Netjoy Holdings Limited — Share Issue/Capital Change 2021

Oct 18, 2021

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

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NETJOY HOLDINGS LIMITED 云想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

ADOPTION OF RESTRICTED SHARE UNIT SCHEME

ADOPTION OF RESTRICTED SHARE UNIT SCHEME

The Board is pleased to announce that it has approved the adoption of the RSU Scheme on October 18, 2021.

The purpose of the RSU Scheme is to recognize and reward Participants for their contribution to the Group, to attract best available personnel to provide service to the Group, and to provide additional incentives to them to remain with and further promote the success of the Group’s business.

The RSU Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date. The total number of Shares underlying the RSU Scheme (excluding the Shares underlying the RSUs that have lapsed or been cancelled in accordance with the relevant provisions of the RSU Scheme) shall not exceed 80,000,000 Shares, representing 10% of the issued Shares as of the Adoption Date.

The RSU Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purposes of Chapter 17 of the Listing Rules. It is a discretionary scheme of the Company. No Shareholders’ approval is required for the adoption of the RSU Scheme.

APPOINTMENT OF TRUSTEE

The Board is pleased to announce that the Company will enter into the Trust Deed and appoint Equiom Fiduciary Services (Hong Kong) Limited as the Trustee for the administration of the RSU Scheme pursuant to the terms of the RSU Scheme. To the best knowledge, information and belief of the Directors after making all reasonable enquiries, as of the date of this announcement, the Trustee and its ultimate beneficial owners are third parties independent of the Company and are not connected persons (as defined under the Listing Rules) of the Company. The Trustee will administer the RSU Scheme in accordance with the terms of the RSU Scheme and the Trust Deed.

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ADOPTION OF THE RESTRICTED SHARE UNIT SCHEME

The Board is pleased to announce that the Company has approved the adoption of the RSU Scheme on October 18, 2021. The RSU Scheme will be maintained in parallel with the PostIPO Share Option Scheme and such other share incentive schemes which may be adopted by the Company from time to time.

The grant of RSUs shall be satisfied by existing Shares to be acquired by the Trustee on the market. The Company shall procure that sufficient funds are provided to the Trustee to enable the Trustee to satisfy its obligations in connection with the RSU Scheme.

SUMMARY OF THE RESTRICTED SHARE UNIT SCHEME

The following is a summary of the principal terms of the RSU Scheme:

Purpose

The purpose of the RSU Scheme is to recognize and reward Participants for their contribution to the Group, to attract best available personnel to provide service to the Group, and to provide additional incentives to them to remain with and further promote the success of the Group’s business.

Effectiveness and Duration

Subject to any early termination as may be determined by the Board pursuant to terms of the RSU Scheme, the RSU Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date, after which no further Awards will be granted, but the provisions of the RSU Scheme shall in all other respects remain in full force and effect and the Awards granted during the term of the RSU Scheme may continue to be valid in accordance with their respective terms of grant.

RSU Limit

The total number of Shares underlying the RSU Scheme (excluding the Shares underlying the RSUs that have lapsed or been cancelled in accordance with the relevant provisions of the RSU Scheme) shall not exceed 80,000,000 Shares (the “ RSU Limit ”), representing 10% of the issued Shares as of the Adoption Date.

No RSU has been granted under the RSU Scheme as at the date of this announcement.

Administration

The RSU Scheme shall be subject to the administration of the Administrator in accordance with the terms and conditions of the RSU Scheme. The Administrator shall have the sole and absolute right to (i) interpret and construe the provisions of the RSU Scheme; (ii) determine the persons who will be granted Awards under the RSU Scheme, the terms and conditions on which Awards are granted and when the RSUs granted pursuant to the RSU Scheme may vest; (iii) make such appropriate and equitable adjustments to the terms of the Awards

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granted under the RSU Scheme as it deems necessary; and (iv) make such other decisions or determinations as it shall deem appropriate or desirable in respect of the foregoing (i), (ii) and (iii). All the decisions, determinations and interpretations made by the Administrator in accordance with the RSU Scheme shall be final, conclusive and binding on all parties.

Subject to any applicable laws, regulations and rules, the powers and obligations of the Trustee will be limited as set forth in the Trust Deed and the Trustee shall, prior to the Shares being transferred to the Grantees pursuant to the RSU Scheme, exercise all powers and rights attached to the Shares (including the voting rights thereof) under the RSU Scheme pursuant to the authorization and instruction by the Administrator but shall be required to give a proxy (after specifying voting direction) to the chairman of each general meeting in terms of the voting over the Shares held by the Trustee. The Trustee will hold the Trust Funds (including the Shares to be acquired by the Trustee for the purpose of the RSU Scheme) in accordance with the terms of the Trust Deed.

Who May Join

The Participants include: (i) full-time employees (including directors, officers and members of senior management) of any member of the Group; (ii) any non-executive directors (including independent non-executive directors) of the Group or any Invested Entity; (iii) any adviser (professional or otherwise), consultant to or expert in any area of business or business development of any member of the Group or any Invested Entity; and (iv) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group.

Grant and Acceptance of Awards

Subject to limitations and conditions of the RSU Scheme, the Administrator may grant to each of the selected Participants an offer of grant of Award by way of a restricted share unit award agreement or any such notice or document in such form as the Administrator may from time to time determine for acceptance by the selected Participant (the “ Award Agreement ”), subject to additional terms and conditions that the Administrator thinks fit which shall be stated in the Award Agreement.

If the selected Participant intends to accept the Grant as specified in the Award Agreement, he/she is required to sign the Award Agreement to confirm his/her acceptance and return it to the Administrator within the time period and in a manner prescribed in the Award Agreement. Upon the receipt from the selected Participant of a duly executed Award Agreement and payment of total consideration (if any), the RSUs shall be granted to such Participant in respect of a board lot for dealing in the Shares on the Stock Exchange or an integral multiple thereof, and such Participant shall become a Grantee pursuant to the RSU Scheme. To the extent that the Grant or any term or condition set out in the Award Agreement is not accepted by any selected Participant within the time period or in a manner prescribed in the Award Agreement, it shall be deemed that such Grant has irrevocably lapsed and terminated and that the RSUs that would have been granted under the Grant have immediately lapsed.

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Restrictions on Grant of Awards

No Grant shall be made to, nor shall any Grant be capable of acceptance by, any selected Participant at a time when the selected Participant would or might be prohibited from dealing in the Shares by the Listing Rules (where applicable) or by any other applicable rules, regulations or law.

For as long as the Shares are listed on the Stock Exchange, a Grant must not be made after inside information has come to the knowledge of the Administrator or the Company until such inside information has been announced in accordance with the requirements of the Listing Rules.

For as long as the Shares are listed on the Stock Exchange, a Grant shall not be made on any day on which the financial results of the Company are published and during the period of:

• (i) 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results;

• (ii) 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or halfyear period up to the publication date of the results; and

• (iii) a specified period, where a Grant is prohibited under the Listing Rules, the SFO or other applicable laws from time to time or where such Grant would render the Company the subject of a mandatory offer under the Codes on Takeovers and Mergers and Share Buybacks from time to time.

The Administrator may not grant any Awards to any Participants in any of the following circumstances:

• (i) the requisite approvals for that Grant from any applicable regulatory authorities have not been obtained;

• (ii) the securities laws or regulations require that a prospectus or other offering documents be issued in respect of the Grant or in respect of the RSU Scheme, unless the Administrator determines otherwise;

• (iii) where the Grant would result in a breach of any applicable securities laws, rules or regulations by any member of the Group or any of its directors; or

• (iv) the Grant would result in a breach of the RSU Limit or other rules of the RSU Scheme.

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For as long as the Shares are listed on the Stock Exchange, if required by the Stock Exchange or the Listing Rules, the grant of an Award shall be subject to the compliance with the requisite requirements under the Listing Rules or otherwise required by the Stock Exchange. In particular, the grant of Award to any director, chief executive or substantial shareholder of the Company or its subsidiaries, or any of their respective associates (as defined under the Listing Rules), shall be subject to compliance with requirements of Chapter 14A of the Listing Rules.

Vesting of Awards

Upon fulfilment or waiver (by the Administrator in its sole and absolute discretion) of the vesting period and vesting conditions (if any) applicable to a Grantee or a Grant, a vesting notice will be sent to the Grantee by the Administrator, or by the relevant Trustee under the authorization and instruction by the Administrator, confirming (i) the extent to which the vesting period and vesting conditions have been fulfilled or waived; (ii) the number of Shares (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of these Shares) or the amount of cash the Grantee will receive; and (iii) where the Grantee will receive Shares, the lock-up arrangements for such Shares (if applicable). The Grantee is required to execute, after receiving the vesting notice, certain documents set out in the vesting notice that the Administrator considers necessary (which may include, without limitation, a certification that he or she has complied with all the terms and conditions set out in the RSU Scheme and the Award Agreement). In the event that the Grantee fails to execute the required documents within 30 Business Days after receiving the vesting notice, the vested RSUs will lapse.

Subject to the execution of documents by the Grantee as set out above, the RSUs which have vested shall be satisfied at the Administrator’s sole and absolute discretion within a reasonable period from the vesting date of such RSUs, either by:

• (i) subject to the terms of the RSU Scheme, the Administrator directing and procuring the Trustee to transfer the Shares underlying the RSUs (and, if applicable, the cash or noncash income, dividends or distributions and/or the sale proceeds of non-cash and nonscrip distributions in respect of those Shares) to the Grantee or his/her wholly-owned entity (as represented by the Grantee) from the Trust Funds; and/or

• (ii) the Administrator directing and procuring the Trustee to pay to the Grantee or his/ her wholly-owned entity (as represented by the Grantee) in cash an amount which is equivalent to the market value of the Shares (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of those Shares) set out in paragraph (i) above by making onmarket sales of such Shares and after deduction or withholding of any tax, fees, levies, stamp duty and other charges applicable to the entitlement of the Grantee and the sales of any Shares to fund such payment and in relation thereto.

Notwithstanding the foregoing, if the Company, the Trustee or any Grantee would or might be prohibited from dealing in the Shares by the Listing Rules (where applicable) or by any other applicable laws, regulations or rules, the date on which the relevant Shares shall be transferred to the Grantee shall occur as soon as possible after the date when such dealing is permitted by the Listing Rules or by any other applicable laws, regulations or rules.

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Transferability

Any RSU granted pursuant to the RSU Scheme shall be personal to the Grantee and shall not be assignable or transferable unless and until such Shares underlying the RSUs are actually transferred to the Grantee upon the vesting of the RSUs, except assignment or transfer from a Grantee to a company wholly-owned by him or between two companies both of which are wholly-owned by him. The terms of the RSU Scheme and the Award Agreement shall be binding upon the assigns and transferees of the Grantee.

Notwithstanding the above, no Grantee shall in any way sell, transfer, assign, charge, mortgage, encumber, hedge or create any interest in favour of any other person over or in relation to any RSU or any property held by the Trustee on trust for the Grantees, Awards, Shares underlying any Awards or RSUs or any interest or benefits therein, unless and until such Shares underlying the RSUs are actually transferred to the Grantee upon the vesting of the RSUs.

Lapse

• (i) Unless otherwise specified in the Award Agreement, subject to terms and conditions of the RSU Scheme, the unvested RSUs shall automatically lapse upon the earliest of:

• (a) the date of the termination of Grantee’s employment or service by any member of the Group for Causes, subject to the below paragraph (iii);

• (b) the date on which the Grantee commits a breach of the above clause of transferability;

• (c) the date on which the Administrator reasonably believes it is no longer possible for any outstanding conditions to vesting to be satisfied; or

• (d) the date on which the Administrator has decided that the unvested RSUs shall not be vested for the Grantee in accordance with the rules of the RSU Scheme and the terms and conditions as set out in the Award Agreement.

• (ii) For the purpose of circumstance (a) in the above paragraph (i), the Administrator or the board of directors of the relevant Group Company shall have the right to determine what constitutes Cause, whether the Grantee’s employment or service has been terminated for Cause and the effective date of such termination, and such determination by the Administrator or the board of directors of the relevant Group Company shall be final and conclusive.

• (iii) If the Grantee’s employment or service with the Company or any of the Group Companies is terminated for any reason other than for Cause (including by reason of resignation, retirement, death, Disability or non-renewal of the employment or service agreement upon its expiration for any reason other than for Cause), the Administrator shall determine at its sole and absolute discretion and shall notify the Grantee whether any unvested RSU granted to such Grantee shall vest and the period within which such RSU shall vest. If the Administrator determines that such RSU shall not vest, such RSU shall automatically lapse with effect from the date on which the Grantee’s employment or service is terminated.

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• (iv) Where any unvested RSUs of a Grantee lapse in accordance with the rules of the RSU Scheme, the Administrator shall direct the Trustee to refund to the Grantee the consideration (if any) in correspondence to such unvested RSUs paid by the Grantee pursuant to the terms of the RSU Scheme and the terms and conditions as set out in the Award Agreement. To the extent the Trust Fund does not have sufficient cash to pay and settle such refund, the Trustee shall notify the Company/the Administrator of such shortfall and the Company/the Administrator shall pay to the Trustee the shortfall amount within 30 Business Days upon its receipt of such notice from the Trustee.

• (v) Notwithstanding any other provisions of the RSU Scheme, in each case, the Administrator may in its sole and absolute discretion decide that any RSU shall not lapse or shall be subject to such conditions or limitations as the Administrator may decide.

Cancellation of RSUs

The Board may at its discretion cancel any RSU that has not vested or lapsed, provided that:

• (a) The Company or any member of the Group pay to the Participant an amount equal to the fair value of the RSU at the date of the cancellation as determined by the Board;

• (b) The Company or the relevant member of the Group provides to the Participant a replacement award (or a grant or option under any other restricted share unit scheme, share option scheme or share-related incentive scheme) of equivalent value to the RSUs to be cancelled; or

• (c) The Board makes any arrangement as the Participant may agree in order to compensate him/her for the cancellation of the RSUs.

Reorganization of Capital Structure

• (i) In the event of any alteration in the capital structure of the Company, such as capitalization issue, consolidation, sub-division and reduction of the share capital of the Company, the Administrator may make equitable adjustments that it considers appropriate, at its sole and absolute discretion, including:

• (a) make arrangements for the grant of substitute RSUs of equivalent fair value to an Award in the purchasing or surviving company;

• (b) reach such accommodation with the Grantee as it considers appropriate, including the payment of cash compensation to the Grantee equivalent to the fair value to any RSU to the extent not vested;

• (c) waive any conditions to vesting of any RSU to the extent not already vested; or

• (d) permit the continuation of an Award in accordance with its original terms.

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• (ii) Without prejudice to the above paragraph (i):

• (a) In the event the Company undertakes an open offer of new securities in respect of any Shares which are held by the Trustee under the RSU Scheme, the Trustee shall not subscribe for any new Shares. In the event of a rights issue, the Trustee shall not take up any rights Shares and shall, if possible, sell the amount of the nil-paid rights allotted to it during a specific period and at a specific price range as directed and instructed by the Administrator in its sole and absolute discretion and the net proceeds of sale of such rights shall be held as income of the Trust Funds and be applied in accordance with the terms of the RSU Scheme.

• (b) In the event the Company issues bonus warrants in respect of any Shares which are held by the Trustee, the Trustee shall not subscribe for any new Shares by exercising any of the subscription rights attached to the bonus warrants and shall, if possible, sell the bonus warrants created and granted to it during a specific period and at a specific price range as directed and instructed by the Administrator in its sole and absolute discretion and the net proceeds of sale of such bonus warrants shall be held as income of the Trust Funds and be applied in accordance with the terms of the RSU Scheme.

• (c) In the event the Company undertakes a scrip dividend scheme, the Trustee shall elect cash dividend and the cash dividend will be treated as income of the Trust Funds and be applied in accordance with the terms of the RSU Scheme.

• (d) In the event of other non-cash and non-scrip distribution made by the Company in respect of Shares held upon the Trust, the Trustee shall dispose of such distribution as directed and instructed by the Administrator in its sole and absolute discretion, the net sale proceeds thereof shall be deemed as income of the Trust Funds and shall be applied in accordance with the terms of the RSU Scheme.

Rights Attached to RSUs and Shares

The RSUs do not carry any right to vote at general meetings of the Company. No Grantee shall enjoy any of the rights of a Shareholder by virtue of the grant of an Award pursuant to the RSU Scheme, unless and until such Shares underlying the RSUs are actually transferred to the Grantee upon the vesting of the RSUs. In particular, no Grantee shall exercise any of the voting rights in respect of the Shares underlying the RSUs prior to the vesting of the RSUs. Unless otherwise specified by the Administrator in its sole and absolute discretion in the Award Agreement, the Grantees do not have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Shares underlying an RSU prior to the vesting of the RSU.

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Any Shares to be transferred to a Grantee or his/her wholly-owned entity upon the vesting of RSUs granted pursuant to the RSU Scheme shall be subject to all the provisions of the amended and restated memorandum and articles of association of the Company and shall rank pari passu in all respects with the existing fully paid Shares in issue on the date of transfer, or if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, and accordingly shall entitle the holder of such Shares to participate in all dividends or other distributions paid or made on or after the date of transfer and to exercise all voting rights in respect of such Shares, or if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members.

Alteration of the RSU Scheme

The terms of the RSU Scheme may be altered, amended or waived in any respect by the Board.

Termination

The RSU Scheme may be terminated at any time prior to the expiry of its term by the Board provided that such termination shall not affect any subsisting rights of any Grantee hereunder. For the avoidance of doubt, no further Awards shall be granted after the RSU Scheme is terminated but in all other respects the provisions of the RSU Scheme shall remain in full force and effect. All RSUs granted prior to such termination and not vested on the date of termination shall remain valid. In such event, (i) the Trustee shall act in accordance with the instruction of the Administrator to notify all Grantees of such termination and how the Trust Funds held by the Trustee on trust and other interests or benefits in relation to the outstanding RSUs shall be dealt with, and (ii) to the extent that any part of the Trust Funds will not be transferred to the Grantees under paragraph (i), the Trust Funds held by the Trustee and any income thereof shall be held by the Trustee for the purpose of the future incentive schemes of the Company or as otherwise instructed by the Administrator.

LISTING RULES IMPLICATION

The RSU Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purposes of Chapter 17 of the Listing Rules. It is a discretionary scheme of the Company. No Shareholders’ approval is required for the adoption of the RSU Scheme.

APPOINTMENT OF TRUSTEE

The Board is pleased to announce that the Company will enter into the Trust Deed and appoint Equiom Fiduciary Services (Hong Kong) Limited as the Trustee for the administration of the RSU Scheme pursuant to the terms of the RSU Scheme. To the best knowledge, information and belief of the Directors after making all reasonable enquiries, as of the date of this announcement, the Trustee and its ultimate beneficial owners are third parties independent of the Company and are not connected persons (as defined under the Listing Rules) of the Company. The Trustee will administer the RSU Scheme in accordance with the terms of the RSU Scheme and the Trust Deed.

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DEFINITIONS

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

• “Administrator” the Board or the committee comprising of certain members of the Board as authorized by the Board from time to time

• “Adoption Date” October 18, 2021, being the date on which the RSU Scheme was adopted by the Board

• “Award” an award of RSUs granted to a Participant pursuant to the RSU Scheme, an award may include, if so specified by the Administrator in its absolute discretion, cash and non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of the Shares underlying such RSUs from the date that the Award is granted to the date that it vests

• “Board” the board of directors of the Company

• “Business Day” any day (excluding Saturday and Sunday) on which banks in Hong Kong are generally open for business and the Stock Exchange is open for business of dealing securities

• “Cause” with respect to a Grantee, the summary termination of employment or office on any one or more of the following grounds: (i) the Grantee has been guilty of misconduct; or (ii) has been convicted of any criminal offence involving his/her integrity or honesty; or (iii) has been charged, convicted or held liable for any offence under the relevant securities laws in the People’s Republic of China, Hong Kong or any other applicable laws, or (iv) has committed any material breach of any contract entered into between the Grantee on the one hand and any member of the Group on the other hand; or (v) (if so determined by the Administrator or the board of directors of the relevant Group Company in its sole and absolute discretion) on any other ground on which the relevant Group Company would be entitled to terminate his/her employment or office summarily pursuant to any applicable laws or under the Grantee’s service contract with the relevant Group Company. Notwithstanding the foregoing, a decision of the Administrator or the board of directors of the relevant Group Company to the effect that the employment or office of a Grantee has or has not been terminated on one or more of the grounds specified herein shall be conclusive

“Company”

Netjoy Holdings Limited (云想科技控股有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on March 29, 2019

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“Director(s)” director(s) of the Company “Disability” a disability, whether temporary or permanent, partial or total as determined by the Administrator based on medical proof “Grant” the offer of the grant of an Award to be made in accordance with the RSU Scheme “Grantee” any Participant who accepts a Grant in accordance with the terms of the RSU Scheme, or (where the context so permits) any person who is entitled to any Award in consequence of the death of the original Grantee

• “Group” the Company and its subsidiaries and consolidated affiliated entities

• “Group Companies” the members of the Group, and each a “Group Company” “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Invested Entity” any entity in which any member of the Group holds any equity interest

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

• “Participants”

include the following:

• (i) full-time employees (including directors, officers and members of senior management) of any member of the Group;

• (ii) any non-executive directors (including independent nonexecutive directors) of the Group or any Invested Entity;

• (iii) any adviser (professional or otherwise), consultant to or expert in any area of business or business development of any member of the Group or any Invested Entity; and

• (iv) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group

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“Post-IPO Share	the post-IPO share option scheme conditionally adopted by the
Option Scheme”	Shareholders on November 17, 2020, a summary of the principal
	terms of which is set forth in “Appendix IV – Statutory and
	General Information – D. Post-IPO Share Option Scheme” in the
	prospectus of the Company dated December 7, 2020
“RSU”	a restricted share unit conferring the Grantee a conditional
	right upon vesting of the Award to obtain, as determined by
	the Administrator, either the beneficial interest in a Share or an
	equivalent value in cash with reference to the market value of a
	Share on the date on which such Share is sold by the Trustee as
	directed and procured by the Administrator, less any tax, fees,
	levies, stamp duty and other charges applicable
“RSU Scheme” or	the restricted share unit scheme adopted by the Group, as amended
“Scheme”	from time to time
“SFO”	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong) (as amended, supplemented or otherwise modified
	from time to time)
“Shares”	the ordinary shares of US$0.00005 each in the share capital of the
	Company, or if there has been a capitalization issue, sub-division,
	reduction, consolidation, reclassification or reconstruction
	of the share capital of the Company, the shares forming part
	of the ordinary equity share capital of the Company of such
	nominal amount as shall result from any such capitalization
	issue, sub-division, reduction, consolidation, reclassification or
	reconstruction
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Trust”	the trust declared by the Trust Deed
“Trust Deed”	a trust deed to be entered into between the Company as the settlor
	and the Trustee as the trustee in respect of the appointment of
	the Trustee for the administration of the Scheme (as restated,
	supplemented and amended from time to time)
“Trust Funds”	has the meaning as defined in the Trust Deed

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“Trustee(s)”

Equiom Fiduciary Services (Hong Kong) Limited, a company incorporated under the laws of Hong Kong or other trustee or trustees as shall be appointed pursuant to and in accordance with the terms of the Trust Deed

“%”

per cent

By order of the Board Netjoy Holdings Limited XU Jiaqing Chairman of the Board

Shanghai, the PRC, October 18, 2021

As at the date of this announcement, the Board comprises Mr. XU Jiaqing and Mr. WANG Chen as executive Directors; Mr. QIN Miaomiao, Mr. DAI Liqun, Mr. ZHANG Jianguo and Mr. WANG Jianshuo as non-executive Directors; and Mr. CHEN Changhua, Dr. RU Liyun and Ms. CUI Wen as independent non-executive Directors.

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