Sun.King Technology Group Limited — Share Issue/Capital Change 2024

Dec 23, 2024

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

Sun.King Technology Group Limited

赛晶科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 580)

PROPOSED GRANT OF SHARE OPTIONS

This announcement is made by the board (the "Board") of directors (the "Directors", each a "Director") of Sun.King Technology Group Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 17.06A of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

On 23 December 2024 (the "Date of Offer"), the Company offered to grant share options (the "Share Options") to a number of grantees (the "Grantees", each a "Grantee") to subscribe for up to 69,700,000 shares in the Company (the "Shares", each a "Share") pursuant to the share option scheme of the Company (the "Share Option Scheme"), which was adopted on 21 May 2020 and became effective on 3 June 2020.

Details of the proposed grant of the Share Options are as follows:

Date of Offer: 23 December 2024.

Number of the Share Options proposed to be granted: 69,700,000 Share Options, each entitling the Grantee to subscribe for one Share.

Exercise price of the Share Options: HK$1.300 per Share, which is not less than the highest of (a) the closing price of HK$1.300 per Share as stated in the daily quotations sheet of the Stock Exchange on the Date of Offer; (b) the average closing price of HK$1.292 per Share as stated in the daily quotations sheets of the Stock Exchange for the five trading days immediately preceding the Date of Offer; and (c) the nominal value of HK$0.100 per Share.

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Closing price of the Shares on the Date of Offer: HK$1.300 per Share.

Exercise period of the Share Options:

The Share Options vested according to the paragraph below may be exercised by the Grantees at any time until the expiry of six years from the Date of Offer (the “Exercise Period”).

Vesting period of the Share Options:

(a) the Share Options for 25% of the Shares which may be issued upon the exercise of the Share Options so granted shall vest on the date of the first anniversary of the Date of Offer (if such anniversary date is not a business day, then on the business day immediately prior to such anniversary date) (the “First Vesting Date”). The Grantees may exercise all or part of such vested Share Options at any time from the First Vesting Date until the expiry of the Exercise Period;

(b) the Share Options for 25% of the Shares which may be issued upon the exercise of the Share Options so granted shall vest on the date of the second anniversary of the Date of Offer (if such anniversary date is not a business day, then on the business day immediately prior to such anniversary date) (the “Second Vesting Date”). The Grantees may exercise all or part of such vested Share Options at any time from the Second Vesting Date until the expiry of the Exercise Period;

(c) the Share Options for 25% of the Shares which may be issued upon the exercise of the Share Options so granted shall vest on the date of the third anniversary of the Date of Offer (if such anniversary date is not a business day, then on the business day immediately prior to such anniversary date) (the “Third Vesting Date”). The Grantees may exercise all or part of such vested Share Options at any time from the Third Vesting Date until the expiry of the Exercise Period; and

(d) the Share Options for the remaining 25% of the Shares which may be issued upon the exercise of the Share Options so granted shall vest on the date of the fourth anniversary of the Date of Offer (if such anniversary date is not a business day, then on the business day immediately prior to such anniversary date) (the “Fourth Vesting Date”). The Grantees may exercise all or part of such vested Share Options at any time from the Fourth Vesting Date until the expiry of the Exercise Period.

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Restrictions on the exercise of the Share Options:

If as a result of the exercise of the Share Options (a) the public float as required under the Listing Rules cannot be maintained; or (b) the Grantees and/or the parties acting in concert (as defined in the Codes on Takeovers and Mergers and Share Buy-backs (the “Takeovers Code”)) with them will be obliged to make a general offer for all the Shares and other securities of the Company not already owned by them under Rule 26 of the Takeovers Code, then the Share Options may only be exercised by the Grantees to the extent allowable under the Listing Rules or the Takeovers Code (as the case may be) the result of which will not violate the public float requirement or trigger any obligation to make a general offer.

Performance targets:

There are no performance targets attached to the Share Options.

The remuneration committee of the Board is of the view that performance targets are not necessary for the following reasons: (a) the value of the Share Options is subject to the future price of the Shares, which in turn depends on the performance of the Group; and (b) the vesting period of the Share Options will ensure that the interests of the Grantees and those of the Company are aligned, thus motivating the Grantees to contribute to the development of the Group, which is in line with the purpose of the Share Option Scheme.

Clawback mechanism:

The Share Options are subject to the clawback mechanism embedded in the terms of the Share Option Scheme, which provide for the lapse of the Share Options under certain circumstances. For example, the Share Options shall lapse and not be exercisable on the date on which the Grantee ceases to be an employee of the Group by reason of a termination of his/her employment on grounds of persistent or serious misconduct.

Financial assistance:

There have been no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Grantees to facilitate the subscription of the Shares under the Share Option Scheme.

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Information on the Grantees:

(a) (i) Among the 69,700,000 Share Options, 39,000,000 Share Options were proposed to be granted to three Directors (one of whom is also a substantial shareholder (as defined in the Listing Rules) of the Company) and an associate (as defined in the Listing Rules) of a Director, with details as follows:

Name	Relationship between the Grantees and the Company	Number of Shares which may be issued upon the exercise of the Share Options in full
Mr. Xiang Jie	Chairman of the Board, executive Director and substantial shareholder (as defined in the Listing Rules) of the Company	20,000,000
Mr. Gong Renyuan	Chief executive officer of the Company and executive Director	10,000,000
Mr. Yue Zhoumin	Executive Director	5,000,000
Ms. Ren Jie	Associate (as defined in the Listing Rules) of a Director (the spouse of Mr. Gong Renyuan) and senior management personnel of the Company (vice president of the Group)	4,000,000

(ii) as required under Rule 17.04(1) of the Listing Rules, the proposed grant of the Share Options to each of the above Grantees was approved by the independent non-executive Directors on 23 December 2024;

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(iii) pursuant to Rule 17.03D(1) of the Listing Rules and the terms of the Share Option Scheme, as the proposed grant of the Share Options to Mr. Xiang Jie would result in the Shares issued and to be issued in respect of all the Share Options granted (excluding any Share Options lapsed in accordance with the terms of the Share Option Scheme) to Mr. Xiang Jie in the 12-month period up to and including the Date of Offer representing in aggregate over 1% of the Shares in issue (excluding any treasury Shares) (the "1% Individual Limit"), the proposed grant of the Share Options to Mr. Xiang Jie must be separately approved by the shareholders of the Company in general meeting, which is proposed to be the annual general meeting to be held in 2025 (the "AGM"), with Mr. Xiang Jie and his associates (as defined in the Listing Rules) abstaining from voting in favour at the AGM. A circular containing, inter alia, further details of the proposed grant of the Share Options to Mr. Xiang Jie and the information required by the Listing Rules, together with the notice of the AGM, will be despatched to the shareholders of the Company in due course; and

(iv) pursuant to Rule 17.04(3) of the Listing Rules and the terms of the Share Option Scheme, as the proposed grant of the Share Options to Mr. Xiang Jie, who is also a substantial shareholder (as defined in the Listing Rules) of the Company, would result in the Shares issued and to be issued in respect of all the Share Options granted (excluding any Share Options lapsed in accordance with the terms of the Share Option Scheme) to Mr. Xiang Jie in the 12-month period up to and including the Date of Offer representing in aggregate over 0.1% of the Shares in issue (excluding any treasury Shares), the proposed grant of the Share Options to Mr. Xiang Jie must be approved by the shareholders of the Company in general meeting, which is proposed to be the AGM, in the manner set out in Rule 17.04(4) of the Listing Rules with Mr. Xiang Jie, his associates (as defined in the Listing Rules) and all core connected persons (as defined in the Listing Rules) of the Company abstaining from voting in favour at the AGM. A circular containing, inter alia, further details of the proposed grant of the Share Options to Mr. Xiang Jie and the information required by the Listing Rules, together with the notice of the AGM, will be despatched to the shareholders of the Company in due course;

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(b) the remaining 30,700,000 Share Options were proposed to be granted to other employees of the Group; and

(c) save as disclosed in this announcement, none of the Grantees is (i) a Director, a chief executive (as defined in the Listing Rules) of the Company or a substantial shareholder (as defined in the Listing Rules) of the Company, or an associate (as defined in the Listing Rules) of any of them; (ii) a participant with share options granted and to be granted exceeding the 1% Individual Limit; or (iii) a related entity participant (as defined in the Listing Rules) or a service provider (as defined in the Listing Rules) with share options granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding any treasury Shares).

Following the grant of the Share Options, 93,383,100 Shares will be available for future grant under the scheme mandate of the Share Option Scheme.

By Order of the Board

Sun.King Technology Group Limited

Xiang Jie

Chairman

Hong Kong, 23 December 2024

As at the date of this announcement, the executive Directors are Mr. Xiang Jie, Mr. Gong Renyuan and Mr. Yue Zhoumin; and the independent non-executive Directors are Mr. Chen Shimin, Mr. Zhang Xuejun, Mr. Leung Ming Shu and Ms. White Caige.