THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares in Kantone Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank manager, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

KANTONE HOLDINGS LIMITED

看通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1059)

(1) PROPOSALS FOR RE-ELECTION OF DIRECTORS;
(2) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;
(3) ADOPTION OF SHARE AWARD SCHEME;
(4) PROPOSED ADOPTION OF THE NEW ARTICLES;
AND
(5) NOTICE OF ANNUAL GENERAL MEETING

A notice for convening the AGM of Kantone Holdings Limited to be held at Room 3601, Level 36, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong on Monday, 23 December 2024 at 5:00 p.m. is set out on pages AGM-1 to AGM-6 of this circular. Whether you are able to attend the AGM or not, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. at or before 5:00 p.m. on Saturday, 21 December 2024 (Hong Kong time) or any adjournment thereof (as the case may be)). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) if you so wish and in such event, the form of proxy shall be deemed to be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

29 November 2024

CONTENTS

Page

Definitions 1

Letter from the Board 6

Appendix I — Details of Directors Proposed for Re-election I-1

Appendix II — Explanatory Statement II-1

Appendix III — Summary of the Principal Terms of the Share Award Scheme ... III-1

Appendix IV — Proposed Amendments to the Articles of Association IV-1

Notice of AGM AGM-1

DEFINITIONS

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

"Adoption Date"
the date on which the Share Award Scheme is adopted and approved by an ordinary resolution of the Shareholders

"AGM"
the annual general meeting of the Company to be held at Room 3601, Level 36, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong on Monday, 23 December 2024 at 5:00 p.m.

"AGM Notice"
the notice convening the AGM as set out on pages AGM-1 to AGM-6 of this circular

"Amendments of Articles"
proposed amendments to the existing Articles of Association, details of which are set out in the section headed "Letter from the Board — Proposed Adoption of the New Articles" in this circular

"Articles of Association"
the articles of association of the Company, as amended and/or restated from time to time

"associates"
having the meaning ascribed to it under the Listing Rules

"Award"
an award granted by the Board or the Committee to a Grantee of a conditional right for such Grantee to receive such number of Award Shares, subject to the satisfaction of vesting conditions and such other terms and conditions, as the Board or the Committee may in its absolute discretion determine

"Award Shares"
in respect of a Grantee, such number of Share(s) underlying the Award(s) as determined by the Board or the Committee, and as may be issued as new Shares or acquired through on-market or off-market purchases of Shares, in accordance with the terms of the Share Award Scheme

"Board"
the board of directors of the Company

"Buy-back Mandate"
a general mandate proposed to be granted to the Directors at the AGM to buy back Shares not exceeding 10% of the total number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

DEFINITIONS

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Committee” the person(s) from time to time delegated by the Board with the power and authority to administer the Share Award Scheme in accordance with the rules of the Share Award Scheme and, unless otherwise notified by the Board, refers to the remuneration committee of the Company

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

“Company” Kantone Holdings Limited (Stock Code: 1059), a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“core connected person(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” director(s) of the Company

“Eligible Participants” has the meaning as defined in “Appendix III — Summary of the Principal Terms of the Share Award Scheme — 2. Eligible Participants of the Share Award Scheme and basis for determining the eligibility of the participants” in this circular

“Employee Participant” has the meaning as defined in “Appendix III — Summary of the Principal Terms of the Share Award Scheme — 2. Eligible Participants of the Share Award Scheme and basis for determining the eligibility of the participants” in this circular

“Excluded Participant” any person who is resident in a place where the grant of the Award, the vesting of the Award and/or the transfer or subscription of Award Shares pursuant to the terms of the Share Award Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board or the Committee or (where applicable) the Trustee, compliance with applicable laws and regulations in such place make it necessary or expedient to exclude such person

DEFINITIONS

"Extension Mandate"
a general mandate proposed to be granted to the Directors at the AGM to the effect that the aggregate number of issued Shares repurchased under the Buy-back Mandate will be added to the total number of shares of the Company which may be allotted, issued and dealt with under the Issue Mandate

"Grantee"
any Selected Participant who has accepted the offer of the grant of an Award in accordance with the terms of the Share Award Scheme or, where the context so permits, any person entitled to any such Award in consequence of the death of the original Grantee or the legal personal representative of such person

"Group"
collectively, the Company and its subsidiaries

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"
Hong Kong Special Administrative Region of the People's Republic of China

"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Stock Exchanges and Clearing Limited

"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares, not exceeding 20% of the total number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution

"Latest Practicable Date"
22 November 2024, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Memorandum"
the memorandum of association of the Company, as amended from time to time

"New Articles"
the amended and restated Articles of Association incorporating the proposed Amendments of Articles to be adopted with effect from the conclusion of the AGM following the passing of the relevant special resolution

DEFINITIONS

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

"Related Entity Participant"
has the meaning as defined in “Appendix III — Summary of the Principal Terms of the Share Award Scheme — 2. Eligible Participants of the Share Award Scheme and basis for determining the eligibility of the participants” in this circular

"Scheme Mandate Limit"
has the meaning as defined in “Appendix III — Summary of the Principal Terms of the Share Award Scheme — 3. Maximum number of Shares available for issue” in this circular

"Selected Participants"
any Eligible Participant selected by the Board or the Committee in its absolute discretion to be offered with the grant of an Award pursuant to the terms of the Share Award Scheme

"Service Provider"
any person (whether a natural person, a corporate entity or otherwise) 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, and excludes (for the avoidance of doubt) (i) placing agents or financial advisers providing advisory services for fund-raising, mergers or acquisitions, (ii) professional service providers (such as auditors or valuers) who provide assurance, or are required to perform their services with impartiality and objectivity

"Service Provider Sublimit"
has the meaning as defined in “Appendix III — Summary of the Principal Terms of the Share Award Scheme — 3. Maximum number of Shares available for issue” in this circular

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

"Share(s)"
ordinary share(s) with par value of HK$0.10 each in the share capital of the Company

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

DEFINITIONS

"Share Award Scheme"
the share award scheme proposed to be adopted by the Company at the AGM, a summary of the principal terms of which is set out in Appendix III to this circular

"Share Option Scheme"
the share option scheme of the Company approved and adopted pursuant to an ordinary resolution of the Shareholders at the annual general meeting of the Company held on 29 December 2022

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules

"Takeovers Code"
the Code on Takeovers and Mergers

"Treasury Share(s)"
shall have the meaning ascribed to it under the Listing Rules. For the purposes of the Share Award Scheme, new Shares include Treasury Shares and the issue of new Shares includes the transfer of Treasury Shares

"Trust Deed"
the trust deed as may be entered into by the Company as settlor and the Trustee as trustee (as amended, restated, supplemented or otherwise modified from time to time) in respect of the appointment of the Trustee for the administration of the Share Award Scheme

"Trustee"
the trustee as may be appointed by the Company from time to time for the administration of the Share Award Scheme

"%
per cent.

LETTER FROM THE BOARD

KANTONE HOLDINGS LIMITED

看通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1059)

Executive Director:
Mr. CHAN Koon Wa (Chairman)

Non-executive Directors:
Mr. LIU Ka Lim
Ms. TO Yin Fong Cecilica

Independent non-executive Directors:
Mr. LEUNG Man Fai
Ms. CHUNG Sau Wai Ada
Mr. IP Wai Lun William

Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of
business in Hong Kong:
5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong

29 November 2024

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and the information in respect of (i) the re-election of Directors; (ii) the granting to the Directors of the Issue Mandate; (iii) the granting to the Directors of the Buy-back Mandate; and (iv) the granting to the Directors of the Extension Mandate; (v) the adoption of the Share Award Scheme; and (vi) the proposed adoption of the New Articles.

LETTER FROM THE BOARD

This circular contains an explanatory statement and gives all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to approve the Buy-back Mandate.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently consists of six Directors, namely Mr. Chan Koon Wa, Mr. Liu Ka Lim, Ms. To Yin Fong Cecilica, Mr. Leung Man Fai, Ms. Chung Sau Wai Ada and Mr. Ip Wai Lun William.

According to article 87(2) of the Articles of Association, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Pursuant to article 87(1) of the Articles of Association, Ms. To Yin Fong Cecilica and Mr. Leung Man Fai will retire by rotation at the AGM and each of them, being eligible, will offer themselves for re-election at the AGM.

RECOMMENDATION OF THE NOMINATION COMMITTEE

The nomination committee of the Company ("Nomination Committee") had evaluated the performance of each of the retiring Directors and found each of them valuable to the Board. In reviewing the structure of the Board, the Nomination Committee had also considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company for nominating talented and capable person(s) to lead the Company. It is believed that the continuous directorships of Ms. To Yin Fong Cecilica and Mr. Leung Man Fai can keep bringing valuable contribution to the Board and its diversity. Mr. Leung Man Fai has also provided a written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that he remains independent. Accordingly, the Board, on the recommendation of the Nomination Committee, proposed that the above retiring Directors to stand for re-election as Directors at the AGM respectively.

Details of the Directors proposed to be re-elected are set out in Appendix I to this circular.

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

LETTER FROM THE BOARD

to the date of the AGM, the Company would be allowed under the Issue Mandate to issue a maximum of 62,505,701 Shares, being 20% of the issued Shares (excluding Treasury Shares) as at the date of passing of the resolution.

Subject to the passing of the proposed ordinary resolution approving the grant of the Buy-back Mandate and assuming that no further Shares are issued or bought back from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 31,252,850 Shares, being 10% of the issued Shares (excluding Treasury Shares) as at the date of passing of the resolution.

Conditional upon the above resolutions being passed, the Extension Mandate will be proposed as an ordinary resolution to extend the number of Shares under the Issue Mandate by including the number of Shares bought back under the Buy-back Mandate. Details of these resolutions are contained in the AGM Notice.

Each of the Issue Mandate, the Buy-back Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the expiration of the period within which the next annual general meeting is required by the Articles of Association or any applicable law to be held; or (c) the date on which the authority given to the Directors thereunder is revoked or varied by ordinary resolution of the Shareholders in a general meeting.

An explanatory statement containing the information relating to the Buy-back Mandate as required by the Listing Rules is set out in Appendix II to this circular.

PROPOSED ADOPTION OF SHARE AWARD SCHEME

To enable the Company to grant share awards as part of its incentives and rewards to participants for the growth and development of the Group, the Board proposes to adopt the Share Award Scheme. The Directors consider that the adoption of the Share Award Scheme is in the interests of the Company and the Shareholders as a whole.

The Company has adopted a Share Option Scheme on 29 December 2022 and is valid and effective for a period of 10 years commencing on the adoption date. Pursuant to the terms of the Share Option Scheme, the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and all the share options and share awards to be granted under any other share scheme(s) of the Company (if any), in aggregate shall not exceed 26,044,250 Shares (excluding Treasury Shares, if any), representing approximately 8.3% of the total number of Shares in issue as at the Latest Practicable Date.

As at the Latest Practicable Date, no share option had been granted and no share option was outstanding under the Share Option Scheme. Save for the Share Option Scheme, as at the Latest Practicable Date, the Company had not adopted any other share scheme(s) which are subject to the requirements of Chapter 17 of the Listing Rules.

LETTER FROM THE BOARD

Condition of the Share Award Scheme

The Share Award Scheme is conditional upon the passing of an ordinary resolution by the Shareholders at a general meeting to approve the adoption of the Share Award Scheme.

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

So far as the Directors are aware and having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolution to be proposed at the AGM to approve the adoption of the Share Award Scheme. None of the Directors is a Trustee of the Share Award Scheme or has a direct or indirect interest in the Trustee, if any, of the Share Award Scheme.

Administration of the Share Award Scheme

The Share Award Scheme shall be subject to the administration of the Board. The Board may delegate the authority to administer the Share Award Scheme to the Committee and may also appoint any Trustee to assist with the administration and vesting of the Awards granted pursuant to the Share Award Scheme.

To satisfy the Awards after vesting, the Company may (a) allot and issue new Shares to the Grantee directly; and/or (b) allot and issue new Shares to the Trustee, and/or instruct the Trustee to acquire existing Shares through on-market or off-market purchases in accordance with the Company's instructions and subject to the terms and conditions of the Trust Deed (if any), such new Shares to be held on trust for the Grantee and to be transferred to the Grantee after vesting.

As new Shares may be allotted and issued by the Company to satisfy the Awards after vesting under the Share Award Scheme, an application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued in respect of the Awards to be granted under the Share Award Scheme.

Duration of the Share Award Scheme

Subject to the satisfaction of the above condition and any early termination, the Share Award Scheme will be valid and effective for 10 years commencing on the Adoption Date.

LETTER FROM THE BOARD

Explanation of the terms of the Share Award Scheme

A summary of the principal terms of the Share Award Scheme is set out in Appendix III to this circular. A copy of the rules of the Share Award Scheme will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.tricor.com.hk/webservice/01059) for a period of not less than 14 days before the date of the AGM and will be made available for inspection at the AGM.

(a) Purpose

The purpose of the Share Award Scheme is to (i) recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and to incentivise and motivate them to further contribute towards the growth and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company; and (ii) attract suitable personnel for further development of the Group.

(b) Eligible Participants and basis for determining eligibility of participants

The Eligible Participants under the Share Award Scheme includes (a) the directors and employees of the Company or any of its subsidiaries, and any other person who is granted Awards as an inducement to enter into an employment or engagement contract with any of these companies (i.e. the Employee Participant); (b) the directors and employees of the holding companies, fellow subsidiaries or associated companies of the Company (i.e. the Related Entity Participant); and (c) Service Provider who falls under the category or categories or who may meet the eligibility criteria as specified under the Share Award Scheme.

The criteria in determining the eligibility for the grant of an Award are based on, among other things, the Eligible Participants' contribution and/or future contribution to development and growth of the Group, further details of which are set out in Appendix III to this circular.

Under the Share Award Scheme, Eligible Participants includes Related Entity Participant. Apart from the contributions from employees, the success of the Group might also come from the efforts and contributions from non-employees such as Related Entity Participants who may contribute to the Group in the future. The Related Entity Participants will have a sufficiently close relationship with the Group and would likely be in a position to influence the Group's business, reputation, operations and performance. The Board believe that the grant of Awards to Related Entity Participants would strengthen their loyalty to the Group and provide incentives for (i) a higher degree of their participation and involvement in promoting the business of the Group; (ii) maintaining a stable and long-term relationship with the Group, and (iii) enabling the Group to preserve its cash resources, and instead, use share incentives to attract talents outside of the Group, whilst also aligning their interests with that of the Group and Shareholders through them owning a proprietary interest in the Company and becoming future Shareholders. As the eligibility of any of the Related Entity Participant for the grant of Awards shall be determined by the Board as to his relationship with the Group and influence on the Group's business, reputation, operations and performance, the Company will only grant Awards to those Related Entity Participants that would

10 -

LETTER FROM THE BOARD

align with the business needs and/or development of the Group. Given the above, the Board (including the independent non-executive Directors) is of the view that the Related Entity Participants, and the criteria in determining the eligibility of such Related Entity Participants were set in line with the Company's business need.

Under the Share Award Scheme, Eligible Participants also includes Service Providers. These Service Providers include independent contractor, sub-contractor and engineering or technical provider for specific projects which includes advisors of research, development and engineering services, construction and installation services, provision and/or development of software system services for telecommunication or critical messaging or carbon credit or green energy or technology directly related to the business of the Group, or consultants providing services for research, development and engineering, construction and installation or software development on a contract basis for specific projects directly related to the business of the Group. The main businesses of the Group are system and software sales and licensing in relation to telecommunication or critical messaging. During the ordinary and usual course of business of the Group, the Group will from time to time require services in terms of, among others, research and development, construction and installation for its telecommunication and critical messaging, green energy products and other software systems, software development and building up of clientele network, and marketing experts to promote the businesses of the Group, all of which may involve the engagement of independent contractor, sub-contractor, engineering or technical provider and/or consultant which possess the necessary skills and experience to assist the Group.

In determining the basis and criteria of eligibility of Service Providers, apart from those as set out under "Appendix III — Summary of the Principal Terms of the Share Award Scheme — 2. Eligible Participants of the Share Award Scheme and basis for determining the eligibility of the participants", the Board may take into account the actual degree of involvement in and/or cooperation with the Group and length of collaborative relationship the Service Provider has established or will establish with the Group, the individual performance of the relevant Service Providers, the materiality and nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties), track record in the quality of services provided to the Group and the scale of business dealings with the Group with regard to factors such as the actual or expected change in the Group's revenue or profits which is or may be attributable to the Service Provider and/or the amount of support, assistance, guidance, advice, efforts and contributions the Service Provider gave or is likely to give or make towards the success of the Group in the future. In assessing whether the Service Provider provide services to the Group on a continuing and recurring basis, the Directors shall take into consideration the length and the type of services provided and the recurrences and regularity of such services and the objectives in engaging such Service Provider; While assessing whether the Service Provider provides services to the Group in the Company's ordinary and usual course of business, the Directors shall take into consideration the nature of the services provided to the Group by such Service Provider, and whether such services form part of or are directly ancillary to the businesses conducted by the Group.

11 -

LETTER FROM THE BOARD

The Board considers that the inclusion of the Related Entity Participants and Service Providers to participate in the Share Award Scheme is consistent with the purpose of the scheme, which enables the Company to grant Awards as incentives or rewards to attract personnel outside the Group to promote the sustainable development of the Group and align the mutual interests of each party, as the Company, the Related Entity Participants and the Service Providers, by holding on to equity incentives, will benefit from the long term growth of the Group.

Given the above, the independent non-executive Directors are of the view that the Related Entity Participants and the Service Providers, and the criteria in determining the eligibility of the Related Entity Participants and the Service Providers were set in line with the Company's business need and industry norm. As the eligibility of any of the Related Entity Participants and the Service Providers for the grant of Awards shall be determined by the Board as to his contribution to the development and growth of the Group, the independent non-executive Directors are of the view that a grant of Awards would only be made by the Company to those Related Entity Participants and Service Providers that would align with the business needs and/or development of the Group.

The categories of the Related Entity Participant and the Service Provider and the criteria in determining the Related Entity Participant and the Service Provider are in line with the Company's business need and industry norm. Given that the Board has the authority to select the appropriate participants of the Related Entity Participant and the Service Provider that would align with the business needs and/or development of the Group and to specify the terms and conditions in respect of any Awards that may be granted, including performance targets and/or individual performance indicators relevant to the Related Entity Participant's and the Service Provider's roles and responsibilities, the Board (including the independent non-executive Directors) is of the view that such will serve to protect the value of the Company as well as achieve the purposes of motivating the Related Entity Participant and the Service Provider to contribute to the development and growth of the Group for the benefit of the Shareholders. Accordingly, the Board (including the independent non-executive Directors) considers the inclusion of the Related Entity Participants and Service Providers in the Share Award Scheme aligns with the purpose of the scheme, is fair and reasonable and in the long-term interests of the Company and Shareholders as a whole.

In light of the scope of Eligible Participants and the eligibility criteria, the Board considers that the Awards that may be granted to the Eligible Participants would align their interest with the interest of the Group, promote the growth and development of the Group, and therefore enable the purpose of the Share Award Scheme to be achieved.

The Company approved and adopted the Share Option Scheme at the annual general meeting of the Company held on 29 December 2022. Pursuant to the Share Option Scheme, a scheme mandate limit of 26,044,250 Shares, which represents 10% of the total number of issued Shares as at the date of approval, was given to the Company to allot and issue new Shares in respect of any share options to be granted under the Share Option Scheme and all the share options and share awards to be granted under any other share scheme(s) of the Company. Therefore, the total number of Shares which may be issued by the Company in respect of all the Awards to be granted under

LETTER FROM THE BOARD

the Share Award Scheme and all the share options and share awards to be granted under any other share scheme(s) of the Company involving the issue of new Shares, including the Share Option Scheme, shall not in aggregate exceed 26,044,250 Shares (excluding Treasury Shares, if any) or 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the relevant date of approval of the refreshment of the scheme mandate limit.

The Share Award Scheme specifies that the Service Provider Sublimit shall not exceed 40% of the Scheme Mandate Limit (i.e. 10,417,700 Shares). As explained above, during the ordinary and usual course of business of the Group, the Group will from time to time require services from Service Providers for its main businesses. Currently, the Group engages Service Providers to provide research and development for its telecommunication or critical messaging products and software systems, software development and building up of clientele network, and marketing experts to promote the businesses of the Group, all of such services contribute to a substantial part of development and growth of the Group which would be taken into consideration when the Board considers a grant of Awards.

The Service Provider Sublimit was determined after considering:

(i) the potential dilution effect that may arise from grants to Service Providers (i.e. a maximum of approximately 3.33% of the issued Shares as at the Latest Practicable Date), and the fact that the Company expects that Awards will mostly be granted to Employee Participants but would like to retain the flexibility to grant Awards to Service Providers for the reasons mentioned above;

(ii) striking a balance between achieving the purpose of the Share Award Scheme and protecting the Shareholders from the dilutive effect of granting a large number of Awards to Service Providers. The Service Provider Sublimit is the maximum number of Shares that may be issued to Service Providers under the Share Award Scheme and the Company retains the flexibility to grant Awards out of this sublimit subject to future business growth and demand, rather than being obliged to grant Awards to the Service Providers up to the maximum of the Service Provider Sublimit;

(iii) the extent of use of Service Providers in the Group's businesses. The Company's principal activities requires significant external resources in research and development ("R&D") field. Outsourcing to contract research organisations (CROs) has become a widespread practice by technology entities seeking to reduce the costs associated with the development of new products. An appropriate R&D outsourcing strategy allows the Group to specialise in core knowledge-intensive tasks, bringing about a more efficient allocation of resources. R&D outsourcing also assists in reaching a global coverage as well as dealing with regional regulatory differences. The Company had engaged CROs in a majority of its telecommunication systems and critical messaging products. It is expected that the Company will continue to advance its cloud-optimised successor to its telecommunication systems and develop more features for collaboration in healthcare, estate management and retail operations. To achieve all of these development, it requires acceleration of the R&D of the Group, the Group is actively seeking for more

13 -

LETTER FROM THE BOARD

partnerships with specialized technology outsourcing firms. This initiative aims to reduce costs and ensure the Group's technological leadership. The Group believes that by integrating external resources, the Group can more effectively drive the advancement of the Group's business, contributing to the Group's greater success in the market; and

(iv) the actual or expected reduction in costs of the Group or increase in revenue or profit of the Group which is attributable to Service Providers, and the nature of the Service Providers' contribution to the long-term growth of the Group's core business (such as the expected amount of support, assistance, guidance, advice and efforts the Service Provider is likely to give or make towards the success of the Group), and the expected future capital need of the Group in relation to technology development for the Group's core business to ensure the Group's technological leadership as the Group can provide equity incentive under the Share Award Scheme instead of expending cash resources to incentivise the Service Providers.

Taking into consideration of the above and considering that the Company has not granted any share options to Service Providers under the Share Option Scheme, the Board is of the view that the Service Provider Sublimit is fair and reasonable, and in line with market practice of the companies listed on the Stock Exchange, given the Group's business needs, and such a limit provides the Group with flexibility to provide equity incentives (instead of expending cash resources in the form of monetary consideration) to reward and collaborate with persons who are not employees or officers of the Group, but who may have exceptional expertise in their field or who may be able to provide valuable expertise and services to the Group, which is in line with the purpose of the Share Award Scheme.

After the resolution approving the adoption of the Share Award Scheme is passed at the AGM, the aggregate maximum number of Shares which may be allotted and issued in respect of the Awards to be granted under the Share Award Scheme and all the share options and share awards (if any) to be granted under other share scheme(s) of the Company involving the issue of new Shares will be 26,044,250 Shares (excluding Treasury Shares, if any), representing approximately 8.3% of the total number of Shares in issue as at the Latest Practicable Date. This scheme mandates limit complies with the requirements of Chapter 17 of the Listing Rules.

(d) Vesting period

The vesting period for an Award under the Share Award Scheme is generally for a minimum period of 12 months in order to incentivise Selected Participants (as defined in Appendix III to this circular) to remain with the Group, save for certain prescribed circumstances (as set out in Appendix III to this circular) in which the Board or the Committee may impose a shorter vesting period for Employee Participants. The Board considers that such circumstances is appropriate and allow flexibility for the Company to (i) provide competitive terms to attract and induce valuable talent to join the Group via grants of "make whole" Awards; (ii) serve as compassionate arrangements for Employee Participants whose employment or engagement is terminated due to death, disability or event of force majeure, which is in line with market practice; (iii) address instances where the 12-month vesting period requirement would not be practicable or fair due to

14 -

LETTER FROM THE BOARD

administrative or technical reasons; (iv) reward exceptional performers with accelerated vesting which gives the Company more flexibility in providing incentives to the Employee Participants and is in line with market practice; and (v) motivate Employee Participants based on performance metrics rather than time-based vesting criteria, in which the Company wishes the Employee Participants to achieve their performance targets as soon as possible by offering immediate vesting of the relevant Awards upon fulfilment of the performance targets, and the Employee Participants could be incentivized to the largest extent. The Board is of the view that the vesting period requirements (including the circumstances in which a shorter vesting period may apply) are appropriate because (i) such arrangement is in line with the requirements under the Listing Rules and market practice, (ii) such arrangement gives the Company flexibility to provide a competitive remuneration package to reward exceptional performers with accelerated vesting or in exceptional circumstances where justified, (iii) the Company should be allowed discretion to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition, and thus should have flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances. Such arrangement could motivate and provide incentives to the Employee Participants and to attract and retain the best available personnel for the Group, which align with the purpose of the Share Award Scheme.

(e) Purchase price

Unless otherwise determined by the Board or the Committee in its absolute discretion at the relevant time for each individual Award, a Selected Participant is not required to pay any grant or purchase price or make any other payment to the Company for accepting an offer of the Award granted, nor is the Selected Participant required to pay any subscription or purchase price for the vesting of the Awards or the receipt of the Award Shares. The Board considers that it is consistent with the purpose of the Share Award Scheme for the Company to retain discretion to consider the purchase price, if any, for an Award and the underlying Award Shares so that meaningful reward may be provided to Selected Participants in recognition of their contribution or potential contribution to the Group.

(f) Performance targets

The Share Award Scheme sets out the qualitative description of possible performance targets related to financial and non-financial parameters of the Group and/or individual performance indicators (as set out in Appendix III to this circular) and allows discretion for the Board or the Committee to determine whether any performance targets will be specified in respect of each Award on a case-by-case basis, for the purpose of motivating Selected Participants to strive for the future development and expansion of the Group. As each Selected Participant has a different position or role with respect to the Group and may contribute to the Group differently in terms of nature, duration or significance, it may not always be appropriate to impose a generic set of performance targets for each Award. Therefore, the Share Award Scheme does not prescribe the performance targets that must be met before each Award may vest. However, the Board or the Committee shall specify the conditions including any performance targets for each Award in the Grant Notice (as

15 -

LETTER FROM THE BOARD

defined in the Share Award Scheme). The Board considers that it is more beneficial for the Company to have flexibility to determine whether and to what extent any performance targets will be attached to each Award in light of the specific circumstances of each Selected Participant and it is not practicable to expressly set out a generic set of performance targets in the rules of the Share Award Scheme, as each Selected Participant will play different roles and contribute in different ways to the Group. The Board or the Committee shall have regard to the purpose of the Share Award Scheme in making such determinations, and ensure that appropriate specific performance targets will be set under particular circumstances of the relevant Selected Participant(s).

(g) Clawback mechanism

The Share Award Scheme provides for a clawback mechanism which sets out the circumstances in which the unvested Awards to a Grantee shall, among others, automatically lapse forthwith in the event that, (i) the Grantee commits any misconduct (details of which are set out in Appendix III to this circular); or (ii) there is any material misstatement(s) in the consolidated financial statements of the Company that requires a restatement; or (iii) if an Award or the vesting of any Award is linked to any performance targets and the Board is of the opinion that there occur any circumstances that show or lead to any of the prescribed performance targets having been assessed or calculated in a materially inaccurate manner. The Board considers that such mechanism aligns with the purpose of the Share Award Scheme as it would not be beneficial to the Group for the Grantee to continue to benefit from the unvested Awards under the circumstances that would trigger the clawback mechanism.

PROPOSED ADOPTION OF THE NEW ARTICLES

Reference is made to the announcement of the Company dated 22 November 2024 in relation to the proposed adoption of the New Articles. The Board proposes to put forward to the Shareholders for approval at the AGM a special resolution to amend the existing Articles of Association. The proposed Amendments of Articles are for the purposes of updating and bringing the Articles of Association in line with the Listing Rules requirements in relation to electronic dissemination of corporate communications by listed issuers to their securities holders. Details of the proposed Amendments of Articles are set out in Appendix IV to this circular.

The Board is of the view that the proposed Amendments of Articles are in the interests of the Company and the Shareholders as a whole.

The Company has been advised by its legal advisers that the proposed Amendments of Articles conform to the requirements of the Listing Rules and do not contravene the laws of Cayman Islands, respectively. The Company further confirms that there is nothing unusual about the proposed Amendments of Articles for a listed company in Hong Kong.

LETTER FROM THE BOARD

As the Company posts its Articles of Association, as amended from time to time, on its website and the website of the Stock Exchange, for clarity, the Board proposed to adopt the New Articles in substitution for, and to the exclusion of, the existing Articles of Association. The Board proposes to put forward to the Shareholders for approval at the AGM a special resolution to adopt the New Articles. The proposed adoption of the New Articles is subject to the passing of a special resolution.

AGM

The AGM Notice is set out on pages AGM-1 to AGM-6 of this circular. All the resolutions as set out in the AGM Notice will be proposed at the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether you are able to attend the AGM or not, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. at or before 5:00 p.m. on Saturday, 21 December 2024 (Hong Kong time) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

The chairperson of the AGM will demand that all resolutions as set out in the AGM Notice be voted upon by way of poll at the AGM and an announcement will be made by the Company after the AGM on the results of the AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 18 December 2024 to Monday, 23 December 2024 (both days inclusive) for the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, all transfers of the Shares accompanied by the relevant certificates, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 17 December 2024.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairperson, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

LETTER FROM THE BOARD

The chairperson of the AGM will therefore demand a poll for every resolution put to the vote at the AGM pursuant to the Articles of Association and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATIONS

The Directors consider that the proposed resolutions as set out in the AGM Notice are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

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

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of the Board

KANTONE HOLDINGS LIMITED

Chan Koon Wa

Chairman

18 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

Ms. TO Yin Fong Cecilica (“Ms. To”), non-executive Director

Ms. To, aged 44, has been a non-executive Director since July 2017. Ms. To is currently a Barrister-at-Law. Ms. To holds a postgraduate certificate in laws from University of Hong Kong and a graduate diploma in English and Hong Kong law from Manchester Metropolitan University. Ms. To was admitted as a barrister of the High Court of HKSAR in 2009. Ms. To has about 15 years of experience in the legal field. Ms. To is currently a non-executive director of Champion Technology Holdings Limited (stock code: 92), which was the holding company of the Company before 9 November 2021 and the issued shares of which are listed on the Main Board of the Stock Exchange; and a director of Multitone Electronics PLC, a subsidiary of the Company.

Ms. To entered into a letter of appointment with the Company to act as a non-executive Director and has no fixed term of service with the Company. The letter of appointment may be terminated by either party by written notice of not less than three months. Ms. To is subjected to retirement by rotation of Directors in the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules. Ms. To is entitled to a director’s fee of HK$40,000 per month, which has been reviewed and approved by the remuneration committee of the Company and the Board and is determined with reference to her duties and responsibilities, the Company’s performance and the prevailing market conditions.

Mr. LEUNG Man Fai (“Mr. Leung”), independent non-executive Director

Mr. Leung, aged 60, has been an independent non-executive Director since October 2017. Mr. Leung has extensive experience in accounting and finance. Mr. Leung received a Bachelor of Arts degree in Accountancy from the City University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Leung is currently an independent non-executive director of Champion Technology Holdings Limited (stock code: 92), the shares of which are listed on the Main Board of the Stock Exchange. Mr. Leung served as a financial controller and company secretary of a private company during 2003 to 2006. From 1996 to 2003, he served various roles including financial controller, company secretary and finance manager in several listed companies within the ITC Corporation Limited (now known as PT International Development Corporation Limited) (stock code: 372), the shares of which are listed on the Main Board of the Stock Exchange. He also worked as a senior accountant during 1992 to 1996 in Hopewell Holdings Limited, which was de-listed from the Stock Exchange on 3 May 2019. Mr. Leung had also been an independent non-executive director of China Aluminum Cans Holdings Limited (stock code: 6898), the shares of which are listed on the Main Board of the Stock Exchange, during the period from June 2013 to June 2016. Currently, Mr. Leung is the chief financial officer and company secretary of Da Ming International Holdings Limited (stock code: 1090), the shares of which are listed on the Main Board of the Stock Exchange.

I-1 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Leung entered into a letter of appointment with the Company to act as an independent non-executive Director and has no fixed term of service with the Company. The letter of appointment may be terminated by either party by written notice of not less than three months. Mr. Leung is subject to retirement by rotation of directors in the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules. Mr. Leung is entitled to a director's fee of HK$120,000 per annum, which has been reviewed and approved by the remuneration committee of the Company and the Board and is determined with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong.

As confirmed by the above retiring Directors and save as disclosed above, as at the Latest Practicable Date, the above retiring Directors (i) do not have, and are not deemed to have any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company; (ii) have no other relationship with any director, senior management or substantial or controlling shareholder of the Company (each as respectively defined in the Listing Rules); (iii) have not held any directorship in other Hong Kong or overseas listed public companies in the last three years; and (iv) there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.

I-2 -

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 312,528,506 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Buy-back Mandate and assuming that no further Shares are issued or bought back from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 31,252,850 Shares, being 10% of the issued Shares (excluding Treasury Shares) as at the date of passing of the resolution.

If the Company purchases any Shares pursuant to the Buy-back Mandate, the Company will either (i) cancel the Shares bought back; and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any buy back of Shares are made. To the extent that any Treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to HKSCC 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.

The Buy-back Mandate will expire on the earlier of (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 to be held by the Articles of Association and the applicable laws; and (c) the date on which such authority given to the Directors thereunder is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

II-1 -

APPENDIX II

EXPLANATORY STATEMENT

2. SOURCE OF FUNDS

The Company is empowered by its Memorandum and Articles of Association to repurchase its Shares. The Cayman Islands law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of profits or share premium of the Company or out of a fresh issue of shares made for the purpose of the repurchase or, subject to the Company remaining solvent in compliance with the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Company remaining solvent in compliance with the Companies Act, out of capital. Under the Cayman Islands law, the repurchased shares may be cancelled and if cancelled, they will remain part of the authorised but unissued share capital of the Company.

The Company will only apply the capital paid up on the relevant Shares or the profit that would otherwise be available for distribution by way of dividend for any purchase of its shares, if necessary.

3. REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange. Such buy-backs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

4. IMPACT OF BUY-BACK

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 audited accounts contained in the annual report of the Company for the year ended 30 June 2024) in the event that the proposed buy-back of Shares were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to buy back Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.

APPENDIX II

EXPLANATORY STATEMENT

5. SHARES PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months before the Latest Practicable Date:

	Price per Share
	Highest HK$	Lowest HK$
2023
November	0.460	0.405
December	0.460	0.395
2024
January	0.420	0.249
February	0.340	0.242
March	0.370	0.305
April	0.360	0.315
May	0.490	0.325
June	0.380	0.325
July	0.440	0.385
August	0.410	0.375
September	0.420	0.340
October	0.440	0.280
November (up to the Latest Practicable Date)	0.335	0.300

6. EFFECT OF THE TAKEOVERS CODE

A buy-back of Shares by the Company may result in an increase in the proportionate interest of a substantial shareholder in the voting rights of the Company.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Chan Koon Wa, through Innovative City Investments Limited, held 136,628,444 Shares, representing approximately $43.72\%$ of the issued Shares, was the only substantial shareholder holding more than $10\%$ of the issued Shares. On the basis that no further Shares are issued or bought back by the Company prior to the AGM and in the event that the Directors exercise in full the power to buy back Shares which is proposed to be granted pursuant to the resolution, its shareholding in the Company would be increased to approximately $48.57\%$ of the issued Shares. Such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not intend to exercise the power to buy-back Shares to such extent that would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

APPENDIX II

EXPLANATORY STATEMENT

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

To the best of the knowledge of the Directors, having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buy-back Mandate is approved by the Shareholders.

8. DIRECTORS' OBLIGATIONS

The Directors will exercise the power of the Company to make repurchases under the Buy-back Mandate in accordance with the Listing Rules and the applicable laws and regulations of the Cayman Islands and in accordance with the regulations set out in the Memorandum and Articles of Association. Neither the explanatory statement set out in this Appendix II nor the Buy-back Mandate has any unusual features.

9. BUY-BACK OF SHARES MADE BY THE COMPANY

The Company has not bought back any Shares whether on the Stock Exchange or otherwise in the six months preceding the Latest Practicable Date.

10. GENERAL

The Listing Rules prohibit a company from making buy-back on the Stock Exchange if the result of the buy-back would be that less than 25% (or such other prescribed percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors do not intend to buy back Shares which would result the number of Shares held in the public hands falling below the prescribed limit as approved by the Stock Exchange.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

The following is a summary of the principal rules of the Share Award Scheme but does not form part of, nor was it intended to be part of, the rules of the Share Award Scheme nor should it be taken as affecting the interpretation of the rules of the Share Award Scheme. In addition to the definitions set out on pages 1 to 5 of this circular, in this Appendix III, unless the context otherwise requires, the following expressions have the following meanings:

“chief executive” shall have the meaning ascribed to it in the Listing Rules;

“Disability” a disability, whether temporary or permanent, partial or total as determined by the Board or the Committee in its absolute discretion;

“Grant Notice” shall have the meaning ascribed to it in paragraph 6(a) of this Appendix;

“Misconduct” in respect of a Grantee, any of the following:

(i) an act of fraud or dishonesty or serious misconduct, whether or not in connection with his employment or contractual engagement with any member of the Group and whether or not it has resulted in his employment or contractual engagement being terminated by the relevant member of the Group;

(ii) non-compliance with the terms of his employment contract or other contract with any member of the Group or disobedience of any orders or instructions given by any member of the Group, as the case may be;

(iii) where the Grantee has been declared bankrupt or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his debts as they fall due within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or any other applicable laws, rules or regulations;

(iv) where the Grantee has become otherwise insolvent or has made any arrangements or compositions with his creditors generally or an administrator has taken possession of any of his assets;

(v) where the Grantee has been convicted of any criminal offence involving his integrity or honesty;

III-1 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

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

(vii) where the Grantee has, in the sole opinion of the Board or the Committee, conducted himself in any manner whatsoever to the detriment of or prejudicial to the interests of any member of the Group;

“Other Distributions” shall have the meaning ascribed to it in paragraph 9(a) of this Appendix;

“Partial Lapse” shall have the meaning as set out in paragraph 11(b) of this Appendix;

“Scheme Mandate Limit” shall have the meaning ascribed to it in paragraph 3(a) of this Appendix;

“Senior Manager” a senior manager disclosed in the Company’s annual report as required under paragraph 12 of Appendix D2 to the Listing Rules (as may be amended from time to time);

“Share Schemes” collectively, the share option schemes and share award schemes involving the issue of new Shares adopted or to be adopted by the Company from time to time;

“Subsidiary” any subsidiary (as such term is defined in the Listing Rules) of the Company;

“Total Lapse” shall have the meaning as set out in paragraph 11(a) of this Appendix;

“Vesting Date” in relation to an Award granted to a Grantee, the date or each such date, as determined by the Board or the Committee pursuant to paragraph 5 of this Appendix, on which the Award is to be vested in such Grantee in respect of all or a proportion of the Award Shares, subject to and in accordance with the terms and conditions of the relevant Award and paragraph 5 of this Appendix and other rules of the Share Award Scheme;

“Vesting Notice” shall have the meaning as set out in paragraph 5(c) of this Appendix; and

III-2 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

"Vesting Period"

in relation to an Award granted to a Grantee, the period commencing on the date of the Grant Notice and ending on the Vesting Date (both dates inclusive).

PURPOSE OF THE SHARE AWARD SCHEME

The purpose of the Share Award Scheme is to:

(i) recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and incentivise and motivate them to further contribute towards the growth and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company; and

(ii) to attract suitable personnel for further development of the Group.

ELIGIBLE PARTICIPANTS OF THE SHARE AWARD SCHEME AND BASIS FOR DETERMINING THE ELIGIBILITY OF THE PARTICIPANTS

(a) Eligible Participant means:

(i) any director or employee of the Company or of any Subsidiary, including any person who is granted Awards under the Share Award Scheme as an inducement to enter into an employment or engagement contract with the Company or any Subsidiary ("Employee Participant");

(ii) any director or employee of the holding companies, fellow subsidiaries or associated companies of the Company ("Related Entity Participant");

(iii) any Service Provider, who falls under the following category or categories or who may meet with the eligibility criteria below:

(aa) independent contractor: any person who works for the Company as independent contractor, who/which provide research, development and engineering services, construction and installation services, provision and/or development of software system services and/or market development services for customer referral and industry analysis, for the businesses conducted by the Group from time to time. Such person shall work the number of hours that are the pro-rata equivalent of 10% of more of a comparable full-time position and in the opinion of the Directors, the continuity and frequency of their services are akin to employees of the Group;

III-3 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(bb) sub-contractor: any person who has provided design, development and engineering services for telecommunication or critical messaging products of the Group for the 12 months immediately before the date of offer of the grant of an Award and, in the opinion of the Directors, the continuity and frequency of those services are akin to employees of the Group;

(cc) engineering or technical provider for specific projects: advisors who/which provide research, development and engineering services, construction and installation services, provision and/or development of software system services for telecommunication or critical messaging or carbon credit or green energy or technology directly related to the business of the Group, or consultants providing services for research, development and engineering, construction and installation or software development on a contract basis for specific projects directly related to the business of the Group

, provided that such Eligible Participant is not an Excluded Participant.

(b) The eligibility of any of the Eligible Participants to an Award shall be determined by the Board or the Committee in its absolute discretion from time to time on the basis of the Board's or the Committee's opinion as to matters including but not limited to his contribution and/or future contribution to the development and growth of the Group. Generally:

(i) in assessing the eligibility of Employee Participant, the Board or the Committee will consider all relevant factors as appropriate, including, without limitation, the individual's (aa) performance, time commitment, responsibilities or employment conditions and the prevailing market practice and industry standard; (bb) length of employment or engagement with the Group; and (cc) contribution or potential contribution to the development and growth of the Group;

(ii) in assessing the eligibility of Related Entity Participant, the Board will consider all relevant factors as appropriate, including, without limitation, (aa) the degree of his involvement in and/or cooperation with the Group; (bb) the length of collaborative relationship established with the Group; (cc) the amount of support, assistance, guidance, advice, efforts and contributions he has given or is likely to give towards the success of the Group; and (dd) his participation and contribution to the development of the Group and/or the extent of benefits and synergies brought to the Group;

(iii) in assessing the eligibility of Service Provider, the Board will consider all relevant factors as appropriate, including, among others (aa) the actual degree of involvement in and/or cooperation with the Group and length of collaborative relationship the Service Provider has established or will establish with the Group; (bb) the individual performance of the Service Provider; (cc) the materiality and

III-4 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (dd) the track record in the quality of services provided to the Group; (ee) the scale of business dealings with the Group with regard to factors such as the actual or expected change in the Group's revenue or profits which is or may be attributable to the Service Provider; and (ff) the amount of support, assistance, guidance, advice, efforts and contributions the Service Provider gave or is likely to give or make towards the success of the Group in the future; and

(iv) in assessing whether the Service Provider provides services to the Group on a continuing and recurring basis, the Board shall take into consideration the length and the type of services provided and the recurrences and regularity of such services and the objectives in engaging such Service Provider. In assessing whether the Service Provider provides services to the Group in the Company's ordinary and usual course of business, the Board shall take into consideration the nature of the services provided to the Group by such Service Provider, and whether such services form part of or are directly ancillary to the businesses conducted by the Group.

3. MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUE

(a) The total number of Shares which may be issued by the Company in respect of all Awards to be granted under the Share Award Scheme and all the share options and share awards to be granted under any other Share Scheme(s) ("Scheme Mandate Limit") shall not in aggregate exceed 26,044,250 Shares (excluding Treasury Shares, if any) or 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the relevant date of approval of the refreshment of the Scheme Mandate Limit.

(b) The sublimit (under the Scheme Mandate Limit) on the total number of Shares which may be issued in respect of all Awards to be granted to Service Providers under this Scheme and all the share options and share awards to be granted under any other Share Scheme(s) ("Service Provider Sublimit") shall not in aggregate exceed 40% of the Scheme Mandate Limit.

(c) Subject to the requirements set out in sub-paragraphs (d) and (e) below, the Scheme Mandate Limit (and, where appropriate, the Service Provider Sublimit) may be refreshed by the Company as follows:

(i) the Company may refresh the Scheme Mandate Limit (and, where appropriate, the Service Provider Sublimit) by ordinary resolution of the Shareholders in general meeting after three (3) years from the Adoption Date (or from the date of Shareholders' approval for the last refreshment) in accordance with the applicable Listing Rules; and

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(ii) any refreshment of the Scheme Mandate Limit (and, where appropriate, the Service Provider Sublimit) within the three-year period from the Adoption Date (or from the date of Shareholders’ approval for the last refreshment) must be approved by the Shareholders in general meeting subject to the following provisions:

(A) any controlling Shareholders (as defined in the Listing Rules) of the Company and their associates (or if there is no controlling Shareholder, Directors (excluding independent non-executive Directors) and chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

(B) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules,

provided that the requirements under sub-paragraphs (A) and (B) above do not apply if the refreshment is made immediately after an issue of Shares by the Company to its Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate Limit (as a percentage of the total number of issued Shares) upon refreshment is the same as the unused part of the Scheme Mandate Limit immediately before the issue of Shares, rounded to the nearest whole Share.

(d) The Scheme Mandate Limit so refreshed under sub-paragraph (c) above shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of Shareholders’ approval of the refreshment of the Scheme Mandate Limit. A circular regarding the proposed refreshment of the Scheme Mandate Limit must be despatched to the Shareholders containing the number of Awards and any other share options and share awards that were already granted under the existing Scheme Mandate Limit (and, where appropriate, the Service Provider Sublimit) and the reason for the refreshment.

(e) Without prejudice to sub-paragraphs (c) and (d) above, the Company may seek separate approval by the Shareholders in general meeting for granting Awards which will result in the Scheme Mandate Limit or, if applicable, the refreshed Scheme Mandate Limit, being exceeded, provided that:

(i) the Awards in excess of the limit are granted only to the Grantee(s) specifically identified by the Company before such approval is sought;

(ii) the Company must despatch a circular to the Shareholders containing such relevant information as required by the Listing Rules in relation to any such proposed grant to such Grantee(s); and

III-6 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(iii) the number and terms of the Awards to be granted to such Grantee(s) are fixed before the Shareholders’ approval.

4. MAXIMUM ENTITLEMENT OF EACH GRANTEE

(a) No Award shall be granted to a Grantee if it would result in the total number of Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and, if any, the share options and other share awards granted under any other share scheme(s) to such person (excluding any Awards and any share options and other share awards lapsed in accordance with the terms of the share schemes) in the 12-month period up to and including the date of such grant exceeding 1% (or such other higher percentage as the Listing Rules may prescribe or permit) of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of such grant, unless:

(i) such grant has been separately approved by the Shareholders in general meeting, with such Grantee and his close associates (or associates if such Grantee is a connected person) abstaining from voting;

(ii) the Company must despatch a circular to the Shareholders containing such relevant information as required by the Listing Rules in relation to any such proposed grant to such Grantee; and

(iii) the number and terms of the Awards to be granted to such Grantee are fixed before the Shareholders’ approval.

(b) Any grant of Awards to any Director, chief executive or substantial Shareholder (as defined in the Listing Rules) of the Company, or any of their respective associates, 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 the Award). In addition:

(i) where any grant of Awards to any Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates, would result in the Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and (if any) the share awards granted under any other Share Scheme(s) (excluding any Awards and any other share awards lapsed in accordance with the terms of the Share Schemes) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% (or such other higher percentage as the Listing Rules may prescribe or permit) of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of such grant; or

III-7 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(ii) where any grant of Awards to an independent non-executive Director or substantial Shareholder (as defined in the Listing Rules) of the Company (or any of their respective associates) would result in the number of Shares issued and to be issued in respect of all the Awards granted under the Share Award Scheme and (if any) the share options and other share awards granted under any other Share Scheme(s) (excluding any Awards and any share options and other share awards lapsed in accordance with the terms of the Share Schemes) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% (or such other higher percentage as the Listing Rules may prescribe or permit) of total number of issued Shares (excluding Treasury Shares, if any) as at the date of such grant,

such further grant of Awards must be approved by Shareholders in general meeting in the manner required, and subject to the requirements set out, in the Listing Rules. In particular, the Company must send a circular to the Shareholders. The Grantee, his associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. The Company must comply with the relevant requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules.

5. VESTING PERIOD

(a) The Board or the Committee may from time to time, in its absolute discretion, determine the Vesting Date upon which the Award may be vested in that Grantee in respect of all or a proportion of the Award Shares. The Vesting Period in respect of any Award shall be not less than twelve (12) months (or such other period as the Listing Rules may prescribe or permit), provided that where the Eligible Participant is:

(i) an Employee Participant who is a Director or a Senior Manager specifically identified by the Company, the Remuneration Committee shall, or

(ii) an Employee Participant who is not a Director nor a Senior Manager specifically identified by the Company, the Board shall,

have the authority to determine a shorter Vesting Period in its absolute discretion under the following specific circumstances:

(aa) grants of “make whole” Awards to any Selected Participants who are new joiners to replace the share awards or options they forfeited when leaving the previous employer;

(bb) grants of Awards with performance-based vesting conditions in lieu of time-based vesting criteria;

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(cc) grants of Awards to any Selected Participants whose employment or engagement is terminated due to death, Disability or event of force majeure;

(dd) grants of Awards in batches during a year for administrative or compliance reasons, including Awards that should have been granted earlier but had to wait for a subsequent batch if not for such administrative or compliance reasons, in which case the Vesting Period may be shorter to reflect the time from which the Awards would have been granted;

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

(ff) grants of Awards with a total vesting and holding period of more than twelve (12) months.

(b) Any grant of Awards to any Director or Senior Manager of the Company which is made on terms with a Vesting Period of less than 12 months or without a performance target or without a clawback mechanism shall be reviewed by the Committee as to why the Vesting Period is appropriate and how the grant aligns with the purposes of the Share Award Scheme.

(c) Within a reasonable time after the vesting conditions have been reached, fulfilled or satisfied and prior to the Vesting Date of an Award as set out in the related Grant Notice, the Board or the Committee shall notify the Grantee in writing by notice (the "Vesting Notice") in respect of the intended vesting of such number of Award Shares underlying the Award as determined by the Board or the Committee in its absolute discretion, subject to the fulfilment of the requirements set out in sub-paragraph (d) below and the terms of the Vesting Notice. The Board or the Committee has the absolute discretion to determine whether and to what extent such vesting conditions or performance targets have been reached, fulfilled or satisfied and its decision shall, in the absence of manifest error, be final, conclusive and binding.

(d) Upon the Grantee's receipt of the Vesting Notice, the Grantee shall (i) duly execute and return the reply slip attached to the Vesting Notice and any transfer or subscription documents prescribed by the Board or the Committee for the relevant Award Shares; and (ii) pay the consideration (if any) for the transfer or subscription of the relevant Award Shares, in the manner and within the period stipulated in the Vesting Notice (or such later date as may be determined by the Board or the Committee in its absolute discretion having regard to all relevant circumstances), failing which the corresponding portion of the Award Shares underlying the Awards shall automatically lapse forthwith in accordance with paragraph 11 below.

III-9 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

6. PERFORMANCE TARGETS

(a) After the Board or the Committee has decided to select an Eligible Participant to be offered with the grant of an Award under the Share Award Scheme, the Board or the Committee shall notify the Selected Participant of such offer by a written notice (the “Grant Notice”) and the Board or the Committee shall specify in the Grant Notice, among other things, the conditions including any performance targets which may include without limitation (i) financial parameters of the Group (such as the revenue, profits and general financial condition of the Group); (ii) non-financial parameters of the Group (such as the Group’s strategic objectives, operational targets and future development plan); (iii) the key performance indicators of the Selected Participant’s departments and/or business units, and the Selected Participant’s position key performance indicators relevant to his roles and responsibilities and/or its annual appraisal results (in respect of Employee Participants); and/or (iv) the Selected Participant’s contribution to the Group’s financial and operating results (such as period of engagement, increase in revenue or profits, reduction in costs, product/service advancement) (in respect of Related Entity Participants and Service Provider), that must be duly fulfilled before the Award may be vested in such Selected Participant in respect of all or a proportion of the Award Shares.

(b) During the Vesting Period, in respect of any performance targets as may be specified by the Board or the Committee in the Grant Notice that must be fulfilled before the Award may be vested in the relevant Grantee in respect of the relevant Award Shares, the Board or the Committee will conduct assessment at the end of such performance period as prescribed by the Board or the Committee, including the comparison of the performance of the Group and/or the individual performance of the Grantee with the pre-agreed targets, in order to determine whether the targets have been fulfilled and the extent to which such targets have been fulfilled. If the Board or the Committee determines in its absolute discretion that any condition(s) and/or performance target(s) to be duly fulfilled by the Grantee as specified in the related Grant Notice has not been duly fulfilled, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest, subject to the requirements of the Listing Rules.

7. CLAWBACK MECHANISM

(a) The Board may provide in the Grant Notice that any Award prior to it being vested in such Grantee in respect of all or a proportion of the Award Shares may be subject to clawback or a longer Vesting Period if any of the Clawback Events stated in subparagraph (b) below shall occur.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(b) In respect of any Award which is performance linked, if any of the following events ("Clawback Event") shall occur during a Vesting Period:

(i) there being a material misstatement in the consolidated financial statements of the Company that requires a restatement; or

(ii) the Grantee commits any Misconduct(s); or

(iii) if an Award or the vesting of any Award is linked to any performance targets and the Board is of the opinion that there occur any circumstances that show or lead to any of the prescribed performance targets having been assessed or calculated in a materially inaccurate manner,

the Board may (but are not obliged to) by notice in writing to the Grantee concerned (aa) claw back such number of Awards (to the extent not being vested) granted as the Board may consider appropriate; or (bb) extend the Vesting Period (regardless of whether the initial Vesting Date has occurred) in relation to all or any of the Awards (to the extent not being vested) to such longer period as the Board may consider appropriate.

The above clawback mechanism applies to unvested Awards only.

8. PAYMENT ON ACCEPTANCE OF THE AWARD AND PURCHASE PRICE OF SHARES AWARDED

The Board or the Committee shall specify in the Grant Notice the amount, if any, payable by the relevant Selected Participant on acceptance of the Award and, if applicable, the period within which any such payments must or may be made or loans for such purposes must be repaid. Unless otherwise determined by the Board or the Committee in its absolute discretion at the relevant time for each individual Award, a Selected Participant is not required to pay any grant or purchase price or make any other payment to the Company for accepting an offer of the Award granted pursuant to the Grant Notice, nor is the Selected Participant required to pay any subscription or purchase price for the vesting of the Awards or the receipt of the Award Shares.

III-11 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

9. RIGHTS ATTACHED TO THE AWARDS AND THE AWARD SHARES

(a) Unless otherwise approved and authorised by the Board or the Committee, the Grantee shall not exercise any of the voting rights in respect of any Award Shares and shall not have any right whatsoever in any dividends and other distributions declared and made in respect of any Award Shares or otherwise (“Other Distributions”) unless and until the relevant Award Shares have been allotted and issued or transferred (as the case may be) to the Grantee in accordance with the Share Award Scheme and the applicable laws, rules and regulations. For the avoidance of doubt:

(i) a Grantee does not have legal and beneficial ownership of any Award Shares unless and until such Award Shares have been allotted and issued or transferred (as the case may be) to the Grantee in accordance with the Share Award Scheme and the applicable laws, rules and regulations; and

(ii) where a Trustee is appointed, no instruction may be given by a Grantee to the Trustee in respect of the Award Shares and/or the Other Distributions and/or such other properties or assets of the trust constituted by the Trust Deed.

(b) Subject to sub-paragraph (a) above, the Award Shares to be allotted and issued or transferred (as the case may be) to the Grantee after the vesting of the Award in the Grantee shall be subject to all the provisions of the Articles of Association for the time being in force and shall rank pari passu in all respects with, and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company, as existing fully paid Shares in issue on the date on which the Award Shares are allotted and issued or transferred (as the case may be) to the Grantee after the vesting of the Award and, without prejudice to the generality of the foregoing, shall entitle the holders of such Award Shares to participate in all Other Distributions paid or made on or after the date on which the Award Shares are so allotted and issued or transferred (as the case may be), other than any Other Distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date on which the Award Shares are so allotted and issued or transferred (as the case may be).

10. LIFE OF THE SHARE AWARD SCHEME

Subject to the fulfilment of the condition set out in paragraph 17 below and the termination provisions under paragraph 14 below, the Share Award Scheme shall be valid and effective for a term of ten (10) years commencing on the Adoption Date and ending on the tenth (10th) anniversary of the Adoption Date.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

11. LAPSE OF AWARDS

(a) In the event that:

(i) any Grantee is found to be an Excluded Participant or otherwise ceases to be an Eligible Participant (including the termination of his employment or contractual engagement with the Company or any other member of the Group for any reason, other than for reason that a Grantee’s employment or engagement with the Company or any other member of the Group is terminated by reason of retirement, death or Disability, in which case the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest);

(ii) any Grantee makes any attempt or takes any action to sell, transfer, assign, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to any Award or any interests or benefits pursuant to the Award;

(iii) any Grantee commits any Misconduct(s);

(iv) any Grantee is concerned, during the course of his employment or contractual engagement with any member of the Group, without prior written consent of the Company, with any business which competes or is likely to compete with the business of any member of the Group;

(v) there is any material misstatement(s) in the consolidated financial statements of the Company; or

(vi) any Awards are clawed back pursuant to paragraph 7(b) above,

(each of these, an event of “Total Lapse”), all unvested Awards to such Grantee shall automatically lapse forthwith upon the determination by the Board or the Committee that such event has occurred, and such Grantee shall have no right or claim whatsoever against the Company, any other member of the Group, the Board or the Committee in respect of those unvested Awards, the Award Shares underlying such unvested Awards or any right thereto or interest therein in any way.

(b) In the event that:

(i) the vesting conditions are not, in the sole opinion of the Board or the Committee, satisfied in respect of the relevant part of the Award; or

(ii) a Grantee fails to, in the manner and within the period stipulated in the Vesting Notice (or such later date as may be determined by the Board or the Committee in its absolute discretion having regard to all relevant circumstances), (i) duly execute

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

and return the reply slip attached to the Vesting Notice or any transfer or subscription documents prescribed by the Board or the Committee in respect of the relevant Award Shares; or (ii) pay the consideration (if any) for the transfer or subscription of the relevant Award Shares;

(each an event of “Partial Lapse”), the relevant part of the Award in respect of which any event of Partial Lapse has occurred shall automatically lapse forthwith upon the determination by the Board or the Committee that such event has occurred, and the relevant Award Shares shall not vest on the relevant Vesting Date, and such Grantee shall have no right or claim whatsoever against the Company, any other member of the Group, the Board or the Committee in respect of such Award, the relevant Award Shares underlying such Award or any right thereto or interest therein in any way.

The Awards lapsed will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit (and the Service Provider Sublimit).

12. CAPITALISATION ISSUE, RIGHTS ISSUE, SHARE CONSOLIDATION, SHARE SUB-DIVISION OR CAPITAL REDUCTION

If the Company conducts any capitalisation issue, rights issue, share consolidation, share subdivision or capital reduction, corresponding adjustments (if any) shall be made to the maximum number of Shares that may be issued by the Company in respect of all the Awards and other share awards and share options to be granted pursuant to all the Share Schemes of the Company under the unutilised Scheme Mandate Limit referred to in paragraph 3(a) above (or as increased in accordance with paragraphs 3(c) or 3(e) above, as the case may be) with reference to the total number of issued Shares (excluding Treasury Shares, if any) as at the date immediately before and after such event and rounded to the nearest whole Share, such that each Grantee will be entitled to the same proportion of the Company’s share capital as that to which such Grantee was previously entitled, provided that no such adjustment may be made to the extent that any Share would be issued at less than its nominal value, if applicable. In respect of any such adjustments, other than any made on a capitalization issue, an independent financial adviser or the Company’s auditors must confirm to the Directors in writing that the adjustments satisfy the requirements under the note to Rule 17.03(13) of the Listing Rules.

13. CANCELLATION OF AWARDS

(a) Subject to Chapter 17 of the Listing Rules, the Board or the Committee may in its absolute discretion cancel all or such proportion of the Awards granted but unvested, provided that:

(i) the Company or any other member of the Group pay to the Grantee an amount equal to the fair value of the Award at the date of the cancellation as determined by the Board or the Committee, after consultation with the auditors of the Company or an independent financial adviser appointed by the Board or the Committee;

III-14 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(ii) the Company or any other member of the Group provides to the Grantee a replacement Award (or a share option or share award under any other Share Scheme(s)) of equivalent value to the Award to be cancelled; or

(iii) the Board or the Committee makes any arrangement as the Grantee may agree in order to compensate him for the cancellation of the Awards.

(b) Where the Company cancels any Awards granted to a Grantee and makes a new grant (whether under the Share Award Scheme or any other Share Scheme(s)) to the same Grantee, such new grant may only be made within the available Scheme Mandate Limit approved by the Shareholders. The Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit (and the Service Provider Sublimit).

14. TERMINATION OF THE SHARE AWARD SCHEME

The Share Award Scheme shall terminate on the tenth (10th) anniversary date of the Adoption Date or such date of earlier termination as determined by the Board or the Committee. Upon the termination of the Share Award Scheme, no further offer of Awards may be made and no Awards offered shall be open for acceptance, but the Share Award Scheme shall remain in full force and effect to the extent necessary to give effect to any Awards which are granted and remain unvested prior to the termination of the operation of the Share Award Scheme.

15. TRANSFERABILITY OF AWARDS

An Award shall be personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or any interests or benefits pursuant to the Award, nor shall any Grantee enter or purport to enter into any agreement to do so.

16. ALTERATION OF THE SHARE AWARD SCHEME

(a) Subject to sub-paragraphs (c) and (d) below, the Share Award Scheme may be altered in any respect by a resolution of the Board, save and except that (i) any alteration to the terms and conditions of the Share Award Scheme which are of a material nature; or (ii) any alteration to the provisions of the Share Award Scheme relating to the matters set out in Rule 17.03 of the Listing Rules to the extent that such alteration operates to the advantage of the Selected Participants or Grantees must be approved by the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of any Awards granted which have not vested or lapsed or been cancelled prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the holders of the Shares under the Articles of Association for a variation of the rights attached to the Shares.

III-15 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD SCHEME

(b) Subject to sub-paragraph (d) below, any change to the terms of the Awards granted to a Grantee shall be approved by the Board, the Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the Committee, the independent non-executive Directors and/or the Shareholders (as the case may be), except where the alteration takes effect automatically under the existing terms of the Share Award Scheme.

(c) Any change to the authority of the Directors or administrators of the Share Award Scheme (including, where applicable, the Trustee) in relation to any alteration to the Share Award Scheme shall be approved by the Shareholders in general meeting.

(d) The amended terms of the Share Award Scheme must comply with all applicable laws, rules and regulations (including Chapter 17 of the Listing Rules).

17. CONDITION OF THE SHARE AWARD SCHEME

The Share Award Scheme is conditional upon the passing of an ordinary resolution by the Shareholders at a general meeting to approve the adoption of the Share Award Scheme.

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Clause Number	Proposed Amendments (showing changes to the Articles of Association)
152B	The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 152A 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 Article 152 and, if applicable, a summary financial report complying with Article 154, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.
159	(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 Articles 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:

Clause Number

Proposed Amendments (showing changes to the Articles of Association)

152B

The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 152A 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 Article 152 and, if applicable, a summary financial report complying with Article 154, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

159

(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 Articles 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;

(d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the Listing Rules;

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Articles 159(45), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person without the need for any additional consent or notification; |

IV-1 -

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Clause Number	Proposed Amendments (showing changes to the Articles of Association)
	(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a “notice of availability”) without the need for any additional consent or notification; or

Clause Number

Proposed Amendments (showing changes to the Articles of Association)

(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a “notice of availability”) without the need for any additional consent or notification; or

(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) The notice of availability may be given by any of the means set out above other than by posting it on a website.

(23) 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.

(34) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every Notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

(45) Every Member or a person who is entitled to receive Notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

(56) Subject to any applicable laws, rules and regulations and the terms of these Articles, any Notice, document or publication, including but not limited to the documents referred to in Articles, 152, 152A and 159 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. |

– IV-2 –

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Clause Number	Proposed Amendments (showing changes to the Articles of Association)
160	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 Nnotice 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. A Notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(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 Nnotice, document or publication first so appears on the Company’s 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 to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;

(d) if served or delivered in any other manner contemplated by these Articles, 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 or transmission; 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 act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

(e) if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears. |

– IV-3 –

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Clause Number	Proposed Amendments (showing changes to the Articles of Association)
161	(2) Any A Nnotice or other document may be delivered or sent given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by any means under paragraph (1) of this Article by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, telex or facsimile transmission number or electronic number or address or website electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address, telex or facsimile transmission number or electronic number or address or website electronic or postal address has been so supplied) by giving the Nnotice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

Clause Number

Proposed Amendments (showing changes to the Articles of Association)

161

(2) Any A Nnotice or other document may be delivered or sent given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by any means under paragraph (1) of this Article by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, telex or facsimile transmission number or electronic number or address or website electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address, telex or facsimile transmission number or electronic number or address or website electronic or postal address has been so supplied) by giving the Nnotice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

(34) Section 8 of the Electronic Transactions Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles. |

– IV-4 –

NOTICE OF AGM

KANTONE HOLDINGS LIMITED

看通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1059)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Kantone Holdings Limited (the “Company”) will be held on 5:00 p.m. on Monday, 23 December 2024 for the following purposes:

To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and independent auditor of the Company for the year ended 30 June 2024.
(i) To re-elect Ms. To Yin Fong Cecilica as a non-executive Director;

(ii) To re-elect Mr. Leung Man Fai as an independent non-executive Director; and

(iii) To authorise the board of Directors to fix the Directors’ remuneration.

To re-appoint Cheng & Cheng Limited as the auditor of the Company and to authorise the board of Directors to fix their remuneration.

ORDINARY RESOLUTIONS

As special business, to consider and, if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

“THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”), to grant rights to subscribe for or convert any securities (including bonds, warrants, debentures, notes) into Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

AGM-1 -

NOTICE OF AGM

(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise pursuant to:

(i) a Rights Issue (as defined below);

(ii) the grant or exercise of options under any share option scheme of the Company;

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

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

shall not exceed 20% of the total number of the issued Shares (excluding treasury shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be allotted and issued under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares (excluding treasury shares) as at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

(d) for the purposes of this resolutions:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

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

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

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors

AGM-2 -

NOTICE OF AGM

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 regulatory body or any stock exchange in, any territory outside Hong Kong).

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

5. "THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to buy back its own Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of Shares which may be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued Shares (excluding treasury shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares (excluding treasury shares) as at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

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

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

AGM-3 -

NOTICE OF AGM

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

“THAT conditional upon the passing of resolutions numbered 4 and 5 above, the general mandate referred to in the resolution numbered 4 above be and is hereby extended by the addition to the total number of Shares which may be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number of the Shares bought back by the Company pursuant to the general mandate referred to in the resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding treasury share) as at the date of the passing of this resolution.”
“THAT:

the proposed share award scheme of the Company (the “Share Award Scheme”), a copy of which is tabled at the meeting and marked “A” and signed by the chairman of the AGM for the purpose of identification, with the Scheme Mandate Limit (as defined in the Share Award Scheme) on the total number of Shares which may be issued by the Company in respect of all the Awards (as defined in the Share Award Scheme) to be granted under the Share Award Scheme and all the share options and share awards to be granted under any other Share Scheme(s) (as defined in the Share Award Scheme) of 26,044,250 (excluding treasury shares, if any), be and is hereby approved and adopted; and the Directors and the company secretary of the Company be and are hereby authorised to do all such acts, to enter into all such transactions, arrangements and agreements and to take all actions as may be necessary or desirable to implement and give full effect to the Share Award Scheme, including but without limitation:

(i) to administer the Share Award Scheme under which the Awards (as defined in the Share Award Scheme) may be granted to Eligible Participants (as defined in the Share Award Scheme);

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

(iii) to grant the Awards to Eligible Participants under the Share Award Scheme and, subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares to be allotted and issued, to allot and issue from time to time such number of the shares of the Company as may be required to be allotted and issued in respect of the Awards to be granted under the Share Award Scheme and subject to the Listing Rules;

NOTICE OF AGM

(iv) to make application at the appropriate time or times to the Stock Exchange, and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for the listing of, and permission to deal in, any new Shares that may hereafter from time to time be allotted and issued in respect of the Awards to be granted under the Share Award Scheme and subject to the Listing Rules;

(v) to consent, if any Director or the company secretary of the Company deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the Share Award Scheme;"

"THAT, conditional upon the passing of resolution numbered 7, the sublimit (under the Scheme Mandate Limit (as defined in the Share Award Scheme)) on the total number of Shares which may be issued in respect of all Awards (as defined in the Share Award Scheme) to be granted to Service Providers (as defined in the Share Award Scheme) under the Share Award Scheme and all the share options and share awards to be granted under any other Share Scheme(s) (as defined in the Share Award Scheme) of 40% of the Scheme Mandate Limit be and is hereby approved and adopted."

SPECIAL RESOLUTION

"THAT the Articles of Association be amended in the manner as set out in the circular of the Company dated 29 November 2024 (the "Circular"); and the new amended and restated articles of association of the Company (the "New Articles") in the form produced to the meeting, a copy of which has been produced to the meeting marked "B" and signed by the chairman of the AGM for the purpose of identification, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing Articles of Association with immediate effect after the close of the meeting and that any one of the Directors be and is hereby authorised to do all things necessary to implement the adoption of the New Articles."

By Order of the Board

KANTONE HOLDINGS LIMITED

Chan Koon Wa

Chairman

Hong Kong, 29 November 2024

Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong:
5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong

AGM-5 -

NOTICE OF AGM

Notes:

The register of members of the Company will be closed from Wednesday, 18 December 2024 to Monday, 23 December 2024 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the AGM (or at any adjournment thereof). During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 17 December 2024.
A member entitled to attend and vote at the AGM (or at any adjournment thereof) is entitled to appoint one proxy or, if he/she/it is a holder of two or more Shares, may appoint more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.
Where there are joint holders of any Share, any one of such joint holder may vote at the AGM (or at any adjournment thereof), either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the AGM (or at any adjournment thereof) personally or by proxy, that the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not less than 48 hours before the time appointed for holding the AGM (i.e. at or before 5:00 p.m., on Saturday, 21 December 2024 (Hong Kong time)) or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if he/she/it so desires. If a member of the Company attends the AGM after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.
If a tropical cyclone warning signal number 8 or above is hoisted, or “extreme conditions” caused by super typhoons or a black rainstorm warning is/are in force at 5:00 p.m. on 23 December 2024, the AGM will not be held on 23 December 2024 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company.
References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the board of Directors comprises Mr. Chan Koon Wa as executive Director, Mr. Liu Ka Lim and Ms. To Yin Fong Cecilica as non-executive Directors and Mr. Leung Man Fai, Ms. Chung Sau Wai Ada and Mr. Ip Wai Lun William as independent non-executive Directors.

AGM-6 -

AI assistant

Kantone Holdings Limited — Proxy Solicitation & Information Statement 2024

49654_rns_2024-11-29_e917ea67-701e-4985-8df9-540258145cb9.pdf

KANTONE HOLDINGS LIMITED

看通集團有限公司

KANTONE HOLDINGS LIMITED

看通集團有限公司

INTRODUCTION

PROPOSED RE-ELECTION OF DIRECTORS

RECOMMENDATION OF THE NOMINATION COMMITTEE

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

PROPOSED ADOPTION OF SHARE AWARD SCHEME

Condition of the Share Award Scheme

Administration of the Share Award Scheme

Duration of the Share Award Scheme

Explanation of the terms of the Share Award Scheme

(a) Purpose

(b) Eligible Participants and basis for determining eligibility of participants

AGM

CLOSURE OF REGISTER OF MEMBERS

VOTING BY WAY OF POLL

RECOMMENDATIONS

RESPONSIBILITY STATEMENT

GENERAL INFORMATION

1. SHARE CAPITAL

2. SOURCE OF FUNDS

3. REASONS FOR BUY-BACKS

4. IMPACT OF BUY-BACK

5. SHARES PRICES

6. EFFECT OF THE TAKEOVERS CODE

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

8. DIRECTORS' OBLIGATIONS

9. BUY-BACK OF SHARES MADE BY THE COMPANY

10. GENERAL

3. MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUE

4. MAXIMUM ENTITLEMENT OF EACH GRANTEE

5. VESTING PERIOD

6. PERFORMANCE TARGETS

7. CLAWBACK MECHANISM

8. PAYMENT ON ACCEPTANCE OF THE AWARD AND PURCHASE PRICE OF SHARES AWARDED

9. RIGHTS ATTACHED TO THE AWARDS AND THE AWARD SHARES

10. LIFE OF THE SHARE AWARD SCHEME

11. LAPSE OF AWARDS

12. CAPITALISATION ISSUE, RIGHTS ISSUE, SHARE CONSOLIDATION, SHARE SUB-DIVISION OR CAPITAL REDUCTION

13. CANCELLATION OF AWARDS

14. TERMINATION OF THE SHARE AWARD SCHEME

15. TRANSFERABILITY OF AWARDS

16. ALTERATION OF THE SHARE AWARD SCHEME

17. CONDITION OF THE SHARE AWARD SCHEME

KANTONE HOLDINGS LIMITED

看通集團有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

5. "THAT:

SPECIAL RESOLUTION

More from Kantone Holdings Limited

Kantone Holdings Limited Proxy Solicitation & Information Statement 2024