THIS DOCUMENT 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, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Productive Technologies Company Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchange 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.

Innovativity To Productivity

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

普通特科技有限公司*

(Incorporated in Bermuda and continued in the Cayman Islands with limited liability)

(Stock Code: 650)

(1) PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME
(2) PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 8 to 16 of this circular. A notice convening the extraordinary general meeting (the "EGM") of the Company to be held at the conference room, 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 29 April 2025 at 3:00 p.m. or any adjournment or postponement thereof is set out on pages 51 to 53 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time of the meeting (i.e. before 3:00 p.m. on Sunday, 27 April 2025) or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment or postponement thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

For identification purposes only

14 April 2025

CONTENTS

Page

RESPONSIBILITY STATEMENT ... ii
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 8
APPENDIX I — SUMMARY OF THE PRINCIPAL TERMS OF
2025 SHARE AWARD SCHEME ... 17
APPENDIX II — SUMMARY OF THE PROPOSED AMENDMENTS ... 46
NOTICE OF EGM ... 51

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 and its subsidiaries. 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.

ii -

DEFINITIONS

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

“2021 Share Award Scheme” the share award scheme of the Company adopted by the Board on 6 August 2021

“2025 Share Award Scheme” or “Scheme” the share award scheme of the Company proposed to be considered and, if thought fit, adopted at the EGM, the principal terms of which are set out in Appendix I to this circular

“Actual Selling Price” an amount equal to the actual price at which the Award Shares are sold (net of all applicable costs from time to time such as brokerage, Stock Exchange trading fee, SFC transaction levy, AFRC transaction levy and other applicable costs (if any)) in the circumstances contemplated in (b) under the section headed “Vesting of Awards” in Appendix I to this circular

“Adoption Date” the date on which the 2025 Share Award Scheme is adopted by ordinary resolutions to be passed by the Shareholders at the EGM

“AFRC” the Accounting and Financial Reporting Council of Hong Kong

“Amended and Restated Memorandum and Articles of Association” the second amended and restated memorandum and articles of association, incorporating the Proposed Amendments, proposed to be adopted by the Company at the EGM

“associate(s)” shall have the meaning ascribed to it under the Listing Rules

“Award(s)” an award granted to an Eligible Participant under the Scheme which will upon vesting entitle such Eligible Participant to receive Award Shares or the Actual Selling Price of the Award Shares in cash, as the Board may in its absolute discretion determine in accordance with the terms of this Scheme

“Award Holder(s)” holder(s) of an Award

DEFINITIONS

"Award Shares"

the Shares to be received by a Selected Participant upon the vesting of the relevant Award (or any part thereof), which can be funded by (i) the issuance of new Shares (including transfer of Treasury Shares) by the Company to the Trustee; (ii) existing Shares to be purchased by the Trustee by way of on-market transactions; or (iii) such other Shares in the Trust Fund, including Returned Shares, Shares derived from Shares held by the Trustee (including fractional shares resulting from any consolidation, re-classification or re-organisation of Shares, scrip dividend, bonus share or otherwise) in the Trust Fund, as the Board may in its absolute discretion determine

"Board"

the board of Directors

"Business Day(s)"

any day (other than a Saturday, Sunday or public holiday) on which the Stock Exchange is open for the business of dealing in securities

"chief executive"

shall have the meaning ascribed to it in the Listing Rules

"Companies Act"

Companies Act (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, its Memorandum and Articles of Association

"Company"

Productive Technologies Company Limited, a company incorporated in Bermuda and continued in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 650)

"connected person"

shall have the meaning ascribed to it in the Listing Rules

DEFINITIONS

“Continuous Service”

the provision of services to the Group or Related Entity (as the case may be) in any capacity of director, employee or Service Providers is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as a director, employee or Service Providers, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Group or Related Entity (as the case may be) notwithstanding any required notice period that must be fulfilled before a termination as a director, employee or Service Providers can be effective under applicable laws. An Eligible Participant’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Eligible Participant provides services ceasing to be a member of the Group or a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by any member of the Group or any Related Entity, including sick leave, military leave, or any other personal leave, (ii) transfers among any member of the Group or Related Entity, or any successor, in any capacity of a director, employee or Service Providers, or (iii) any change in status as long as the individual remains in the service of the Group or Related Entity in any capacity of a director, employee or Service Providers (except as otherwise provided in the Offer Letter)

“Director(s)”

the director(s) of the Company

“EGM” or “Meeting”

the extraordinary general meeting of the Company to be held at the conference room, 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 29 April 2025 at 3:00 p.m. or any adjournment or postponement thereof

“Eligible Participant”

an Employee Participant, Related Entity Participant or Service Provider Participant

“Employee Participant(s)”

a director or any employee (whether full time or part time) of any member of the Group (including persons who are granted Awards under this Scheme as an inducement to enter into employment contracts with these companies)

DEFINITIONS

“Excluded Participant”
any Eligible Participant who is resident in a place where the Award, vesting and/or transfer of the Shares pursuant to the terms of the Scheme is not permitted under the laws and regulations of such place or where, in the opinion of the Scheme Administrator, the Board or the Trustee (as the case may be), compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such Eligible Participant and to render such Eligible Participant an Excluded Participant for the purpose of the Scheme

“Grant Date”
the date on which the grant of an Award is made to a Selected Participant, being the same date of the Offer Date

“Grounds for Termination with Cause”
shall have the meaning as set out in the section headed “Lapse of Awards” set out in Appendix I to this circular

“Group”
the Company and its subsidiaries

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date”
9 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

“Memorandum and Articles of Association”
the existing memorandum and articles of association of the Company currently in force

“Offer”
an offer of the grant of an Award to be made to an Eligible Participant by the Board in accordance with the terms of the 2025 Share Award Scheme

“Offer Date”
the date on which an Offer is made to an Eligible Participant, which date must be a Business Day

“Offer Letter”
the letter to be issued by the Company to an Eligible Participant in such form as may be determined from time to time by the Board for the Offer in accordance with the terms of the 2025 Share Award Scheme, specifying the Offer Date, the number of Award Shares, the vesting criteria and conditions, the Vesting Date and such other details as it may consider necessary

DEFINITIONS

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

"Proposed Amendments"
the proposed amendments to the Memorandum and Articles of Association as set out in Appendix II to this circular

"Purchase Price"
with respect to the 2025 Share Award Scheme, the price (if any) payable by an Award Holder to acquire the Award Shares under his Award, as may be determined in accordance with relevant provisions in the section headed "Purchase Price" set out in Appendix I to this circular

"Related Entity"
with respect to the 2025 Share Award Scheme, any company that is an associate of the Company

"Related Entity Participant"
with respect to the 2025 Share Award Scheme, any person who is an employee (whether full time or part time or other employment relationship), director or officer of any company that is an associate of the Company

"Related Income"
with respect to the 2025 Share Award Scheme, all or such portion of cash income derived from the Award Shares (including cash dividends declared and paid on the Award Shares) as may be determined by the Board from time to time (excluding any interest earned on such cash income) and held under the Trust for the benefit of the Award Holder (excluding any nil-paid right, bonus warrant, cash component of a scrip dividend scheme, other non-cash and non-scrip distribution or proceeds of sale of the same unless otherwise directed by the Board in its absolute discretion under the section headed "Alternations in Share Capital or Corporate Transactions" set out in Appendix I to this circular)

"Remuneration Committee"
the remuneration committee of the Company

"Returned Shares"
such Award Shares that are not accepted, vested and/or are forfeited and/or lapsed in accordance with the terms of the 2025 Share Award Scheme, or such Award Shares being deemed to be Returned Shares thereunder, in each case such Award Shares to be held by the Trustee to be applied towards future Awards in accordance with the provisions of the 2025 Share Award Scheme

DEFINITIONS

"Scheme Administrator"
the Board and/or any committee of the Board or other person(s) to whom the Board has delegated its authority pursuant to the terms of the 2025 Share Award Scheme

"Scheme Mandate Limit"
shall have the meaning set out in the section headed "Scheme Mandate Limit and Service Provider Sublimit" in the Appendix I to this circular, as increased, refreshed or renewed from time to time in accordance with the terms of the 2025 Share Award Scheme

"Scheme Period"
the period of 10 years commencing on the Adoption Date and ending on the 10th anniversary of the Adoption Date

"Selected Participant"
an Award Holder, as the case may be, being an Eligible Participant approved for participation in the Scheme and who has been granted any Award in accordance with the terms of this Scheme

"Service Providers Participant"
any person (other than an Employee Participant or a Related Entity Participant, solely with respect to rendering services in such person's capacity as an employee or director) providing services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group as determined by the Board ("Service Provider(s)") including supplier, contractor, distributor, promoter, agent, consultant, adviser and/or business partner in relation to the Group's businesses. For the avoidance of doubt, (i) placing agents or financial advisors providing advisory services for fundraising, mergers or acquisitions, or (ii) professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity shall not be Service Provider Participants for the purposes of this Scheme

"Service Providers Sublimit"
shall have the meaning set out in the section headed "Scheme Mandate Limit and Service Provider Sublimit" in the Appendix I to this circular, as increased, refreshed or renewed from time to time in accordance with the terms of the 2025 Share Award Scheme

"SFC"
the Securities and Futures Commission of Hong Kong

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended, supplemented or modified from time to time)

DEFINITIONS

"Share(s)"
the ordinary share(s) of HK$0.01 each in the issued share capital of the Company

"Shareholder(s)"
the shareholder(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Codes on Takeovers and Mergers issued by the SFC (as amended, supplemented or modified from time to time)

"Taxes"
shall have the meaning as set out in the section headed "Vesting of Awards" in Appendix I to this circular

"Treasury Shares"
shall have the meaning ascribed to it under the Listing Rules

"Trust(s)"
the trust(s) constituted by the Trust Deed

"Trust Deed(s)"
the trust deed(s) between the Company and the Trustee for the purposes of administering the Awards granted or to be granted under the 2025 Share Award Scheme

"Trust Fund"
in respect of a Trust, means (i) initial trust fund including such initial cash provided by the Company for setting up the Trust; (ii) all money, investments or other property paid or transferred to or so as to be under the control of and, in either case, accepted by the Trustee as additions, including Shares acquired by or allotted to the Trustee, and such other Shares and/or funds transferred, or caused to be transferred, by the Company from other trusts set up by the Company for the purpose of share incentive schemes; (iii) all accumulations (if any) of income added to the Trust Fund, including any Related Income, all cash or non-cash income or distributions due to or derived from the Shares held as part of the Trust Fund; and (iv) the money, investments and property from time to time representing the above

"Trustee(s)"
the trustee(s) as may be appointed by the Company from time to time for the purposes of the Trust

"Vesting Conditions"
with respect to the 2025 Share Award Scheme, has the meaning ascribed to it under the section headed "Performance targets" in Appendix I to this circular

"Vesting Date"
the date on which a Selected Participant's entitlement to the Award Shares (or any part thereof) is vested in accordance with the 2025 Share Award Scheme

"%
per cent

LETTER FROM THE BOARD

PPDT

Innovativity To Productivity

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

普通特科技有限公司*

(Incorporated in Bermuda and continued in the Cayman Islands with limited liability)

(Stock Code: 650)

Executive Directors:
Liu Erzhuang (Chairman)
Tan Jue
Liu Zhihai

Non-executive Director:
Cao Xiaohui

Independent Non-executive Directors:
Ge Aiji
Chau Shing Yim David
Wang Guoping

Principal Place of Business in Hong Kong:
Unit 5507
55/F, The Center
99 Queen's Road Central
Hong Kong

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

14 April 2025

Dear Shareholder(s),

(1) PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME
(2) PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM in relation to, among other things, (i) the proposed adoption of the 2025 Share Award Scheme; and (ii) the adoption of the Amended and Restated Memorandum and Articles of Association.

For identification purposes only

LETTER FROM THE BOARD

2. ADOPTION OF THE 2025 SHARE AWARD SCHEME

Existing Share Award Scheme

The 2021 Share Award Scheme was adopted by the Company on 6 August 2021. The 2021 Share Award Scheme is valid and effective for a period of ten years from its adoption date. As the amended Chapter 17 of the Listing Rules has taken effect on 1 January 2023, no further grant of share awards involving new shares of the Company to eligible participants under the 2021 Share Award Scheme after the second annual general meeting of the Company following the effective date of the new Chapter 17 of the Listing Rules, therefore, the Company proposes to terminate the 2021 Share Award Scheme and adopt the 2025 Share Award Scheme. The provisions of the 2025 Share Award Scheme will comply with the requirements of the new Chapter 17 of the Listing Rules which has taken effect from 1 January 2023.

For the avoidance of doubt, any granted and unvested award shares under the 2021 Share Award Scheme shall continue to be valid and vested in accordance with the terms of the grant and the respective rules of 2021 Share Award Scheme. As at the Latest Practicable Date, an aggregate of 59,483,223 Shares remained unvested under the 2021 Share Award Scheme.

Save for the 2021 Share Award Scheme, the Company had no other subsisting share schemes involving grant by the Company whether options over new Shares or award in the form of new Shares or existing Shares as at the Latest Practicable Date.

Adoption of the 2025 Share Award Scheme

The purpose of the 2025 Share Award Scheme is to recognise the contributions or the future contributions by certain employees and persons to the Group and to provide them with incentives in order to retain them for the continuous operation and development of the Group and to attract suitable personnel for further development of the Group.

The 2025 Share Award Scheme is funded by (i) the issuance of new Shares by the Company under the Scheme Mandate Limit; (ii) the purchase of existing Shares by the Trustee by way of on-market transaction on the Stock Exchange; or (iii) the migration of any "Returned Shares" (as defined in the rules of the 2021 Share Award Scheme), which are existing Shares previously allotted and issued pursuant to the 2021 Share Award Scheme and subsequently held under "Trust" (as defined in the rules of the 2021 Share Award Scheme), from the 2021 Share Award Scheme to the 2025 Share Award Scheme, as the Board may in its absolute discretion determine. For the purpose of the 2025 Share Award Scheme, references to new Shares include Treasury Shares, and references to the issue of new Shares include the transfer of Treasury Shares.

At the EGM, ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the adoption of the 2025 Share Award Scheme. The summary of the principal terms of the 2025 Share Award Scheme is set out in Appendix I to this

LETTER FROM THE BOARD

circular. The 2025 Share Award Scheme was prepared in English. In the event of any discrepancy between the English version and the Chinese translation of the 2025 Share Award Scheme, the English version shall prevail.

Conditions

The adoption of the 2025 Share Award Scheme is conditional upon (i) the passing of resolutions by the Shareholders to approve the adoption of the 2025 Share Award Scheme; and (ii) the Stock Exchange granting approval of the listing of, and permission to deal in, the new Shares which may be issued by the Company in respect of the relevant Awards to be granted under the 2025 Share Award Scheme.

As at the Latest Practicable Date, none of the above conditions have been satisfied. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued upon the vesting of the Awards under the 2025 Share Award Scheme.

Eligible Participants and Eligibility

The Eligible Participants comprise the Employee Participants, the Related Entity Participants and the Service Providers or with the approval of the Board or the Scheme Administrator, any special-purpose vehicle (such as a trust or a private company) that is set up for the only purpose of holding the Awards on behalf of any Eligible Participant or a group thereof. Under the 2025 Share Award Scheme, the Board may at its absolute discretion determine, subject to the Listing Rules, the eligibility of the Eligible Participants, the number of Shares to be comprised in the Awards, performance targets, the exercise period and vesting period of Awards.

The basis of determining eligibility of the Eligible Participants to the grant of any Awards shall be determined by the Board or the Scheme Administrator in their absolute discretion from time to time on the basis of the amount of contribution the Eligible Participant has made or is likely to make towards the success of the Group and such other factors as the Board or Scheme Administrator may in its discretion consider appropriate as set out below:

(a) For Employee Participants and Related Entity Participants, the Board or Scheme Administrator will generally consider their general working performance, time commitment (full-time or part-time), length of their service within the Group and the Related Entity (as the case may be), working experience, responsibilities and/or employment conditions with reference to the prevailing market practice and industry standard;

(b) Service Providers comprise any person (other than an Employee Participant or a Related Entity Participant, solely with respect to rendering services in such person's capacity as an employee or director) providing services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group as determined by the Board including supplier, contractor, distributor, promoter, agent,

LETTER FROM THE BOARD

consultant, adviser and/or business partner in relation to the Group’s businesses. For the avoidance of doubt, (i) placing agents or financial advisors providing advisory services for fundraising, mergers or acquisitions, or (ii) professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity shall not be Service Provider Participants for the purposes of this Scheme. Set out below is the identification of each category of Service Providers and the criteria for determining a person’s eligibility under each category:

(i) Suppliers: Service Providers under this category include suppliers of goods and services, who are vendors of production materials, suppliers for manufacturing and production, marketing services, logistics and delivery services, distribution services, information technology and technical supporting services, who/which support the Group’s principal activities of comprising (i) productivity-driven equipment applied in semiconductor and solar cell businesses including, suppliers of raw materials, parts and components for manufacturing of semiconductor and solar cell equipment; and/or (ii) oil and gas production project including, drilling equipment and services providers, production equipment and maintenance suppliers, transportation equipment suppliers, and logistics and shipping service providers;

(ii) Independent contractor, distributor, promoter, agent, consultant and adviser and/or business partner: Service Providers under this category include independent contractors, distributor, promoter, agents, consultants and advisers and/or business partner who/which provide services relating to the Group’s principal activities; distribution services; promoting and marketing services in respect of the Group’s businesses; technical and information technology services, which facilitate maintaining or enhancing the competitiveness of the Group by way of introducing new customers or business opportunities to the Group and/or applying their specialised skills and/or knowledge to the benefit and development of the Group’s businesses.

In determining the basis of eligibility of the Service Providers (i.e. technical experts or suppliers who specialize in semiconductor and solar equipment manufacturing, oil extraction, production and sales, and are engaged as consultants providing advisory services to the Group’s business or business development of any member of the Group in these industries), their eligibility will be considered on a case by case basis and the factors in assessing whether such Service Provider is eligible to participate in this Scheme include: (a) the individual performance of the relevant Service Providers; (b) the length of their business relationship with the Group; (c) whether the frequency of the services provided by a Service Provider is akin to that of its employees; (d) the materiality and nature of their business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (e) the background,

11 -

LETTER FROM THE BOARD

credentials and experiences of the relevant Service Providers; (f) the positive impact brought to the Group's business development by the Service Provider; (g) quality of advice and reviews to the Group in respect of potential acquisition targets (if applicable); (h) level of participation in due diligences in respect of potential acquisition targets (if applicable); and (i) quality of advice to the Group's existing semiconductor and solar equipment manufacturing, or oil exploration, extraction, production and sales operations (where applicable).

In assessing whether the services provided by the Service Provider to the Group is on a continuing and recurring basis and in its ordinary and usual course of business, the Board will take into consideration (a) the length and type of services provided and the recurrences and regularity of such services including but not limited to the term of the contract of the Service Provider, whether the services are provided on a daily, weekly or monthly basis and the number of hours of services provided within the term; (b) the nature of the products and/or services provided to the Group by the Service Provider; and (c) whether such services form part of or are directly ancillary to the businesses conducted by the Group of which is in a revenue generating nature.

The Directors (including independent non-executive Directors) are of the view that the inclusion of each of the Service Providers aligns with the purpose of the 2025 Share Award Scheme and is in the interests of the Company and its Shareholders as a whole. The Service Providers, who are technical experts specializing in semiconductor and solar equipment manufacturing, as well as oil exploration, extraction, production and sales, play a crucial role in the Company's business development and operational efficiency. Their expertise and advisory services contribute significantly to the Company's strategic initiatives, including evaluating assets and improving production processes. By recognizing and incentivizing these Service Providers through 2025 Share Award Scheme will enhance their commitment and motivation, thereby fostering a stronger alignment of interests between the Service Providers and the Company. This alignment is expected to drive sustainable growth, enhance shareholder value, and support the Company's long-term strategic objectives.

The Company considers that the inclusion of non-employees, including Related Entity Participants and Service Providers, recognizes the past and future contribution of such non-employees, whose effort and co-operation with the Company have been instrumental in the development and continued success of the Group's businesses. In particular, Service Providers possess specialized skills or industry-specific knowledge and may provide to the Group the necessary technical support and strategic advice which may benefit the Group its future business growth. On the other hand, the Group has also maintained close working relationship with Related Entity Participants, such as senior management of the Company's fellow subsidiaries and associated companies, providing and enabling the Group to expand its business connections and allowing the Group to capture new business opportunities. Hence, the Company is also of the view that the wider scope of Eligible Participants is fair and reasonable and aligns with the purpose of

12 -

LETTER FROM THE BOARD

the 2025 Share Award Scheme and provides flexibility to the Company as a means of incentivizing or rewarding persons outside of the Group to contribute to its long-term success.

Based on the above, the Board (including the independent non-executive Directors) considers that (i) the basis of determination of the eligibility of Eligible Participants aligns with the purposes of the 2025 Share Award Scheme because it will enable the Group to preserve its cash resources and use share incentives to encourage persons both inside and outside of the Group to contribute to the Group and align the mutual interests of each party, as the Company of the one part and the Employee Participants, Related Entity Participants and Service Providers of the other part, by holding on to equity incentives, will mutually benefit from the long-term growth of the Group; (ii) the inclusion of the proposed categories of Service Providers as non-employee participants are in line with the Group's business needs and the industry norm of providing equity based payment to stakeholders in order to align interests and incentivise performance and contribution, as it is desirable and necessary to sustain and foster these business relationships on a long-term basis; and (iii) the criteria for selection of Eligible Participants as set out above and the discretion afforded to the Board to impose different terms and conditions (including performance targets (if any) and vesting conditions) on Awards granted to such selected Eligible Participants, is appropriate and in the interest of the Company and the Shareholders as a whole, and would enable the purpose of the 2025 Share Award Scheme to be achieved.

Vesting Period

The vesting period of Awards involving new Shares granted to the Eligible Participants shall not be less than 12 months except, in case of the Employee Participants, for such circumstances as set out in paragraphs (a) to (f) under section headed "Vesting Period" of Appendix I to this circular which the Board and, where the arrangements relate to grants of Awards to Directors and/or senior managers of the Company, the Remuneration Committee considers appropriate and such grants align with the purposes of the 2025 Share Award Scheme to shorten the vesting period. The Board and, where the arrangements relate to grants of Awards to Directors and/or senior managers of the Company, the Remuneration Committee considers that by having the flexibility of having a shorter vesting period for the Employee Participants in accordance with the circumstances set out in paragraphs (a) to (f) under section headed "Vesting Period" of Appendix I to this circular, the Group will be in a better position to attract and retain Employee Participants to continue serving the Group whilst at the same time providing them with further incentive in achieving the goals of the Group, and thereby, to achieve the purpose of the 2025 Share Award Scheme. Hence, the Board and the Remuneration Committee are of the view that the shorter vesting period for the Employee Participants under the circumstances specified in paragraphs (a) to (f) under section headed "Vesting Period" of Appendix I to this circular is in line with the market practice and is appropriate and aligns with the purpose of the 2025 Share Award Scheme.

LETTER FROM THE BOARD

Scheme Mandate Limit and Service Provider Sublimit

The 2025 Share Award Scheme is funded by the issuance of new Shares by the Company, the purchase of existing Shares by way of on-market transaction or the migrated returned shares (which are existing Shares previously allotted and issued pursuant to the 2021 Share Award Scheme and subsequently held in trust), as the Board may in its absolute discretion determine. As at the Latest Practicable Date, there were 7,401,287,659 Shares in issue. Assuming there is no change in the number of issued Shares during the period from the Latest Practicable Date to the Adoption Date, the maximum number of new Shares issuable under the 2025 Share Award Scheme and any other schemes of the Company (if any) in aggregate will be 740,128,765 Shares, being 10% of the total number of Shares in issue on the Adoption Date (excluding any Treasury Shares), i.e., the Scheme Mandate Limit. In addition, within the Scheme Mandate Limit, the total number of Shares which may be issued in respect of all Awards to be granted to Service Provider Participants under the 2025 Share Award Scheme shall not exceed 74,012,876 Shares, being 1% of the total number of Shares in issue as at the Adoption Date (excluding any Treasury Shares), i.e., the Service Provider Sublimit.

The total number of new Shares which may be issued in respect of all options and awards to be granted under all share schemes of the Company which are funded by issue of new Shares of the Company (including the 2025 Share Award Scheme) must not exceed 10% of the Shares in issue (excluding any Treasury Shares) as at the date of approval by the Shareholders of a share scheme or a refreshment of scheme mandate under a share scheme, whichever is the latest.

Others

There is a clawback mechanism under the 2025 Share Award Scheme to recover or withhold any Awards granted to any Participants in the event of, among others, serious misconduct or other circumstances, details of which are set out in the Appendix I to this circular. By allowing the Company to grant Awards under the 2025 Share Award Scheme at a price (where applicable) which will be determined on a fair basis according to market value of the Shares and to impose such clawback mechanism and/or require the Eligible Participant to achieve such performance targets as may be stipulated in the Offer Letter on a case by case basis, the Company may be in a better position to retain such Eligible Participants to continue serving the Company whilst at the same time providing these Eligible Participants further incentive in achieving the goals of the Group, and therefore the above provisions align with the purpose of the 2025 Share Award Scheme.

The Trustee has not been appointed for the 2025 Share Award Scheme as at the Latest Practicable Date, and is expected to be appointed prior to the making of any Offer for the Awards.

LETTER FROM THE BOARD

The Company has sought legal advice on the applicability of the prospectus requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (the "Ordinance"). As advised by the Hong Kong legal advisers of the Company, the Directors understand that whilst the 2025 Share Award Scheme is not restricted to executives and employees of the Group, the adoption of the 2025 Share Award Scheme would not constitute an offer to public and prospectus requirements under the Ordinance is not applicable. The Company will comply with the relevant requirements under the Ordinance when granting Awards to the Eligible Participants.

A copy of the 2025 Share Award Scheme will be published on the Stock Exchange and the website of the Company for a period of not less than 14 days before the date of the EGM and will be made available for inspection at the EGM.

3. ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to adopt the Proposed Amendments and the Amended and Restated Memorandum and Articles of Association to, amongst other things, (a) bring the Memorandum and Articles of Association in line with the regulatory requirements in relation to the expanded paperless listing regime and the electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules which took effect on 31 December 2023; (b) allow the Company to hold Treasury Shares; and (c) make other consequential and housekeeping changes.

At the EGM, amongst others, a special resolution will be proposed to approve the adoption of the Amended and Restated Memorandum and Articles of Association. The Proposed Amendments are set forth in Appendix II to this circular.

The legal advisers of the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the applicable requirements of the Listing Rules, and the legal advisers of the Company as to Cayman Islands laws have confirmed that the Proposed Amendments do not violate the applicable laws of Cayman Islands. The Company also confirms that there is nothing unusual about the Proposed Amendments.

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LETTER FROM THE BOARD

4. THE EGM

The notice of the EGM is set out from pages 51 to 53 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before 3:00 p.m. on Sunday, 27 April 2025) or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned or postponed meeting should you so wish and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to Article 66 of the Memorandum and Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll. Accordingly, the resolutions put forward to the EGM will be voted by way of poll.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, (i) no Shareholder will be required to abstain from voting on the special resolution in relation to the proposed adoption of the Amended and Restated Memorandum and Articles of Association; and (ii) no Shareholder is required to abstain from voting on the ordinary resolutions in relation to proposed adoption of the 2025 Share Award Scheme.

5. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed resolutions regarding (i) the proposed adoption of the 2025 Share Award Scheme; and (ii) the proposed adoption of the Amended and Restated Memorandum and Articles of Association are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.

Yours faithfully,

By order of the Board

LIU Erzhuang

Chairman and Chief Executive Officer

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

The following is a summary of the principal terms of the 2025 Share Award Scheme to be considered and approved by Shareholders at the EGM. It does not form part of, nor is it intended to be part of, the 2025 Share Award Scheme. The Directors reserve the right at any time prior to the EGM to make amendments to the 2025 Share Award 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.

Purpose:
The purpose of the 2025 Share Award Scheme is to recognise the contributions or the future contributions by certain employees and persons to the Group and to provide them with incentives in order to retain them for the continuous operation and development of the Group and to attract suitable personnel for further development of the Group.

Conditions:
The Scheme shall become effective upon fulfilment of the following conditions:

(a) the passing of a resolution by the Shareholders to approve the adoption of the 2025 Share Award Scheme; and

(b) the Stock Exchange granting approval of the listing of, and permission to deal in, the new Shares which may be issued by the Company in respect of the relevant Awards to be granted under the 2025 Share Award Scheme.

Scheme administration:
The 2025 Share Award Scheme shall be administered by the Scheme Administrator, being either the Board and/or any committee of the Board or other person to whom the Board has delegated its authority to administer the 2025 Share Award Scheme.

Eligible participants:
Eligible Participants are determined by the Scheme Administrator from time to time, or with the approval of the Board or the Scheme Administrator, any special-purpose vehicle (such as a trust or a private company) that is set up for the only purpose of holding the Awards on behalf of any Eligible Participant or a group thereof, to be eligible to participate as grantees under the 2025 Share Award Scheme, and shall fall under one or more of the below categories:

(a) Employee Participant, being a director or any employee (whether full time or part time) of any member of the Group (including persons who are granted Awards under the 2025 Share Award Scheme as an inducement to enter into employment contracts with these companies).

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(b) Related Entity Participant, any person who is an employee (whether full time or part time or other employment relationship), director or officer of any company that is an associate of the Company (as defined in the Listing Rules).

(c) Service Provider Participant, any person (other than an Employee Participant or a Related Entity Participant, solely with respect to rendering services in such person's capacity as an employee or director) providing services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group as determined by the Board ("Service Provider(s)") including supplier, contractor, distributor, promoter, agent, consultant, adviser and/or business partner in relation to the Group's businesses. For the avoidance of doubt, (i) placing agents or financial advisors providing advisory services for fundraising, mergers or acquisitions, or (ii) professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity shall not be Service Provider Participants for the purposes of this Scheme.

Service Provider Participants shall include the following categories of Service Providers:

Suppliers: Service Providers under this category include suppliers of goods and services, who are vendors of production materials, suppliers for manufacturing and production, marketing services, logistics and delivery services, distribution services, information technology and technical supporting services, who/which support the Group's principal activities comprising (i) productivity-driven equipment applied in semiconductor and solar cell businesses including, suppliers of raw materials, parts and components for manufacturing of semiconductor and solar cell equipment; and/or (ii) oil and gas production project including, drilling equipment and services providers, production equipment and maintenance suppliers, transportation equipment suppliers, and logistics and shipping service providers;

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Independent contractor, distributor, promoter, agent, consultant and adviser and/or business partner: Service Providers under this category include independent contractors, distributor, promoter, agents, consultants and advisers and/or business partner who/which provide services relating to the Group's principal activities; distribution services; promoting and marketing services in respect of the Group's businesses; technical and information technology services, which facilitate maintaining or enhancing the competitiveness of the Group by way of introducing new customers or business opportunities to the Group and/or applying their specialised skills and/or knowledge to the benefit and development of the Group's businesses.

Scheme Mandate Limit and Service Provider Sublimit:

(a) The total number of new Shares which may be issued in respect of all Awards to be granted under the 2025 Share Award Scheme (the "Scheme Mandate Limit") shall not exceed 10% of the Shares in issue (excluding any Treasury Shares) on the Adoption Date, being 740,128,765 Shares, provided that Awards lapsed in accordance with the terms of the 2025 Share Award Scheme will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit; and

(b) Within the Scheme Mandate Limit, the total number of Shares which may be issued in respect of all Awards to be granted to Service Provider Participants under the 2025 Share Award Scheme shall not exceed 1% of the total number of Shares in issue as at the Adoption Date (excluding any Treasury Shares) (the "Service Provider Sublimit"), provided that Awards lapsed in accordance with the terms of the 2025 Share Award Scheme will not be regarded as utilised for the purpose of calculating the Service Provider Sublimit. The Service Provider Sublimit is subject to separate approval by the Shareholders at general meeting; and

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(c) The maximum number of Award Shares underlying the Awards to be granted under the 2025 Share Award Scheme, which shall be satisfied by existing Shares upon vesting of such Awards, shall not exceed 5% of the total number of Shares in issue as at the Adoption Date (excluding any Treasury Shares), being 370,064,382 Shares, subject to adjustment and/or refreshment by the Board in accordance with the terms of the 2025 Share Award Scheme from time to time, provided that Awards satisfied by existing Shares, which are lapsed in accordance with the terms of the 2025 Share Award Scheme, will not be regarded as utilised for the purpose of calculating the aforesaid limit.

Note:

The Service Provider Sublimit is determined based on the maximum possible number of Awards that the Company intends to grant to Service Provider Participants and the Company's future business and development plan. The Directors (including the independent non-executive Directors) consider the Service Provider Sublimit to be appropriate and reasonable given the nature of the industries in which the Group operates and the Group's current and future business needs, and takes into account:

(i) the rationale behind the scope and eligibility criteria of Service Provider Participants, as detailed above;

(ii) that this sublimit provides the Group with flexibility to provide incentives (instead of expending cash resources in the form of monetary consideration) to reward and collaborate with persons who are not employees or directors of the Group, but who may have exceptional expertise in their field or who may be able to provide valuable expertise and services to the Group, which is in line with the purpose of the 2025 Share Award Scheme;

(iii) the fact that this sublimit represents a maximum limit and that the Company retains the flexibility to Awards from this sublimit to satisfy Awards to other Eligible Participants depending on business growth and needs in the future as and when appropriate. For example, where the Company considers that the business needs of the Group at a future point in time suggests that the full Service Provider Sublimit is no longer needed for Service Provider Participants and that it would be more appropriate and beneficial to serve the purpose of the 2025 Share Award Scheme to allocate a portion of the Awards under this sublimit to other Eligible Participants; and

(iv) the service provider sub-limits (as a percentage of the scheme mandate limit) proposed or adopted by other companies listed on the Stock Exchange.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

If the Company conducts a share consolidation or subdivision after the Scheme Mandate Limit or the Service Provider Sublimit has been approved at general meeting of the Company, the maximum number of new Shares that may be issued in respect of all options and awards (as the case may be) to be granted under all of the schemes of the Company under the Scheme Mandate Limit or the Service Provider Sublimit as a percentage of the total number of issued Shares (excluding any Treasury Shares) as at the date immediately before and after such consolidation or subdivision shall be the same, rounded to the nearest whole Share.

The total number of new Shares which may be issued in respect of all options and awards (as the case may be) to be granted under all share schemes of the Company which are funded by issue of new Shares of the Company (including this Share Award Scheme, and each a “Share Scheme”) must not exceed 10% of the Shares in issue (excluding any Treasury Shares) as at the date of approval by the Shareholders of a Share Scheme or a refreshment of scheme mandate under a Share Scheme, whichever is the latest.

Refreshing the Scheme Mandate Limit and Service Provider Sublimit:

The Company may seek the approval of the Shareholders in general meeting for “refreshing” the Scheme Mandate Limit or the Service Provider Sublimit under the 2025 Share Award Scheme after three years from the Adoption Date or the last refreshment. Any refreshment within any three-year period must be approved by the Shareholders subject to the following provisions:

(a) any controlling shareholders of the Company and their respective associates (or, if there is no such 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 must comply with the relevant requirements of the Listing Rules,

The requirements under sub-paragraphs (a) and (b) above do not apply if the refreshment is made immediately after an issue of securities by the Company to the Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the scheme mandate (as a percentage of the total number of Shares in issue (excluding any Treasury Shares)) upon refreshment is the same as the unused part of the scheme mandate immediately before the issue of securities, rounded to the nearest whole Share.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

The Awards already granted under the 2025 Share Award Scheme and any other share schemes of the Company (including those outstanding, cancelled or lapsed in accordance with its terms or exercised) shall not be counted for the purpose calculating the Scheme Mandate Limit or the Service Provider Sublimit as refreshed.

The total number of Shares which may be issued in respect of all options and awards (as the case may be) to be granted under the 2025 Share Award Scheme and all other schemes of the Company under the scheme mandate limit as refreshed shall not exceed 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of the aforesaid approval to refresh the Scheme Mandate Limit by the Shareholders at general meeting.

Subject to compliance with the relevant requirements as set out in the Listing Rules, the Company may seek separate approval by the Shareholders at general meeting for granting Awards beyond the Scheme Mandate Limit provided that, the Awards in excess of the Scheme Mandate Limit are granted only to Eligible Participants specifically identified by the Company before such approval is sought.

Limit on Granting Awards to Individual Participants:

Where any grant of Awards to an Eligible Participant would result in the new Shares issued and to be issued in respect of all options and awards (as the case may be) granted to such person (excluding any Awards lapsed in accordance with the terms of the 2025 Share Award Scheme) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the Shares in issue (excluding any Treasury Shares) (the “1% individual limit”), such grant must be separately approved by the Shareholders at general meeting with such Eligible Participant and his close associates (or, if the Eligible Participant is a connected person, associates) abstaining from voting. The Company must send a circular to the Shareholders in connection therewith. The said circular must disclose the identity of such Eligible Participant, the number and terms of the Awards to be granted (and those previously granted to such Eligible Participant in the 12-month period), the purpose of granting Awards to the Eligible Participant and an explanation as to how the terms of the Awards serve such purpose. The number and terms of the Awards to be granted to such Eligible Participant must be fixed before Shareholders’ approval.

Granting Awards to a Director, Chief Executive or Substantial Shareholder:

Any grant of Awards by way of issuance of new Shares to a Director or chief executive or substantial shareholder of the Company, or any of their respective associates under the 2025 Share Award Scheme must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Awards).

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Where any grant of Awards to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates would result in the new Shares issued and to be issued in respect of all Awards and other awards granted (excluding any Awards and other awards lapsed in accordance with the terms of the 2025 Share Award Scheme or the other scheme) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the Shares in issue (excluding any Treasury Shares), such further grant of Awards must be approved by the Shareholders in general meeting in the manner mentioned below.

Where any grant of Awards to an independent non-executive Director or a substantial shareholder of the Company, or any of their respective associates, would result in the new Shares issued and to be issued in respect of all Awards, options and other awards granted (excluding any Awards, options and other awards lapsed in accordance with the terms of the 2025 Share Award Scheme or the other scheme, as the case may be) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding any Treasury Shares), such further grant of Awards must be approved by the Shareholders at the general meeting of the Company in the manner mentioned below.

In connection with the aforesaid approvals by the Shareholders, the Company must send a circular to the Shareholders. The Selected Participant, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. The Company must comply with the applicable requirements of the Listing Rules.

Any change in the terms of Awards by way of issuance of new Shares granted to an Eligible Participant who is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by Shareholders in the manner mentioned in the aforesaid manner if the initial grant of Awards requires such approval (except where the changes take effect automatically under the existing terms of the 2025 Share Award Scheme).

The requirements for the grant to a Director or chief executive of the Company mentioned above do not apply where the Eligible Participant is only a proposed Director or chief executive of the Company.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Grant of Awards:

An Offer of grant of an Award (as the case may be) shall be made to any Eligible Participant as the Board may from time to time determine in respect of such number of Award Shares at such Purchase Price (if any, in respect of an Award). The Offer shall be made upon the terms and conditions as the Board may think fit in its absolute discretion by an Offer Letter in such form as the Board may from time to time determine based on the amount of the contribution which the Eligible Participant has made or is likely to make toward the success of the Group and such other factors as the Board may in its absolute discretion consider appropriate. No amount is payable for the acceptance of an Offer by a Selected Participant. By signing the Offer Letter and accepting the terms thereof, the Selected Participant shall undertake to hold the Award on such terms to be granted and to be bound by the provisions of this Scheme. The Offer shall remain open for acceptance by the Selected Participant concerned for a period of 28 days from the Grant Date provided that, no Offer shall be open for acceptance after the expiry of the Scheme Period, and that an Offer cannot be accepted by a Selected Participant who ceases to be qualified as an Eligible Participant.

An Award shall be deemed to have been accepted and the Award to which the Offer relates shall be deemed to have been granted and to have taken effect (with retrospective effect from the Grant Date) when the letter comprising acceptance of the Offer is duly signed by the Selected Participant together with a remittance in favour of the Company of the consideration for the grant thereof received by the Company.

An Offer may be accepted in respect of less than the number of Shares in respect of which it is offered provided that, it is accepted in respect of such number of Shares as represents a board lot for the time being for the purposes of trading on the Stock Exchange or an integral multiple thereof. To the extent that the Offer is not accepted within the said 28-day period, except as otherwise determined by the Scheme Administrator, it will be deemed to have been irrevocably declined and lapsed automatically.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Restrictions on the Offer to Grant Awards:

Under the following circumstances, (i) no Offer shall be made to any Selected Participant; (ii) no new Shares shall be allotted and issued by the Company to the Trustee; (iii) no instruction to purchase or sell Shares shall be given by the Scheme Administrator to the Trustee; and (iv) no “Returned Shares” (under the 2021 Share Award Scheme) shall be migrated from the 2021 Share Award Scheme to the 2025 Share Award Scheme:

(a) if any member of the Group is required under applicable laws, rules or regulations to issue a prospectus or other offer documents in respect of such grant or the 2025 Share Award Scheme;

(b) where such grant or dealing in the Shares in respect of such grant would result in a breach by any member of the Group or any of its directors of any applicable laws, rules, regulations or codes in any jurisdiction from time to time;

(c) in circumstances where the requisite approval from any applicable governmental or regulatory authority has not been obtained, provided that to the extent permissible in accordance with applicable laws, rules and regulations an Award may be made conditional upon such approval being obtained;

(d) in circumstances which would result in a breach of the Scheme Mandate Limit, provided that to the extent permissible in accordance with applicable laws, rules and regulations an Award may be made conditional upon the Scheme Mandate Limit being refreshed or approval of Shareholders being otherwise obtained;

(e) where such Award is to a connected person and, under the Listing Rules, requires the specific approval of Shareholders, until such approval of Shareholders is obtained provided that to the extent permissible in accordance with applicable laws, rules and regulations an Award may be made conditional upon such specific shareholder approval being obtained;

(f) where inside information (as defined in the Listing Rules) has come to the knowledge of the Company until (and including) the Business Day after the Company has announced such information;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(g) during the period commencing one month immediately before the earlier of:

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

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

and ending on the date of the relevant results announcement; and

(h) in any other circumstances where dealings by the relevant Eligible Participant (including Directors of the Company) are prohibited under the Listing Rules, the SFO or any other applicable laws or regulations or where the requisite approval from any applicable regulatory authorities has not been granted.

Issue of Shares and Acquisition of Shares to Satisfy the Awards:

The Board shall determine on the Offer Date whether the Awards shall be satisfied by the allotment and issue of new Shares or the acquisition of existing Shares by way of on-market transaction. For the purposes of satisfying the Awards granted, the Company may, as soon as reasonably practicable from the Offer Date, (i) in the case of the Scheme Administrator having determined that the Awards shall be satisfied by the allotment and issue of new Share, allot and issue new Shares to the Trustee under the scheme mandate of the 2025 Share Award Scheme; (ii) in the case of the Scheme Administrator having determined that the Awards shall be satisfied by the acquisition of existing Shares by way of on-market transactions or migrated from the 2021 Share Award Scheme, transfer to the Trustee the necessary funds and instruct the Trustee to acquire existing Shares by way of on-market transaction at the prevailing market price; and/or (iii) instruct the Trustee whether or not to apply any Returned Shares to satisfy any Awards granted. For the avoidance of doubt, the Company may provide terms and conditions relating to the acquisition of Shares in the instructions to the Trustee. The costs of such allotment or purchase of Shares shall be borne by the Company.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Vesting period:

Under the Board has absolute discretion to set a minimum period for which an Award has to be held before it is vested (the “Vesting Period”). The Vesting Date in respect of any Award by way of issuance of new Shares shall be not less than 12 months from the Grant Date, provided that for Employee Participants, the Vesting Date may be less than 12 months from the Grant Date (including on the Grant Date) in the following circumstances:

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

(b) Award Shares that are granted to an Employee Participant whose employment is terminated due to retirement, ill-health, disability or death (to the extent any unvested Awards shall continue to vest as decided by the Board), or an event of change in control of the Company as a result of a merger, scheme of arrangement or general offer, or in the event of a dissolution or liquidation of the Company, or occurrence of any out of control event, in which circumstances the vesting of shares awards may accelerate;

(d) the timing of grants of Awards 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 or accelerated 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.

The Scheme Administrator’s discretion to determine the Vesting Period, coupled with the power of the Directors to impose any performance target as it deems fit before the Award is vested or other restrictions in respect of the Award Shares (such as the lock-up period in respect of the Award Shares as the Scheme Administrator may determine, during which period the Selected Participant shall not dispose of such Award Shares), enable the Group to incentivize the Selected Participants to contribute to the success of the Group.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Note:

The vesting period for an Award shall not be less than 12 months, save where the Board or the Remuneration Committee determines a shorter vesting period under the circumstances more particularly described above. Such circumstances may (i) provide flexibility to grant Awards as part of competitive terms to induce valuable talents to join the Group (paragraph (a) above); (ii) reward past contribution which may otherwise be neglected due to administrative or technical reasons (paragraphs (b) and (d) above), and to ensure that the employees' rewards, earned through prior contributions, are not forfeited due to factors beyond their control; (iii) reward exceptional performers with accelerated vesting (paragraphs (e) and (f) above); and (iv) to motivate exceptional performers based on performance metrics rather than time (paragraph (c) above). As there are certain instances where a strict 12-month vesting requirement would not work or would not be fair to the Selected Participants, to ensure the practicability in fully attaining the purpose of the 2025 Share Award Scheme, there is a need for the Company to retain flexibility to reward exceptional performers with accelerated vesting or in exceptional circumstances as prescribed in Appendix I to this circular where justified and the Company should be allowed discretion to formulate its own talent recruitment and retention strategies in response to the changing market conditions and industry competition, and thus should have flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances. The Board and the Remuneration Committee are of the view that such arrangements are appropriate because they are in line with the requirements under the Listing Rules and market practice, and give the Company flexibility to provide a competitive remuneration package to reward exceptional performers with accelerated vesting or in exceptional circumstances as prescribed in Appendix I to this circular where justified, which is in line with the purpose of the 2025 Share Award Scheme.

Vesting conditions:

The Awards granted under this Scheme are subject to such vesting conditions (the "Vesting Conditions"), if any, which must be satisfied before an Award shall become vested so that such Award Shares can be vested unto and transfer to the Award Holder (subject to payment of the relevant Purchase Price (if any) and vesting expenses (if any)).

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

The Scheme Administrator may in its absolute discretion determine the Vesting Conditions (if any) applicable to any Eligible Participant and specify such Vesting Conditions in the Offer given to such Eligible Participants, which may be a time-based Vesting Condition and/or a performance-based Vesting Condition (the “Performance Conditions”) requiring the Selected Participant to meet certain performance target, which may relate to the revenue, the profitability and/or the business goals of the Group or any of its business unit, to be assessed based on such method as the Scheme Administrator may determine in its absolute discretion. The performance target of the Performance Condition should take such a form as the Scheme Administrator or the Remuneration Committee (as the case may be) may consider appropriate having regard to the key performance indicators, at corporate, subsidiary, division, operating unit, business line, project, geographic or individual level or otherwise, commonly adopted by businesses operating in the industries and markets in which the Group operates.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Where performance targets, criteria or conditions are to be specified in the relevant Offer Letter, the Scheme Administrator may determine such performance targets, criteria or conditions based on, among others criteria, the following considerations:

Selected Participant	Considerations
(i) Director and member of senior management of the Company	Business or financial milestones or performance results, transaction milestones, the Selected Participant’s historical, current or anticipated contribution to the Group (including with respect to their experience, expertise, insight, management and oversight, or direction, etc.), as considered appropriate by the Scheme Administrator.
(ii) Employee Participant (except a director or member of senior management of the Company)	If the performance appraisal within a specified period (such as in the previous year) reached a level to be further specified in the Offer Letter, as determined by the Scheme Administrator (or body designated by the Scheme Administrator).
(iii) Related Entity Participant	Contributes, or is likely to contribute, to the long-term development of the Group, with reference to achieving specified targets, among other criteria, financial or business performance, minimum service period, or business collaboration milestones, as determined by the Scheme Administrator (or body designated by the Scheme Administrator).
(iv) Service Provider Participant

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Where performance targets are to be imposed upon Selected Participants in the relevant Offer Letter, the Board and/or Scheme Administrator will have regard to the purpose of the 2025 Share Award Scheme in assessing such performance targets with reference to factors including but not limited to, key performance indicators in respect of the Group as a whole, its principal businesses and operations, geographic markets and/or performance of Selected Participant(s), which may include cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; return on equity; return on investment; sales; revenue; Share price; total Shareholder return; customer satisfaction metrics; reviews; and such other goals as the Board and/or Scheme Administrator may determine from time to time.

After the grant of an Award, the Scheme Administrator may in its absolute discretion amend any Performance Condition if any event occurs which causes it to consider that the amended Performance Condition would, in the absolute discretion of the Scheme Administrator, be a more accurate or reasonable measure of the performance of the Selected Participant, provided that, any such amendment to the Performance Conditions 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, except where the relevant amendment takes effect automatically under existing grant terms.

If the Vesting Conditions are not satisfied in full, except as otherwise determined by the Scheme Administrator, the Award shall lapse automatically in respect of such proportion of underlying Shares which have not vested with effect from the date on which the Vesting Conditions are not satisfied, provided that the Selected Participant's Continuous Service are not terminated.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Except as otherwise determined by the Scheme Administrator at Offer Date to be set out in the Offer Letter, in the event of (i) termination of the Selected Participant's Continuous Service for any reason, (ii) a Selected Participant is found to be an Excluded Participant subsequent to a grant of an Award but prior to the relevant Vesting Date, or (iii) a Selected Participant fails to return duly executed transfer documents prescribed by the Trustee for the relevant Award Shares within the stipulated period (whether in the ordinary vesting pursuant to the vesting schedule set out in the Offer Letter or on such other dates as provided in these Scheme Rules) (each of these, an event of "Partial Lapse"), with respect to an Award granted to such Selected Participant, to the extent not vested on the date of such termination of Continuous Service, shall automatically lapse upon the termination of such Selected Participant's Continuous Service, and the relevant Award Shares shall become Returned Shares, subject to any condition and other limitations in respect of such Award so granted may be determined by the Scheme Administrator, provided that, in the event of an Award granted with a Purchase Price, the Scheme Administrator may in its absolute discretion determine whether such Award shall be lapsed upon the termination of Continuous Service.

Note:

The Directors consider that it is not practicable to expressly set out a detailed set of performance targets in the 2025 Share Award Scheme, since each Selected Participant has a different position/role with respect to the Group and will contribute differently to the Group in both nature, duration and significance. The Scheme Administrator will have regard to the purpose of the 2025 Share Award Scheme in making such determinations, with performance targets generally being in line with common key performance indicators in the industry of the Group, such as quantitative performance targets to be achieved, the Selected Participant's background/experience, qualitative contributions made or potentially to be made to the Group, and broader audit result trends, subject to amendments or adjustments as the Scheme Administrator deem appropriate.

Purchase Price: Purchase Price

The Board may in its absolute discretion determine whether the Award Holder is required to pay any Purchase Price for the acquisition of the Award Shares and, if so required, the amount of the Purchase Price, which shall be determined by the Board from time to time based on considerations such as the prevailing closing price of the Shares, the purpose of the Award and the characteristics and profile of the Selected Participants, taking into account the practices of comparable companies and the effectiveness of the 2025 Share Award Scheme in attracting talents and motivating the Award Holder to contribute to the long term development of the Group.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Note:

The above flexibility allows the Company to control the costs incurred by the Company from the grant of Awards under the 2025 Share Award Scheme by reserving the discretion to determine the Purchase 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 2025 Share Award Scheme.

Rights attached to the Awards:

The Selected Participant only has a contingent interest in the Award Shares underlying an Award unless and until such Award Shares are actually vested unto and transferred to the Selected Participant under the Award. No Selected Participant shall enjoy any of the rights of a Shareholder (including the right to vote at general meeting of the Company or to receive any dividends or distributions in respect of any Award Shares) unless and until the Award Shares are actually issued or transferred (as the case may be) to the Selected Participant as aforesaid save as otherwise provided for hereunder. An Award Holder does not have any rights to any of the Related Income until the Award Shares and Related Income are vested unto and transferred to them.

The Shares to be issued or transferred upon the vesting of an Award shall be subject to all the provisions of the Memorandum and Articles of Association for the time being in force, and shall rank pari passu in all respects with, and shall have the same voting, dividend, transfer and other rights as, the fully paid Shares in issue on the date on which those Award Shares are transferred and, without prejudice to the generality of the foregoing, shall entitle the holders to participate in all dividends or other distributions paid or made on or after the date on which those Award Shares are transferred, other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date on which those Award Shares are transferred.

Transferability of Awards:

An Award shall be personal to the Selected Participant, and shall not be transferrable or assignable unless a waiver is granted by the Stock Exchange. No Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interests in favour of any third party over or in relation to any Award, unless a waiver is granted by the Stock Exchange for such transfer. Where the Selected Participant is a company, any change of its controlling shareholder or any substantial change in its management (which is to be determined by the Scheme Administrator in its absolute discretion) will be deemed to be a sale or transfer of interest aforesaid.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

The Company may apply (but is not bounded to make any application) to the Stock Exchange for the waiver of the Award to a vehicle (such as a trust or a private company) for the benefit of the Selected Participant and any family members of such Selected Participant (e.g. for estate planning or tax planning purposes) that would continue to meet the purpose of the 2025 Share Award Scheme and comply with other requirements of Chapter 17 of the Listing Rules.

Vesting of Awards:

For the purposes of vesting of the Award, the Scheme Administrator may either:

(a) direct and procure the Trustee to release from the Trust the Award Shares to the Award Holder by transferring the number of Award Shares so vested to the Award Holder in such manner as may be determined by it from time to time; or

(b) if, based on advice from a legal or tax adviser engaged by the Company, the Scheme Administrator considers in its absolute opinion that (i) it is not practicable for such Award Holder to receive the Award in Shares as set out in the Vesting Notice solely due to legal or regulatory restrictions with respect to such Award Holder's ability to receive the Award in Shares or the Trustee's ability to give effect to any such transfer to such Award Holder, or (ii) the tax position of the Company or such Award Holder would be adversely affected if such Award Holder receives the Award in Shares, the Scheme Administrator will direct and procure the Trustee to sell by way of on-market transaction at the prevailing market price, the number of Award Shares so vested in respect of such Award Holder and pay such Award Holder the net proceeds in cash arising from such sale based on the Actual Selling Price of such Award Shares.

Except in the circumstances as set out below, barring any unforeseen circumstances, within a reasonable time period as agreed between the Trustee and the Scheme Administrator from time to time prior to any Vesting Date, the Scheme Administrator shall send to the Trustee a vesting notice (the "Vesting Notice") and instruct the Trustee the extent to which the Award Shares held in the Trust (including, without limitation, whether the Award Shares should comprise of new Shares and/or existing Shares acquired by way of on-market transaction or migrated from 2021 Share Award Scheme) shall be transferred and released from the Trust to the Award Holder in the manner as may be determined by the Scheme Administrator, or be sold as soon as practicable from the Vesting Date.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Except in the circumstances as set out below, subject to the receipt of the Vesting Notice and the instructions from the Scheme Administrator, the Trustee shall transfer and release the relevant Award Shares to the relevant Award Holder in the manner as may be determined by the Scheme Administrator or sell the relevant Award Shares within any time stipulated above and pay the Actual Selling Price of such Award Shares to the Award Holder within a reasonable time period (in both cases with the Related Income derived from such Award Shares) in satisfaction of the Award.

Other than the stamp duty to be borne by the Company in accordance with the section headed "Vesting of Awards" in this Appendix I, all other taxes (including personal income taxes, professional taxes, salary taxes and similar taxes, as applicable), duties, social security contributions, impositions, charges and other levies arising out of or in connection with the Award Holder's participation in the 2025 Share Award Scheme or in relation to the Award Shares, Related Income or cash amount of equivalent value of the Award Shares (the "Taxes") shall be borne by the Award Holder, and neither the Company nor the Trustee shall be liable for any Taxes. The Award Holder shall indemnify all members of the Group and the Trustee against any liability each of them may have to pay or account for such Taxes, including any withholding liability in connection with any Taxes. To give effect to this, any member of the Group and/or the Trustee may, notwithstanding any contrary provisions of the 2025 Share Award Scheme (but subject to applicable law):

(a) reduce or withhold the number of the Award Holder's Award Shares underlying the Award or the amount of the Related Income (the number of Award Shares underlying the Award that may be reduced or withheld shall be limited to the number of Award Shares that have a fair market value on the date of reduction or withholding that, in the reasonable opinion of the Company, is sufficient to cover any such liability);

(b) sell, on the Award Holder's behalf, such number of Shares to which the Award Holder becomes entitled under the 2025 Share Award Scheme and retain the proceeds and/or pay them to the relevant authorities or government agency;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(c) deduct or withhold, without notice to the Award Holder, the amount of any such liability from any payment to the Award Holder made under the 2025 Share Award Scheme or from any payments due from a member of the Group to the Award Holder, including from any amount payable to the Award Holder by any member of the Group; and/or

(d) require the Award Holder to remit to any member of the Group an amount sufficient to satisfy any Taxes or other amounts required by any governmental authority to be withheld and paid over to such authority by any member of the Group on account of the Award Holder or to otherwise make alternative arrangements satisfactory to the Company for the payment of such amounts.

The Trustee shall not be obliged to transfer any Award Shares (or pay the Actual Selling Price of such Award Shares) or Related Income to an Award Holder unless and until the Award Holder satisfies the Trustee and the Company that such Award Holder's obligations under the above have been met.

Notwithstanding the above, if the Company, the Trustee or any relevant Award Holder would or might be prohibited from dealing in Shares by the Listing Rules, or any other applicable laws or regulations at the time when the Shares would otherwise have been allotted, issued, transferred or sold (as the case may be) under those provisions, the allotment, issue, transfer or sale shall occur as soon as possible after the date when such dealing is permitted by the Listing Rules, or the applicable laws or regulations.

Notwithstanding any contrary provisions herein contained, the rights of the Award Holder to have the relevant Award Shares and the Related Income to be transferred to it upon vesting is subject to the payment to the Trustee the Purchase Price (if any) and the vesting expenses (as applicable), provided that, Continuous Services of the relevant Award Holders shall not be terminated throughout the period commencing from the Vesting Date and up to such payment is made. Further, in the event that the Trustee does not receive the relevant Purchase Price and the relevant vesting expenses within certain period as determined by the Scheme Administrator after the vesting of the Award (or any part thereof), or the Continuous Service of an Award Holder is terminated prior to the payment of the Purchase Price, except as otherwise determined by the Scheme Administrator, the Award (or any part thereof) which would have otherwise been vested but for this paragraph shall automatically lapse and the relevant Award Shares shall be deemed to be Returned Shares.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Rights on retirement, disability, ill-health or death:

Subject to applicable laws and regulations and without prejudice to other provision of these Scheme Rules, an Award may be vested during the Vesting Period in accordance with the terms of its grant and this Scheme, provided that if a Selected Participant is an Employee Participant and in the event of such Selected Participant ceases to be an Eligible Participant by reason of expiry of his retirement, disability or ill-health other than his death or on any of the Grounds for Termination with Cause, all unvested Awards granted to the Selected Participant will automatically lapse with effect from the date on which the Selected Participant's employment or service is terminated, provided that, the Board may, at its absolute discretion, decide that any portion of the unvested Awards in respect of such Selected Participant shall continue to vest in accordance with the original vesting schedule of such unvested Awards, provided that, any change to the vesting schedule of such unvested Awards shall be subject to the same approval process as the grant of such Awards.

If a Selected Participant is an Employee Participant and in the event of such Selected Participant ceases to be an Eligible Participant by reason of his death and none of the Grounds for Termination with Cause has occurred, the Trustee shall hold the all the Award Shares and Related Income (to the extent already vested) (hereinafter referred to as "Benefits") upon trust and to transfer the same to the legal personal representative of the Selected Participant and subject as aforesaid the Trustee shall hold the Benefits or so much thereof as shall not be transferred to applied under the foregoing powers (i) within twelve (12) months of the death of the Selected Participant (or such longer period as the Scheme Administrator and the Trustee shall agree from time to time); or (ii) before the expiration of the 2025 Share Award Scheme (whichever is earlier) upon trust to transfer the same to the legal personal representative of the Selected Participant or if the Benefits would otherwise become bona vacantia, the Benefits shall be forfeited and cease to be transferrable and all the Award Shares underlying such Benefits shall be held as Returned Shares for the purposes of this Scheme. Notwithstanding the foregoing, the Benefits held upon trust under this section shall, until transfer is made in accordance herewith, be retained and otherwise dealt with by the Trustee in every way as if they had remained part of the Trust Fund.

Without prejudice to other provisions of these Scheme Rules, in case of the death of a Selected Participant as set out above, the Benefits shall be forfeited if no transfer of the Benefits to the legal personal representative of the Selected Participant is made within the period prescribed therein, and the legal personal representative of the Selected Participant shall have no claims against the Company, Director, Scheme Administrator or the Trustee.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Alternations in Share Capital or Corporate Transactions:

Alternations in Share Capital

In the event of any alteration in the capital structure of the Company by way of capitalisation issue, rights issue, 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 Board shall make such corresponding adjustments, if any, as the Board in its discretion may deem appropriate to reflect such change with respect to:

(a) the number of Shares comprising the Scheme Mandate Limit or Service Provider Sublimit, provided that, in the event of any Share subdivision or consolidation, the Scheme Mandate Limit Service Provider Sublimit as a percentage of the total issued Shares of the Company 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 subject to the Awards, to the extent any Award so far as unvested; and/or

or any combination thereof, as the auditors or a financial advisor engaged by the Company for such purpose have certified satisfy the relevant requirements of the Listing Rules and are, in their opinion, fair and reasonable either generally or as regards any particular Selected Participant, provided always that: (i) any such adjustments should give each Selected Participant the same proportion of the equity capital of the Company, rounded to the nearest whole Share, as that to which that Selected Participant was previously entitled prior to such adjustments; and (ii) no such adjustments shall be made which would result in a Share being issued at less than its nominal value. The capacity of the auditors or financial advisor (as the case may be) herein is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Selected Participants.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Corporate Transactions

Without prejudice to the abovementioned alternations in share capital, unless otherwise instructed by the Board:

(a) without prejudice to other provisions of these Scheme Rules, 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, unless otherwise directed by the Scheme Administrator based on the instruction of the Board, all the Awards and the Related Income shall immediately vest on the date when such change of control event becomes or is declared unconditional and such date shall be deemed the Vesting Date. Subject to the receipt by the Trustee of duly executed prescribed transfer documents on or before such time as the Trustee may in its sole and absolute discretion determine, the Trustee shall transfer the Award Shares and the Related Income to the Selected Participant;

(b) in the event of the Company undertaking a rights issue, the Trustee shall sell the nil-paid rights allotted to it (provided that there is an open market for such rights), and hold the net proceeds of sale as (i) the Related Income or Trust Fund as may be directed by the Scheme Administrator in its absolute discretion (for the cash income derived from Award Shares) or (ii) Trust Fund (for the cash income derived from Returned Shares), subject to the decision of the Scheme Administration based on the instruction of the Board, and shall be applied in accordance with the Scheme Rules. In the event of the Company undertakes an open offer of new securities in respect of any Shares which are held by the Trustee under the Scheme, the Trustee shall not subscribe for any new Shares;

(c) in the event of the Company issuing 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 sell the bonus warrants created and granted to it within a reasonable period of time, and hold the net proceeds of sale of such bonus warrants as (i) the Related Income or Trust Fund as may be directed by the Scheme Administrator in its absolute discretion (for the cash income derived from Award Shares) or (ii) Trust Fund (for the cash income derived from Returned Shares), subject to the decision of the Scheme Administrator based on the instruction of the Board, and shall be applied in accordance with the Scheme Rules;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(d) in the event of the Company undertaking a scrip dividend scheme, the Trustee shall elect to receive the cash component, and hold such cash dividend received as (i) the Related Income or Trust Fund as may be directed by the Scheme Administrator in its absolute discretion (for the cash income derived from Award Shares) or (ii) Trust Fund (for the cash income derived from Returned Shares), subject to the decision of the Scheme Administrator based on the instruction of the Board, and shall be applied in accordance with the Scheme Rules;

(e) in the event of other non-cash and non-scrip distributions made by the Company in respect of the Shares held under the Trust, the Trustee shall sell such distribution and the net sale proceeds thereof shall be held as (i) the Related Income or Trust Fund as may be directed by the Scheme Administrator in its absolute discretion (for the cash income derived from Award Shares) or (ii) Trust Fund (for the cash income derived from Returned Shares), subject to the decision of the Scheme Administrator based on the instruction of the Board, and shall be applied in accordance with the Scheme Rules; and

(f) notwithstanding the foregoing sub-rules, the Board or the Scheme Administrator may at their respective sole and absolute discretion give written directions to the Trustee to deal with such distribution, dividends or other benefits and rights in respect of or in connection with the Award Shares.

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

Lapse of Awards:

Without prejudice and subject to other relevant provisions of the Scheme Rules or otherwise determined by the Scheme Administrator, an Award shall lapse automatically (to the extent not already vested) on the earliest of:

(a) subject to other relevant provisions of the Scheme Rules, a Selected Participant ceases to be an Eligible Participant due to the termination of Continuous Service;

(b) in respect of the Awards granted with Purchase Price, the expiry of the period for payment to be made by a Selected Participant;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(d) the date on which the Selected Participant, being an employee or a director of a member of the Group, ceases to be an Eligible Participant by reason of a termination of his employment or removal from his office of directorship on any one or more of the grounds (as may be determined by the Scheme Administrator in its absolute discretion) that he has been guilty of persistent or serious misconduct, or has become bankrupt or has made any arrangement or composition with his creditors generally or undertakes analogous proceedings, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the Selected Participant or the Company and its subsidiaries into disrepute) or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his or her employment immediately without notice or payment in lieu of notice at common law or pursuant to any applicable laws or under the Selected Participant's service contract with the Company or a Related Entity (the "Grounds for Termination with Cause");

(e) in respect of the Awards granted without Purchase Price, in the event of (i) a Selected Participant is, prior to the relevant Vesting Date, ceased to be an Eligible Participant due to cessation of Continuous Service without Grounds for Termination with Cause; and (ii) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of an amalgamation, reconstruction or scheme of arrangement) (each of these, an event of "Total Lapse");

(f) in the case of the Selected Participant being a Service Provider, the date on which the Board in its absolute opinion determines that the Selected Participant (i) has committed a material breach of any contract entered into between the Selected Participant and any member of the Group; (ii) has committed an act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made an arrangement or composition with his creditors generally; (iii) the Selected Participant can no longer make any contribution to the growth and development of the Group; or (iv) the Selected Participant has directly or indirectly involved or engaged in any business which competes or likely to compete with the business of any member of the Group, or has solicited or enticed away any suppliers, customers or employees from any member of the Group;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(g) in respect of an Award which are subject to performance or other Vesting Condition(s), the date on which the condition(s) to vesting are not capable of being satisfied;

(h) the date on which the Selected Participant commits a breach of any restriction on transfer or others as mentioned in the section headed "Transferability of the Awards" above; and

(i) the date on which the Selected Participant is found to be resident in a place where the grant of the Award to him, the vesting and transfer of the Award Shares and/or the Related Income to him pursuant to the terms of this Scheme is not permitted under the laws and regulations of such place or where in the absolute opinion of the Scheme Administrator or the Trustee (as the case may be) compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such Selected Participant.

The Scheme Administrator shall have the power to decide whether an Award shall lapse and its decision shall be binding and conclusive on all parties. The Company shall not owe any liability to any Selected Participant for the lapse of any Award.

The relevant Award Shares and Related Income in respect of the Award (or any part thereof) lapsed under this section shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the 2025 Share Award Scheme.

Cancellation of Awards:

The Board may, with the consent of the relevant Selected Participant, in its absolute discretion cancel any Award granted. Where the Company cancels an Award and makes a new grant of an Award to the same Selected Participant, such new grant may only be made under the 2025 Share Award Scheme with available scheme mandate approved by the Shareholders as aforementioned. The Awards cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit and the Service Provider Sublimit.

Clawback:

Under the 2025 Share Award Scheme, in the event that:

(a) at any time after a Selected Participant is found to have engaged in serious misconduct including but not limited to, fraud and deception, guilty of persistent or serious misconduct, convicted of any criminal offence, are discovered;

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

(b) the performance forming the basis on which the grant of an Award, or its becoming exercisable or vested (as the case may be) has been proved not genuine; or

(c) in the reasonable opinion of the Scheme Administrator, a Selected Participant has committed a serious breach of an internal policy or code of any member of the Group, including the breach of a non-compete obligation or commitment to anti-corruption imposed on the Selected Participant by the Group, and such breach is considered material;

then the Board may make a determination at its absolute discretion that: (A) any Award granted but not yet vested or settled shall immediately lapse, regardless of whether such Awards have vested or not, and (B) with respect to any Award Share delivered, or Actual Selling Price paid, to the Selected Participant pursuant to any Award granted under this Scheme, the Selected Participant shall be required to transfer back to the Company or its nominee (1) the equivalent number of Shares, (2) an amount in cash equal to the market value of such Shares or the Actual Selling Price, or (3) a combination of (1) and (2).

Note:

The Directors are of the view that the above clawback mechanism enables the Company to clawback Awards received by those Selected Participants that have, for example, committed a serious misconduct such as fraud or deception. In the abovementioned circumstances, the Company would not consider it in the Company or Shareholders' best interests to incentivise them with proprietary interests of the Company under the 2025 Share Award Scheme, nor would the Company consider such Selected Participants benefiting under the 2025 Share Award Scheme to align with the purpose of the 2025 Share Award Scheme. As such, the Company considers this clawback mechanism appropriate and reasonable.

Scheme Life and Termination:

The 2025 Share Award Scheme shall be valid and effective for the period (the "Term") (i) commencing on the Adoption Date, subject to the fulfilment of the conditions set out above, and (ii) ending on the earlier of the 10th anniversary of the Adoption Date or the date of early termination of the 2025 Share Award Scheme as mentioned below.

The Scheme shall terminate on the earlier of:

(a) the expiry of the Scheme Period; and
(b) such date of early termination as determined by the Board.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

After the expiry of the Scheme Period, no further Awards may be granted but the provisions of this Scheme shall remain in full force and effect in all other respects in respect of Awards granted prior thereto but not yet exercised or vested at the time of expiry, which shall continue to be exercisable, and able to be vested, after the expiry of the Term in accordance with their terms of grants.

On the Business Day following the settlement, lapse, forfeiture or cancellation (as the case may be) of the last outstanding Award made under this Scheme, subject to the instruction of the Scheme Administrator or the Board or otherwise directed thereby, the Trustee shall sell all the Shares remaining in the Trust within a reasonable time period as agreed between the Trustee and the Company upon receiving notice of the settlement, lapse, forfeiture or cancellation (as the case may be) of such last outstanding Award (or such longer period as the Company may otherwise determine), and remit all cash and net proceeds of such sale and the funds of the Trust (after making appropriate deductions in respect of all disposal costs, expenses and other existing and future liabilities in accordance with the Trust Deed) to the Company or at its direction.

Amendments to the Scheme Rules:

The Board may amend any of the provisions of this Scheme or any Award granted under this Scheme at any time and in any respect, provided that the terms of this Scheme or any Award so altered must comply with the relevant requirements of Chapter 17 of the Listing Rules.

The approval of the Shareholders in general meeting is required for (a) any amendment or alteration to the terms of this Scheme which are of a material nature or to those provisions of this Scheme which 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; and (b) any change to the authority of the Board or the Scheme Administrator, including under this section, to alter the terms of this Scheme shall be subject to the approval of the Shareholders in general meeting.

Any amendment or alteration to the terms of any 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, except where the relevant alteration takes effect automatically under existing terms of this Scheme.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF 2025 SHARE AWARD SCHEME

Costs:

The Company shall bear the costs of establishing and administering the 2025 Share Award Scheme, including, for the avoidance of doubt, expenses incurred in the purchase of Shares by the Trustee and stamp duty and normal registration fees (i.e. not being fee chargeable by the share registrar for any express service of registration) in respect of the transfer of Shares to the Award Holder on the relevant Vesting Date. The Company shall not be liable for any tax or expenses of such other nature payable on the part of any Selected Participant or the Trustee in respect of any sale, purchase, vesting, issue or transfer of Shares and the Related Income.

45 -

APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS

Details of the Proposed Amendments are as follows:

Currently in force		Proposed to be amended as
No.	Memorandum and Articles of Association	No.	Memorandum and Articles of Association
2.	...
(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:
...
(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or Notice and the Member's election comply with all applicable Statutes, rules and regulations;	2.	...
(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:
...
(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or Notice and the Member's election comply complies with all applicable Statutes, rules and regulations;
3.	...
(2) Subject to the Act, the Company's Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules and regulations of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act.
...	3.	...
(2) Subject to the Act, the Company's Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules and regulations of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. Subject to the Act, the Company is further authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.
...

APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS

Currently in force		Proposed to be amended as
No.	Memorandum and Articles of Association	No.	Memorandum and Articles of Association
139.	Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.	139.	Unless otherwise directed by the Board, any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.
149.	Subject to Article 150, a printed copy of the Directors' report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.	149.	Subject to Article 150, a printed copy of the Directors' report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS

Currently in force		Proposed to be amended as
No.	Memorandum and Articles of Association	No.	Memorandum and Articles of Association
150.	Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company's annual accounts and the directors' report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company's annual financial statements and the directors' report thereon.	150.	Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company's annual accounts and the directors' report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company's annual financial statements and the directors' report thereon.
151.	The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company's website or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents.	151.	The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company's website or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents.

APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS

Currently in force		Proposed to be amended as
No.	Memorandum and Articles of Association	No.	Memorandum and Articles of Association
158.	(1) Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not to be given or issued under these Articles by the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means:

...

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(4), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (including implied or deemed consent) from such person;

(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (including implied or deemed consent) from such person; or

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

...

... |
| 160. | (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. | 160. | (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of in any manner permitted by these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. |

APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS

Currently in force		Proposed to be amended as
No.	Memorandum and Articles of Association	No.	Memorandum and Articles of Association
	(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.		(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

50 -

NOTICE OF EGM

PPDT

Innovativity To Productivity

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

普通特科技有限公司*

(Incorporated in Bermuda and continued in the Cayman Islands with limited liability)

(Stock Code: 650)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Meeting”) of Productive Technologies Company Limited (the “Company”) will be held at the conference room, 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 29 April 2025 at 3:00 p.m. or any adjournment or postponement thereof to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

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

“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of and permission to deal in the new Shares which may be issued by the Company in respect of the relevant awards to be granted under the 2025 Share Award Scheme (as defined in the circular of the Company dated 14 April 2025), the rules of which are contained in the document produced to the meeting and for the purposes of identification signed by the Chairman thereof, the 2025 Share Award Scheme be and is hereby approved and adopted, and the Directors (or any committee thereof) be and are hereby authorised (i) to grant awards under the 2025 Share Award Scheme, (ii) to administer the 2025 Share Award Scheme in accordance with its terms, (iii) to allot and issue Shares underlying the awards, with maximum number of new Shares which may be issued upon vesting of all awards under the 2025 Share Award Scheme shall not exceed 10% of the total number of Shares in issue on the date of passing of this resolution (the “Scheme Mandate Limit”), (iv) to modify and/or amend the rules of the 2025 Share Award Scheme from time to time provided that such modification and/or amendment is effected in accordance with the rules of the 2025 Share Award Scheme relating to the modification and/or amendment and is in compliance with Chapter 17 of the Listing Rules, and (v) to do all such acts and to enter into all such transactions, arrangements and agreements as the Directors (or any committee thereof) may in their absolution discretion deem necessary or expedient in order to give full effect to the 2025 Share Award Scheme.”

51 -

NOTICE OF EGM

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

“THAT conditional upon the passing of ordinary resolution No. 1 above, the Service Provider Sublimit (as defined in the circular of the Company dated 14 April 2025) of 1% of the total number of Shares in issue on the date of passing of this resolution be and is hereby approved and adopted.”

SPECIAL RESOLUTION

As special business to consider and, if thought fit, pass the following resolution as a special resolution:

“THAT:

(a) the amended and restated memorandum and articles of association of the Company (the “Amended and Restated Memorandum and Articles of Association”) incorporating all the Proposed Amendments (as defined in the circular of the Company dated 14 April 2025) in the form of the document marked “A” and produced to the Meeting and for the purpose of identification signed by a Director be approved and adopted as the Amended and Restated Memorandum and Articles of Association in substitution for and to the exclusion of the existing memorandum and articles and association of the Company with immediate effect; and

(b) any Director or officer of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the adoption of the Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.”

By order of the Board

Productive Technologies Company Limited

LIU Erzhuang

Chairman and Chief Executive Officer

Hong Kong, 14 April 2025

NOTICE OF EGM

Notes:

A shareholder entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or other authority, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting (i.e. before 3:00 p.m. on Sunday, 27 April 2025) or adjourned or postponed meeting.
To ascertain the shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 24 April 2025 to Tuesday, 29 April 2025 (both dates inclusive) during which period no share transfers can be registered. In order to be eligible to attend and vote at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 23 April 2025.
The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail. Unless otherwise specified, capitalised terms used herein shall have the same meanings ascribed to them in the Company's circular dated 14 April 2025.
As at the date of this notice, the executive Directors are Dr. Liu Erzhuang (Chairman), Mr. Tan Jue and Mr. Liu Zhihai; the non-executive Director is Mr. Cao Xiaohui; and the independent non-executive Directors are Ms. Ge Aiji, Mr. Chau Shing Yim David and Mr. Wang Guoping.
For identification purpose only
53 -

AI assistant

Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2025

49969_rns_2025-04-11_0b1f1c97-7f00-4ae9-a047-14caecd0ed9e.pdf

PPDT

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

1. INTRODUCTION

2. ADOPTION OF THE 2025 SHARE AWARD SCHEME

Existing Share Award Scheme

Adoption of the 2025 Share Award Scheme

Conditions

Eligible Participants and Eligibility

Vesting Period

Scheme Mandate Limit and Service Provider Sublimit

Others

3. ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

4. THE EGM

5. RECOMMENDATION

Grant of Awards:

Restrictions on the Offer to Grant Awards:

Vesting period:

Vesting of Awards:

Alternations in Share Capital or Corporate Transactions:

Alternations in Share Capital

Corporate Transactions

Cancellation of Awards:

Clawback:

Amendments to the Scheme Rules:

Costs:

PPDT

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

AI assistant

Sunac Services Holdings Limited — Proxy Solicitation & Information Statement 2025

49969_rns_2025-04-11_0b1f1c97-7f00-4ae9-a047-14caecd0ed9e.pdf

PPDT

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

1. INTRODUCTION

2. ADOPTION OF THE 2025 SHARE AWARD SCHEME

Existing Share Award Scheme

Adoption of the 2025 Share Award Scheme

Conditions

Eligible Participants and Eligibility

Vesting Period

Scheme Mandate Limit and Service Provider Sublimit

Others

3. ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

4. THE EGM

5. RECOMMENDATION

Grant of Awards:

Restrictions on the Offer to Grant Awards:

Vesting period:

Vesting of Awards:

Alternations in Share Capital or Corporate Transactions:

Alternations in Share Capital

Corporate Transactions

Cancellation of Awards:

Clawback:

Amendments to the Scheme Rules:

Costs:

PPDT

PRODUCTIVE TECHNOLOGIES COMPANY LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

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Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2025