant, if not for such administrative or compliance requirements;
(e) granting Awards with a mixed vesting schedule such that the Awards would be vested evenly over a period of 12 months; or
~~10.1(~~ f) granting Awards with a total vesting and holding period of more than 12 months.
10.2 If the Vesting Date is not a Business Day, the Vesting Date shall, subject to any trading halt or suspension in the Shares, be the Business Day immediately thereafter.
10.3 For the purposes of vesting of the Award, the Board or the committee of the Board or person(s) to which the Board delegated its authority may either:
(a) direct and procure the Trustee to release from the Trust the Award Shares to the Selected Participants by transferring the number of Award Shares to the Selected Participants in such manner as determined by them from time to time; or
(b) to the extent that, at the determination of the Board or its, delegate(s), it is not practicable for the Selected Participant to receive the Award in Shares solely due to legal or regulatory restrictions with respect to the Selected Participant’s ability to receive the Award in Share or the Trustee’s ability to give effect to any such transfer to the Selected Participant, the Board or its delegate(s) will direct and procure the Trustee to sell, on-market at the prevailing market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the proceeds in cash arising from such sale based on the Actual Selling Price of such Award Shares as set out in the Vesting Notice.
10.4 Except in the circumstances as set out in Rule 10.8, barring any unforeseen circumstances, within a reasonable time as agreed between the Trustee and the Board from time to time prior to any Vesting Date, the Board its delegate(s) shall send to the relevant Selected Participant a vesting notice (the “ Vesting Notice ”). The Board or its delegate(s) 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 Selected Participant in the manner as determined by the Board or its delegate(s), or be sold as soon as practicable from the Vesting Date.
10.5 Except in the circumstances as set out in Rule 10.8, subject to the receipt of the Vesting Notice and the instructions from the Board or its delegate(s), the Trustee shall transfer and release the relevant Award Shares to the relevant Selected Participant in the manner as determined by the Board or its delegate(s) or sell the relevant Award Shares within any time stipulated in Rule 10.4 above, and (where applicable) pay the Actual Selling Price to the Selected Participants within a reasonable time period in satisfaction of the Award.

APPENDIX IV PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

10.6 Any stamp duty or other direct costs and expenses arising on vesting and transfer of the Award Shares to or for the benefit of the Selected Participants shall be borne by the Company. Any stamp duty or other direct costs and expenses arising on the sale of the Award Shares due to the vesting pursuant to Rule 10.3(b) above shall be borne by the Selected Participant.
10.7 All costs and expenses in relation to all dealings with the Award Shares after vesting and transfer of the Award Shares to the Selected Participant (as the case may be) shall be borne by the Selected Participant and neither the Company nor the Trustee shall be liable for any such costs and expenses thereafter.
10.8 Other than the stamp duty to be borne by the Company in accordance with Rule 10.6, all other taxes (including personal income taxes, professional taxes, salary taxes and similar taxes, as applicable), duties, social security contributions, impositions, charges and other levies arising out of or in connection with the Selected Participant’s participation in the Scheme or in relation to the Award Shares or cash amount of equivalent value of the Award Shares (the “ Taxes ”) shall be borne by the Selected Participant and neither the Company nor the Trustee shall be liable for any Taxes. The Selected Participant will indemnify the Trustee and all members of the Group against any liability each of them may have to pay or account for such Taxes, including any withholding liability in connection with any Taxes. To give effect to this, the Trustee (under the instruction of the Board or its delegate(s)) or any member of the Group may, notwithstanding anything else in these Scheme Rules (but subject to applicable law):
(a) reduce or withhold the number of the Selected Participant’s Award Shares underlying the Award (the number of Award Shares underlying the Award that may be reduced or withheld shall be limited to the number of Award Shares that have a fair market value on the date of withholding that, in the reasonable opinion of the Company is sufficient to cover any such liability);
(b) sell, on the Selected Participant’s behalf, such number of Shares to which the Selected Participant becomes entitled under the Scheme and retain the proceeds and/or pay them to the relevant authorities or government agency;
(c) deduct or withhold, without notice to Selected Participant, the amount of any such liability from any payment to the Selected Participant made under the Scheme or from any payments due from a member of the Group to the Selected Participant, including from the salary payable to the Selected Participant by any member of the Group; and/or
(d) require the Selected Participant to remit to any member of the Group, in the form of cash or a certified or bank cashier’s check, an amount sufficient to satisfy any Taxes or other amounts required by any governmental authority to be withheld and paid over to such authority by any member of the Group on account of the Selected Participant or to otherwise make alternative arrangements satisfactory to the Company for the payment of such amounts.

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APPENDIX IV

10.9 Notwithstanding Rule 10.3, 10.4 and 10.5, if the Company, the Trustee or any relevant Selected Participant would or might be prohibited from dealing in Shares by the GEM Listing Rules or any other applicable laws, regulations or rules, at the time when the Shares would otherwise have been allotted, issued, transferred or sold (as the case may be) under those provisions, the allotment, issue, transfer or sale shall occur as soon as possible after the date when such dealing is permitted by the applicable laws, regulations or rules (including the GEM Listing Rules).
10.10 The Trustee shall not be obliged to transfer any Award Shares (or pay the Actual Selling Price of such Award Shares in cash) to a Selected Participant unless and until the Selected Participant satisfies the Trustee and the Company that such Selected Participant’s obligations under this Rule have been met.

11. CESSATION OF EMPLOYMENT AND OTHER EVENTS

11.1 If a Selected Participant ceases to be an Eligible Person by reason of retirement of the Selected Participant, any outstanding Award Shares not yet vested shall continue to vest in accordance with the Vesting Dates set out in the Award Letter, unless the Board or its delegate(s) determines otherwise at their absolute discretion.
11.2 If a Selected Participant ceases to be an Eligible Person by reason of (i) resignation of the Selected Participant, (ii) termination of the Selected Participant’s employment or contractual engagement with the Group without Cause, (iii) the subsidiary of the Company at which the Selected Participant is employed ceasing to be a subsidiary of the Company (iv) non-renewal of the Selected Participant’s employment or service agreement upon its expiration, (v) death of the Selected Participant, (vi) termination of the Selected Participant’s employment or contractual engagement with the Group by reason of his/her permanent physical or mental disablement, or (vii) the Selected Participant ceasing to provide services to the Group, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

11.3 Clawback Mechanism

~~11.3~~ In the event that a Selected Participant:
(a) ceases to be an employee of the Group for Cause;
(b) during his term of employment or within twelve (12) months of termination of his/her employment with the Group (in each case as determined by the Board):
- (A) directly or indirectly, establishes, incorporates, forms, enters into, or participates in the business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as a passive investment, of not more than five per cent (5%) of the interest) of any competitor of the Group (“ Competitor ”);

APPENDIX IV PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

(B) has become, is or becomes an officer, director, employee, consultant, adviser of, or otherwise, directly or indirectly, enters the employment of, continue any employment with or render any services to or for, any Competitor; or
(C) knowingly performs or has performed any act that may confer a competitive benefit or advantage upon any Competitor

(each of (A), (B) and (C) above, a “ Competitive Offence ”);

(c) has committed any Manager’s Nonfeasance; or
(d) has violated the confidentiality obligation(s) under any Award Letter,

then the Award, whether vested or unvested, shall automatically be cancelled as of the date of: (i) the termination of the employment for Cause or (ii) the commission of a Competitive Offence by such Selected Participant or (iii) the commission of a Manager’s Nonfeasance or (iv) the violation of the confidentiality obligation(s) under any Award Letter, in each case as determined by the Board in its sole discretion and such determination shall be binding on such Selected Participant, and the Company shall have the right to:

(1) repurchase or procure the purchase of some or all of the vested Award from such Selected Participant or his/her transferee for no consideration; and
(2) require such Selected Participant to pay the Company any and all payment in cash or other property in lieu of the vested Award which such Selected Participant has received from the Company pursuant to the Award.

For the avoidance of doubt, no tax or charge paid by the Selected Participant in connection with (x) the grant or vesting of the Award, (y) the issuance or delivery of the Award or payment in lieu of the Award, or (z) the sale or transfer of the Award shall be refunded to such Selected Participant in the event of cancellation of the Award pursuant to this paragraph, repurchase of the Award, or payment by such Selected Participant to the Company of any and all payment in cash or other property in lieu of the Award the Selected Participant has received from the Company, upon his/her termination of employment for Cause, commission of a Competitive Offence or a Manager’s Nonfeasance, or violation of the confidentiality obligation(s) under any Award Letter. The Trustee shall have no obligation to purchase any vested Award under this paragraph and accordingly shall have no liability in this regard.

11.4 If a Selected Participant is declared bankrupt or becomes insolvent or makes any arrangements or composition with his or her creditors generally, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

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APPENDIX IV

11.5 If a Selected Participant ceases to be an Eligible Person for reasons other than those set out in Rule 11.1, 11.2 or 11.3, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.
11.6 A Selected Participant shall be taken to have retired on the date that he or she retires upon or after reaching the age of retirement specified in his/her service agreement or pursuant to any retirement policy of the Company or any member of the Group applicable to him/her from time to time or, in case there is no such terms of retirement applicable to the Selected Participant, with the approval of the Board or the board of the applicable member of the Group.
11.7 The Company shall, from time to time, inform the Trustee in writing, the date in which such Selected Participant ceased to be an Eligible Person and any amendments to the terms and conditions of the Award in respect to such Selected Participant (including the number of Award Shares entitled).
11.8 Where a Selected Participant, who was not a connected person of the Company on the Grant Date on which the Award was granted to him/her subsequently becomes a connected person of the Company prior to the vesting of the Award, such that the vesting of the Award will be subject to compliance by the Company of applicable requirements under Chapter 20 of the GEM Listing Rules, the Board or its delegate(s) shall have the absolute discretion to alter the vesting of or terminate such Award where such requirements applicable to the Company in relation to the vesting of these Awards on its original terms would, in the opinion of the Board or its delegate(s), be burdensome on the Company.

12. TRANSFERABILITY AND OTHER RIGHTS TO AWARD SHARES

12.1 Any Award granted hereunder but not yet vested shall be personal to the Selected Participant to whom it is made and shall not be assignable or transferable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any other person over or in relation to any Award, or enter into any agreement to do so. For the avoidance of doubt, to the extent permissible by applicable laws and regulations (including the GEM Listing Rules) and subject to the grant of waiver and the imposition of any conditions on the transfer by the Stock Exchange, a Selected Participant may transfer his/her Award to a vehicle (such as a trust or to a wholly owned company) for the sole benefit of such Selected Participant and/or any family members of the Selected Participant and at the absolute discretion of the Selected Participant, provided that the Award so assigned would continue to meet the purpose of this Scheme and will be reassigned back to the Selected Participant once the assignee ceased to be holding such Award on the aforesaid basis.
12.2 Any actual or purported breach of Rule 12.1 shall entitle the Company to cancel any outstanding Award or part thereof granted to such Selected Participant. For this purpose, a determination from the Board or such other person(s) delegated this function by the Board, to the effect that the Selected Participant has or has not breached any of the foregoing shall be final and conclusive as to such Selected Participant.

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APPENDIX IV

13. INTEREST IN THE ASSETS OF THE TRUST

13.1 For the avoidance of doubt:
(a) a Selected Participant shall have only a contingent interest in the Award subject to the vesting of such Award in accordance with Rules 10 and 14;
(b) no instructions may be given by a Selected Participant 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 Selected Participant to the Trustee in respect of the Award or any other property of the Trust;
(c) ~~neither~~ the Selected Participant ~~nor the Trustee m~~ ay not exercise any voting rights in respect of any Award Shares that have not yet vested;
(d) the Trustee(s) holding unvested Award Shares, whether directly or indirectly, shall abstain from voting on matters that require shareholders’ approval under the GEM Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such a direction is given;
~~(d)(~~ e) a Selected Participant shall have no right to any dividend or 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 the Scheme;
~~(e)(~~ f) a Selected Participant shall have no rights in the balance of the fractional shares arising out of consolidation of Shares (if any) and such Shares shall be deemed Returned Shares for the purposes of the Scheme;
~~(f)(~~ g) in the case of the death of a Selected Participant, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion in accordance with Rule 11.2 and the legal personal representatives of the Selected Participant shall have no claims against the Company or the Trustee; and
~~(g)(~~ h) in the event a Selected Participant ceases to be an Eligible Person on or prior to the relevant Vesting Date and the Award in respect of the relevant Vesting Date shall lapse or be forfeited pursuant to the Scheme, such Award shall not vest on the relevant Vesting Date and the Selected Participant shall have no claims against the Company or the Trustee, unless the Board determines otherwise at its absolute discretion.

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14. TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME, ETC.

Change in control

14.1 If there is an event of change in control of the Company by way of a merger, a privatisation of the Company by way of a scheme or by way of an offer, the Board or the committee of the Board or person(s) to which the Board has delegated its authority shall at their absolute discretion determine whether the Vesting Dates of any Awards will be accelerated. If the Vesting Dates of any Awards are accelerated, the procedures as set out in Rule 10.4 shall apply except that the Vesting Notice will be sent to such Selected Participant affected by this Rule 14.1 based on the proposed Vesting Date as soon as practicable once the proposed Vesting Date is known. The Trustee shall transfer the Award Shares or pay the Actual Selling Price in cash, as the case may be, to the Selected Participant in accordance with the Vesting Notice.

For the purpose of this Rule 14.1, “control” shall have the meaning as specified in The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC from time to time.

Open offer and rights issue

14.2 In the event the Company undertakes an open offer of new securities, in respect of any Shares which are held by the Trustee under the Scheme, the Trustee shall not subscribe for any new Shares. In the event of a rights issue, the Trustee shall seek instruction from the Company on the steps or actions to be taken in relation to the nil-paid rights allotted to it.

Bonus warrants

14.3 In the event the Company issues bonus warrants of any Shares which are held by the Trustee, the Trustee shall not, unless otherwise instructed by the Company, subscribe for any new Shares by exercising any of the subscription rights attached to the bonus warrants, and shall sell the bonus warrants created and granted to it, and the net proceeds of sale of such bonus warrants shall be held as funds of the Trust.

Scrip Dividend

14.4 In the event the Company undertakes a scrip dividend scheme, the Trustee shall elect to receive the scrip Shares and such Shares will be held as Returned Shares.

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Consolidation, Sub-division, reduction of share capital, Bonus issue and other distribution

14.5 In the event the Company undertakes a sub-division or consolidation of the Shares, reduction of share capital, corresponding changes will be made to the number of outstanding Award Shares that have been granted provided that the adjustments shall be made in such manner as the auditors or an independent financial adviser shall certify in writing to the Board either generally or as regard to any particular Selected Participant to be in their opinion fair and reasonable ~~the Board determines to be fair and reasonable~~ in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme for the Selected Participants, and the maximum number of Shares subject to the Scheme will be adjusted accordingly. All fractional shares (if any) arising out of such consolidation or sub-division in respect of the Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be transferred to the relevant Selected Participant on the relevant Vesting Date. Any adjustment shall be made in compliance with Chapter 23 of the GEM Listing Rules and the requirements under Appendix 1 to -
FAQ13 No. 16 issued by the Stock Exchange and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time.
14.6 In the event of an issue of Shares by the Company credited as fully paid to the holders of the Shares by way of capitalisation of profits or reserves (including share premium account), the Shares attributable to any Award Shares held by the Trustee shall be deemed to be an accretion to such Award Shares and shall be held by the Trustee as if they were Award Shares purchased by or allotted and issued to the Trustee hereunder and all the provisions hereof in relation to the original Award Shares shall apply to such additional Shares, and the maximum number of Shares subject to the Scheme will be adjusted accordingly unless, based on advice from an independent tax adviser engaged by the Company, (i) it is not practicable for the Selected Participant to receive the Award in Shares solely due to legal or regulatory restrictions with respect to the Selected Participant’s ability to receive the Award in Shares or the Trustee’s ability to give effect to any such transfer to the Selected Participant, or (ii) the tax position of the Company or the Selected Participant would be adversely affected if the Selected Participant receives such new Shares, such new Shares shall be sold and that the net proceeds arising from such sale shall be held as cash income derived from the Award Shares (excluding any interest earned on such cash income) for the benefit of the relevant Selected Participants. Any adjustment shall be made in compliance with Chapter 23 of the -
GEM Listing Rules and the requirements under Appendix 1 to FAQ13 No. 16 issued by the Stock Exchange and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

14.7 In the event of any non-cash distribution or other events not referred to above by reason of which the Board considers an adjustment to an outstanding Award to be fair and reasonable, an adjustment shall be made to the number of outstanding Award Shares of each Selected Participant as the auditors or an independent financial adviser shall certify in writing to the Board either generally or as regard to any particular Selected Participant to be in their opinion fair and reasonable ~~the Board shall consider to be fair and reasonable~~ in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme for the Selected Participants. The Company shall provide such funds, or such directions on application of the Returned Shares or other funds in the Trust, as may be required to enable the Trustee to purchase Shares on-market at the prevailing market price to satisfy the additional Award. Any adjustment shall be made in compliance with Chapter 23 of the GEM Listing Rules -
and the requirements under Appendix 1 to FAQ13 No. 16 issued by the Stock Exchange and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time.
14.8 In the event of other non-cash and non-scrip distributions made by the Company not otherwise referred to in the Scheme Rules in respect of the Shares held upon Trust, the Trustee shall sell such distribution and the net sale proceeds thereof shall be deemed as cash income of a Share held as funds of the Trust.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

Winding up of the Company

14.9 In the event an order for the winding up of the Company is made or a resolution is passed for the voluntary winding up of the Company (otherwise than for the purpose of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company), all the outstanding Awards not yet vested and that are granted (whether conditionally or unconditionally) to Selected Participants shall lapse with immediate effect.

15. SCHEME LIMIT

15.1 Subject to Rule 15.3 below, ~~Tt~~ he Company shall not make any further grant of Award which will result in the aggregate number of Shares, whether they are new Shares to be allotted and issued or transferred by the Company, Returned Shares or existing Shares to be purchased on-market by the Trustee, underlying all grants (including grants to connected persons of the Company) made pursuant to the Scheme (excluding Award Shares that have been forfeited or lapsed in accordance with the Scheme) to exceed six ~~(6)~~ per cent (6%) of the total number of issued Shares as at the Adoption Date (excluding treasury Shares) (subject to adjustment in accordance with Rule 14.5 or 14.6) without Shareholders’ approval (the “ Initial Scheme Limit ”). For the avoidance of doubt, any Shares which have been vested in and transferred out to the Selected Participant shall be considered as utilised for the purpose of calculating the Initial Scheme Limit.
15.2 Subject to Rule 15.3 below, the Company may refresh the Scheme Limit by ordinary resolution of the Shareholders after three years from the date of the shareholders’ approval for the last refreshment. The Company must send a circular to the Shareholders containing such information as required under the GEM Listing Rules. Any proposal for refreshing the Scheme Limit before the end of such three-year period must be approved by independent Shareholders pursuant to Rule 23.03C(1) of the GEM Listing Rules and any controlling Shareholders and their associates (or if -
there is no controlling Shareholder, Directors (excluding independent non executive Directors) 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. The maximum aggregate number of Shares, whether they are new Shares to be allotted and issued or transferred by the Company, -
Returned Shares or existing Shares to be purchased on market by the Trustee, in respect of all Awards to be granted under the Initial Scheme Limit as refreshed (excluding Award Shares that have been forfeited or lapsed in accordance with the Scheme) must not exceed six per cent (6%) (for the acquisition of existing Shares to satisfy the Awards) and three per cent (3%) (for new Shares to be allotted and issued or transferred in respect of the Awards) of the Shares in issue as at the date of approval of the Refreshed Scheme Limit (excluding treasury Shares), subject to adjustment in accordance with Rule 14.5 or 14.6 (the “ Refreshed Scheme Limit ”). For the avoidance of doubt, any Shares which have been vested in and transferred out to the Selected Participant shall be considered as utilised for the purpose of calculating the Refreshed Scheme Limit. The Company will comply with the requirements under rules 17.47(6) and 17.47(7) and rules 17.47A, 17.47B and 17.47C of the GEM Listing Rules in respect of the refreshment to the -
scheme limit within any three year period.

APPENDIX IV PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

15.3 The maximum aggregate number of Shares which may be issued in respect of all Awards, options or awards which may be granted pursuant to the Scheme and any other schemes of the Company must not exceed ten per cent (10%) of the Shares in issue as at the date of approval of the Scheme Limit (excluding treasury Shares).
15.4 Subject to the Scheme Limit, the total number of Shares in respect of which Awards may be granted to Service Providers under the Scheme must not exceed such number of Shares representing one per cent (1%) of the Initial Scheme Limit (the “ Initial Scheme Sublimit ”) provided always that any utilisation under the Service Provider Sublimit shall be regarded as utilisation within the Scheme Limit.
15.5 The Company may, conditional upon the obtaining of the required approval for the Refreshed Scheme Limit, refresh the Service Provider Sublimit by a separate ordinary resolution of the Shareholders (or independent Shareholders, as the case may be). The maximum number of Shares which may be issued in respect of any Awards to be granted to Service Providers under the Service Provider Sublimit as refreshed (the “ Refreshed Scheme Sublimit ”) must not exceed one per cent (1%) of the Refreshed Scheme Limit.
~~15.2~~ 15.6 The total number of ~~non-vested Award~~ Shares ~~granted to any one Selected Participant under the Scheme shall not exceed one (1) per cent of the total number of issued Shares from time to timei~~ ssued and to be issued in respect of the Awards granted under the Scheme and options and awards granted under any other schemes of the Company to each Selected Participant (excluding any options, awards and Awards lapsed in accordance with the terms of the Scheme or other -
schemes of the Company, as the case may be) in any 12 month period must not exceed one per cent (1%) of the Shares in issue (excluding treasury Shares). Where any grant of Awards to a Selected Participant would result in the Shares issued and to be issued in respect of all options, awards and Awards granted to such Selected Participant under the Scheme and any other schemes of the Company (excluding any options, awards and Awards lapsed in accordance with the terms -
of the Scheme or other schemes of the Company, as the case may be) in the 12 month period up to and including the date of such grant representing in aggregate over one per cent (1%) of the Shares in issue (excluding treasury Shares), such grant must be separately approved by the Shareholders in general meeting with such Selected Participant and his/her close associates (or associates if the Selected Participant is a connected person) abstaining from voting.
15.7 For the purpose of calculating the Scheme Limit or the Service Provider Sublimit, as the case may be:
(a) Awards previously granted under this Scheme and any other schemes of the Company (including those outstanding, forfeited, or lapsed) will not be regarded as utilized for the purpose of calculating the Scheme Limit;
(b) Awards previously granted to the Service Providers (including those outstanding, forfeited, or lapsed) will not be regarded as being utilized for the purpose of calculating the Service Provider Sublimit;

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

(c) in the event that the Company cancels a Selected Participant’s Awards and makes a new grant to such Selected Participant, the Awards cancelled will be regarded as utilized for the purpose of calculating the Scheme Limit (or the Service Provider Sublimit, as the case maybe); and
(d) Shares issued and allotted as a result of vesting or exercise of awards previously granted under this Scheme and any other schemes of the Company will not be counted for the purpose of determining the number of Shares in issue at the date of the relevant Shareholders’ meeting.

16. RETURNED SHARES

16.1 The Trustee shall hold Returned Shares to be applied towards future Awards in accordance with the provisions hereof for the purpose of the Scheme.

17. INTERPRETATION

17.1 Any decision to be made under the Scheme, including matters of interpretation with respect to the Scheme Rules, shall be made by the Board or the committee of the Board or person(s) to which the Board has delegated its authority. The decision by the Board shall be final and binding.

18. ALTERATION OF THE SCHEME

~~18.1 Subject to the Scheme Limit and compliance with Rule 20.1 (if applicable), theT~~ he Scheme may be altered in any respect by a resolution of the Board, ~~provided that no such alteration shall operate to affect adversely any subsisting rights of any Selected Participant unless otherwise provided for in these Scheme Rules, excepte~~ xcept that any alterations to the terms of the Scheme which are of a material nature or are related to matters set out in Rule 23.03 of the GEM Listing Rules to the advantage of the Selected Participants must be approved by the Shareholders in general meeting. The Board’s determination as to whether any proposed alteration to the terms of the Scheme is material shall be conclusive. ~~:~~
~~18.2 with the consent in writing of Selected Participants amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date; or~~
~~18.31~~ 8.1 ~~with the sanction of a special resolution that is passed at a meeting of the Selected Participants amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date.~~
~~18.41~~ 8.2 Any changes to the authority of the Board in relation to any alteration of the terms of the Scheme shall not be made without the prior approval of the Shareholders in general meeting. ~~For the avoidance of doubt, the change in the subsisting rights of a Selected Participant in Rule 18.1 refers solely to any change in the rights in respect of the Award Shares already granted to a Selected Participant.~~

APPENDIX IV PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

~~18.5~~ 18.3 Save for alterations which take effect automatically under the terms of the Scheme, any change to the terms of the Awards granted to a Selected Participant 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 same body(ies).
~~18.6~~ 18.4 Written notice of any amendment to the Scheme shall be given to all Selected Participants and the Trustee. ~~For any such meeting of Selected Participants referred to in Rule 18.1, all the provisions of the Bye-laws as to general meetings of the Company shall apply mutatis mutandis as though the Shares then held by the Trustee on behalf of Selected Participants were a separate class of shares forming part of the share capital of the Company except that:~~
~~(a) not less than 7 days’ notice of such meeting shall be given;~~
~~(b) a quorum at any such meeting shall be two Selected Participants present in person or by proxy;~~
~~(c) every Selected Participant present in person or by proxy at any such meeting shall be entitled on a show of hands to one vote, and on a poll, to one vote for each Award Share awarded to him or her and held by the Trustee (but, for the avoidance of doubt, excluding for this purpose any Returned Shares);~~
~~(d) any Selected Participant present in person or by proxy may demand a poll; and~~
~~(e) if any such meeting is adjourned for want of a quorum, such adjournment shall be to such date and time, being not less than 7 nor more than 14 days thereafter, and to such place as may be appointed by the chairman of the meeting (as appointed by the Board). At any adjourned meeting those Selected Participants who are then present in person or by proxy shall form a quorum provided that Rule 18.3(b) shall be complied with in the event of any such adjournment. At least 7 days’ notice of any adjourned meeting shall be given in the same manner as for an original meeting and such notice shall state that those Selected Participants who are then present in person or by proxy shall form a quorum provided that Rule 18.3(b) shall be complied with.~~

19. TERMINATION

19.1 Subject to Rule 4, the Scheme shall terminate on the earlier of:
(a) the end of the Award Period;
(b) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder; provided further that for the avoidance of doubt, the change in the subsisting rights of a Selected Participant in this Rule 19.1(b) refers solely to any change in the rights in respect of the Award Shares already granted to a Selected Participant; and

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

(c) such date on which an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding up of the Company (otherwise than for the purpose of, and follow by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company).
19.2 On the Business Day following the settlement, lapse, forfeiture or cancellation (as the case may be) of the last outstanding Award made under the Scheme, the Trustee shall sell all the Shares remaining in the Trust within a reasonable time period as agreed between the Trustee and 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 remit all cash and net proceeds of such sale referred to in this Rule 19.2 and other funds remaining in the Trust (after making appropriate deductions in respect of all disposal costs, expenses and other existing and future liabilities in accordance with the Trust Deed) to the Company. For the avoidance of doubt, the Trustee shall not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than the proceeds in the sale of such Shares pursuant to this Rule 19.2).

20. SHAREHOLDERS’ MANDATE[ INTENTIONALLY DELETED]

~~20.1 To the extent that the Scheme Limit set out in Rule 15.1 is subsequently increased by way of alteration of the Scheme pursuant to Rule 18.1 and the Company is required to allot and issue new shares to satisfy any Awards in excess of the amount available under the general mandate or permitted in the specific mandate approved by the Shareholders, the Company shall at a general meeting propose, and the Shareholders shall consider and, if thought fit, pass an ordinary resolution approving a specific mandate specifying:~~
~~(a) the maximum number of new Shares that may be issued for this purpose; and~~
~~(b) that the Board has the power to issue; allot, procure the transfer of and otherwise deal with the Shares in connection with the Scheme.~~
~~20.2 The mandate referred to in Rule 20.1 will remain in effect only during the period from the passing of the ordinary resolution granting the mandate until the earlier of: (i) the variation or revocation of such mandate by an ordinary resolution of the Shareholders in a general meeting; and (ii) the expiration of the Award Period.~~

21. MISCELLANEOUS

21.1 The Scheme shall not form part of any contract of employment between the Company or any Subsidiary and any Eligible Person, and the rights and obligations of any Eligible Person under the terms of his/her office or employment shall not be affected by his/her participation in the Scheme or any right which he/she may have to participate in it and the Scheme shall afford such Eligible Person no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

21.2 The Company shall bear the costs of establishing and administering the Scheme, including, for the avoidance of doubt, costs arising from communication as referred to in Rule 21.3, expenses incurred in the purchase of Shares by the Trustee and stamp duty and normal registration fee (i.e. not being fee chargeable by the share registrar of any express service of registration) in respect of the transfer of Shares to Selected Participants on the relevant Vesting Date. For the avoidance of doubt, the Company shall not be liable for any Taxes or expenses of such other nature payable on the part of any Eligible Person in respect of any sale, purchase, vesting or transfer of Shares (or cash amount of equivalent value being paid), other than for any withholding tax liability of the Company or any member of the Group under applicable laws.
21.3 Any notice or other communication between the Company and any Eligible Person may be given by sending the same by prepaid post or by personal delivery to, in the case of the Company, its registered office in Hong Kong or such other address as notified to the Eligible Person from time to time and in the case of an Eligible Person, his/her address as notified to the Company from time to time or by hand delivery. In addition, any notice (including the Vesting Notice) or other communication from the Company to any Eligible Person or Selected Participant may be given by any electronic means through the Trustee, as the Board considers appropriate.
21.4 Any notice or other communication served by post shall be deemed to have been served 24 hours after the same was put in the post. Any notice or other communication served by electronic means shall be deemed to have been received on the day following that on which it was sent.
21.5 The Company shall not be responsible for any failure by any Eligible Person to obtain any consent or approval required for such Eligible Person to participate in the Scheme as a Selected Participant or for any Taxes, expenses, fees or any other liability to which an Eligible Person may become subject as a result of participation in the Scheme.
21.6 Each and every provision hereof shall be treated as a separate provision and shall be severally enforceable as such in the event of any provision or provisions being or becoming unenforceable in whole or in part. To the extent that any provision or provisions are unenforceable they shall be deemed to be deleted from these Scheme Rules, and any such deletion shall not affect the enforceability of the Scheme Rules as remain not so deleted.
21.7 [Intentionally deleted] ~~The Scheme is not subject to the provisions of Chapter 23 of the Listing Rules.~~
21.8 Save as specifically provided herein, the Scheme shall not confer on any person any legal or equitable rights (other than those constituting and attaching to the Award Shares themselves) against the Group directly or indirectly or give rise to any cause of action at law or in equity against the Group. No person shall, under any circumstances, hold the Board, its delegate and/or the Company liable for any costs, losses, expenses and/or damages whatsoever arising from or in connection with the Scheme or the administration thereof.

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

APPENDIX IV

21.9 In the event that an Award lapses or forfeited in accordance with the Scheme Rules, no Selected Participants shall be entitled to any compensation for any loss or any right or benefit or prospective right or benefit under the Scheme which he or she might otherwise have enjoyed.
21.10 The Scheme shall operate subject to the Bye-laws and to any restrictions under any applicable laws, rules and regulations.
21.11 By participating in the Scheme, the Selected Participant consents to the holding, processing, storage and use of personal data or information concerning him or her by any member of the Group, the Trustee or other third party service provider, in Hong Kong or elsewhere, for the purpose of the administration, management or operation of the Scheme. Such consent permits, but is not limited to, the following:
(a) the administration and maintenance of records of the Selected Participant;
(b) the provision of data or information to members of the Group, the Trustee, registrars, brokers or third party administrators or managers of the Scheme, in Hong Kong or elsewhere;
(c) the provision of data or information to future purchasers or merger partners of the Company, the Selected Participant’s employing company, or the business in which the Selected Participant works;
(d) the transfer of data or information about the Selected Participant to a country or territory outside the Selected Participant’s home country which may not provide the same statutory protection for the information as his/her home country; and
(e) in the case where an announcement is required to be made pursuant to the GEM Listing Rules for the purposes of granting an Award, the disclosure of the identity of such Selected Participant, the number of Award Shares and the terms of the Award granted and/or to be granted and all other information as required under the GEM Listing Rules

The Selected Participant is entitled, on payment of a reasonable fee, to a copy of the personal data held about him or her, and if such personal data is inaccurate, the Selected Participant has the right to have it corrected.

22. GOVERNING LAW

22.1 The Scheme shall be governed by and construed in accordance with the laws of Hong Kong.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

The following is a summary of the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme:

1. Purpose

The purpose of the New Share Option Scheme is:

(a) to attract and retain the best quality personnel for the development of the Group’s businesses;
(b) to provide additional incentives or rewards to selected Eligible Participants for their contribution to the creation of the Company’s value; and
(c) to promote the long term financial success of the Group by aligning the interests of the Grantees with those of the Shareholders.

2. Who may join

On and subject to the terms of the New Share Option Scheme and the requirements of the GEM Listing Rules, the Board may offer to grant an Option to any Eligible Participant as it may at its absolute discretion select. The Eligible Participants of the New Share Option Scheme include the following participants (the “ Eligible Participants ”):

(a) any person employed (whether on a full time or part time basis) by any member of the Group who has successfully passed their probation period and any person who is a director (whether executive or non-executive) of any member of the Group, which shall include any person who is granted Option(s) as an inducement to enter into employment contract with any member of the Group; for the avoidance of doubt, a Grantee shall not cease to be an Employee only by reason of (a) any leave of absence approved by his/her employing or engaging company; or (b) transfers between the Group or any successor (the “ Employee(s) ”);
(b) any person who is employed by or is a director (whether executive or non-executive) of any of the holding companies, fellow subsidiaries or associated companies of the Company (the “ Related Entity Participant(s) ”); and

APPENDIX V SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(c) any person who provides services to any member of the Group on a continuing or recurring basis in its ordinary course of business which, in the opinion of the Board, are in the interests of the long term growth of the Group, including: (a) suppliers of services to any member of the Group; and (b) advisors (professional or others) or consultants to any area of business or business development of any member of the Group, provided that any placing agents or financial advisers providing advisory services to the Group for fundraising, mergers or acquisitions and professional services providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity should not be Service Providers for the purpose of the New Share Option Scheme (the “ Service Provider(s) ”).

3. Administration and Basis of Determining the Eligibility of Eligible Participants

The New Share Option Scheme shall be subject to the administration of the Board whose decision shall be final and binding, subject to the provisions of the GEM Listing Rules, applicable laws and other regulations from time to time in force. The Board’s administrative powers include, but not limited to, the authority in its discretion to:

(a) select Eligible Participants to whom the Options may be granted hereunder;
(b) determine the time of the grant of Options;
(c) determine the number of the Options;
(d) approve forms of the option agreements setting out the terms on which particular Options are granted;
(e) determine the terms and conditions of any Option (including but not limited to conditions, restrictions or limitations, the vesting period, Option Period, etc.);
(f) construe and interpret the terms and conditions of the New Share Option Scheme and Options granted pursuant to the New Share Option Scheme;
(g) prescribe, amend and rescind rules and regulations relating to the New Share Option Scheme, including rules and regulations relating to sub-schemes established for the purpose of qualifying for preferred treatment under foreign laws and for benefits intended solely for any particular type of Eligible Participants provided that administration of any such sub-schemes shall follow the requirements of the GEM Listing Rules; and/or
(h) subject to other provisions of the New Share Option Scheme, vary the terms and conditions of any option agreement (provided that such variation is not inconsistent with the terms of the GEM Listing Rules and the New Share Option Scheme).

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

4. Grant of Option

On and subject to the terms of the New Share Option Scheme and the requirements of the GEM Listing Rules, the Board shall be entitled at any time within 10 years commencing on the Adoption Date to make an offer for the grant of Option to any Eligible Participant as the Board may in its absolute discretion select.

An offer of the grant of an Option shall be made to an Eligible Participant by letter in such form as the Board may from time to time determine, specifying the number of Shares, the subscription price, the vesting period, the Option Period, the performance target(s) (if any), and the clawback mechanism (if any) in respect of which the offer is made and further requiring the Eligible Participant to undertake to hold the Option on the terms and conditions on which it is to be granted and vest, and to be bound by the provisions of the New Share Option Scheme. An offer may only be made on a business day.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

5. Acceptance of offer for the grant of Options

An offer shall remain open for acceptance by the Eligible Participant concerned for a period of 28 days from the date of the offer (or such longer period as the Board may specify in writing). An offer may not be accepted by a person who has ceased to be an Eligible Participant after the offer has been made. No offer shall be capable of or open for acceptance after the expiry of 10 years after the Adoption Date. An offer of the grant of an Option shall have been accepted when the duplicate letter comprising acceptance of the Option duly signed by the Grantee together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such remittance shall in no circumstances be refundable. If such remittance is not enclosed, acceptance of an offer shall create a promise by the relevant Grantee to pay to the Company HK$1.00 on demand.

An offer of the grant of an Option may be accepted in respect of less than the number of Shares which are offered provided that it is accepted in respect of a number of Shares (which is clearly stated in the acceptance of the offer) equal to a board lot for the purposes of trading Shares on the Stock Exchange from time to time or an integral multiple thereof.

6. Subscription price

The subscription price in respect of any particular Option shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) provided that the subscription price shall not be less than whichever is the higher of: (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the Commencement Date; (b) the average closing prices of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five (5) business days immediately preceding the Commencement Date; and (c) the nominal value of a Share.

7. Performance target

Any grant of Options under the New Share Option Scheme may be subject to a performance target (if any) as the Board may determines and states in the letter containing the offer of the grant of the Option so as to achieve the purpose of the New Share Option Scheme.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

8. Exercise of Option and vesting period

Subject to the terms of the New Share Option Scheme, an Option shall be exercised in whole or in part by the Grantee, to the extent it is exercisable, by giving notice in writing to the Company (including any notice by electronic transmission), whether by himself/herself or through his/her designated appointee and in such manner as the Company may prescribe from time to time, stating that the Option is thereby exercised and the number of Shares in respect of which it is so exercised. Each such notice must be accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given, payable in such manner as the Company may prescribe from time to time. Within 28 days after receipt of the notice and receipt of remittance (whichever is the later date), and where appropriate, receipt of the certificate of the auditors or an independent financial adviser, the Company shall accordingly allot the relevant Shares to the Grantee credited as fully paid and issue to the Grantee a share certificate or share certificates (as the case may be) in respect of the Shares so allotted.

Subject to the exceptions as set out below, an Option shall be held for a minimum period, being a period of not less than 12 months, and the performance target (if any) must be achieved before it can become vested and exercisable and the vesting period shall be determined by the Board from time to time, subject to the approval of the Remuneration Committee if so required by the GEM Listing Rules. An Option granted to a Grantee may be subject to a shorter Vesting Period under specific circumstances which include but not limited to those as set out below:

(a) grants of “make-whole” Options to an Eligible Participant (who is a new joiner) to replace the awards or options he/she forfeited when leaving his/her previous employer(s). In such case, the vesting period may be shorter to reflect the remaining vesting period in respect of the forfeited awards or options;
(b) grants of “make-whole” Options to an Eligible Participant who is an existing key personnel of a newly acquired subsidiary of the Company to replace the awards or options he/she forfeited upon the acquisition of the subsidiary by the Company. In such case, the Vesting Period may be shorter to reflect the remaining vesting period in respect of the forfeited awards or options;
(c) grants to an Eligible Participant whose employment is terminated due to retirement, death, disability, or reason other than resignation or Misconduct. In such circumstance(s), the vesting of an Option may accelerate;
(d) grants of Options with performance-based vesting condition(s) as provided in the New Share Option Scheme, in lieu of time-based vesting criteria;
(e) grants that are made in batches during a year for administrative and compliance reasons, which may include Options that should have been granted earlier but had to wait for a subsequent batch. In such cases, the vesting periods may be shorter to reflect the time from which an Option would have been granted;

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

(f) grants of Options with a mixed or accelerated vesting schedule such as where such Options may vest evenly over a period of 12 months; or
(g) grants of Options with a total vesting period and holding period of more than 12 months.

All vesting criteria, time and conditions (including the achievement of performance target (if any)) and periods (including the vesting date) shall be set out in the relevant offer letter issued to each selected Eligible Participant.

9. Rights are personal to Grantee

An Option 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 in favour of any third party over or in relation to any Option, or enter into any agreement so to do. For the avoidance of doubt, to the extent permissible by applicable laws and regulations (including the GEM Listing Rules) and subject to the grant of waiver and the imposition of any conditions on the transfer by the Stock Exchange, a Grantee may transfer his/her Option to a vehicle (such as a trust or to a wholly owned company) for the sole benefit of such Grantee and/or any family members of the Grantee and at the absolute discretion of the Grantee, provided that the Option so assigned would continue to meet the purpose of the New Share Option Scheme and will be reassigned back to the Grantee once the assignee ceased to be holding such Option on the aforesaid basis.

10. Ranking of Shares

The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the Bye-laws of the Company (as amended from time to time) and shall rank pari passu in all respects with the existing fully paid Shares in issue on the allotment date or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the allotment date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the allotment date, or, if later, before the date of registration of the allotment in the register of members of the Company. A Grantee shall have no rights (including any right to dividend or other distribution) in respect of Shares subject to an Option until the Shares are allotted and issued to him/her under the terms of the New Share Option Scheme.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

11. Restrictions on the time of grant of Options

An offer of the grant of an Option may not be made after inside information (as defined in the GEM Listing Rules) has come to the Company’s knowledge until (and including) the trading day after such inside information has been publicly disseminated in accordance with the GEM Listing Rules. In particular, but only insofar as and for so long as the GEM Listing Rules require (as may be amended from time to time), no Option may be granted during the period commencing 30 days immediately before the earlier of: (a) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s results for any half-year, quarterly or any other interim period (whether or not required under the GEM Listing Rules); and (b) the deadline for the Company to announce its results for any half-year under the GEM Listing Rules, or quarterly or any other interim period (whether or not required under the GEM Listing Rules), and ending on the date of the results announcement; no Option may be granted during the period commencing 60 days immediately before the earlier of: (a) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s results for any year; and (b) the deadline for the Company to announce its results for any year under the GEM Listing Rules, and ending on the date of the results announcement.

The period during which no Option may be granted will cover any period of delay in the publication of a results announcement.

12. Rights on cessation of employment due to death, disablement or retirement

Subject to paragraphs 14 to 18 below and the absolute discretion of the Board to determine otherwise, an Option shall lapse and not be exercisable (to the extent not already exercised) at the end of the period of 12 months following the date on which the Grantee ceases to be an Eligible Participant due to any of the following events (or within such extended period of time as the Board may in its absolute discretion determines): (a) death; (b) total permanent physical or mental disablement; or (c) retirement under normal retirement conditions then prevailing in his/her employing or engaging company, or as amended on a generic or case by case basis. In the case of a Grantee ceasing to be an Eligible Participant by reason under sub-paragraphs (a) or (b) above, the Option may be exercised by the legal personal representatives of the Grantee.

13. Rights on cessation of employment other than death, disablement or retirement

Subject to paragraphs 14 to 18 below and the absolute discretion of the Board to determine otherwise, an Option shall lapse immediately and not be exercisable by the Grantee (to the extent such Option has become exercisable and not already exercised) on the date on which the Grantee ceases to be an Eligible Participant due (a) the termination of employment of the Grantee by reason of resignation; or (b) termination of employment of the Grantee on the grounds of Cause.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

14. Rights on termination due to separate listing or sale

If the Board considers that a Grantee has ceased to be an Eligible Participant due to the sale, or separate listing, of a member of the Group the Grantee is serving, or if a member of the Group the Grantee is serving is merged, reorganised or consolidated with another entity (and sub-paragraphs 15 to 17 below do not apply), the Board may at its sole discretion: (a) arrange for substitute options or share purchase rights of no less than equivalent fair value, in the purchasing, surviving or newly-listed company; (b) provide cash compensation equivalent to their fair value; (c) waive any conditions as to vesting; or (d) permit the continuation of the Option according to its original terms. If the Board does not make any of the arrangements specified in sub-paragraphs (a) to (d) above, the Option shall immediately lapse.

15. Rights on general offer

If a takeover by way of general offer is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the Option will immediately vest or otherwise becomes immediately exercisable and the Grantee shall be entitled to exercise the Option at any time until the earlier of the expiry of the term of the Option as set forth in the option agreement or one month after the date on which the offer becomes or is declared unconditional following which the Option shall lapse or such longer time as the Board may decide.

16. Rights on compromise or arrangement

If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of the amalgamation of the Company with any other company or companies (including a takeover by way of a scheme of arrangement), the Company shall give notice to the Grantees on the same date as it despatches the notice to each member or creditor of the Company summoning the meeting to consider such a compromise, arrangement or scheme, and thereupon the Options shall vest or otherwise becomes immediately exercisable and the Grantees may until the expiry of the period commencing on such date and ending with the earlier of the date two (2) calendar months thereafter or the date on which such compromise, arrangement or scheme is sanctioned by the court (but in any case no later than the expiration of the term of such Option as set forth in the option agreement), exercise the Options (to the extent already vested but not already exercised) but in each case conditional upon such compromise, arrangement or scheme being sanctioned by the court and becoming effective, and upon such compromise, arrangement or scheme becoming effective, all Options shall lapse except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position, as nearly as possible, as would have been the case had such Shares been subject to such compromise, arrangement or scheme. If the Option is not exercised within the time specified, the Option shall lapse.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

17. Rights on voluntary winding-up of the Company

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Grantees (together with a notice of the existence of the provisions of this paragraph) and thereupon, each Grantee shall be entitled to exercise all or part of his/her Option (to the extent not already exercised, irrespective of whether the Option has become exercisable or not) at any time not later than two (2) business days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid. If the Option is not exercised within the time specified, the Option shall lapse.

18. Misconduct, misstatement in financial statements of the Group and breach of employment contract

In the event the Board determines that the Grantee (a) has committed a Misconduct; (b) is involved in a material misstatement in the Company’s financial statements; (c) has committed a breach of the employment contract or, as the case maybe, the services agreement of the Grantee; (d) the employment or, as the case maybe, the services agreement of the Grantee has been terminated on the grounds of Misconduct; and (e) whose conduct, in the reasonable opinion of the Board, amounts to gross negligence, fraud or dishonesty which results in or reasonably likely to result in a significant reputation damage to the Group or a material adverse effect to the financial position, business, prospects, performance or profitability of the Group, the Board may at its absolute discretion forfeit all the outstanding Options granted to the relevant Grantee but not yet vested and exercised without the approval of the relevant Grantee.

19. Lapse of Option

Subject to the discretion of the Board to extend the Option Period for particular Option(s) in accordance with the terms of the New Share Option Scheme, whether pursuant to its discretion to determine the rights of a Grantee ceasing to be an Eligible Participant or otherwise, and without prejudice to the authority of the Board to provide for additional situations where an Option shall lapse in any Option Agreement, an Option shall lapse and not be exercisable (to the extent not already exercised) on the earliest of: (a) the Grantee ceasing to be an Eligible Participant; (b) the expiry of the Option Period; (c) the expiry of any of the periods referred to in paragraphs 12 to 18; and (d) the date on which the Board certifies that for the reason of a breach of paragraph 9.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

20. Cancellation and alteration of Option

Options granted but not exercised or lapsed or forfeited in accordance with the terms of the New Share Option Scheme may be cancelled by the Company with the approval of the relevant Grantee(s). Where the Company cancels Options and offers to make new grants to the same Grantee, the grant of such new Options may only be made under the New Share Option Scheme with the available Option Scheme Mandate Limit within the limits set out in paragraphs 21(a), (b), (d) and (e). The cancelled Options shall not be added back to replenish the available Option Scheme Mandate Limit and the Option Service Provider Sublimit.

Where the Company changes the terms of any Options granted to a Grantee, such changes 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 was first approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders, except those changes which take effect automatically under the terms of the New Share Option Scheme.

21. Maximum number of Shares available under the New Share Option Scheme

(a) Option Scheme Mandate Limit

Prior to the approval of a Refreshed Mandate Limit (as defined below), the total number of Shares which may be allotted and issued or transferred upon exercise of all options to be granted under the New Share Option Scheme (including, for the avoidance of doubt, such maximum number of Shares which may be allotted and issued or transferred upon exercise of the Service Providers’ Options under the Option Service Provider Sublimit set out in sub-paragraph 21(b) below) must not in aggregate exceed 3% of the Shares in issue (excluding treasury Shares) as at the Adoption Date (the “ Initial Mandate Limit ”).

The Company may refresh the abovementioned limit by ordinary resolution of its Shareholders after three years from the date of Shareholders’ approval for the last refreshment (or the adoption of the New Share Option Scheme, as the case maybe). The Company must send a circular to the Shareholders containing such information as required under the GEM Listing Rules. Any proposal for refreshing such limit before the end of such three year period must be approved by the independent Shareholders pursuant to Rule 23.03C(1) of the GEM Listing Rules and any controlling Shareholders and their associates (or if there is no controlling Shareholder, Directors (excluding independent non-executive Directors) 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. In no event that the total number of Shares which may be allotted and issued or transferred under such limit as refreshed (the “ Refreshed Mandate Limit ”) may exceed 3% of the Shares in issue (excluding treasury Shares) as at the date of approval of the Refreshed Mandate Limit.

The Company will comply with the requirements under rules 17.47(6) and 17.47(7) and rules 17.47A, 17.47B and 17.47C of the GEM Listing Rules in respect of the refreshment to the scheme mandate limit within any three-year period.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

(b) Option Service Provider Sublimit

Subject to available Option Scheme Mandate Limit and prior to the approval of a Refreshed Sublimit (as defined below), the total number of Shares which may be allotted and issued or transferred upon exercise of all options to be granted under the New Share Option Scheme to the Service Providers must not exceed such number of Shares representing 10% of the Initial Mandate Limit (the “ Initial Sublimit ”) provided always that any utilisation under the Option Service Provider Sublimit shall be regarded as utilisation within the Option Scheme Mandate Limit.

The Company may, conditional upon the obtaining of the required approval for the Refreshed Mandate Limit set out in sub-paragraph 21a above, refresh the Option Service Provider Sublimit by a separate ordinary resolution of its Shareholders (or independent Shareholders, as the case may be) at the Shareholders’ meeting where approval for the Refreshed Mandate Limit is sought. In no event that the Option Service Provider Sublimit as refreshed (the “ Refreshed Sublimit ”) may exceed 10% of the Refreshed Mandate Limit.

(c) Calculation of the Limits

For the purpose of calculating the Option Scheme Mandate Limit or the Option Service Provider Sublimit, as the case may be:

(i) options previously granted under the New Share Option Scheme and any other schemes of the Company (including those outstanding, forfeited, or lapsed) will not be regarded as utilized for the purpose of calculating the Option Scheme Mandate Limit;
(ii) options previously granted to Service Providers (including those outstanding, forfeited, or lapsed) will not be regarded as being utilized for the purpose of calculating the Option Service Provider Sublimit;
(iii) in the event that the Company cancels a Grantee’s Options and makes a new grant to such Grantee, the Options cancelled will be regarded as utilized for the purpose of calculating the Option Scheme Mandate Limit (or the Option Service Provider Sublimit, as the case maybe); and
(iv) Shares issued and allotted as a result of vesting or exercise of options or awards previously granted under the New Share Option Scheme and any other schemes of the Company will not be counted for the purpose of determining the number of Shares in issue at the date of the relevant Shareholders’ meeting.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

(d) Granting Options Beyond the Option Scheme Mandate Limit

The Board may seek separate approval of the Shareholders in general meeting to grant Options beyond the Initial Mandate Limit or the Refreshed Mandate Limit, provided that the Options in excess of the Initial Mandate Limit or the Refreshed Mandate Limit shall be granted only to such Eligible Participant(s) and for such number and terms specifically identified and determined by the Company before such approval is sought and the Company shall issue a circular to the Shareholders containing all information and details from time to time required by the Stock Exchange in relation to any such proposed grant to such Eligible Participant(s).

The date of the board meeting for proposing the grant (which is made subject to such approvals set out in this sub-paragraph) should be taken as the Commencement Date for such grant.

(e) Limit for Each Grantee

The total number of Shares issued and to be issued upon exercise of Options (whether exercised or outstanding) together with all other options and awards granted under the New Share Option Scheme and any other schemes of the Company in any 12-month period to each Grantee must not exceed 1% of the Shares in issue (excluding treasury Shares).

Where any further grant of Options to a Grantee would result in the Shares issued and to be issued upon exercise of all options and awards granted and to be granted to such person together with all other options and awards (excluding all options and awards lapsed in accordance with the terms of the schemes) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the Shares in issue (excluding treasury Shares), such grant shall be subject to separate approval by the Shareholders in general meeting with the relevant Grantee and its close associates (or associates if the Grantee is a connected person) abstaining from voting.

The Company shall issue a circular to the Shareholders containing all information and details from time to time Required in relation to such approval. The date of the board meeting for proposing the grant (which is made subject to such approvals set out in this sub-paragraph) should be taken as the Commencement Date for such grant.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

(f) Grant to Substantial Shareholder and Independent Non-executive Director

Insofar and for so long as the GEM Listing Rules so require, no Option may be granted to any substantial shareholder of the Company or an independent non-executive Director (or any of their respective associates or any person whose associate is a substantial shareholder or an independent non-executive Director) which would result in the Shares issued and to be issued upon exercise of all Options and other options and awards already granted (excluding those lapsed in accordance with the terms of the scheme) to such person under the New Share Option Scheme and any other scheme(s) of the Company in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the number of Shares in issue (excluding treasury Shares); unless such further grant is approved by the Shareholders in general meeting.

At such general meeting, the grant of Options to the substantial shareholder of the Company or independent non-executive Director (or any of their respective associates or any person whose associate is a substantial shareholder or an independent non-executive Director) shall, for so long and insofar as the GEM Listing Rules so require, be approved by the Shareholders by way of poll with the Grantee, his/her associates and all core connected persons and such other persons as the GEM Listing Rules may require abstaining from voting, except that any connected person may vote against such resolution provided that he or she has informed the Company of his/her intention to do so and such intention has been stated in the relevant circular to Shareholders.

The circular to Shareholders must contain the explanation of the proposed grant, disclosing, among other matters, (i) the number and terms of the Options to be granted, (ii) containing a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a Grantee) on whether or not to vote in favour of the proposed grant, (iii) containing information as may be required by the Stock Exchange from time to time.

The date of the board meeting for proposing the further grant (which is made subject to such approvals set out in this sub-paragraph) should be taken as the Commencement Date for such grants.

In addition, for so long and insofar as the GEM Listing Rules so require, any variation in the terms of Option granted to a Grantee who is a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, must be approved by the Shareholders in general meeting with persons who as specified above should have abstained from voting in approving such Grant abstaining from voting.

(g) Adjustment to Maximum Number of Shares

The maximum number of Shares referred to in this paragraph 21 will be adjusted, in such manner as the auditors or an independent financial adviser shall certify to be appropriate, in accordance with paragraph 22 below, in the event of any alteration in the capital structure of the Company whether by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend scheme), rights issue, consolidation, subdivision or reduction of the share capital of the Company or otherwise howsoever.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

22. Effects of reorganisation of capital structure

In the event of any alteration in the capital structure of the Company whilst any Option may become or remains exercisable, whether by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend scheme), rights issue, consolidation, subdivision, reduction or similar reorganisation of the share capital of the Company, such corresponding adjustment (if any) shall be made to:

(a) the number or nominal amount of Shares subject to the Option so far as unexercised;
(b) the subscription price;
(c) the method of exercise of the Option; and/or
(d) the maximum number of Shares under the Option Scheme Mandate Limit and/or the Option Service Provider Sublimit referred to in paragraph 21 above,

as the auditors or an independent financial adviser shall certify in writing to the Board either generally or as regard to any particular Grantee to be in their opinion fair and reasonable (except in the case of a capitalisation issue where no such certification shall be required), provided that:

(i) any such adjustment shall be made on the basis that the aggregate subscription price payable by a Grantee on the full exercise of any Option shall remain the same, or as nearly the same as possible as (but shall not be greater than) it was before such event;
(ii) no such adjustment shall be made if the effect of which would be to enable a Share to be issued at less than its nominal value;
(iii) no such adjustment shall be made if the effect of which would be to increase the proportion of the issued share capital of the Company for which any Grantee is entitled to subscribe pursuant to the Options held by such Grantee; and
(iv) any such adjustment shall be made in compliance with Chapter 23 of the GEM Listing Rules and the requirements under Appendix 1 to FAQ13 - No. 16 issued by the Stock Exchange and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time.

For the avoidance of doubt only, the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment.

If there has been any alteration in the capital structure of the Company as referred to above, the Company shall inform each Grantee of such alteration and inform the Grantee of the adjustment (if any) to be made in accordance with the certificate of the auditors or an independent financial adviser obtained by the Company for such purpose. In giving any such certificate, the auditors or an independent financial adviser shall be deemed to be acting as experts and not as arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantee.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX V

23. Term of the New Share Option Scheme

The New Share Option Scheme shall be valid and effective for the period commencing on the Adoption Date and expiring on the tenth anniversary thereof or such earlier date as the New Share Option Scheme is terminated in accordance with the terms of the New Share Option Scheme, after which no further Options shall be offered or granted but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respects. Options granted during the term of the New Share Option Scheme shall continue to be valid in accordance with their terms of grant after the end of the term of the New Share Option Scheme.

24. Alteration to the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Board except that the provisions of the New Share Option Scheme relating to matters set out in Rule 23.03 of the GEM Listing Rules shall not be altered to the advantage of Grantees or proposed Grantees except with the prior sanction of a resolution of the Company in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option 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 of the Company for a variation of the rights attached to the Shares.

Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature, and any change to the terms of the Options granted, shall be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme. Any change to the authority of the Board to alter the terms of the New Share Option Scheme shall be approved by the Shareholders.

The amended terms of the New Share Option Scheme shall comply with the relevant requirements of Chapter 23 of the GEM Listing Rules.

Subject to the GEM Listing Rules and the terms of the New Share Option Scheme, the Board may, at any time and in its absolute discretion, remove, waive or vary the conditions, restrictions or limitations imposed in an option agreement on compassionate or any other grounds.

25. Termination of the New Share Option Scheme

The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered after the New Share Option Scheme is terminated but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect. All Options granted prior to such termination and not then exercised or in respect of which Shares are not then issued shall remain valid.

NOTICE OF ANNUAL GENERAL MEETING

==> picture [126 x 39] intentionally omitted <==

**AGTech Holdings Limited 亞博科技控股有限公司[*]**

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of AGTech Holdings Limited (the “ Company ”) will be held at 11:00 a.m. on Monday, September 9, 2024 at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

as ordinary business, to receive and adopt the audited financial statements and the reports of the directors (the “ Directors ”) and auditors of the Company for the fifteen months ended March 31, 2024;
as ordinary business, to consider and, if thought fit, pass the following resolutions:
(i) to re-elect Ms. Hu Taoye as an executive Director;
(ii) to re-elect Mr. Chow Siu Lui as an independent non-executive Director;
(iii) to re-elect Mr. Chan Ka Leong as an independent non-executive Director;
(iv) to re-elect Ms. Yuen Kit Ming Fanny as an independent non-executive Director; and
(v) to authorize the board of Directors (the “ Board ”) to fix the remuneration of all Directors who are re-elected at the AGM;
as ordinary business, to re-appoint PricewaterhouseCoopers as the auditors of the Company and its subsidiaries for the ensuing year and authorize the Board to fix the remuneration of the appointed auditors;

NOTICE OF ANNUAL GENERAL MEETING

as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
(i) “ THAT :
- (a) subject to paragraph (c) of this resolution, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to sell and transfer treasury shares (if any) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
- (b) the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
- (c) the total number of issued shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of rights of conversion or subscription under the terms of any securities which are convertible into shares of the Company or any share option scheme, share award scheme or similar arrangement of the Company for the time being adopted for the grant or issue to eligible persons of shares of the Company or rights to acquire shares of the Company; or (iii) an issue of shares of the Company as scrip dividends or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of shares (excluding treasury shares, if any) of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and
- (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of 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 bye-laws of the Company or any applicable law to be held; or
(III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares open for a period fixed by the Board to shareholders of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Board 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 territory outside Hong Kong).”

(ii) “ THAT :
(a) subject to paragraph (b) of this resolution, the exercise by the Board during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of shares (excluding treasury shares, if any) of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution,

“ Relevant Period ” means the period from the date of 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 bye-laws of the Company or any applicable law to be held; or
(III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

NOTICE OF ANNUAL GENERAL MEETING

(iii) “ THAT conditional upon resolution number 4(ii) above being passed, the total number of issued shares of the Company which are purchased by the Company under the authority granted to the Board as mentioned in resolution number 4(ii) above shall be added to the total number of issued shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Board pursuant to resolution number 4(i) above.”
as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

“ THAT :

(i) the proposed amendments (the “ Proposed Amendments ”) to the Share Award Scheme of the Company (the “ Share Award Scheme ”), details of which are set out in the section headed “Letter from the Board – Proposed Amendments to the Share Award Scheme” in the circular of the Company dated August 16, 2024, be and are hereby approved and confirmed;
(ii) the Scheme Mandate Limit (as defined in the rules of the Share Award Scheme) for new Shares to be allotted and issued or transferred by the Company in respect of the awards under the Share Award Scheme, being 3% of the Shares in issue (excluding treasury Shares) as at the date of passing of this resolution, be and is hereby approved and adopted. For the avoidance of doubt, the existing scheme mandate limit for the acquisition of existing Shares in respect of the awards under the Share Award Scheme, being 6% of the Shares in issue as at the adoption date of the Share Award Scheme is valid and will continue to be valid after the AGM; and
(iii) any Director be and is hereby authorised to execute all such documents and do all such other acts and things as he or she may, in his or her absolute discretion, consider necessary, desirable or expedient to effect the Proposed Amendments, the Scheme Mandate Limit (for new Shares) and the Service Provider Sublimit and any of the foregoing.”
as special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT

(i) conditional upon the New Share Option Scheme (as hereinafter defined) becoming effective, the share option scheme adopted by ordinary resolution of the shareholders of the Company on December 23, 2014 (the “ Existing Share Option Scheme ”) be and is hereby terminated pursuant to paragraph 13 of the rules of the Existing Share Option Scheme upon the New Share Option Scheme coming into effect;
(ii) conditional upon The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares of the Company which may fall to be allotted and issued pursuant to the exercise of any options granted under the new share option scheme (the “ New Share Option Scheme ”) (a copy of which has been presented to this meeting marked “A” and initialled by the chairman of this Meeting for identification purposes), the New Share Option Scheme be and is hereby approved and adopted; and the Directors be and are hereby authorized to grant options and allot, issue and deal in (or transfer out of treasury) the shares of the Company as may be required to be allotted and issued (or transferred out of treasury) upon the exercise of any options granted under the New Share Option Scheme; and to take all such steps as may be necessary or expedient to implement the New Share Option Scheme; and

NOTICE OF ANNUAL GENERAL MEETING

(iii) conditional upon the New Share Option Scheme becoming effective, the Scheme Mandate Limit (as defined in the rules of the New Share Option Scheme), being 3% of the Shares in issue (excluding treasury Shares) as at the date of passing of this resolution, be and is hereby approved and adopted and the Directors be and are hereby authorized 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 Scheme Mandate Limit.”
as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

“ THAT :

(i) the Service Provider Sublimit (as defined in the Share Award Scheme), being one per cent (1)% of the Scheme Limit (as defined in the Share Award Scheme), be and is hereby approved and adopted; and
(ii) conditional upon the New Share Option Scheme becoming effective, the Service Provider Sublimit (as defined in the New Share Option Scheme), being 10% of the Scheme Mandate Limit, be and is hereby approved and adopted, the maximum number of Shares in respect of which awards and options may be granted under the Share Award Scheme and the New Share Option Scheme, and any options and awards which may be granted under any other share schemes of the Company to the service providers, shall not exceed 44,827,253 Shares, representing approximately 0.38% of the Shares in issue as at the date of the AGM,

and the Directors be and are hereby authorized 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 Service Provider Sublimit.”

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

“ THAT :

(i) the existing bye-laws of the Company (the “ Bye-laws ”) be and is hereby amended as follows:
(a) Bye-law 1 be amended by deleting the words “electron magnetic” and replacing it with the word “similar” in the definition of “electronic communication”.
(b) Bye-law 2 be amended by inserting the following new subparagraph (r) after subparagraph (q):
- “(r) to the extent any provision in these Bye-laws contradicts or is inconsistent with any provision of Part II or Part III of the Electronic Transactions Act 1999 (as amended from time to time) (“ ETA ”) or Section 2AA of the Act, the provisions in these Bye-laws shall prevail; they shall be deemed as an agreement between the Company and the Members to vary the provisions of the ETA and/or to override the requirement of Section 2AA of the Act, as applicable.”
(c) Bye-law 3 be amended by deleting the subparagraph (2) in its entirety and replacing it with the following:–
- “(2) Subject to the Act and, where applicable, the Listing Rules and/or the rules of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares (including its redeemable shares) for cancellation or to be held as treasury shares, as well as warrants or other securities, and such power shall be exercisable by the Board on such terms and conditions as the Board may determine.”

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NOTICE OF ANNUAL GENERAL MEETING

(d) Bye-law 151 be deleted in its entirety and replaced with the following:
“151. The requirement to send to a person referred to in Bye-law 149 the documents referred to in that provision or a summary financial report in accordance with Bye-law 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Bye-law 149 and, if applicable, a summary financial report complying with Bye-law 150, in any manner permitted by these Bye-laws, including on the Company’s website.”
(e) Bye-law 158 be deleted in its entirety and replaced with the following:
“158. (1) Any Notice or document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Bye-laws from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means:
- (a) by serving it personally on the relevant person;
- (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;
- (c) by delivering or leaving it at such address as aforesaid;
- (d) by placing an advertisement in appointed newspapers or other publication and where applicable, (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange;
- (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Bye-law 158(3) without the need for any additional consent or notification;

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NOTICE OF ANNUAL GENERAL MEETING

     - (f) by publishing it on the Company’s website or the website of the Designated Stock Exchange without the need for any additional consent or notification;

     - (g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

  - (2) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

  - (3) Every Member or a person who is entitled to receive notice form the Company under the provisions of the Statutes or these Bye-laws may register with the Company an electronic address to which Notices can be served upon him.

  - (4) Subject to any applicable laws, rules and regulations and the terms of these Bye-laws, any notice, document or publication, including but not limited to the documents referred to in Bye-laws 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such member.”

(f) Bye-law 159 be deleted in its entirety and replaced with the following:
“159. Any Notice or other document:
- (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

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NOTICE OF ANNUAL GENERAL MEETING

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent;
(c) if placed or published on either the Company’s website or the website of the Designated Stock Exchange, shall be deemed to have been given or served on the day on which the notice, document or publication first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules;
(d) if served or delivered in any other manner contemplated by these Bye laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and
(e) if published as an advertisement in a newspaper or other publication permitted under these Bye-laws, shall be deemed to have been served on the day on which the advertisement first so appears.”
(ii) any Director or company secretary of the Company be and is hereby authorised to execute all such documents and do all such other acts and things as he or she may, in his or her absolute discretion, consider necessary, desirable or expedient to effect the proposed amendments to the bye-laws of the Company as stated in paragraph (i) above.

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho

Chairman & CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, August 16, 2024

For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Unit 3912, 39th Floor, Tower Two Times Square Causeway Bay Hong Kong

As at the date of this notice, the Board comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive directors; (ii) Mr. Tung Pen Hung, Ms. Qin Yuehong, Mr. Ji Gang and Mr. Zou Liang as non-executive directors; and (iii) Mr. Chow Siu Lui, Mr. Chan Ka Leong and Ms. Yuen Kit Ming Fanny as independent non-executive directors.

Notes:

Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her/ its stead in accordance with the bye-laws of the Company. 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 shall be present at the AGM personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
The form of proxy and the 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 Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time for holding the AGM or adjourned meeting thereof (as the case may be), and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM (or any adjournment thereof) should they so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.
The record date for determining the entitlement of shareholders of the Company to attend and vote at the AGM will be September 2, 2024. In order to qualify for attending and voting at the forthcoming AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration by 4:30 p.m. on Monday, September 2, 2024.

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AI assistant

Joy Spreader Group Inc. — AGM Information 2024

51106_rns_2024-08-16_f26c45c4-6cbd-4c99-ac78-0fd6c9e046ae.pdf

AGTech Holdings Limited 亞博科技控股有限公司[*]

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS, PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME, PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

AGTech Holdings Limited 亞博科技控股有限公司[*]

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS, PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME, PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

INTRODUCTION

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

RE-ELECTION OF DIRECTORS

PROCESS USED FOR NOMINATING MR. CHOW SIU LUI, MR. CHAN KA LEONG AND MS. YUEN KIT MING FANNY FOR RE-ELECTION AS INDEPENDENT NON-EXECUTIVE DIRECTORS

INDEPENDENCE AND TIME COMMITMENT OF MR. CHOW SIU LUI, MR. CHAN KA LEONG AND MS. YUEN KIT MING FANNY AS INDEPENDENT NON-EXECUTIVE DIRECTORS

RECOMMENDATION OF THE BOARD FOR RE-ELECTION OF DIRECTORS AND THE REASONS THEREFOR

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

PROPOSED AMENDMENTS TO THE SHARE AWARD SCHEME

Condition

LETTER FROM THE BOARD

Proposed Amendments to the Share Award Scheme

LETTER FROM THE BOARD

Purpose of the Share Award Scheme

Explanation of the terms of the Share Award Scheme

Eligible Persons

Category of the Service Provider

Contribution to the Group

Criteria for determining eligibility

Award Scheme Mandate Limit and Award Service Provider Sublimit

LETTER FROM THE BOARD

Vesting Period

Performance Target

LETTER FROM THE BOARD

Clawback Mechanism

Purchase Price of Awards

General

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

Termination of the Existing Share Option Scheme

Adoption of the New Share Option Scheme

Purpose of the New Share Option Scheme

Explanation of the terms of the New Share Option Scheme

Eligible Participants

LETTER FROM THE BOARD

Category of the Service Provider

Contribution to the Group

Criteria for determining eligibility

Option Scheme Mandate Limit and Option Service Provider Sublimit

Vesting Period

Performance Target

Clawback Mechanism

Subscription Price

Others

Conditions

Application for Listing

Value of the Options

ANNUAL GENERAL MEETING

RECOMMENDATION

RESPONSIBILITY STATEMENT

DOCUMENT ON DISPLAY

1. EXERCISE OF THE BUY-BACK MANDATE

2. REASONS FOR BUY-BACKS OF SHARES

3. FUNDING OF PURCHASES

4. STATUS OF PURCHASED SHARES

5. EFFECT OF EXERCISE OF THE BUY-BACK MANDATE

6. INTENTION OF DEALINGS

7. TAKEOVERS CODE CONSEQUENCES

8. SHARE BUY-BACKS MADE BY THE COMPANY

9. SHARE PRICES

10. GENERAL

1. Ms. Hu Taoye (“Ms. Hu”)

APPENDIX II

APPENDIX II

2. Mr. Chow Siu Lui (“Mr. Chow”)

APPENDIX II

3. Mr. Chan Ka Leong (“Mr. Chan”)

4. Ms. Yuen Kit Ming Fanny (“Ms. Yuen”)

Joy Spreader Group Inc. AGM Information 2024

**AGTech Holdings Limited 亞博科技控股有限公司[*]**

**AGTech Holdings Limited 亞博科技控股有限公司[*]**

20. SHAREHOLDERS’ MANDATE[ INTENTIONALLY DELETED]