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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Linklogis Inc., you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Linklogis Inc.

聯易融科技集團

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9959)

PROPOSALS FOR

GRANTING OF GENERAL MANDATES

TO ISSUE SHARES AND TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

DECLARATION OF FINAL SPECIAL DIVIDEND,

ADOPTION OF THE 2026 SHARE SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Linklogis Inc. to be held at Floor 28, Qianhai CTF Finance Tower, 66 Hub Street, Nanshan Street, Qianhai Shenzhen Hong Kong Cooperation Zone, Nanshan District, Shenzhen, the PRC on Tuesday, June 16, 2026 at 2:00 p.m. is set out on pages 38 to 43 of this circular.

A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of HKEXnews (www.hkexnews.hk) and the Company (www.linklogis.com), respectively. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the Company's general meeting.

May 22, 2026

CONTENTS

Pages

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 6
APPENDIX I – EXPLANATORY STATEMENT ON REPURCHASE MANDATE ... 15
APPENDIX II – DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM ... 20
APPENDIX III – SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME ... 23
NOTICE OF ANNUAL GENERAL MEETING ... 38

DEFINITIONS

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

"2019 Equity Incentive Plan" the equity incentive plan of the Company adopted by the Board on January 24, 2019, and amended and restated on November 25, 2020

"2026 Share Scheme" the share incentive scheme of the Company proposed to be approved at the AGM, a summary of the principal terms of which is set out in Appendix III to this circular

"2026 Share Scheme Rules" or "Scheme Rules" the rules relating to the 2026 Share Scheme as amended from time to time

"Adoption Date" the date when the 2026 Share Scheme is first approved by the Shareholders

"Annual General Meeting" or "AGM" the annual general meeting of the Company to be convened and held at Floor 28, Qianhai CTF Finance Tower, 66 Hub Street, Nanshan Street, Qianhai Shenzhen Hong Kong Cooperation Zone, Nanshan District, Shenzhen, the PRC on Tuesday, June 16, 2026 at 2:00 p.m. and any adjournment thereof

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

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

"Award" an award granted under the 2026 Share Scheme by the Board to a Grantee, which may take the form of a Share Option or a Share Award

"Award Letter" a letter issued by the Company in respect of each grant of Awards in such form as the Scheme Administrator may from time to time determine setting out the terms and conditions of the Award

"Award Shares" Shares (including treasury Shares) underlying an Award under the 2026 Share Scheme

"Board" the board of Directors

"CCASS" Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

DEFINITIONS

"Class A Share(s)"	class A ordinary shares of the share capital of the Company with a par value of US$0.00000833 each, conferring weighted voting rights in the Company such that a holder of a Class A Share is entitled to 10 votes per share on any resolution tabled at the Company's general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per share
"Class B Share(s)"	class B ordinary shares of the share capital of the Company with a par value of US$0.00000833 each, conferring one vote per share on any resolution tabled at the Company's general meeting (save for any treasury Shares, the holders of which shall abstain from voting at the Company's general meeting)
"Companies Act"	the Companies Act (2025 Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
"Company"	Linklogis Inc. (聯易融科技集團), an exempted company with limited liability incorporated under the laws of the Cayman Islands on March 13, 2018, whose shares are listed on the Main Board (stock code: 9959)
"Director(s)"	the director(s) of the Company
"Eligible Participant(s)"	an Employee Participant or Related Entity Participant
"Employee Participant(s)"	any person who is an employee (whether full-time or part-time), director (excluding independent non-executive Directors) or officer of any member of the Group, including persons who are granted Awards under the 2026 Share Scheme as an inducement to enter into employment contracts with any member of the Group
"Exercise Period"	in respect of any Share Option, the period during which the Grantee may exercise the Share Option
"Exercise Price"	in respect of the Share Option, the price per Share at which the Grantee may subscribe for Shares upon the exercise of a Share Option awarded under the 2026 Share Scheme
"Grant Date"	the date on which the grant of an Award is made to a Grantee, being the date of the Award Letter in respect of such Award
"Grantee"	any Eligible Participant approved for participation in the 2026 Share Scheme and who has been granted any Award

DEFINITIONS

“Group” the Company, its subsidiaries, and the consolidated affiliated entities (the financial results of which have been consolidated and accounted for as subsidiaries of the Company by virtue of contractual arrangements) from time to time, and in respect of the period prior to the Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of the Company at the relevant time

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

“HKSCC” Hong Kong Securities Clearing Company Limited

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

“Issue Price” in respect of any Share Award, the price per share a Grantee is required to pay to subscribe for the Shares constituting the Share Award

“Issuing Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Class B Shares (including any sale and transfer of Class B Shares out of treasury that are held as treasury Shares) of up to 20% of the total number of Shares in issue (excluding any treasury Shares) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

“Latest Practicable Date” May 18, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information

“Listing” the listing of the Class B Shares on the Main Board

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

“Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the GEM of the Stock Exchange

“Nomination Committee” the nomination committee of the Company

DEFINITIONS

"PRC"
the People's Republic of China, which, for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

"Related Entity Participants"
any person who is an employee (whether full-time or part-time), director or officer of an associated company of the Company, including, for the avoidance of doubt, any entity in which the Company holds a minority interest

"Remuneration Committee"
the remuneration committee of the Company

"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding any treasury Shares) as at the date of passing of the relevant resolution granting such mandate

"Reserved Matters"
those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the articles of association, being: (i) any amendment to the memorandum or articles of association, including the variation of the rights attached to any class of shares; (ii) the appointment, election or removal of any independent non-executive Director; (iii) the appointment or removal of the Company's auditors; and (iv) the voluntary liquidation or winding-up of the Company

"RSU"
a restricted share unit award granted or to be granted to a participant under the 2019 Equity Incentive Plan

"Scheme Administrator"
the Board, any committee of the Board, or the administrators, namely Mr. SONG Qun and Mr. GUO Liang, or any other person(s) to whom collectively the Board has delegated its authority in accordance with the Scheme Rules

"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of the Company, as the context so requires

"Share Award"
an award which vests in the form of the right to subscribe for and/or to be issued such number of Award Shares as the Scheme Administrator may determine at the Issue Price in accordance with the terms of the Scheme Rules

DEFINITIONS

"Share Option"	an award which vests in the form of the right to subscribe for such number of Award Shares as the Scheme Administrator may determine during the Exercise Period at the Exercise Price in accordance with the terms of the Scheme Rules
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules
"treasury Shares"	has the meaning ascribed to it under the Listing Rules. For the purpose of the 2026 Share Scheme, references to new Shares include treasury Shares, and references to the issue of new Shares include the transfer of treasury Shares
"Vesting Date(s)"	the date or dates, as determined from time to time by the Scheme Administrator, on which an Award (or part thereof) is to vest in the relevant Grantee and upon which the Grantee may exercise the Award as determined by the Scheme Administrator pursuant to the 2026 Share Scheme Rules, unless a different Vesting Date is deemed to occur in accordance with the 2026 Share Scheme Rules
"weighted voting rights" or "WVR"	has the meaning ascribed to it under the Listing Rules
"WVR Beneficiary"	Mr. Song Qun, the founder, executive Director, chairman of the Board, chief executive officer and controlling shareholder of the Company, as well as the holder of the Class A Shares entitling him to weighted voting rights
"%"	per cent.

English names of the PRC-established companies/entities in this circular are only translations of their official Chinese names. In case of inconsistency, the Chinese names prevail.

LETTER FROM THE BOARD

Linklogis Inc.

聯易融科技集團

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9959)

Executive Directors:
Mr. Song Qun (Chairman of the Board and Chief Executive Officer)
Mr. Ji Kun
Ms. Chau Ka King

Non-executive Directors:
Mr. Lin Haifeng
Mr. Zhang Yuhan

Independent Non-executive Directors:
Mr. Gao Feng
Mr. Tan Huay Lim
Mr. Chen Wei

Registered Office:
ICS Corporate Services (Cayman) Limited
Palm Grove Unit 4
265 Smith Road, George Town
P.O. Box 52A Edgewater Way, #1653
Grand Cayman KY1-9006
Cayman Islands

Headquarters and Principal Place of Business in the PRC:
Floor 28, Qianhai CTF Finance Tower
66 Hub Street
Nanshan Street
Qianhai Shenzhen Hong Kong Cooperation Zone
Nanshan District
Shenzhen, the PRC

Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

May 22, 2026

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR
GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
RE-APPOINTMENT OF AUDITOR,
DECLARATION OF FINAL SPECIAL DIVIDEND,
ADOPTION OF THE 2026 SHARE SCHEME
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors of the Issuing Mandate and the Repurchase Mandate, (ii) the re-election of

LETTER FROM THE BOARD

Directors, (iii) the re-appointment of auditor of the Company, (iv) the declaration of final special dividend and (v) the adoption of the 2026 Share Scheme and to give you notice of, and seek your approval of the resolutions to these matters at the AGM.

GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility for the Company to issue new Shares (including any sale or transfer of treasury Shares), an ordinary resolution numbered 5 will be proposed at the AGM to grant to the Directors a general mandate to exercise the powers of the Company to allot, issue or otherwise deal with new Class B Shares (including any sale or transfer of treasury Shares) of up to 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of the resolution in relation to such general mandate.

As at the Latest Practicable Date, the Company had 2,136,534,948 Shares in issue, comprising 250,239,827 Class A Shares and 1,886,295,121 Class B Shares (including 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date). Subject to the passing of the ordinary resolution numbered 5 and on the basis that there is no change to the number of issued Shares before the AGM, the Company will be allowed to issue (or transfer out of treasury) a maximum of 403,061,789 Class B Shares representing 20% of the existing issued Shares (excluding 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date). In addition, subject to a separate approval of the ordinary resolution numbered 7, the number of Shares bought back by the Company under the Repurchase Mandate proposed to be granted pursuant to the ordinary resolution numbered 6 will also be added to the 20% general mandate as mentioned in the ordinary resolution numbered 5. The Directors wish to state that they have no immediate plans to issue any new Shares (including any sale or transfer of treasury Shares) pursuant to such general mandate.

GENERAL MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution numbered 6 will be proposed at the AGM to approve the general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue (excluding any treasury Shares) as at the date of the passing of the resolution in relation to such general mandate.

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely Mr. Song Qun, Mr. Ji Kun, Ms. Chau Ka King, Mr. Lin Haifeng, Mr. Zhang Yuhan, Mr. Gao Feng, Mr. Tan Huay Lim and Mr. Chen Wei.

In accordance with Article 119(a) of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Henceforth, Mr. Song Qun, Mr. Gao Feng and Mr. Tan Huay Lim shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.

LETTER FROM THE BOARD

At the AGM, the re-election of each of the retiring Directors will be voted on by a separate ordinary resolution as set out in the notice of the AGM.

Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular, which indicates how the Directors to be elected contribute to the diversity of the Board.

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

The Nomination Committee will recommend to the Board the appointment of a Director, including an independent non-executive Director, in accordance with the following selection criteria and nomination procedures:

(a) identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company's Board diversity policy, the requirements in the Company's constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;

(b) assess the independence of independent non-executive Directors to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board and his/her ability to devote sufficient time to the Board matters, such as the number of directorship held by the independent non-executive Director will be holding his/her seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and

(c) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.

RECOMMENDATION OF THE NOMINATION COMMITTEE

The Nomination Committee has considered Mr. Song Qun's extensive experience, his working profiles and other factors as set out in his biographical details in Appendix II to this circular. The Nomination Committee is satisfied that Mr. Song Qun has the required character, integrity and experience to continuously fulfil his role as Director effectively. The Board believes that his re-election as Director would be in the best interests of the Company and its Shareholders as a whole.

LETTER FROM THE BOARD

The Nomination Committee has also considered Mr. Gao Feng’s and Mr. Tan Huay Lim’s working profile and other experience and factors as set out in their biographical details in Appendix II to this circular. The Nomination Committee is satisfied that each of Mr. Gao and Mr. Tan has the requisite character, integrity and experience to continuously fulfil his role as an independent non-executive Director effectively. The Board is of the view that their re-elections as independent non-executive Directors would be in the interests of the Company and its Shareholders as a whole.

Furthermore, each of Mr. Gao and Mr. Tan, being an independent non-executive Director eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. During their tenure, each of them has demonstrated his ability to provide an independent view on the Company’s matters. The Nomination Committee is of the view that each of them is able to continue to fulfill his role as independent non-executive Director and thus recommends them to the Board for it to propose to Shareholders for re-election at the AGM.

At the AGM, the re-election of each of the retiring Directors will be voted by a separate ordinary resolution as set out in the notice of the AGM.

RE-APPOINTMENT OF AUDITOR

KPMG will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment. The Board, upon the recommendation of the Audit Committee, proposed to re-appoint KPMG as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

The estimated audit fee payable to KPMG for the year ending December 31, 2026 is expected to be within the range of RMB5.3 million to RMB5.7 million, which is determined after due consideration and arm’s length negotiations between the Company and KPMG, taking into account, among others, the historical audit fees, the complexity and business plan of the Group, the expected audit scope, the audit timetable and KPMG’s resources required to perform the audit work.

DECLARATION OF FINAL SPECIAL DIVIDEND

As stated in the announcement of the Company dated March 31, 2026 relating to the consolidated annual results of the Group for the year ended December 31, 2025, the Board recommended the payment of a final special dividend of HK$0.06 per Share for the year ended December 31, 2025. The final special dividend is subject to the approval of the Shareholders at the AGM and the final special dividend is expected to be payable on July 17, 2026 to the Shareholders whose names appear on the register of members of the Company on June 26, 2026.

Under Section 34(2) of the Companies Act, the share premium account may be applied by a company paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to the dividend, the Company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the dividend is proposed to be paid.

LETTER FROM THE BOARD

The register of members of the Company will be closed from June 24, 2026 to June 26, 2026, both days inclusive, in order to determine the entitlement of the Shareholders to receive the final special dividend, during which period no share transfers will be registered. To qualify for the final special dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on June 23, 2026.

ADOPTION OF THE 2026 SHARE SCHEME

On April 30, 2026, the Board has resolved to propose the adoption of the 2026 Share Scheme to be approved and adopted by the Shareholders. The 2026 Share Scheme will constitute a share scheme funded by new Shares and existing Shares under Chapter 17 of the Listing Rules. Pursuant to Rule 17.02(1)(a) of the Listing Rules, its adoption will be subject to, among others, the approval of the Shareholders in general meeting. In proposing the adoption of the 2026 Share Scheme, the Board has considered various factors, including: (i) the scheme mandate limit under the 2019 Equity Incentive Plan, the terms of which are not subject to the provisions of Chapter 17 of the Listing Rules, having been nearly utilized. As at the Latest Practicable Date, the numbers of RSUs remaining available for grant under the 2019 Equity Incentive Plan is 31,132,380, and the Company had not granted further options under the 2019 Equity Incentive Plan after the Listing and there are no outstanding options under the 2019 Equity Incentive Plan; and (ii) the need for the Company to grant share awards and share options to employees of the Group and associated companies of the Group (including directors and senior managers, but excluding the independent non-executive Directors) to incentivize and encourage them to contribute to the long-term growth, performance and profits of the Company, and the Board proposes to adopt the 2026 Share Scheme to broaden the types of equity incentives that the Company can utilize as part of its incentive strategy and also to ensure that the new scheme adopted shall be in compliance with the requirements under Chapter 17 of the Listing Rules.

For the avoidance of doubt, the Awards to be granted/granted under the 2026 Share Scheme funded by new Shares will be subject to Rules 17.02 to 17.11 of the Listing Rules and the Awards to be granted/granted under the 2026 Share Scheme funded solely by existing Shares will be subject to Rule 17.12 of the Listing Rules.

Purpose of the 2026 Share Scheme

The purpose of the 2026 Share Scheme is to provide the Company with a flexible means of, attracting, remunerating, incentivizing, retaining, rewarding, compensating and/or providing benefits to Eligible Participants through aligning the interests of Eligible Participants with those of the Company and Shareholders by providing them with an opportunity to acquire proprietary interests in the Company and become Shareholders, and thereby, encouraging the Eligible Participants to contribute to the long-term growth, performance and profits of the Company and to enhance the value of the Company and its Shares for the benefit of the Company and Shareholders as a whole.

LETTER FROM THE BOARD

Scheme Mandate Limit of the 2026 Share Scheme

The 2026 Share Scheme shall be funded by the issuance of new Shares by the Company and/or treasury Shares (if any) or the purchase of existing Shares by way of on-market transaction as the Board or the Scheme Administrator may in its absolute discretion determine. As at the Latest Practicable Date, there were 2,015,308,948 Shares in issue (excluding treasury Shares and 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date). Assuming there is no change in the number of issued Shares during the period from the Latest Practicable Date to the Adoption Date, the total number of Shares which may be awarded pursuant to the 2026 Share Scheme is 64,127,428 Shares (the "Scheme Mandate Limit"), representing approximately 3.18% of the total number of Shares in issue (excluding any treasury Shares and 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date) on the Adoption Date, of which no more than 44,889,199 Shares (i.e. no more than 70% of the Scheme Mandate Limit) may be funded by new Shares and/or treasury Shares (if any) and the remaining may be funded by existing Shares (the "Existing Share Limit"). The Existing Share Limit may be adjusted at the discretion of the Board or the Scheme Administrator, provided that the Existing Share Limit shall not exceed the Scheme Mandate Limit.

The basis for determining the Scheme Mandate Limit includes the potential dilution effect arising from the grant of Award(s), and the need to strike a balance between achieving the purpose of the 2026 Share Scheme and protecting the Shareholders from the said dilution effect. Taking into account the fact that (i) the maximum scheme mandate limit in Chapter 17 of the Listing Rules is 10% of the Shares in issue (excluding treasury Shares) as at the date of approval of the 2026 Share Scheme; and (ii) the Scheme Mandate Limit would not lead to an excessive dilution effect on the shareholdings of the existing Shareholders, the Board is of the view that the Scheme Mandate Limit is fair and reasonable.

As at the Latest Practicable Date, no trustee had been appointed to administer and implement the 2026 Share Scheme. If a trustee is appointed by the Company in the future, such trustee will be independent of the Company and its connected persons in accordance with the Listing Rules and shall comply with the requirements regarding voting arrangements as set out under Rule 17.05A of the Listing Rules.

The Shares held by the trustee of the 2026 Share Scheme which have not been granted to the Eligible Participant(s) will not be regarded as Shares held by the public for the purposes of Rule 8.24 of the Listing Rules. On the contrary, to the extent that the Shares held by the trustee under the 2026 Share Scheme that have been granted to independent Eligible Participant(s), regardless of whether those shares are unvested or vested, will be regarded as being held by the public for the purposes of Rule 8.24 of the Listing Rules.

Condition of the adoption of the 2026 Share Scheme

As at the Latest Practicable Date, (a) no trustee has been appointed to administer and implement the 2026 Share Scheme; and (b) the Company has no specific intention to grant any Award under the 2026 Share Scheme.

Adoption of the 2026 Share Scheme is conditional upon:

(a) the passing of the ordinary resolutions by the Shareholders at the AGM to approve the adoption of the 2026 Share Scheme; and

LETTER FROM THE BOARD

(b) to the extent that an Award will be settled by the delivery of new Shares, the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the Awards.

Explanation of the terms of the 2026 Share Scheme

Please see the Appendix III to this circular for:

(a) a summary of the principal terms of the 2026 Share Scheme. This summary serves as an overview of these terms and does not constitute the full reproduction of the terms or a comprehensive list of all the rules under the 2026 Share Scheme; and

(b) in italics and as notes to the summary, the views of the Directors and Remuneration Committee as to the appropriateness and reasonableness of particular terms and how they align with the purpose of the 2026 Share Scheme.

Value of Share Options

It is not practicable to state the value of all the Share Options that can be granted pursuant to the 2026 Share Scheme as if they had been granted on the Latest Practicable Date as a number of factors crucial for the calculation of the value of Share Options cannot be determined. Such factors include the exercise price, exercise period, any vesting period, any performance targets set and any other terms and conditions that the Board may impose with respect to the Share Options. Therefore, at this stage, any calculation of the value of the Share Options as at the Latest Practicable Date based on the large number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

Document on display

Copy of the 2026 Share Scheme Rules will be published for 14 days from the date of this circular on the respective websites of the Stock Exchange and the Company, and the 2026 Share Scheme Rules will be made available for inspection at the AGM.

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 38 to 43 of this circular. A form of proxy for use at the AGM is enclosed.

Such form of proxy is also published on the websites of the HKEXnews (www.hkexnews.hk) and the Company (www.linklogis.com), respectively. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked.

LETTER FROM THE BOARD

VOTES TAKEN BY 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 chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.

Shareholders can join the AGM at Floor 28, Qianhai CTF Finance Tower, 66 Hub Street, Nanshan Street, Qianhai Shenzhen Hong Kong Cooperation Zone, Nanshan District, Shenzhen, the PRC. Shareholder can appoint the chairman of the AGM or proxy to exercise his/her/its right to vote at the AGM in accordance with his/her/its instructions. Beneficial owners or CCASS non-registered holders whose Shares are held through banks, brokers, custodians or HKSCC can also join the AGM in-person. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

The Company is controlled through weighted voting rights. Holders of Class B Shares present in person (or in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share. Holders of Class A Shares present in person (or in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. for resolutions 1, 2, 3(i), 3(iv) and 5 to 8 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case they shall have one vote per Share (i.e. resolutions 3(ii), 3(iii) and 4, regarding the proposed re-election of independent non-executive Directors and proposed re-appointment of auditor of the Company, in the notice of the AGM). Holders of Class B Shares and Class A Shares shall at all times vote together as one class.

Holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.

VOTE BY APPOINTING PROXY

As some Shareholders cannot attend the AGM in-person, they can appoint the chairman of the AGM or proxy who can attend the AGM physically to exercise his/her/its right to vote at the AGM in accordance with his/her/its instructions.

SUBMISSION OF PROXY FORMS FOR REGISTERED SHAREHOLDERS

A proxy form for use at the AGM is enclosed with this circular. A copy of the proxy form can also be downloaded from the websites of the Company at www.linklogis.com and HKEXnews at www.hkexnews.hk. The deadline to submit completed proxy forms to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong is not less than 48 hours before the time appointed for holding the AGM, or any adjournment thereof (as the case may be).

LETTER FROM THE BOARD

APPOINTMENT OF PROXY FOR NON-REGISTERED HOLDERS

Non-registered holders should contact their intermediaries or stockbrokers as soon as possible for assistance in the appointment of proxy. If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong, as follows:

Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Telephone: (852) 2980 1333
Facsimile: (852) 2810 8185

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.

RECOMMENDATION

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.

Yours faithfully,
By order of the Board
Linklogis Inc.
Song Qun
Chairman

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by 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 approve the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully-paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 2,136,534,948 Shares in issue, comprising 250,239,827 Class A Shares and 1,886,295,121 Class B Shares (including 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date). Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis of that no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 201,530,894 Shares representing 10% of the existing issued Shares (excluding 121,226,000 Class B Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date) as at the Latest Practicable Date, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles; or (iii) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders at a general meeting.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share, and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

4. FUNDING OF REPURCHASE OF SHARES

Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event, be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital.

5. GENERAL

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 consolidated financial statements of the Company for the year ended December 31, 2025 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

The Directors undertake that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the relevant proposed resolution in accordance with the Listing Rules, the Articles and the applicable laws of Cayman Islands.

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

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed repurchase of Shares pursuant to the Repurchase Mandate has any unusual features.

6. SHARE PRICES

The highest and lowest prices at which the Class B Shares have traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 1.28 | 1.14 |
| June | 2.20 | 1.16 |
| July | 2.62 | 1.77 |
| August | 2.85 | 1.97 |
| September | 3.53 | 2.57 |
| October | 3.64 | 2.85 |
| November | 3.30 | 2.33 |
| December | 2.44 | 2.17 |
| 2026 | | |
| January | 2.69 | 2.19 |
| February | 2.31 | 2.01 |
| March | 2.17 | 1.82 |
| April | 2.53 | 1.89 |
| May (up to the Latest Practicable Date) | 2.57 | 2.19 |

7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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

As at the Latest Practicable Date, the WVR Beneficiary was Mr. Song Qun ("Mr. Song"). Mr. Song is deemed to be interested in 250,239,827 Class A Shares and 37,186,869 Class B Shares, representing approximately $13.45\%$ of the shareholding of the Company and approximately $57.87\%$ of the voting rights in the Company.

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce his weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding of Class A Shares into Class B Shares, if the reduction in the number of Shares in issue (after deducting any treasury Shares) would otherwise result in an increase in the proportion of Class A Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Song to make a mandatory offer under the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent that, under the circumstances, there would be insufficient public float as prescribed under the Listing Rules.

8. SHARE PURCHASE MADE BY THE COMPANY

The Company had purchased its Class B Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, the details of which were as follows:

Date of repurchase	Number of Class B Shares repurchased	Repurchase price
		Highest HK$	Lowest HK$
November 18, 2025	1,636,500	2.67	2.64
November 19, 2025	375,000	2.56	2.54
November 20, 2025	380,000	2.55	2.53
November 21, 2025	400,000	2.43	2.40
November 24, 2025	400,000	2.42	2.37
November 25, 2025	400,000	2.38	2.36
November 26, 2025	410,000	2.38	2.36
November 28, 2025	410,000	2.39	2.37
December 1, 2025	820,000	2.43	2.38
December 2, 2025	597,000	2.44	2.41
December 3, 2025	630,000	2.38	2.35
December 4, 2025	420,000	2.38	2.34
December 8, 2025	600,000	2.40	2.35
December 9, 2025	310,000	2.34	2.33
December 10, 2025	1,250,000	2.35	2.30
December 11, 2025	430,000	2.31	2.26
December 15, 2025	533,000	2.32	2.29
December 16, 2025	380,000	2.29	2.25
December 17, 2025	650,000	2.29	2.25
December 18, 2025	410,000	2.30	2.27
December 23, 2025	620,000	2.29	2.25
December 24, 2025	410,000	2.30	2.27

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Date of repurchase	Number of Class B Shares repurchased	Repurchase price
		Highest HK$	Lowest HK$
December 30, 2025	840,000	2.22	2.20
December 31, 2025	1,060,000	2.24	2.21
January 6, 2026	210,000	2.30	2.28
January 7, 2026	209,000	2.31	2.29
January 15, 2026	288,000	2.57	2.53
January 19, 2026	373,000	2.44	2.41
January 20, 2026	400,000	2.38	2.37
January 22, 2026	400,000	2.44	2.41
January 23, 2026	600,000	2.48	2.42
	16,851,500

APPENDIX II

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

The followings set out the details of the Directors who will retire from office by rotation and, being eligible, will offer themselves for re-election at the AGM pursuant to Article 119(a) of the Articles.

Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors (a) had any interests in the Shares within the meaning of Part XV of the SFO; (b) held any directorships in other listed public companies in Hong Kong or overseas in the last three years; (c) held any other positions within the Group; and (d) had any relationship with any other Directors, senior management, substantial or controlling Shareholders.

Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

(1) Mr. Song Qun, executive Director

Mr. Song Qun (宋群), aged 60, is the founder, executive Director, Chairman of the Board and Chief Executive Officer of the Company. He is responsible for overall strategic planning, business direction and management of the Group.

Mr. Song has over 31 years of experience in finance, Internet and technology related industries. Mr. Song worked at Australia and New Zealand Banking Group Limited in early 1990s. From May 1997 to August 2003, Mr. Song worked at JPMorgan Chase Bank and his last position was Vice President in Institutional Trust Services Department in Hong Kong. Mr. Song worked at The Hongkong and Shanghai Banking Corporation Limited from August 2003 to December 2009 and his last position was the Global Head of Corporate Trust and Loan Agency Services. From January 2010 to October 2014, Mr. Song worked as the president of China Resources Bank of Zhuhai Co., Ltd. (珠海華潤銀行股份有限公司). From March 2015 to February 2016, Mr. Song worked as the strategic consultant at Tencent Group, responsible for providing advice for the financial technology business. From October 2020 to January 2024, Mr. Song served as an independent non-executive director of Ascential Plc (a company listed on the London Stock Exchange from February 2016 to October 2024).

Mr. Song received his Bachelor's degree in Engineering from Huazhong Institute of Technology (華中工學院) (currently known as Huazhong University of Science and Technology (華中科技大學)) in Wuhan, the PRC, in July 1985. Mr. Song received his Master's degree in Business Administration from the University of Melbourne in Melbourne, Australia, in March 1997.

Mr. Song currently holds directorship in Linklogis Digital Technology Group Co., Ltd. (聯易融數字科技集團有限公司), a principal operating entity of the Group, and certain other subsidiaries of the Group.

APPENDIX II

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

The Company has entered into a service contract with Mr. Song on March 26, 2024 for a term of three years from April 9, 2024. Either party has the right to give not less than three months' written notice to terminate the agreement. Pursuant to the service contract, Mr. Song is entitled to a director's fee of HK$806,400 per annum.

As at the Latest Practicable Date, Mr. Song was deemed to be interested in 250,239,827 Class A Shares and 37,186,869 Class B Shares. In addition, Mr. Song was granted RSUs in respect of 25,591,698 Class B Shares under the 2019 Equity Incentive Plan.

(2) Mr. Gao Feng, independent non-executive Director

Mr. Gao Feng, aged 62, has been appointed as an independent non-executive Director since March 26, 2021.

Mr. Gao worked at the Deutsche Bank Group from January 1996 to March 2020, with the last position as chief country officer and chairman of Deutsche Bank (China) Limited.

Mr. Gao received his Bachelor of Science degree from the University of Science and Technology of China (中國科學技術大學) in Hefei, the PRC in July 1982. He received his Doctor of Philosophy degree from the State University of New York at Stony Brook, the United States in August 1990. Mr. Gao was a research fellow in Center for Turbulence Research, Stanford University, the United States, from 1990 to 1993.

The Company has entered into a service contract with Mr. Gao on March 26, 2024 for a term of three years from April 9, 2024. Either party has the right to give not less than three months' written notice to terminate the agreement. Pursuant to the service contract, Mr. Gao is entitled to receive a fixed fee of HK$700,000 per annum.

(3) Mr. Tan Huay Lim, independent non-executive Director

Mr. Tan Huay Lim, aged 69, has been appointed as an independent non-executive Director since March 26, 2021.

Mr. Tan has more than 40 years of experience in audit, accounting and finance. He joined Peat, Marwick, Mitchell & Co. (now known as KPMG) in April 1981 and served as an audit and banking partner at KPMG Singapore for 23 years until his retirement in September 2015. Mr. Tan was also the Singapore Head of KPMG Global China Practice from September 2010 to September 2015.

Mr. Tan has extensive experience in auditing financial institutions and companies in a wide range of industries. He was involved in a number of initial public offerings as well as merger and acquisition transactions for companies listed on Singapore Stock Exchange during his tenure with KPMG Singapore.

APPENDIX II

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

Mr. Tan has served as an independent non-executive director of the following companies listed on the main board of Singapore Stock Exchange: Sheng Siong Group Ltd. (昇租集團有限公司) (stock symbol: OV8) since December 2021 and OUE REIT Management Pte. Ltd, the manager of OUE Real Estate Investment Trust (stock symbol: OUEC), since January 2023.

Mr. Tan served as an independent non-executive director of the following companies listed on the main board of Singapore Stock Exchange: Zheneng Jinjiang Environment Holding Company Limited (浙能錦江環境控股有限公司) (stock symbol: BWM) from July 2016 to April 2022, Koufu Group Limited (口福集團有限公司) (stock symbol: VL6) from June 2018 to March 2022, Elite UK REIT Management Pte. Ltd., the manager of Elite UK REIT (stock symbol: MXNU), from January 2020 to August 2024 and Dasin Retail Trust Management Pte Ltd. ("DRTM"), the manager of Dasin Retail Trust (大信商用信託) (stock symbol: CEDU.SI), from December 2016 to December 2025. Mr. Tan also served as an independent non-executive director of SF REIT Asset Management Limited (順豐房託資產管理有限公司, the manager of SF Real Estate Investment Trust (順豐房地產投資信託基金) (stock code: 2191), a company listed on the main board of Hong Kong Stock Exchange, from April 2021 to April 2024.

DRTM was placed under interim judicial management on February 10, 2026 and judicial management on March 9, 2026. Mr. Tan confirmed that (i) there was no wrongful act on his part leading to the interim judicial management order and judicial management order of DRTM and was not aware of any actual or potential claim that had been or would be made against him as a result of such judicial management orders; and (ii) no misconduct or misfeasance on his part had been involved in such judicial management orders of DRTM.

Mr. Tan received his Bachelor's degree in Commerce (Accountancy) from Nanyang University (currently known as Nanyang Technological University) in Singapore in August 1978. He is a Fellow Member of the Institute of Singapore Chartered Accountants, the Association of Certified Accountants (United Kingdom), and the Certified Practising Accountants (Australia).

The Company has entered into a service contract with Mr. Tan on March 26, 2024 for a term of three years from April 9, 2024. Either party has the right to give not less than three months' written notice to terminate the agreement. Pursuant to the service contract, Mr. Tan is entitled to receive a fixed fee of HK$400,000 per annum.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

The following is a summary of the principal terms of the 2026 Share Scheme to be considered and approved by Shareholders at the AGM. It does not form part of, nor is it intended to be part of, the 2026 Share Scheme Rules. The Directors reserve the right at any time prior to the AGM to make amendments to the 2026 Share Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material aspect with the summary set out in this Appendix III.

Purpose:

The purpose of the 2026 Share Scheme is (i) to provide the Company with flexible means of remunerating, incentivizing, retaining, rewarding, compensating and/or providing benefits to Eligible Participants; (ii) to align the interests of Eligible Participants with those of the Company and Shareholders by providing such Eligible Participants with the opportunity to acquire shareholding interests in the Company; and (iii) to encourage Eligible Participants to contribute to the long-term growth and profitability of the Company and to enhance the value of the Company and its Shares for the benefit of the Company and Shareholders as a whole.

Term of the 2026 Share Scheme:

10 years commencing on the Adoption Date unless terminated earlier in accordance with the 2026 Share Scheme Rules.

Awards:

Awards may take the form of a Share Option or a Share Award.

Scheme administration:

The 2026 Share Scheme shall be administered by the Board or the administrators, namely Mr. Song Qun and Mr. Guo Liang, or any other person(s) to whom the Board has delegated its authority to administer this scheme, i.e. the Scheme Administrator.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Eligible participants:

Eligible Participants as determined by the Board or the Scheme Administrator under the 2026 Share Scheme shall include:

(a) Employee Participants, being any person who is an employee (whether full-time or part-time), director (excluding the independent non-executive Directors) or officer of any member of the Group; and

(b) Related Entity Participants, being any person who is an employee (whether full-time or part-time), director or officer of an associated company of the Company, including, for the avoidance of doubt, any entity in which the Company holds a minority interest.

Note:

The Directors (including the independent non-executive Directors) consider the proposed categories of Related Entity Participant to be in line with industry norms and that the proposed scope for "Eligible Participants" (including the selection of Eligible Participants) to be appropriate and aligns with the purpose of this scheme because:

(a) given the intensified competition in the supply chain finance technology industry, the Group targets to concentrate on core strategies including AI-powered industrial finance, strategic mergers and acquisitions, and globalization to build multiple growth engines. In particular, in the technology industry, collaboration is essential to accelerate innovation, share resources and foster better technology and products. The Group therefore maintains close collaborative relationships with the Related Entity Participants, resulting in a sufficiently close relationship between the Related Entity Participants and the Group. The Related Entity Participants, who may have exceptional expertise in their field, may be able to provide valuable expertise and services to the Group, enhance the Group's market position in the industry or influence the Group's business, reputation, operations and performance. As such, it is of prevalence for the Group to incentivize such Related Entity Participants, so that they may also align their interest with the growth and performance of such associated companies as well as the Group; and

(b) as of the Latest Practicable Date, the Company has not previously granted any RSUs to any Related Entity Participants under the 2019 Equity Incentive Plan. However, this scope is consistent with scope of grantees approved by the Company under past share schemes, as well as, to the best knowledge of the Directors, the practices of peer companies that operate in similar or comparable industries to that of the Group or other companies listed in Hong Kong and their remuneration or compensation packages,

and accordingly, the Directors (including the independent non-executive Directors) consider that the inclusion of Related Entity Participants as Eligible Participants are generally in line with the Company's business needs and the industry norm of providing equity-based incentive to stakeholders, as well as the history of inclusion of such parties under the past share schemes. It is also appropriate to enhance the long-term relationship with these Eligible Participants by aligning their interests with that of the Company and Shareholders. Based on the above, the Directors (including the independent non-executive Directors) believe that the proposed scope for "Eligible Participants" is in line with the purpose of the 2026 Share Scheme.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Further, pursuant to the Note (1) to Rule 17.03(2) of the Listing Rules, the Company has sought legal advice on the prospectus requirements of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) in relation to the 2026 Share Scheme proposed to be adopted and understands that the grant of Awards under the 2026 Share Scheme will be exempted from the prospectus requirements under the above-mentioned ordinance.

Scheme Mandate Limit:

The Award Shares to be allotted and issued pursuant to the 2026 Share Scheme shall be identical to all existing issued Class B Shares and shall be allotted and issued subject to all the provisions of the Articles for the time being in force and will rank pari passu with the other fully paid Class B Shares in issue on the date the name of the Grantee is registered on the register of members of the Company.

Subject to the requirements of the Listing Rules, the Award Shares underlying Awards that have lapsed in accordance with the terms of the 2026 Share Scheme Rules (or the terms of any other share schemes of the Company) shall not be regarded as utilized and hence shall not be counted for the purpose of calculating the Scheme Mandate Limit whereas the Award Shares so cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Refreshing the Scheme Mandate Limit:

The Company may refresh the Scheme Mandate Limit after three years from the Adoption Date (or from the date of Shareholders’ approval for the last refreshment) with the prior approval of Shareholders in general meeting by way of ordinary resolution in accordance with the applicable Listing Rules.

Any “refreshment” within any three-year period, to the extent required by the Listing Rules, shall be approved by Shareholders and subject to the following:

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

(b) the Company will comply with applicable Listing Rules in relation to such refreshment, including rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules (relating to, among others, special requirements for general meetings in respect of transactions that are subject to independent Shareholders’ approval and abstentions from voting).

Maximum entitlement of each Eligible Participant:

There is no specific maximum entitlement for each Eligible Participant under the 2026 Share Scheme. Grants of Awards funded by new shares to individuals that exceed the thresholds set out in Chapter 17 will be subject to additional approval requirements as required under Chapter 17.

Further approval requirements:

Any Award granted to a Director (excluding the independent non-executive Directors), chief executive of the Company or substantial shareholder of the Company, or any of their respective associates shall be subject to the prior approval from the Remuneration Committee (excluding any member who is the grantee) and the independent non-executive Directors. Each grant of Awards to a Director (excluding the independent non-executive Directors) who is a beneficiary of weighted voting rights (as defined under the Listing Rules) shall be subject to the prior approval of the corporate governance committee of the Board. Additionally, Awards funded by new Shares granted to any individual Eligible Participant may be subject to further approval requirements (namely, further approval by Shareholders and/or approval by the Remuneration Committee and independent non-executive Directors), as required and in accordance with Chapter 17, and namely, Rules 17.03D and 17.04 of the Listing Rules, and includes:

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

	Grantee	Threshold triggering additional approval	Additional approval
(a)	Substantial shareholder of the Company, or their associates	Where the Shares issued and to be issued under all Awards granted to the individual grantee funded or to be funded by new Shares (excluding Awards lapsed under the 2026 Share Scheme) within any 12-month period (including the date of the latest grant) represent in aggregate over 0.1% of the Shares in issue (excluding treasury Shares). Also subject to the 1% Individual Limit (as defined below).	Requires approval from Shareholders at general meeting (with the grantee, their associates, and all core connected persons of the Company abstaining from the vote, and Rules 13.40 to 13.42 of the Listing Rules must be complied with).

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

	Grantee	Threshold triggering additional approval	Additional approval
(b)	Director (other than independent non-executive Director), chief executive of the Company, or their respective associates	Where the Shares issued and to be issued under all Share Awards (not Share Options) granted to the individual grantee funded or to be funded by new Shares (excluding Share Awards lapsed under the 2026 Share Scheme) within any 12-month period (including the date of the latest grant) represent in aggregate over 0.1% of the Shares in issue (excluding treasury Shares). Also subject to the 1% Individual Limit (as defined below).	Requires approval from Shareholders at general meeting (with the grantee, their associates, and all core connected persons of the Company abstaining from the vote, and Rules 13.40 to 13.42 of the Listing Rules must be complied with).

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

	Grantee	Threshold triggering additional approval	Additional approval
(c)	Other Eligible Participants	Where the Shares issued and to be issued under all Awards granted to the individual grantee funded or to be funded by new Shares (excluding Awards lapsed under the 2026 Share Scheme) within any 12-month period (including the date of the latest grant) represent in aggregate over 1% of the Shares in issue (excluding treasury Shares) (the “1% Individual Limit”).	Requires approval from Shareholders at general meeting (with the grantee, and their close associates, or where the grantee is a connected person, their associates abstaining from the vote).
		Any further grant of Awards to an Eligible Participant which would exceed the 1% Individual Limit shall be subject to separate approval of the Shareholders in general meeting with the relevant Eligible Participant and their associates abstaining from voting. A circular shall be sent to the Shareholders disclosing the information required to be disclosed under the Listing Rules. The number and terms of the Awards to be granted to such Eligible Participant shall be fixed before the Shareholders’ approval is sought.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

For the avoidance of doubt, any grant of Awards entirely funded by existing Shares should follow Rule 17.12 of the Listing Rules and therefore is not subject to additional approval from Shareholders at general meeting.

Acceptance:

The Scheme Administrator may determine in their absolute discretion the amount (if any) payable on application or acceptance of an Award and the period within which any such payments must be made, and such amounts (if any) and periods shall be set out in the Award Letter. Unless otherwise specified in the Award Letter, the Grantee shall have 20 business days from the Grant Date to accept the Award, following which, the portion not accepted by the grantee shall automatically lapse, unless the Scheme Administrator determines otherwise at their absolute discretion.

Issue price and exercise price:

The Scheme Administrator may determine in their absolute discretion the Issue Price for the Share Awards and/or the Exercise Price for Share Options (as the case may be) and such prices shall be set out in the Award Letter.

(a) However, the Exercise Price for Share Options shall be no less than the higher of: (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the Grant Date which must be a business day; and (b) the average closing price of the Shares for the five business days immediately preceding the Grant Date.

(b) The Issue Price shall be determined on an individual basis for each of the Grantee by the Scheme Administrator, taking into account, among others, the purpose of the 2026 Share Scheme, the interests of the Company and the individual circumstances of each Grantee.

Note:

The above flexibility allows the Company to control the costs incurred by the Company from the grant of Awards under the 2026 Share Scheme by correlating the Exercise Price for Share Options with prevailing market prices at the time of grant (particularly considering that timing of when the Share Options will be exercised are within the discretion of the grantee and is typically made with reference to the difference between Exercise Price and prevailing market prices at the time of exercise) and the Company reserving the discretion to determine the Issue Price, if any, on an individual basis taking into account the nature and degree of value benefiting the Group from granting Awards to such grantee, which is aligned with the purpose of the 2026 Share Scheme (particularly considering that Share Awards typically do not involve the same degree of exercise procedure and discretion on the part of the grantee as with Share Options).

Exercise period:

The Scheme Administrator may determine in its absolute discretion the Exercise Period for any award of Share Options and/or Share Awards and such period shall be set out in the Award Letter. However, the Exercise Period for any award of Share Options shall not be longer than 10 years from the Grant Date.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Vesting period:

The Scheme Administrator may determine the vesting period and specify such period in the Award Letter. The vesting period may not be for a period less than 12 months from the grant date, except in limited circumstances set out in the Scheme Rules. These circumstances may only apply to Employee Participants and include:

(a) grants of “make whole” Awards to new Employee Participants to replace the awards that such Employee Participants forfeited when leaving their previous employers;

(b) grants to an Employee Participant whose employment is terminated due to death or disability or event of force majeure;

(c) grants of Awards that are subject to the fulfilment of performance targets as determined in the conditions of the grantee’s grant;

(d) grants of Awards the timing of which is determined by administrative or compliance requirements not connected with the performance of the relevant Employee Participant, in which case the Vesting Date may be adjusted to take account of the time from which the Award would have been granted if not for such administrative or compliance requirements;

(e) grants of Awards with a mixed vesting schedule such that the Awards vest evenly over a period of 12 months; or

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

Note:

The Directors and the Remuneration Committee are of the view that the vesting period (including the circumstances in which a shorter vesting period may apply) enables the Company to offer competitive remuneration and reward packages to Employee Participants, on an ad hoc basis, in such circumstances that would be justified and reasonable, which is also consistent with the Listing Rules and the former practice of the Company and peer companies in the Group’s industry. Accordingly, the above vesting period is considered appropriate and aligns with the purpose of the 2026 Share Scheme.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Performance targets:

The Scheme Administrator may in respect of each Award and subject to all applicable laws, rules and regulations determine such performance targets or other criteria or conditions for vesting of Awards in its sole and absolute discretion. Any such performance targets, criteria or conditions shall be set out in the Award Letter. For the avoidance of doubt, an Award shall not be subject to any performance targets, criteria or conditions if none are set out in the relevant Award Letter.

Where performance targets, criteria or conditions are to be specified in the relevant Award Letter, the Scheme Administrator may determine such performance targets, criteria or conditions applicable to all Eligible Participants based on, among others criteria, (i) the operating results of the Group which shall be determined with reference to the adjusted profit of the Group for the relevant year, as approved by the Board and (ii) the individual appraisal results of such grantee in the relevant year which shall be determined based on, for instance, the performance, responsibilities and execution efficiency when completing key tasks and important projects, work attitude and discipline, teamwork and contributions to the Group. The performance targets attached to each grant may be adjusted by the Scheme Administrator from time to time.

It is expected that the methods for assessing how the performance target(s) (if any) are satisfied generally comprise aspects such as setting specific targets, establishing a measurement period, conducting an internal performance review process, evaluating actual performance against set targets, and/or making any necessary adjustments (at the Scheme Administrator’s discretion) for exceptional circumstances according to changes in market conditions.

Note:

The Board believes that it is in the best interests of the Company to retain the flexibility to impose appropriate conditions in light of the particular circumstances of each grant, which would then be a more meaningful reward for each eligible participant’s contribution or potential contribution. It is considered that by allowing the Company to require the Eligible Participant to achieve such performance targets as may be stipulated in the Award Letter on a case-by-case basis, the Company may be in a better position to incentivize suitable eligible participants to deliver high quality work or to complete specified projects or goals important to the Group, which is in line with the purpose of the 2026 Share Scheme. Where Awards are granted to Directors (excluding the independent non-executive Directors) or senior management of the Company without performance targets, the views of the Remuneration Committee on why performance targets are not necessary and how the grants align with the purpose of the 2026 Share Scheme, will be included in the announcement to be issued after any grant of Awards as required by the Listing Rules.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Voting and Dividend Rights:

Awards do not carry any right to vote at general meetings of the Company, nor any right to dividends, transfer or other rights. No Grantee shall enjoy any of the rights of a Shareholder by virtue of the grant of an Award unless and until the Shares underlying an Award are issued or delivered to the Grantee pursuant to the vesting and/or exercise of such Award.

Clawback:

Where certain events specified in the Scheme Rules arises, unless the Scheme Administrator determines otherwise at its absolute discretion, with respect to a Grantee, Awards granted but not yet exercised/vested shall immediately lapse, and with respect to any Shares delivered or amount paid to the Grantee, the Grantee be required to transfer the same value, whether in Shares and/or cash, back to the Company (or nominee). These circumstances are:

(a) the Grantee ceasing to be an Eligible Participant by reason of termination of his/her employment or contractual engagement with the Group or Related Entity for cause (including but not limited to, serious misconduct as provided in the Company's internal policies) or as a result of the Grantee having been charged, penalized or convicted or an offence involving the Grantee's integrity or honesty;

(b) in the reasonable opinion of the Scheme Administrator, a Grantee having committed a serious breach of an internal policy or code of any member of the Group or agreement with any member of the Group, including the breach of a non-compete obligation imposed on the Grantee by the Group, and such breach is considered material;

(d) in the reasonable opinion of the Board or the Scheme Administrator, the Grantee being engaged in a serious misconduct (as provided in the Company's internal policies) or breaches the terms of the 2026 Share Scheme in any material respect; or

(e) in the reasonable opinion of the Board or the Scheme Administrator, the Award to the Grantee being no longer appropriate and aligned with the purpose of the 2026 Share Scheme.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Note:

The Directors are of the view that the above clawback mechanism enables the Company to claw back Awards (or the Award Shares underlying such Awards) received by those Grantees that have, for example, seriously violated the policies of the Group, put the Group into disrepute, adversely harmed the Group, or otherwise exposed the Group to significant risk. In these circumstances, the Company would not consider it in the Company or Shareholders' best interests to incentivize them with proprietary interests of the Company under the 2026 Share Scheme, nor would the Company consider such Grantees benefiting under the 2026 Share Scheme to align with the purpose of the 2026 Share Scheme. As such. The Company considers this clawback mechanism appropriate and reasonable.

Lapse of Awards:

Without prejudice to the authority of the Scheme Administrator to provide additional situations when an Award shall lapse in the terms of any Award Letter, an Award shall lapse automatically (to the extent not already vested and, where relevant, exercised) on the earliest of:

(a) in the case of Share Options, the expiry of any applicable Exercise Period;

(b) the clawback mechanism being triggered;

(d) the Grantee breaching the rule against transferring the Awards; and

(e) the Grantee forfeiting the Award by giving a written notice to the Scheme Administrator.

The Award lapsed will not be regarded as utilized and hence will not be counted for the purpose of calculating the Scheme Mandate Limit.

Cancellation of Awards:

The Scheme Administrator may cancel an Award (to the extent that such Award is granted but not exercised) at any time with the prior consent of the Grantee.

Where the Company cancels an Award granted to an Eligible Participant and makes a new grant to the same Eligible Participant, such new grant may only be made under the 2026 Share Scheme with available Scheme Mandate Limit approved by Shareholders as referred to in Rule 17.03B or 17.03C of the Listing Rules. The Awards cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

Amendment:

The Scheme Administrator may at any time amend the 2026 Share Scheme or an Award granted under the 2026 Share Scheme, provided that:

(a) the amendment must comply with Chapter 17 of the Listing Rules;

(b) Shareholders’ approval at general meeting is required for the following:

(i) any amendment or alteration to the terms of the 2026 Share Scheme that is of a material nature or any amendment or alteration to those provisions that relate to the matters set out in Rule 17.03 of the Listing Rules to the extent that such alteration or amendment operates to the advantage of Eligible Participants;

(ii) any change to the authority of the Board or the Scheme Administrator to alter the terms of the 2026 Share Scheme; and

(c) any amendment or alteration to the terms of an Award the grant of which was subject to the approval of a particular body (such as the Board or any committee thereof, the independent non-executive Directors, or the Shareholders in general meeting) shall be subject to approval by that same body, provided that this requirement does not apply where the relevant alteration takes effect automatically under existing terms of the 2026 Share Scheme.

Termination:

The 2026 Share Scheme shall terminate on the earlier of: (a) the 10th anniversary of the Adoption Date; and (b) such date of early termination as determined by the Board, provided that such termination shall not affect any subsisting rights in respect of the Awards already granted to any Grantee under the 2026 Share Scheme.

Restrictions on Awards and transferability:

Awards are personal to the Grantee and shall not be assignable or transferable, except where the written consent of the Company has been obtained and a waiver has been granted by the Stock Exchange with respect to the proposed transfer, and such transfer has been made in compliance with the Listing Rules and provided that any such transferee shall be bound by the Scheme Rules and all applicable Award Letter as if the transferee were the Grantee.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

No Award shall be granted to any Eligible Participant during the following time periods:

(a) in circumstances prohibited by the Listing Rules or at a time when the relevant Eligible Participant would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers, set out in Appendix C3 to the Listing Rules) or by any applicable rules, regulations or laws;

(b) where the Company is in possession of any unpublished inside information in relation to the Company, until (and including) the trading day after such inside information has been announced; and

(i) the date of the board meeting for approving the Company’s results for any year or interim (including quarterly) period, and

(ii) the deadline for the Company to announce such results, and ending on (and including) the trading day after the date of the results announcement publication, provided that such period will also cover any period of delay in the publication of any results announcement.

The Stock Exchange may consider granting a waiver to allow a transfer to a vehicle (such as a trust or a private company) for the benefit of the Grantee and any family members of such Grantee (for instance, for estate planning or tax planning purposes) that would continue to meet the purpose of the 2026 Share Scheme and comply with other requirements of Chapter 17 of the Listing Rules. Where such waiver is granted, the beneficiaries of the trust or the ultimate beneficial owners of the transferee vehicle shall be disclosed.

Alterations in share capital or corporate transactions:

If there is an event of change in control of the Company as the result of a merger, scheme of arrangement or general offer, or in the event of a dissolution or liquidation of the Company, the Scheme Administrator shall at its sole discretion determine whether the Vesting Dates of any Awards will be accelerated and/or the vesting conditions or criteria of any Awards will be amended or waived, and notify the Grantees accordingly.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2026 SHARE SCHEME

In the event of any alteration in the capital structure of the Company by way of capitalization issue, rights issue, open offer (if there is a price dilutive element), subdivision or consolidation of Shares or reduction of the share capital of the Company (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party) after the Adoption Date, the Scheme Administrator shall make such corresponding adjustments, if any, as the Scheme Administrator in its discretion may deem appropriate to reflect such change with respect to:

(a) the number of Shares constituting the Scheme Mandate Limit, provided that in the event of any Share subdivision or consolidation the Scheme Mandate Limit as a percentage of the total issued Shares at the date immediately before any consolidation or subdivision shall be the same on the date immediately after such consolidation or subdivision;

(b) the number of Shares in each Award to the extent any Award has not been exercised;

(d) or any combination thereof,

provided always that (i) any such adjustments should give each Grantee the same proportion of the equity capital of the Company, rounded to the nearest whole Share, as that to which that grantee was previously entitled prior to such adjustments; (ii) no such adjustments shall be made which would result in a Share being issued at less than its nominal value; and (iii) notwithstanding sub-paragraph (a) above, any adjustments as a result of an issue of securities with a price-dilutive element, such as a rights issue, open offer or capitalisation issue, shall be made in accordance with Appendix 1 to Frequently Asked Questions FAQ13 – No. 16 or such other guidance as may be issued by the Stock Exchange from time to time. In respect of any such adjustments (other than any made on a capitalization issue), an independent financial advisor engaged by the Company for such purpose or the Company’s auditor shall confirm to the Board in writing that the adjustments satisfy the requirements of the relevant Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

Linklogis Inc.

聯易融科技集團

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9959)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Linklogis Inc. (the “Company”) will be held at Floor 28, Qianhai CTF Finance Tower, 66 Hub Street, Nanshan Street, Qianhai Shenzhen Hong Kong Cooperation Zone, Nanshan District, Shenzhen, the PRC on Tuesday, June 16, 2026 at 2:00 p.m. to consider and, if thought fit, transact the following businesses:

ORDINARY RESOLUTIONS

To approve the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and auditor of the Company for the year ended December 31, 2025.
To declare a final special dividend of HK$0.06 per share of the Company for the year ended December 31, 2025.
(i) To re-elect Mr. Song Qun as executive Director.

(ii) To re-elect Mr. Gao Feng as independent non-executive Director.

(iii) To re-elect Mr. Tan Huay Lim as independent non-executive Director.

(iv) To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

To re-appoint KPMG as auditor of the Company and to authorize the Board to fix its remuneration.

NOTICE OF ANNUAL GENERAL MEETING

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

“THAT:

(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with class B ordinary shares (the “Class B Shares”) (including any sale and transfer of Class B Shares out of treasury that are held as treasury Shares) (which has the meaning ascribed to it under the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of the Hong Kong Limited (the “Stock Exchange”)) in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Class B Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the total number of Shares in issue (excluding any Class B Shares that are held as treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

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

(iii) the date on which such mandate is varied or revoked by an ordinary resolution of the shareholders of the Company (the “Shareholders”) at a general meeting.”

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).

"THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding any Class B Shares that are held as treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

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

(iii) the date on which such mandate is varied or revoked by an ordinary resolution of the shareholders of the Company at a general meeting."

NOTICE OF ANNUAL GENERAL MEETING

"THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with Class B Shares (including any sale and transfer of Class B Shares out of treasury that are held as treasury Shares) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Class B Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding any Class B Shares that are held as treasury Shares) as at the date of passing the resolution."
"THAT the adoption of the share incentive scheme (the “2026 Share Scheme”) proposed by the Board, a copy of which is produced to this meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification, with the Scheme Mandate Limit (as defined in the 2026 Share Scheme) of 64,127,428 shares, representing approximately 3.18% of the total issued shares (excluding treasury shares and Class B Shares repurchased on the Stock Exchange which had not been cancelled) of the Company as at the date of the approval of the 2026 Share Scheme by the Shareholders, be and is hereby approved and adopted, and the Scheme Administrator (as defined in the 2026 Share Scheme) be and are hereby authorized to grant the Awards (as defined in the 2026 Share Scheme), and do all such acts and execute all such documents as the Scheme Administrator may consider necessary or expedient in order to give full effect to the 2026 Share Scheme."

Yours faithfully,

By order of the Board

Linklogis Inc.

Song Qun

Chairman

Hong Kong, May 22, 2026

NOTICE OF ANNUAL GENERAL MEETING

Notes:

For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, June 11, 2026 to Tuesday, June 16, 2026, both dates inclusive. During such period, no transfer of Shares will be registered. In order to be eligible for attending the AGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, for registration not later than 4:30 p.m. on Wednesday, June 10, 2026. The record date for determining the entitlement of the shareholders to attend and vote at the AGM will be Tuesday, June 16, 2026.
The register of members of the Company will also be closed from Wednesday, June 24, 2026 to Friday, June 26, 2026, both days inclusive, in order to determine the entitlement of the Shareholders to receive the final special dividend, during which period no share transfers will be registered. To qualify for the final special dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Tuesday, June 23, 2026. The record date for determining the entitlement of the Shareholders to receive the final special dividend will be Friday, June 26, 2026.
A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he/she/it is the holder of two or more Shares, more proxies to attend and vote instead of him/her/it. A proxy need not be a member of the Company.
Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the AGM or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the AGM or any adjournment thereof should they so wish and, in such event, the form of proxy shall be deemed to be revoked.
With respect to resolution numbered 3 of this notice, Mr. Song Qun, Mr. Gao Feng and Mr. Tan Huay Lim shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated May 22, 2026.

NOTICE OF ANNUAL GENERAL MEETING

The Company will adopt the following arrangements at the AGM:

(a) All resolutions at the AGM will be decided on a poll. Shareholders are entitled to attend and vote in person at the AGM or to appoint the chairman of the AGM or proxy to exercise his/her/its right to vote at the AGM in accordance with his/her/its instructions.

(b) To vote at the AGM, you should attend and vote in person at the AGM or complete the form of proxy in accordance with the instructions printed thereon, return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services 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 (or any adjourned meeting thereof) and appoint the chairman of the AGM or proxy who can attend the AGM physically.

As at the date of this notice, the Board comprises Mr. Song Qun as the Chairman and executive Director, Mr. Ji Kun and Ms. Chau Ka King as executive Directors, Mr. Lin Haifeng and Mr. Zhang Yuhan as non-executive Directors, and Mr. Gao Feng, Mr. Tan Huay Lim and Mr. Chen Wei as independent non-executive Directors.

AI assistant

Linklogis Inc. — Proxy Solicitation & Information Statement 2026

51187_rns_2026-05-21_31af791c-9dc0-4002-bdba-88aa3a7ffe41.pdf

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

RECOMMENDATION OF THE NOMINATION COMMITTEE

RE-APPOINTMENT OF AUDITOR

DECLARATION OF FINAL SPECIAL DIVIDEND

ADOPTION OF THE 2026 SHARE SCHEME

Purpose of the 2026 Share Scheme

Scheme Mandate Limit of the 2026 Share Scheme

Condition of the adoption of the 2026 Share Scheme

Explanation of the terms of the 2026 Share Scheme

Value of Share Options

Document on display

ANNUAL GENERAL MEETING

VOTES TAKEN BY POLL

VOTE BY APPOINTING PROXY

SUBMISSION OF PROXY FORMS FOR REGISTERED SHAREHOLDERS

APPOINTMENT OF PROXY FOR NON-REGISTERED HOLDERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

4. FUNDING OF REPURCHASE OF SHARES

5. GENERAL

6. SHARE PRICES

7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

8. SHARE PURCHASE MADE BY THE COMPANY

(1) Mr. Song Qun, executive Director

(2) Mr. Gao Feng, independent non-executive Director

(3) Mr. Tan Huay Lim, independent non-executive Director

Scheme Mandate Limit:

Refreshing the Scheme Mandate Limit:

Maximum entitlement of each Eligible Participant:

Further approval requirements:

Vesting period:

Note:

Performance targets:

Note:

Amendment:

Termination:

Restrictions on Awards and transferability:

Alterations in share capital or corporate transactions:

NOTICE OF THE ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

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Linklogis Inc. Proxy Solicitation & Information Statement 2026