THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

XtalPi 晶泰科技 XtalPi Holdings Limited 晶泰控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2228)

PROPOSALS FOR GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-APPOINTMENT OF AUDITOR, RE-ELECTION OF DIRECTORS, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, PROPOSED ADOPTION OF THE 2026 SHARE SCHEME; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at Multi-functional Meeting Room, 3/F, Second Phase of the International Biomedical Industrial Park, No. 2 Hongliu Road, Futian District, Shenzhen, PRC on Wednesday, 20 May 2026 at 3:00 p.m. is set out on pages 58 to 63 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://www.xtalpi.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 18 May 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

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

17 April 2026

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD

Introduction 9
Proposed Granting of General Mandate to Repurchase Shares 9
Proposed Granting of General Mandate to Issue Shares 9
Re-appointment of Auditor 10
Proposed Re-election of Directors 10
Proposed Adoption of New Memorandum and Articles of Association 11
Annual General Meeting and Proxy Arrangement 12
Proposed Adoption of the 2026 Share Scheme 12
Recommendation 19
Responsibility Statement 19

APPENDIX I - EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE 20

APPENDIX II - DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING 24

APPENDIX III - PROPOSED AMENDMENTS TO THE EXISTING ARTICLES 28

APPENDIX IV - SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME 39

NOTICE OF ANNUAL GENERAL MEETING 58

DEFINITIONS

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

"2026 Share Scheme" the share scheme proposed to be adopted by the Company at the Annual General Meeting, under which Share Award(s) and Share Option(s) may be granted

"Actual Sale Proceeds" the proceeds from the sale of the Award Shares net of stamp duty, brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable levies and costs

"Adoption Date" 20 May 2026, being the date of fulfillment of the condition contained in paragraph headed "26. CONDITION" of Appendix IV to this circular

"Annual General Meeting" the annual general meeting of the Company to be held at Multi-functional Meeting Room, 3/F, Second Phase of the International Biomedical Industrial Park, No. 2 Hongliu Road, Futian District, Shenzhen, PRC on Wednesday, 20 May 2026 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 58 to 63 of this circular, or any adjournment thereof

"Articles" or "Articles of Association" the ninth amended and restated articles of association of the Company adopted by special resolution on 28 May 2024 and effective on 13 June 2024, as amended, supplemented or otherwise modified from time to time

"associates" has the meaning as defined under the Listing Rules

"Auditors" the auditors of the Company for the time being

"Award Shares" new or existing Shares underlying an Award, including treasury shares of the Company that are transferred out of treasury by the Company

"Board" the board of Directors of the Company

"CCASS" the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

DEFINITIONS

“close associate(s)”	has the meaning defined under the Listing Rules
“Companies Act”	the Companies Act, Cap. 22 as amended, supplemented or otherwise modified from time to time of the Cayman Islands
“Company”	XtalPi Holdings Limited 品泰控股有限公司 (stock code: 2228), an exempted company incorporated in the Cayman Islands with limited liability on 28 April 2017 and the Shares of which are listed on the Main Board of the Stock Exchange
“connected persons(s)”	has the meaning defined under the Listing Rules
“core connected persons(s)”	has the meaning defined under the Listing Rules
“Director(s)”	the director(s) of the Company
“Disability”	a disability, whether temporary or permanent, partial or total as determined by the Board
“Eligible Participants”	Employee Participants, and for the purposes of the 2026 Share Scheme, the Offer may be made to a vehicle (such as a trust or a private company) or similar arrangement for the benefit of a specified Eligible Participant subject to the fulfilment of requirements of the Listing Rules (including but not limited to a waiver from the Stock Exchange, where applicable)
“Employee Participants”	the directors and employees (whether full-time, part-time or other employment arrangement) of any member of the Group (including persons who are granted Awards under the 2026 Share Scheme as inducement to enter into employment contracts with any member of the Group) and “Employee Participant” means any one of them
“Exercise Period”	in respect of any Award, the period to be determined and notified by the Company to the Grantee thereof at the time of making an Offer provided that such period shall not go beyond the day immediately prior to the tenth (10th) anniversary of the Offer Date with respect of the relevant Award

DEFINITIONS

"Exercise Price" with respect to a particular Share Option, the price per Share at which the relevant Grantee may subscribe for the Shares on the exercise of the particular Share Option

"Exercised Award Shares" such number of Award Shares that have been exercised by a Grantee

"Existing Post-IPO RSU Scheme" the existing restricted share unit scheme conditionally adopted on 28 May 2024 and which came into effect on the Listing Date

"Existing Post-IPO Share Option Scheme" the existing share option scheme of the Company conditionally adopted on 28 May 2024 and which came into effect on the Listing Date

"Existing Pre-IPO Share Option Scheme" the existing share option scheme of the Company adopted on 14 July 2021 and amended on 5 August 2021

"Grantee" any Eligible Participant who accepts the Offer in accordance with the terms of the 2026 Share Scheme, his permitted transferee or (where the context so permits) his Personal Representative

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

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

"Issuance Mandate" a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares of the Company) of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting

"Latest Practicable Date" 16 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

DEFINITIONS

"Listing Date" 13 June 2024, being the date on which the Shares first become listed on the Main Board of the Stock Exchange

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

"Memorandum" or "Memorandum of Association" the ninth amended and restated memorandum of association adopted by special resolution on 28 May 2024 and effective on 13 June 2024, as amended, supplemented or otherwise modified from time to time

"Minimum Period" with respect to an Award, the period commences on the Offer Date and ending on the day immediately prior to the expiry of the twelve (12)-month period thereof

"month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month

"New Articles" the amended and restated memorandum and articles of association of the Company as described under the paragraph headed "PROPOSED ADOPTION OF NEW ARTICLES" in the letter from the Board section of this circular

"Nomination Committee" the nomination committee of the Board

DEFINITIONS

"Offer" an offer to an Eligible Participant for the grant of an Award (as may be amended and/or supplemented by the Board from time to time in its absolute discretion)

"Offer Date" the date on which an Offer is made to an Eligible Participant

"Personal Representative" with respect to an Eligible Participant or a Grantee, the person who has the authority to deal with the relevant Eligible Participant's or Grantee's estate in accordance with the laws of succession applicable in respect of the death of the relevant Eligible Participant or Grantee

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

"Proposed Amendments" has the meaning ascribed to it under the paragraph headed "PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION" in the letter from the Board section of this circular

"Purchase Price" with respect to a particular Share Award, the price per Share at which the relevant Grantee is required to pay (which, for the avoidance of doubt, could be nil) to purchase or receive the Shares comprising the Share Award

"Remuneration Committee" the remuneration committee of the Board

"Returned Shares" unvested Award Shares held by a Trustee in respect of Share Awards which have lapsed or have been cancelled in accordance with the terms of the 2026 Share Scheme

"RMB" Renminbi, the lawful currency of PRC

"Scheme Mandate Limit" has the meaning defined in the sub-paragraph (1) in paragraph 7 headed "7. SCHEME LIMIT AND ADDITIONAL APPROVALS" of Appendix IV to this circular

DEFINITIONS

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

"Share(s)" ordinary share(s) of the Company of US$0.00001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

"Share Award" an Award which vests as a right to purchase or receive Award Shares pursuant to the 2026 Share Scheme

"Share Option" an Award which vests as an option carrying the right to subscribe for Award Shares pursuant to the 2026 Share Scheme

"Share Repurchase Mandate" a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting

"Shareholder(s)" holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"substantial shareholder" has the meaning as defined in the Listing Rules

"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time

"Termination Date" 5:00 p.m. (Hong Kong time) on the date which falls on the date immediately prior to the tenth (10th) anniversary of the Adoption Date, or such earlier date as the 2026 Share Scheme is terminated in accordance with the terms thereunder

"treasury shares" has the meaning as defined in the Listing Rules

DEFINITIONS
"Trust(s)"	has the meaning defined in the paragraph headed "2. ADMINISTRATION OF THE 2026 SHARE SCHEME" of Appendix IV to this circular
"Trustee(s)"	the trustee(s) of the Trust(s) from time to time
"US$"	US dollars, the lawful currency of the United States of America
"%"	per cent.

LETTER FROM THE BOARD

XtalPi

晶泰科技

XtalPi Holdings Limited

晶泰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2228)

Executive Directors: Dr. Wen Shuhao (Chairman) Dr. Ma Jian (Chief Executive Officer) Dr. Lai Lipeng Dr. Jiang Yide Alan

Independent Non-executive Directors: Mr. Law Cheuk Kin Stephen Ms. Chan Wing Ki Mr. Chow Ming Sang

Registered Office: PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Headquarter and Principal Place of Business in the PRC: 3/F, Second Phase of the International Biomedical Industrial Park No. 2 Hongliu Road Futian District Shenzhen PRC

Principal Place of Business in Hong Kong: Room 1917, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

17 April 2026

To the Shareholders

Dear Sir/Madam,

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 20 May 2026 for (i) the granting of the Share Repurchase Mandate; (ii) the granting of the Issuance Mandate; (iii) the re-appointment of auditor; (iv) the re-election of Directors; (v) the proposed adoption of new Memorandum and Articles of Association; and (vi) the proposed adoption of the 2026 Share Scheme.

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 430,337,176 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting and the Company does not have any treasury shares prior to the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide you with requisite information reasonably necessary for you to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares of the Company) of not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 860,674,352 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting and the Company does not have any treasury shares prior to the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate contained in item 6 of the notice of Annual General Meeting will also be proposed at the Annual General Meeting.

LETTER FROM THE BOARD

4. RE-APPOINTMENT OF AUDITOR

PricewaterhouseCoopers will retire as the auditor of the Company at the Annual General Meeting and being eligible, offer themselves for re-appointment as the auditor of the Company.

5. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 26.4 of the Articles of Association, Dr. Ma Jian, Dr. Lai Lipeng and Mr. Law Cheuk Kin Stephen shall retire from office by rotation at the Annual General Meeting and be eligible for re-election at the Annual General Meeting. Dr. Ma Jian, Dr. Lai Lipeng and Mr. Law Cheuk Kin Stephen, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has reviewed the structure, size and composition of the Board, the confirmations and disclosures given by the Directors as well as the qualifications, skills, experience, time commitment and contribution of the Directors who offer themselves for re-election with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy, Nomination Policy, the Company's corporate strategy and the independence of all independent non-executive Directors.

The Nomination Committee has recommended to the Board on re-election of all the aforesaid Directors who offer themselves for re-election. The Board, having considered the recommendation of the Nomination Committee, is of the view that Mr. Law Cheuk Kin Stephen is independent in accordance with the independence guidelines set out in the Listing Rules and has the character, integrity, independence and experience required to fulfil and discharge the role and duties of an independent non-executive Director and will continue to contribute to the Board with his deep understanding of the business of the Group, diversity of skills and perspective and his devotion to the Board.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular. The biography of each of the retiring Directors, namely, Dr. Ma Jian, Dr. Lai Lipeng and Mr. Law Cheuk Kin Stephen, therein indicates how he contributes to the diversity of the Board and the perspectives, skills and experience he can bring to the Board.

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LETTER FROM THE BOARD

6. PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 17 April 2026 in relation to the proposed adoption of the New Articles.

The Board proposes that certain amendments be made to the existing Memorandum of Association and Articles of Association to, among other things, bring the existing Memorandum of Association and Articles of Association in line with the latest regulatory requirements in relation to the enabling of the holding of hybrid/virtual meetings and the provision of electronic voting, and make consequential and other housekeeping amendments (the "Proposed Amendments").

Accordingly, the Board proposes to adopt the Tenth amended and restated memorandum and articles of association (the "New Articles") in substitution for, and to the exclusion of, the existing Memorandum of Association and Articles of Association.

Details of the Proposed Amendments are set out in Appendix III to this circular. The Proposed Amendments are either marked with strikethrough to denote text to be deleted or underlined to denote text to be added, and the other article numbers, section numbers and chapter numbers are changed accordingly due to the deletion, merger and split of the relevant articles, sections and chapters. Save for the Proposed Amendments in this circular, the other articles of the existing Memorandum of Association and Articles of Association will remain unchanged. The Chinese version of the existing Memorandum of Association and Articles of Association and the New Memorandum of Association and Articles of Association is an unofficial translation of the English version. In the event of any inconsistency, the English version shall prevail.

The proposed adoption of the New Articles is subject to the approval of the Shareholders by way of a special resolution at the forthcoming Annual General Meeting and, if approved, will become effective upon such approval. Prior to the passing of the relevant special resolution at the Annual General Meeting, the existing Memorandum of Association and Articles of Association shall remain valid.

The Company has received a confirmation from its legal adviser to Hong Kong laws confirming that the New Articles comply with the applicable provisions under the Listing Rules. The Company has also received a confirmation from its legal adviser to Cayman Islands laws confirming that the New Articles are not inconsistent with the laws of the Cayman Islands.

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LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 58 to 63 of this circular. Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting decides to allow a resolution to be voted by a show of hands pursuant to the Listing Rules. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The record date for determining the entitlement of the holders of Shares to attend, speak and vote at the Annual General Meeting will be 20 May 2026. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Friday, 15 May 2026 to Wednesday, 20 May 2026, both dates inclusive, during which period no transfer of share(s) of the Company will be registered.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://www.xtalpi.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 18 May 2026) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

8. PROPOSED ADOPTION OF THE 2026 SHARE SCHEME

8.1 Introduction

The Company adopted the Existing Post-IPO Share Option Scheme and Existing Post-IPO RSU Scheme on 28 May 2024, which came into effect on the Listing Date and which will expire on 13 June 2029.

As set out in the annual results announcement of the Company dated 25 March 2026, the Group achieved a turnaround from loss to profit for the first time in the year ended 31 December 2025. In view of the rapid growth and development of the Group's businesses since the Listing Date, the Directors proposes to adopt the 2026 Share Scheme to enable the Company to grant share options and/or share awards to selected eligible persons as incentives or rewards for their contribution or potential contribution to the development and long-term growth of the Group, as

LETTER FROM THE BOARD

well as to attract and retain talents. Under the 2026 Share Scheme, the Company may issue new Shares and/or utilise existing Shares and/or treasury shares (if any) to satisfy grants of the Awards.

The adoption of the 2026 Share Scheme is conditional upon the passing of an ordinary resolution by the Shareholders at the Annual General Meeting.

A summary of the principal terms of the 2026 Share Scheme is set out in Appendix IV to this circular.

8.2 Purpose

The purpose of the 2026 Share Scheme is set out in the paragraph headed "1. PURPOSE" in Appendix IV to this circular.

8.3 Condition

The condition for the adoption of the 2026 Share Scheme is set out in the paragraph headed "26. CONDITION OF THE 2026 SHARE SCHEME" of Appendix IV to this circular.

8.4 Eligible Participants

The Eligible Participants are the Employee Participants. The criteria for determination of their eligibility are set out in the paragraph headed "3. ELIGIBLE PARTICIPANTS AND THE BASIS OF ELIGIBILITY" in Appendix IV to this circular.

Employee Participants

The Board (including the independent non-executive Directors) is of the view that the non-executive Directors (including the independent non-executive Directors) should be included as Employee Participants on the basis of the following:

(i) the non-executive Directors (including the independent non-executive Directors) play a vital role in shaping and overseeing the strategic direction and governance of the Group by contributing their expertise, objective insights and independent judgement. The involvement of non-executive Directors (including the independent non-executive Directors) enhances decision-making, governance and accountability of the Board, which are essential for the Group's sustainable development, long-term growth and stability;

(ii) the objectivity and independence of the independent non-executive Directors shall not be impaired by any potential grant of the Awards under the 2026 Share Scheme for the following reasons: (a) the independent non-executive Directors

13 -

LETTER FROM THE BOARD

will be required to continue to comply with the independence requirement under Rule 3.13 of the Listing Rules; and (b) approval by independent Shareholders will be required if any Award is to be granted to independent non-executive Directors or any of their respective associates which would result in the Shares issued and to be issued in respect of all options and awards granted to such person in the twelve (12)-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares);

(iii) the inclusion of non-executive Directors (including the independent non-executive Directors) as Employee Participants would provide the Group with flexibility to offer non-cash incentives to the non-executive Directors (including the independent non-executive Directors) for their continuous contributions to the Group's growth and development, without compromising, in the case of independent non-executive Directors, their objectivity and independence; and

(iv) it is common to include non-executive Directors (including independent non-executive directors) as eligible persons of share schemes among public companies.

The Board (including the independent non-executive Directors) is of the view that the inclusion of Employee Participants as Eligible Participants, the criteria of selection of the Eligible Participants and the inclusion of non-executive Directors (including independent non-executive Directors) as Eligible Participants are fair and reasonable and align with the purpose of the 2026 Share Scheme to recognise contributions made and to be made to the growth and development of the Group and the long-term interests of the Company and the Shareholders.

Furthermore, the Board (including the independent non-executive Directors) believes that including part-time employees as Eligible Participants will drive long-term growth and profitability by enhancing engagement, retention, and inclusivity. Extending incentives to part-time employees fosters a shared success culture, recognizes contributions regardless of employment status, and motivates greater engagement and long-term commitment to performance. This approach strengthens loyalty, reduces turnover costs, and supports the Group in attracting and retaining dedicated talent across all levels. Aligning all employees with strategic goals ensures a cohesive and high-performing workforce, and promotes a unified effort towards the Group's growth and prosperity. By valuing part-time roles equally, the Group maximizes productivity and operational flexibility. The Board (including the independent non-executive Directors) is of the view that extending incentives to part-time employees will sustain growth, improve efficiency, and deliver long-term value for the Group.

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LETTER FROM THE BOARD

8.5 Vesting Period

The vesting period of the Awards is set out in the paragraph headed "5. VESTING PERIOD" in Appendix IV to this circular. The paragraph also sets out circumstances in which the Board may grant Awards with a vesting period shorter than the Minimum Period. The paragraph headed "16. RETIREMENT", the paragraph headed "17. RIGHTS ON DISABILITY" and the paragraph headed "18. RIGHTS ON DEATH" set out circumstances where unvested Awards shall vest immediately from the date of termination of the relevant Grantee's employment or service due to retirement, disability or death (as applicable). The paragraph headed "20. RIGHTS ON A CORPORATE TRANSACTION" in Appendix IV to this circular further sets out circumstances in which the Board may in its discretion accelerate the vesting dates of Awards, which may result in a vesting period shorter than the Minimum Period.

The Board and the Remuneration Committee are of the view that (i) there are certain limited instances (for example in circumstances set out in the paragraphs headed "5. VESTING PERIOD", "16. RETIREMENT", "17. RIGHTS ON DISABILITY", "18. RIGHTS ON DEATH" and "20. RIGHTS ON A CORPORATE TRANSACTION" of Appendix IV to this circular) where a strict twelve (12)-month vesting requirement would not work or would not be fair to the holder(s) of the Awards; (ii) there is a need for the Company to retain flexibility to reward exceptional performers with accelerated vesting period or in exceptional circumstances where justified; (iii) in circumstances such as retirement, disability and death, the immediate vesting of the Awards would show a gesture of empathy towards the relevant Grantee and gratitude from the Group for the relevant Grantee's contribution to the Group prior to the occurrence of the relevant event; and (iv) the Company should be allowed to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition. It should have the flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances.

As such, the Board and the Remuneration Committee are of the view that the circumstances when vesting period is shorter than the Minimum Period prescribed in the paragraphs headed "5. VESTING PERIOD" and "20. RIGHTS ON A CORPORATE TRANSACTION" of Appendix IV to this circular are appropriate, fair and reasonable and align with the purpose of the 2026 Share Scheme.

8.6 Maximum number of Shares subject to the 2026 Share Scheme

The total number of Shares which may be issued (including any transfer of treasury shares of the Company) in respect of all Awards which may be granted under the 2026 Share Scheme is set out in the paragraph headed "7. SCHEME LIMIT AND ADDITIONAL APPROVALS" in Appendix IV to this circular.

LETTER FROM THE BOARD

The total number of Shares which may be issued upon exercise of all Awards to be granted under the 2026 Share Scheme together with all options and awards which may be granted under any other schemes for the time being of the Company, being the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme, would be 204,406,365 Shares which is the scheme mandate limit of the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme when these two schemes became effective on the Listing Date.

As at the Latest Practicable Date, the Company has granted a total of 11,234,290 Share Options under the Existing Post-IPO Share Option Scheme and a total of 12,720,770 RSUs under the Existing Post-IPO RSU Scheme. As at the Latest Practicable Date, 180,451,305 Shares underlying the Share Options and the RSUs remain available for future grant under the scheme mandate limit of the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme.

No refreshment of scheme mandate limit will be sought at the Annual General Meeting.

8.7 Performance targets and clawback mechanism

The Board may at its discretion specify any condition in the offer letter at the grant of the relevant Award, including condition(s) and/or performance target(s) that must be achieved before any of the Awards can be exercised, as well as the clawback mechanism, if applicable, for the Company to recover or withhold any Share Options or Share Awards granted to any Eligible Participants.

The Board (including the independent non-executive Directors) believes that this will provide the Board with more flexibility in setting out the terms and conditions of the Awards under particular circumstances of each grant and facilitate the Board to offer suitable incentives to attract and retain quality personnel that are valuable to the development of the Group. The Board (including the independent non-executive Directors) also considers that it may not always be appropriate to impose performance targets or prescribe a clawback mechanism particularly when the purpose of granting Awards is to motivate and incentivize employees, and it is impractical to expressly set out a generic set of performance targets in the 2026 Share Scheme, as each Grantee will play different roles and contribute in diverse ways to the Group.

Specifically, the Board may, at its discretion, require at the time of grant any particular Grantee to achieve such performance targets as the Board may then specify in the grant before any Awards granted under the 2026 Share Scheme to such Grantee can be exercised. If performance targets are imposed on a Grantee at the grant of the relevant Award, the Board will have regard to the purpose of the 2026 Share Scheme in assessing the reasonableness and suitability of such performance targets, with reference to factors including but not limited to, as and when appropriate:

(a) sales performance (e.g. revenue) of the Group;

LETTER FROM THE BOARD

(b) operating performance (e.g. operation efficiency) of the Group; (c) financial performance (e.g. profits, cash flow, earnings, market capitalization and return on equity) of the Group; (d) corporate sustainability parameters (e.g. accuracy and timeliness in handling customer complaints and feedback and adherence to corporate culture); (e) personal qualities (e.g. discipline, punctuality, integrity and compliance with internal procedures and controls) of the Grantee; and (f) individual performance (e.g. key performance indicator achievement) of the Grantee;

the satisfaction of which shall be assessed and determined by the Board at its discretion.

Generally, the Company will also utilize its internal assessment system to appraise and evaluate whether the Eligible Participants will contribute to the long-term growth of the Group on a case-by-case basis. Specifically, the Eligible Participants' expected contribution will be considered with reference to factors including but not limited to their past contributions to the Group, the nature of job duties or services, position within or related to the Group and other features including geographical location, business strategy focus and corporate culture. Specific weightings will be given to the factors above in order to provide a fair and objective appraisal of the Eligible Participants before Awards will be granted, such that the grants will be on a fair and reasonable basis and in the interest of the Company and the Shareholders as a whole.

On the other hand, if a clawback mechanism is prescribed, at the Board's discretion, on a Grantee at the grant of the relevant Award, if the Grantee's employment has been terminated summarily, or if he or she has been convicted of any criminal offence involving his or her integrity or honesty, or has been involved in any wrongdoing that brings the Group into disrepute or causes damages to the Group (including but not limited to causing a material misstatement in the Company's financial statements), any outstanding Awards not yet vested and Awards vested but not exercised shall immediately lapse, unless the Board determines otherwise at its discretion.

8.8 Others

The Company understands that the adoption of the 2026 Share Scheme would not constitute an offer to public and would not be subject to the prospectus requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

LETTER FROM THE BOARD

None of the Directors is and will be trustee(s) of the 2026 Share Scheme nor has a direct or indirect interest in the trustee(s) of the Trust(s).

The Company may issue new Shares and/or utilize existing Shares and/or treasury shares (if any) to satisfy grant(s) of the Award(s) under the 2026 Share Scheme.

The Company will, where applicable, comply with the applicable requirements under Chapter 17 of the Listing Rules in respect of the operation of the 2026 Share Scheme.

As at the Latest Practicable Date, save for the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme, which are still in effect and which will expire on 13 June 2029, the Company has no other share schemes to provide incentives to employees or other eligible participants. Further grants may be made under the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme. The Existing Pre-IPO Share Option Scheme has been terminated on the Listing Date, and no further grants will be made under the Existing Pre-IPO Share Option Scheme.

As at the Latest Practicable Date, there were 12,172,852 outstanding share awards granted but yet to be vested under the Existing Post-IPO RSU Scheme and there were 11,234,290 outstanding share options granted and yet to be exercised under the Existing Post-IPO Share Option Scheme, in which a total of 23,407,142 new Shares may be allotted and issued upon the vesting and/or exercise of such share awards and share options.

As at the Latest Practicable Date, there were 219,464,443 outstanding share options granted but yet to be vested and/or exercised under the Existing Pre-IPO Share Option Scheme. Upon exercise of such outstanding share options, existing Shares held by QuantumPharm Roc will be transferred to the relevant grantees and no new Shares will be allotted and issued.

Save for the abovementioned outstanding share awards and share options, the Company does not have any other outstanding share awards or options granted and yet to be exercised. The Board has no intention to grant any further share awards and/or share options under the Existing Post-IPO RSU Scheme and the Existing Post-IPO Share Option Scheme during the period from the Latest Practicable Date up to the date of the Annual General Meeting.

Save for the Existing Post-IPO Share Option Scheme and the Existing Post-IPO RSU Scheme, the Company had no other subsisting share schemes which has not expired as at the Latest Practicable Date.

18 -

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder had any material interest in the adoption of the 2026 Share Scheme. Accordingly, no Shareholder is required to abstain from voting on the resolution approving the adoption of the 2026 Share Scheme at the Annual General Meeting.

8.9 Document on display

A summary of the principal terms of the 2026 Share Scheme is set out in Appendix IV to this circular. A copy of the 2026 Share Scheme will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.xtalpi.com) for display for a period of not less than 14 days before the date of the Annual General Meeting and the 2026 Share Scheme will be made available for inspection at the Annual General Meeting.

9. RECOMMENDATION

The Directors consider that the proposed resolutions at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

10. 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 Group. 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.

Yours faithfully,

For and on behalf of the Board

XtalPi Holdings Limited

Dr. Wen Shuhao

Chairman of the Board and Executive Director

19 -

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,303,371,761 Shares and the Company did not hold any treasury shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued, repurchased or cancelled before the Annual General Meeting, i.e. being 4,303,371,761 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 430,337,176 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting.

REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. When exercising the Share Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share of the Company. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchases will only be made if the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

20 -

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands, the Listing Rules and/or any other applicable laws, as the case may be. The laws of the Cayman Islands and the Articles of Association provide that payment for a share repurchase may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or subject to the Companies Act, out of capital of the Company. The amount of premium payable on the repurchase of Shares may only be paid out of either the profits or subject to the Companies Act, out of capital of the Company.

In addition, under the laws of the Cayman Islands, payment out of capital by a company for the repurchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the laws of the Cayman Islands, the shares so repurchased may (i) be treated by the Company as cancelled or (ii) be held by the Company as treasury shares, and in each case the aggregate amount of authorised share capital would not be reduced.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

21 -

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE

REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

| Month | Highest HK$ | Lowest HK$ | | --- | --- | --- | | 2025 | | | | May | 5.200 | 4.200 | | June | 6.340 | 4.340 | | July | 6.460 | 5.270 | | August | 10.950 | 5.670 | | September | 14.530 | 9.500 | | October | 15.120 | 10.680 | | November | 11.740 | 9.620 | | December | 10.140 | 8.84 | | 2026 | | | | January | 14.280 | 9.430 | | February | 12.090 | 10.030 | | March | 10.580 | 8.780 | | April (up to the Latest Practicable Date) | 10.370 | 9.200 |

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules, Memorandum and Articles of Association and the applicable laws of the Cayman Islands. In addition, the Company has confirmed that neither the explanatory statement as set out in this appendix nor the proposed share repurchase pursuant to the Share Repurchase Mandate has any unusual features.

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement appropriate interim measures, which include (without limitation), (i) procuring its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and (iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Directors are not aware of any consequences which may arise under the Takeovers Code and any similar applicable laws as a consequence of any repurchase of Shares under the Share Repurchase Mandate.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

23 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors proposed to be re-elected at the Annual General Meeting.

Dr. Ma Jian (馬健)

Dr. Ma Jian (馬健), aged 41, was appointed as our Director on 28 April 2017 and re-designated as our executive Director and Chief Executive Officer on 27 November 2023. He is primarily responsible for overseeing our overall operation and management.

Prior to founding our Group, Dr. Ma completed his postdoctoral research at the Massachusetts Institute of Technology in June 2014. Dr. Ma obtained his bachelor's and Ph.D. degree in physics from Zhejiang University (浙江大學) in the PRC in June 2007 and June 2012, respectively. Dr. Ma has published 33 papers in international leading scientific journals, including Physics Reports, Physical Review and Journal of Chemical Physics. Dr. Ma was honoured as "Innovators Under 35" by MIT Technology Review in 2019. Dr. Ma is also recognised as a Shenzhen regional leading talent (深圳市地方級領軍人才) and Shenzhen overseas high-calibre personnel (深圳市海外高層次人才).

Dr. Ma has entered into a service agreement with the Company for a term of 3 years commencing from the Listing Date, which may be terminated by not less than three months' prior notice in writing by either the Company or Dr. Ma. Dr. Ma is entitled to an annual salary of RMB3,536,000 which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his experience and duties with the Company and prevailing market conditions.

As at the Latest Practicable Date, Dr. Ma was interested in 45,230,342 Shares underlying the options granted to Dr. Ma under the Existing Pre-IPO Share Option Scheme. Dr. Ma was also deemed to be interested in the 133,684,500 Shares (long position) and 20,000,000 Shares (short position) in which Crete Helix Ltd. ("Crete Helix") is interested. Crete Helix is held as to 99% by MH International Holdings Limited, which is the holding vehicle of TMF (Cayman) Ltd. TMF (Cayman) Ltd. is the trustee of the MH Fund Trust, a discretionary trust established by Dr. Ma as settlor. In addition, Dr. Ma was deemed to be interested in 59,103,125 Shares underlying the options granted under the Existing Pre-IPO Share Option Scheme held by QuantumPharm Employee Holdings, a holding vehicle wholly owned by the trustee of the QuantumPharm Employee Benefit Trust for the benefit of 13 employees and ex-employees of the Group given that in accordance with the terms of the trust deed of the QuantumPharm Employee Benefit Trust dated 28 June 2021, Dr. Ma, being the sole member of the advisory committee established by the Company, has the sole power to make all decisions relating to the exercise of any voting and other rights of the properties held under the trust and to give instructions and directions to the trustee for the execution of such decisions.

Dr. Lai Lipeng (賴力鵬)

Dr. Lai Lipeng (賴力鵬), aged 42, was appointed as our Director on 28 April 2017 and re-designated as our executive Director and Chief Innovation Officer on 27 November 2023. He is primarily responsible for overseeing our artificial intelligence development.

24 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Prior to founding our Group, from April 2012 to August 2012, he served as a software developer at Epic Systems Corporation. From September 2012 to September 2014, Dr. Lai served as a postdoctoral associate at the Singapore University of Technology and Design-Massachusetts Institute of Technology (SUTD-MIT) Graduate Fellows Programme. Dr. Lai obtained his bachelor's double degree in physics and mathematics from Peking University in the PRC in July 2006. Dr. Lai obtained his master's and Ph.D. degree in physics from the University of Chicago in December 2007 and March 2012, respectively. Dr. Lai has published multiple papers in leading journals, including Physical Review Letters, and is recognised as a Shenzhen overseas high-calibre personnel (深圳市海外高層次人才).

Dr. Lai has entered into a service agreement with the Company for a term of 3 years commencing from the Listing Date, which may be terminated by not less than three months' prior notice in writing by either the Company or Dr. Lai. Dr. Lai is entitled to an annual salary of RMB3,533,000 which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his experience and duties with the Company and prevailing market conditions.

As at the Latest Practicable Date, Dr. Lai was interested in 32,315,661 Shares underlying the options granted to Dr. Lai under the Existing Pre-IPO Share Option Scheme. Dr. Lai was also deemed to be interested in the 87,814,140 Shares (long position) and 10,000,000 Shares (short position) in which SeveningBAlpha Limited ("SeveningBAlpha") is interested. SeveningBAlpha is held as to 99% by LPHappy Holding Limited, which is the holding vehicle of TMF (Cayman) Ltd. TMF (Cayman) Ltd. is the trustee of the LPHappy Family Trust, a discretionary trust established by Dr. Lai Lipeng as settlor.

3. Mr. Law Cheuk Kin Stephen (羅卓堅)

Mr. Law Cheuk Kin Stephen (羅卓堅), aged 63, was appointed as our independent non-executive Director on 28 May 2024. He is responsible for providing independent judgment on strategy, policy, performance, accountability, internal control and corporate governance.

Mr. Law worked at Wheelock Pacific Limited, a subsidiary of Wheelock and Company Limited (會德豐有限公司), a company formerly listed on the Stock Exchange (stock code: 0020) from February 1995 to July 1997, i-CABLE Communications Limited, a company listed on the Stock Exchange (stock code: 1097) from July 1997 to 2000, Morningside Technologies Inc., part of the Morningside Group (晨興創投集團) from 2000 to 2006, and TPG Growth Capital (Asia) Limited from July 2006 to September 2012, where he last served as a managing director. Mr. Law served as the chief financial officer of Guoco Group Limited (國浩集團有限公司), a company listed on the Stock Exchange (stock code: 0053) from October 2012 to June 2013, the finance director of MTR Corporation Ltd., a company listed on the Stock Exchange (stock code: 0066) from July 2013 to July 2016, an adjunct professor of the Hong Kong Polytechnic University from 2015 to 2017, an independent non-executive director of AAG Energy Holdings Limited (亞美能源控股有限公司), a company listed on the Stock Exchange (stock code: 2686) from July 2016 to

25 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

September 2018, and an independent non-executive director of Stealth BioTherapeutics Inc., a company listed on NASDAQ (ticker symbol: MITO) from June 2018 to July 2019. From 1 November 2018 to 25 August 2022, Mr. Law has served as an independent non-executive director of Bank of Guizhou Co., Ltd, a company listed on the Stock Exchange (stock code: 6199). He has been the managing director and a responsible officer of ZhongYi Investment Managers Limited since January 2021.

Mr. Law obtained his bachelor's degree in civil engineering from the University of Birmingham in the United Kingdom in July 1984 and master's degree in business administration from the University of Hull in the United Kingdom in July 1996. Mr. Law was elected as the president of the Hong Kong Institute of Certified Public Accountants (HKICPA) on 13 November 2025. Mr. Law is also a member of the Institute of Chartered Accountants in England and Wales and an expert accounting consultant appointed by the Ministry of Finance of the PRC. Mr. Law has accounting qualifications in Hong Kong and the United Kingdom. Mr. Law was appointed as the Justice of the Peace by the Government of the Hong Kong Special Administrative Region ("HKSAR Government") in July 2022 and he was appointed as a CPPCC National Committee Member in January 2023. The HKSAR Government announced on 21 March 2025 that Mr. Law has been appointed as one of the new directors of Hong Kong Cyberport Management Company Limited for a two-year term from 1 April 2025 to 31 March 2027.

Mr. Law has directorships in certain Hong Kong listed companies. He is currently an independent non-executive director of each of China Everbright Limited (stock code: 165), CSPC Pharmaceutical Group Limited (stock code: 1093), China Galaxy Securities Co., Ltd. (stock code: 6881), Keymed Biosciences Inc (stock code: 2162). He was also an independent non-executive director of Somerley Capital Holdings Limited (stock code: 8439).

Mr. Law has entered into a letter of appointment with the Company for a term of 3 years commencing from the Listing Date, which may be terminated by not less than 30 days' prior notice in writing by either the Company or Mr. Law. Mr. Law is entitled to an annual director's fee of RMB660,000 which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his experience and duties with the Company and prevailing market conditions.

As at the Latest Practicable Date, Mr. Law was interested in 225,000 vested Shares and 675,000 unvested Shares underlying the RSUs granted to Mr. Law under the Existing Post-IPO RSU Scheme.

Save as disclosed above, as at the Latest Practicable Date, each of the Directors proposed to be re-elected had not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

Save as disclosed above, at the Latest Practicable Date, each of the Directors proposed to be re-elected did not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholder of the Company.

26 -

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, each of the Directors proposed to be re-elected did not have any interest in any securities of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other matter in relation to the re-election of Dr. Ma Jian, Dr. Lai Lipeng and Mr. Law Cheuk Kin Stephen that need to be brought to the attention of the Shareholders and any other information to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

27 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

The existing Articles of Association of the Company be and are hereby amended as follows:

Before Amendment	After Amendment (Revision)
MEMORANDUM OF ASSOCIATION
NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUANTUMPHARM INC.	NINTHENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUANTUMPHARM INC.
XtalPi Holdings Limited
晶泰控股有限公司
(conditionally adopted by special resolution passed on 28 May 2024 and effective on 13 June 2024)	(conditionally—adopted by special resolution passed on 28 May 2024 and effective on 13 June 2024[●] 2026)
1 The name of the Company is QuantumPharm Inc.	1 The name of the Company is QuantumPharm IncXtalPi Holdings Limited 晶泰控股有限公司.
ARTICLES OF ASSOCIATION
Interpretation
1.1
...
“Company” means QuantumPharm Inc.	1.1
...
“CompanyCommunication Facilities” means QuantumPharm—Incvideo, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other and all Members’ rights to speak and vote at the meeting are maintained.
“Company” means XtalPi Holdings Limited 晶泰控股有限公司.

28 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
"Electronic Means" means sending or otherwise making the communication available to the intended recipients in electronic format.	"Electronic Means" means sending or otherwise making the communication available to the intended recipients in electronic format has the same meaning as in the Electronic Transactions Act.
/	"Person" means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires.
/	"Present" means, in respect of any Person, such Person's presence at a general meeting of Members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with the Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with the Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities.
/	"Virtual Meeting" means any general meeting of Members at which the Members and any other permitted participants of such meeting (including, without limitation, the chairperson of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

29 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
Closing Register of Members or Fixing Record Date
5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic Means as provided in the Articles or by advertisement published in the newspapers, close the Register of Members at such times and for such periods as the Directors may determine, either generally or in respect of any class of Shares, provided that the Register of Members shall not be closed for more than 30 days in any year (or such longer period as the Members may by ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the Register of Members or any part thereof which is closed by virtue of this Article with a certificate signed by the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 Business Days' notice in accordance with the procedures set out in this Article and the Listing Rules.	5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic Means means as provided in the Articles or by advertisement published in the newspapers, close the Register of Members at such times and for such periods as the Directors may determine, either generally or in respect of any class of Shares, provided that the Register of Members shall not be closed for more than 30 days in any year (or such longer period as the Members may by ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the Register of Members or any part thereof which is closed by virtue of this Article with a certificate signed by the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 Business Days' notice in accordance with the procedures set out in this Article and the Listing Rules.

Before Amendment

After Amendment (Revision)

Closing Register of Members or Fixing Record Date

5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic Means as provided in the Articles or by advertisement published in the newspapers, close the Register of Members at such times and for such periods as the Directors may determine, either generally or in respect of any class of Shares, provided that the Register of Members shall not be closed for more than 30 days in any year (or such longer period as the Members may by ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the Register of Members or any part thereof which is closed by virtue of this Article with a certificate signed by the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 Business Days' notice in accordance with the procedures set out in this Article and the Listing Rules.

5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic Means means as provided in the Articles or by advertisement published in the newspapers, close the Register of Members at such times and for such periods as the Directors may determine, either generally or in respect of any class of Shares, provided that the Register of Members shall not be closed for more than 30 days in any year (or such longer period as the Members may by ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the Register of Members or any part thereof which is closed by virtue of this Article with a certificate signed by the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 Business Days' notice in accordance with the procedures set out in this Article and the Listing Rules.

30 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
General Meetings
17.1 The Company shall hold a general meeting as its annual general meeting for each financial year within six months (or such other period as may be permitted by the Listing Rules or the Exchange) after the end of such financial year. An annual general meeting shall be specified as such in the notices calling it, and shall be held at such time and place as the Directors shall appoint.	17.1 The Company shall hold a general meeting as its annual general meeting for each financial year within six months (or such other period as may be permitted by the Listing Rules or the Exchange) after the end of such financial year. An annual general meeting shall be specified as such in the notices calling it, and shall be held at such time and place (which, in the case of a Virtual Meeting, includes a virtual place) as the Directors shall appoint.
/	17.8 The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that Members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

31 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
Notice of General Meetings
18.1 At least 21 clear days’ notice shall be given of any annual general meeting, and at least 14 clear days’ notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place, the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:	18.1 At least 21 clear days’ notice shall be given of any annual general meeting, and at least 14 clear days’ notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place (including any Virtual Meeting), the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
/	18.2 The notice of any general meeting (including a postponed or reconvened meeting held pursuant to Article 18.6) at which Communication Facilities will be utilised (including any Virtual Meeting) shall specify the Communication Facilities that will be utilised, including the procedures to be followed by any Member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting.
18.2	18.318.2
...	...

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
18.3 If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place in accordance with Article 18.5.	18.418.3 If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place (whether physical or virtual) specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place (whether physical or virtual) in accordance with Article 18.5.
18.4	18.518.4
...	...
18.5	18.618.5
...	...
(b) the Directors shall fix the date, time and place for the reconvened meeting and at least seven clear days' notice shall be given for the reconvened meeting in the manner specified in Article 42.1, and such notice shall specify the date, time and place at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and	(b) the Directors shall fix the date, time and place (whether physical or virtual) for the reconvened meeting and at least seven clear days' notice shall be given for the reconvened meeting in the manner specified in Article 42.1, and such notice shall specify the date, time and place (which, in the case of a Virtual Meeting, includes a virtual place) at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and

33 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
Proceedings at General Meetings
19.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy.	19.1 No business shall be transacted at any general meeting unless a quorum is presentPresent. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxyPresent shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy Present.
19.3 If a quorum is not present within 15 minutes from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting to commence, the Members present shall be a quorum.	19.3 If a quorum is not presentPresent within 15 minutes from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentPresent, the meeting, if convened upon a Members' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place (whether physical or virtual) or to such other day, time and/or place (whether physical or virtual) as the Directors may determine, and if at the adjourned meeting a quorum is not presentPresent within 15 minutes from the time appointed for the meeting to commence, the Members presentPresent shall be a quorum.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
19.4 The Chairperson shall preside as chairperson at every general meeting. If there is no such Chairperson, or if the Chairperson is not present within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting. If no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of the meeting.	19.4 The Chairperson shall preside as chairperson at every general meeting. If there is no such Chairperson, or if the Chairperson is not presentPresent within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors presentPresent shall elect one of their number to be chairperson of the meeting. If no Director is willing to act as chairperson or if no Director is presentPresent within 15 minutes after the time appointed for the meeting to commence, the Members presentPresent shall choose one of their number to be chairperson of the meeting.
/	19.5 The chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson, in which event:
(a) the chairperson shall be deemed to be Present at the meeting; and
(b) if the Communication Facilities are interrupted or fail for any reason to enable the chairperson to hear and be heard by all other Persons attending and participating at the meeting, then the Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that if (i) no other Director is Present at the meeting, or (ii) all the Directors Present decline to take the chair, the meeting shall be automatically adjourned to the same day in the next week and at such time and place (whether physical or virtual) as shall be decided by the Directors.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
19.5 The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.	19.619.5 The chairperson may, with the consent of a meeting at which a quorum is presentPresent (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place (whether physical or virtual), but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
19.6	19.719.6
...	...
19.7	19.819.7
...	...
19.8	19.919.8
...	...
19.9 A poll shall, subject to Article 19.10, be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the chairperson directs. No notice needs to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.	19.1019.9 A poll shall, subject to Article 19.10, be taken in such manner (including the use of ballot or voting papers or tickets or Electronic means) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the chairperson directs. No notice needs to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.
19.10	19.1119.10
...	...
19.11	19.1219.11
...	...

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
Votes of Members
20.1 Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have (a) the right to speak; (b) one vote on a show of hands; and (c) one vote for every Share of which they are the holder on a poll.	20.1 Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy Present shall have (a) the right to speak; (b) one vote on a show of hands; and (c) one vote for every Share of which they are the holder on a poll.
Proxies
21.3 The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner (including by Electronic Means) by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited.	21.3 The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner (including by Electronic Means means) by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited.
Untraceable Members
39.1
...
(d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by Electronic Means as provided in the Articles, giving notice of its intention to sell such Shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.	39.1
...
(d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers or, subject to the Listing Rules, by electronic Electronic communication in the manner in which notices may be served by the Company by Electronic Means means as provided in the Articles, giving notice of its intention to sell such Shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.

37 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

Before Amendment	After Amendment (Revision)
Notices
42.1
...
(c) by Electronic Means by transmitting it to any electronic number or address or website supplied by the Member to the Company;	42.1
...
(c) by Electronic Meansmeans by transmitting it to any electronic number or address or website supplied by the Member to the Company;
42.2
...
(c) given by Electronic Means as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient;	42.2
...
(c) given by Electronic Meansmeans as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient;
42.2
...
(d) served by being placed on the Company's Website and the Exchange's website shall be deemed to be served at such time as may be prescribed by the Listing Rules; and	42.2
...
(d) served by being placed on the Company's Website and the Exchange's website shall be deemed to be served at suchtime the notice or document first appears on the Company's Website and the Exchange's website, or at such later time as may be prescribed by the Listing Rules; and

38 -

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

The following is a summary of the principal terms of the 2026 Share Scheme to be approved and adopted by ordinary resolution at the Annual General Meeting, but such summary does not form part of, nor was it intended to be, part of the 2026 Share Scheme, nor should it be taken as affecting the interpretation of the 2026 Share Scheme:

PURPOSE

The purpose of the 2026 Share Scheme is to provide incentive to, the Eligible Participants in order to promote the development and success of the business of the Group. The 2026 Share Scheme will give the Eligible Participants an opportunity to have a personal stake in the Company and will help motivate the Eligible Participants in optimising their performance and efficiency and attract and retain the Eligible Participants whose contributions are important to the long-term growth of the Group.

ADMINISTRATION OF THE 2026 SHARE SCHEME

The 2026 Share Scheme shall be subject to the administration of the Board whose decision on all matters arising in relation to the 2026 Share Scheme or its interpretation or application or effect shall (save as otherwise provided in the 2026 Share Scheme and in the absence of manifest error) be final and binding. The Board shall exercise its administrative power in accordance with the Listing Rules requirement. For the avoidance of doubt, subject to compliance with the requirements of the Listing Rules and the provisions of the 2026 Share Scheme, the Board shall have the right to (1) interpret and construe the provisions of the 2026 Share Scheme; (2) determine the persons who will be offered Awards under the 2026 Share Scheme, and the number of Shares and the Exercise Price or Purchase Price in relation to such Awards; (3) make such appropriate and equitable adjustments to the terms of Awards granted under the 2026 Share Scheme as it may deem necessary; and (4) make such other decisions or determinations or regulations as it shall deem appropriate for the administration of the 2026 Share Scheme.

Subject to compliance with the Listing Rules, the authority to administer the 2026 Share Scheme may be delegated by the Board to a committee of the Board or to any other person(s) deemed appropriate at the sole discretion of the Board.

The Company may issue new Shares and/or utilise existing Shares and/or treasury shares (if any) to satisfy grant(s) of the Award(s) under the 2026 Share Scheme.

The Company may establish one or more trusts ("Trust(s)") which will be independent of the Company and appoint one or more Trustee(s) for the purposes of: (i) holding Award Shares upon Trust(s) which are reserved for specified Eligible Participants; (ii) subscribing for new Shares to be allotted and issued by the Company, purchasing existing Shares from the open market, holding treasury shares that are transferred out of treasury by the Company, and/or holding Returned Shares, in each case to serve as a pool of Shares upon Trust(s) which may be used to grant and/or satisfy Awards; (iii) settling Awards; and (iv) taking other actions for the purposes of administering and implementing the 2026 Share Scheme. The Trustee(s) shall be instructed by the Company. No Director will act as trustee(s) or have any direct or indirect interest in any trustee(s) of the Trust(s).

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

The Company shall not give instruction to any Trustee to subscribe for or purchase any Shares for the purpose of the 2026 Share Scheme under any of the following circumstances: (i) if the subscription or purchase will result in the Company failing to comply with the public float requirement with respect to the Shares as applicable under the Listing Rules from time to time; or (ii) after inside information (having the meaning as defined in the SFO has come to its knowledge until (and including) the Business Day after such inside information has been announced by the Company pursuant to the requirements of the Listing Rules; or (iii) at a time when any Director would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers, set out in Appendix C3 to the Listing Rules).

The Trustee holding unvested Award Shares, whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such direction is given.

3. ELIGIBLE PARTICIPANTS AND THE BASIS OF ELIGIBILITY

The Eligible Participants are the Employee Participants.

In determining the basis of eligibility for Employee Participants, the factors in assessing whether any person is eligible to participate in the 2026 Share Scheme include:

(a) the individual performance and achievement; (b) the skill, knowledge, experience, expertise and other personal qualities; (c) time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; (d) onboarding time; (e) the contribution or potential contribution to the development and growth of the Group; and (f) cultural fit and alignment with the Company's core values.

4. OFFER AND ACCEPTANCE

Subject to and in accordance with the provisions of the 2026 Share Scheme and the Listing Rules, the Board shall be entitled (but shall not be bound), at any time and from time to time and within a period commencing on the Adoption Date and ending on the Termination Date (both dates inclusive), to make an Offer to such Eligible Participant as it may, in its absolute discretion, select, and subject to such conditions as the Board may think fit, provided that no such Offer shall be made if a prospectus is required to be issued under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or any applicable laws or if such grant will result in the breach by the Company or any of the Directors of any applicable securities laws and regulations in any jurisdiction.

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

An Offer shall be made to an Eligible Participant in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine specifying the terms of the Award which may include number of Award Shares, the Purchase Price or Exercise Price (as applicable), the vesting criteria and conditions, the Exercise Period, and if any, minimum performance targets that must be achieved and, if applicable, the clawback mechanism for the Company to recover or withhold any Share Options or Share Awards granted to any Eligible Participants, and any such other details as the Board may consider necessary (as may be amended and/or supplemented by the Board in its absolute discretion, an "Offer Letter"), and requiring the Grantee to undertake to hold the Award on the terms of the Offer Letter and be bound by the provisions of the 2026 Share Scheme. An Offer shall remain open for acceptance by the Eligible Participant concerned (and by no other person, including the Eligible Participant's Personal Representative) for a period of twenty-one (21) days from the Offer Date. For the avoidance of doubt, the Board may at its discretion specify any terms or conditions in the Offer Letter at the grant of the relevant Award, including conditions and/or performance target(s) that must be achieved before any of the Awards can be exercised, as well as the clawback mechanism for the Company to recover or withhold any Share Options or Share Awards granted to any Eligible Participants. Subject to paragraph 8(6), such terms or conditions of the Offer Letter specified and approved by the Board at the grant may be subsequently amended and/or supplemented by the Board in its absolute discretion.

An Offer shall be deemed to have been accepted by an Eligible Participant concerned in respect of all the Award Shares which are offered to such Eligible Participant when the duplicate letter comprising acceptance of the Offer duly signed by the Eligible Participant.

Any Offer may be accepted by an Eligible Participant in respect of less than the number of Award Shares which are offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof.

5. VESTING PERIOD

Save for the circumstances prescribed below, an Award must be held by the Grantee for a period that is not shorter than the Minimum Period before the Award can be exercised.

The Board may at its absolute discretion determine a vesting period shorter than the Minimum Period or no vesting period is applicable in the following specific circumstances:

(1) grants of "make-whole" Awards to new joiners to replace the award shares they forfeited when leaving the previous employers;

(2) grants to an Employee Participant whose employment is terminated due to death or disability or occurrence of any out of control event;

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

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(4) grants that are made in batches during a year for administrative and compliance reasons (such as to save administrative time and compliance costs, to coincide with the regular or scheduled meetings of the Board and/or the Remuneration Committee, etc.), which include Awards that should have been granted earlier if not for such administrative or compliance reasons but had to wait for subsequent batch;

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

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

each of which are considered appropriate to provide flexibility to grant Awards (a) as part of competitive terms and conditions to induce valuable talent to join the Group (sub-paragraphs (1) and (4)); (b) reward past contribution which may otherwise be neglected due to administrative or technical reasons (sub-paragraphs (2) and (3)); (c) reward exceptional performers with accelerated vesting (sub-paragraph (4)); (d) to motivate exceptional performers based on performance metrics rather than time (sub-paragraph (5)); and (e) in exceptional circumstances where justified (sub-paragraphs (1) to (5)), which is consistent with the purpose of the 2026 Share Scheme.

6. EXERCISE PRICE AND PURCHASE PRICE AND EXERCISE OF AWARDS

(a) The Exercise Price shall, subject to any adjustments made pursuant to the terms of the 2026 Share Scheme, be determined by the Board, in its absolute discretion, provided that it shall be not less than the highest of:

(1) the closing price of the Shares as shown in the daily quotations sheet of the Stock Exchange on the Offer Date, which must be a Business Day;

(2) the average of the closing prices of the Shares as shown in the daily quotations sheets of the Stock Exchange for the five (5) consecutive days on which the Shares are traded on the Stock Exchange immediately preceding the Offer Date; and

(3) the nominal value of the Share on the Offer Date.

(b) The Purchase Price shall be such price determined by the Board in its absolute discretion and notified to the Grantee in the Offer Letter. For the avoidance of doubt, the Board may determine the Purchase Price to be nil. The Company will disclose the Purchase Price for Share Awards in the announcement on grant of the relevant Awards and in its annual and interim reports to the extent required under Chapter 17 of the Listing Rules.

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(c) Where an Award is to be granted under paragraph 8 or paragraph 9, for the purposes of sub-paragraph (a)(1) or sub-paragraph (a)(2) above, the date of the meeting of the Board (or its authorized committee for the administration of the 2026 Share Scheme) or the Remuneration Committee (as the case may be) at which the Offer was proposed shall be taken to be the Offer Date for the relevant Award, and the provisions as set above shall apply mutatis mutandis.

(d) Subject to the terms of the 2026 Share Scheme and the fulfilment of all terms and conditions as set out in the Offer Letter, including the attainment of any performance targets stated therein (if any), an Award shall be exercisable in whole or in part by the Grantee (or, as the case may be, the Grantee’s Personal Representative) giving notice in writing to the Company stating that the Award is thereby exercised and the number of Award Shares in respect of which it is so exercised.

(e) Each of such notice must be accompanied by a remittance for the full amount of the Exercise Price or the Purchase Price (as applicable) for the Award Shares in respect of which the notice is given.

(f) Within twenty-one (21) days (or such longer period if the Company in its sole discretion considers it appropriate due to applicable legal or regulatory restrictions) after receipt of the notice and the remittance and, where appropriate, receipt of the Auditors’ or independent financial adviser’s certificate, the Company shall, at its discretion, arrange for the Exercised Award Shares to be satisfied in the following methods:

(1) allot and issue (or transfer from the treasury shares) the relevant number of Shares to or to the order of the Grantee (or the Grantee’s estate in the event of an exercise by the Grantee’s Personal Representative or such other person as the Grantee may designate and notify to the Company or the Trustee (as applicable) in writing not less than 7 Business Days in advance) credited as fully paid and instruct the Share Registrar to issue to or to the order of the Grantee (or the Grantee’s estate in the event of an exercise by the Grantee’s Personal Representative or such designee, as applicable) a share certificate for the Shares so allotted and issued, and if applicable, subject to the Grantee having provided or procured to be provided to the Company and/or the Share Registrar the relevant documents as may be required by the Company and/or the Share Registrar, use its best commercial efforts to arrange for the Shares to be deposited into the Central Clearing and Settlement System of Hong Kong;

(2) arrange for the Exercised Award Shares to be transferred to or to the order of the Grantee (or the Grantee’s estate in the event of an exercise by the Grantee’s Personal Representative or such other person as the Grantee may designate and notify to the Company or the Trustee (as applicable) in writing not less than 7 Business Days in advance) credited

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

as fully paid and issue to or to the order of the Grantee (or the Grantee's estate in the event of an exercise by the Grantee's Personal Representative or such designee, as applicable) a share certificate in respect of the Shares so transferred;

(3) pay to or to the order of the Grantee (or the Grantee's estate in the event of an exercise by the Grantee's Personal Representative or such other person as the Grantee may designate and notify to the Company or the Trustee (as applicable) in writing not less than 7 Business Days in advance) by remittance to the bank account designated and provided by or on behalf of the Grantee (or the Grantee's Personal Representative), the Actual Sale Proceeds from on-market sale of the Exercised Award Shares through the facilities of the Stock Exchange at prevailing market prices; and/or

(4) arrange for Exercised Award Shares to be issued or designated as vested shares held for the economic benefit of the Grantee (or the Grantee's estate in the event of an exercise by the Grantee's Personal Representative or such other person as the Grantee may designate and notify to the Company or the Trustee (as applicable) in writing not less than 7 Business Days in advance), following which, the Grantee (or the Grantee's estate in the event of an exercise by the Grantee's Personal Representative or such designee, as applicable) shall be entitled to future dividends paid or payable on the Exercised Award Shares and the Grantee (or the Grantee's Personal Representative or such designee, as applicable) will have a one-time option to request the Company to cause payment to or to the order of the Grantee (or the Grantee's estate in the event of an exercise by the Grantee's Personal Representative or such designee, as applicable) by remittance to the bank account designated and provided by or on behalf of the Grantee, the Actual Sale Proceeds from on-market sale of the Exercised Award Shares through the facilities of the Stock Exchange at prevailing market prices.

7. SCHEME LIMIT AND ADDITIONAL APPROVALS

The Scheme Mandate Limit

(1) The total number of Shares which may be issued (including any transfer of treasury shares of the Company) in respect of all Awards which may be granted at any time under the 2026 Share Scheme together with options and awards which may be granted under any other schemes of the Company shall not exceed 204,406,365 Shares (the "Scheme Mandate Limit"). Awards lapsed in accordance with the terms of the 2026 Share Scheme (and other schemes of the Company) will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit. For the avoidance of doubt, Awards granted in accordance with the terms of the 2026 Share Scheme (and other similar schemes of the Company) the underlying Shares of which are existing Shares purchased by the Trustee (or any other third party(ies) authorised by the

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

Board) in the open market upon the instruction of the Board from time to time will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

Share consolidation or sub-division

(2) If the Company conducts a share consolidation or sub-division after the Scheme Mandate Limit has been approved in general meeting, the maximum number of Shares that may be issued in respect of all options and awards to be granted under all of the schemes of the Company under the Scheme Mandate Limit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or sub-division shall be the same, rounded to the nearest whole share.

Refreshment

(3) (a) The Company may seek approval of the Shareholders in a general meeting of the Company to refresh the Scheme Mandate Limit under the 2026 Share Scheme on or after the third (3rd) anniversary of the date of the Shareholders' approval for the last refreshment or the Adoption Date. The total number of Shares which may be issued upon exercise of all (i) the Awards under the 2026 Share Scheme and (ii) the options and awards to be granted under any other schemes of the Company as "refreshed" must not exceed 10% of the Shares in issue (excluding treasury shares) as at the date of approval of the refreshment. For the purpose of seeking approval of the Shareholders under this paragraph (3), the Company must send a circular to the Shareholders containing the information required under the Listing Rules; and

(b) any refreshment within any three (3)-year period shall be subject to independent Shareholders' approval pursuant to Rule 17.03C(1)(b) and (c) of the Listing Rules.

Grant in excess of the Scheme Mandate Limit

(4) The Company may seek separate approval of the Shareholders in a general meeting of the Company for granting Awards exceeding 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. For the purpose of seeking approval of the Shareholders under this paragraph (4), the Company must send a circular to the Shareholders containing a generic description of the specified Eligible Participants who may be granted such Awards, the number and terms of the Awards to be granted, the purpose of granting Awards to the specified Eligible Participants with an explanation as to how the terms of the Awards serve such purpose, and such other information as required under the Listing Rules. The number and terms (including the Exercise Price or the Purchase Price) of the Awards to be granted to such Eligible Participant must be fixed

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

before the Shareholders' approval. For the grant of Share Options, the date of Board meeting for proposing such grant should be taken as the date of grant for the purpose of calculating the Exercise Price.

8. GRANT OF AWARDS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

(1) Any grant of an Award to any of the Director, chief executive of the Company or substantial shareholder, or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the proposed Grantee of the Award).

(2) (i) Where any grant of an Award to an independent non-executive Director or a substantial shareholder of the Company, or any of their respective associates, would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all options and awards granted (excluding any options and awards lapsed in accordance with the terms of the relevant schemes) to such person in the twelve (12)-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares), or

(ii) where any grant of Share Awards (i.e., excluding grant of Share Options) to any Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates, would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all Share Awards granted (excluding any Awards lapsed in accordance with the terms of the relevant schemes) 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 treasury Shares) at the date of such grant,

such grant of Award must be approved by the Shareholders in a general meeting of the Company.

(3) The Company must send a circular to the Shareholders. The circular must contain the information required under the Listing Rules.

(4) The Grantee, his associates and all core connected persons of the Company must abstain from voting in favour of the proposed grant at such general meeting. Parties that are required to abstain from voting in favour of the proposed grant at the general meeting of the Company pursuant to the Listing Rules may vote against the resolution at the general meeting of the Company, provided that their intention to do so has been stated in the relevant circular to the Shareholders.

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(5) Any vote taken at the general meeting of the Company to approve the grant of such Award must be taken on a poll and comply with the requirements under the Listing Rules.

(6) Any change in the terms of Awards 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 the Shareholders in the manner as set out in Rule 17.04(4) of the Listing Rules if the initial grant of the Awards requires such approval (except where the changes take effect automatically under the existing terms of the 2026 Share Scheme).

(7) Applications shall be made by the Company to the Listing Committee (as defined in the Listing Rules) for the listing of and the permission to deal in any Shares that may fall to be allotted and issued under the 2026 Share Scheme.

9. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT

Where any grant of an Award to an Eligible Participant would result in the Shares issued and to be issued (including any transfer of treasury shares of the Company) in respect of all options and awards granted to such Eligible Participant (excluding any options and awards lapsed in accordance with the terms of the relevant schemes) in the twelve (12)-month period up to and including the date of such grant representing in aggregate exceeding 1% of the Shares in issue (excluding treasury shares), such grant must be separately approved by the Shareholders in a general meeting of the Company with such Eligible Participant and the person's close associates (or associates if the Eligible Participant is a connected person) abstaining from voting.

The Company must send a circular to the Shareholders and the circular must disclose the identity of the Eligible Participant, the number and terms of the Awards to be granted (and Awards previously granted to such Eligible Participant during the twelve (12)-month period), the purpose of granting the Awards to the Eligible Participant, an explanation as to how the terms of the Awards serve such purpose and such information as may be required by the Stock Exchange from time to time. The number and terms (including the Exercise Price or Purchase Price) of the Award to be granted to such Eligible Participant must be fixed before the Shareholders' approval. For the grant of Share Options, the date of the meeting of the Board for proposing such grant should be taken as the Offer Date for the purpose of calculating the Exercise Price.

10. TIME OF EXERCISE OF OPTIONS

Subject to the terms of the 2026 Share Scheme, an Award may be exercised in whole or in part at any time during the period stipulated in the Offer Letter, provided that such period shall not go beyond the day immediately prior to the tenth (10th) anniversary of the offer date with respect of the relevant Award.

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

11. PERFORMANCE TARGET(S) AND CLAWBACK MECHANISM

The Board may at its discretion determine and provide in the Offer Letter at the grant of the relevant Award any performance target(s) as the Board may then specify which must be achieved by the Grantee before any of the Awards can be exercised, as well as the clawback mechanism, if applicable, for the Company to recover or withhold any Share Options or Share Awards granted to any Eligible Participants.

Specifically, if performance targets are imposed on a Grantee at the grant of the relevant Award, the Board will have regard to the purpose of the 2026 Share Scheme in assessing the reasonableness and suitability of such performance targets, with reference to factors including but not limited to, as and when appropriate:

(a) sales performance (e.g. revenue) of the Group; (b) operating performance (e.g. operation efficiency) of the Group; (c) financial performance (e.g. profits, cash flow, earnings, market capitalization and return on equity) of the Group; (d) corporate sustainability parameters (e.g. accuracy and timeliness in handling customer complaints and feedback and adherence to corporate culture); and (e) personal qualities (e.g. discipline, punctuality, integrity and compliance with internal procedures and controls) of the Grantee; and (f) individual performance (e.g. key performance indicator achievement) of the Grantee;

the satisfaction of which shall be assessed and determined by the Board at its discretion.

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

On the other hand, if the clawback mechanism is prescribed, at the Board's discretion, on a Grantee at the grant of the relevant Award, in the event that:

(a) a Grantee's employment has been terminated summarily; (b) a Grantee has been convicted of any criminal offence involving his or her integrity or honesty; (c) a Grantee has been involved in any wrongdoing that brings the Group into disrepute or causes damages to the Group (including but not limited to causing a material misstatement in the Company's financial statements); or (d) the occurrence of other circumstances described in paragraph 15,

any outstanding Awards not yet vested shall be immediately forfeited, unless the Board determines otherwise at its discretion. If the Board exercises such discretion, it may give (but is not obliged to) the relevant Grantee written notice and the Board's interpretation of and determination shall be final, conclusive and binding.

The Awards that are clawed back will lapse and will not be regarded as utilized for the purpose of calculating the Scheme Mandate Limit and may be used to grant to other Eligible Participants.

12. RESTRICTIONS ON THE TIME OF OFFER

No Offer shall be made by the Board:

(1) after inside information (having the meaning as defined in the SFO) has come to its knowledge until (and including) the Business Day after such inside information has been announced by the Company pursuant to the requirements of the Listing Rules; (2) during the period commencing thirty (30) days immediately before the earlier of:

(i) the date of the Board meeting (as such date is first notified to the Stock Exchange under 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); and (ii) the deadline for the Company to publish 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 results announcement (or during any period of delay in publishing the results announcement); and

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(3) at a time when the relevant Eligible Participant would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers, set out in Appendix C3 to the Listing Rules).

13. RIGHTS ARE PERSONAL TO GRANTEES

Subject to the rules in the 2026 Share Scheme, an Award shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any Award or enter into any agreement so to do. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Award or any part thereof granted to such Grantee to the extent the underlying Award Shares of which have not already been vested. For this purpose, a determination by the Board to the effect that a breach of this paragraph has occurred shall be final and conclusive.

Subject to obtaining an appropriate waiver from the Stock Exchange, an Award may be transferred to a vehicle (such as trust or private company) for the benefit of the Grantee and/or any family members of such Grantee that would continue to meet the purpose of the 2026 Share Scheme and comply with the requirements of the Listing Rules.

14. TERMINATION OF THE GRANTEE'S EMPLOYMENT OR SERVICE

In the event that the Grantee ceases to be an Eligible Participant by reason of the termination of the Grantee's employment or directorship with the Group, on grounds other than those set out in paragraph 15 to paragraph 18 below, in each case provided that none of the events which would be a ground for termination of the Grantee's employment or directorship set out in paragraph 15 arises, any outstanding Share Options or Share Awards not yet vested shall immediately lapse, unless the Board determines otherwise at its discretion, and in the case of Share Options, in respect of any Share Options already vested, the Grantee may exercise the Share Options (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 6(d) within one hundred and eighty (180) days following the date of termination, or such longer period as the Board may determine, and any Share Options not exercised shall lapse at the end of the abovementioned period.

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

15. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP FOR MISCONDUCT, BANKRUPTCY, ETC.

In the event that the Grantee ceases to be an Eligible Participant by reason of termination of his employment or directorship with any member of the Group on any one or more of the following grounds:

(a) that the Grantee has violated the articles of association of the relevant member of the Group, his/her employment contract with the relevant member of the Group, and/or Company rules and regulations, or has committed any illegal or irregular conduct;

(b) that the Grantee has been guilty of any serious misconduct;

(c) that the Grantee has been convicted of any criminal offence involving the person's integrity or honesty or in relation to an employee of any member of the Group (if so determined by the Board);

(d) that the Grantee has become insolvent, bankrupt or has made arrangements or compositions with the Grantee's creditors generally;

(e) on any other ground as determined by the Board that would warrant the termination of the Grantee's employment at common law or pursuant to any applicable laws or under the Grantee's service contract with any member of the Group,

the Grantee's Award (to the extent not yet vested) shall immediately lapse unless the Board determines otherwise at its discretion, and in the case of Share Options, any Share Options already vested but not already exercised shall immediately lapse, in each case without prejudice to the right of the Company to pursue any claim against the Grantee for any proceeds from the sale of the Shares or otherwise.

16. RETIREMENT

In the event that the Grantee ceases to be an Eligible Participant by reason of the Grantee's retirement as an employee of the Group after reaching the statutory retirement age and all retirement procedures have been completed whether in accordance with the Grantee's contract of employment or otherwise (evidenced to the satisfaction of the Board), in each case provided that none of the events which would be a ground for termination of the Grantee's employment or directorship set out in paragraph 15 arises, unvested Awards shall vest immediately from the date of termination, calculated based on the actual period served in the entire vesting period, and in the case of Share Options, in respect of any Share Options so vested, the Grantee may exercise the Share Options (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 6 within one hundred and eighty (180) days following the date of termination, or such longer period as the Board may determine, and any Share Options not exercised shall lapse at the end of the abovementioned period.

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

17. RIGHTS ON DISABILITY

In the event that the Grantee ceases to be an Eligible Participant by reason of Disability inflicted upon the Grantee (whether in the course of his performance of duty as employee or director of any member of the Group or not), in each case provided that none of the events which would be a ground for termination of the Grantee’s employment or directorship under paragraph 15 arises, unvested Awards shall vest immediately from the date of termination, calculated based on the actual period served in the entire vesting period, and in the case of Share Options, in respect of any Share Options so vested, the Grantee may exercise the Share Options (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 6(d) within one hundred and eighty (180) days following the date of termination, or such longer period as the Board may determine, and any Share Options not exercised shall lapse at the end of the abovementioned period.

18. RIGHTS ON DEATH

In the event that the Grantee ceases to be an Eligible Participant by reason of the person’s death (whether in the course of his performance of duty as employee or director of any member of the Group or not) in each case provided that none of the events which would be a ground for termination of the person’s employment or directorship under paragraph 15 arises, unvested Awards shall vest immediately from the date of termination, calculated based on the actual period served in the entire vesting period, and:

(a) in the case of Share Options, the Grantee’s Personal Representative may exercise the Share Options (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 6 within one hundred and eighty (180) days following the date of death, or such longer period as the Board may determine, and any Share Options not exercised shall lapse at the end of the abovementioned period;

(b) in the case of Share Awards, the Company shall deliver (i) such number of Award Shares or (ii) such amount which is equal to the Actual Sale Proceeds less any Purchase Price (as applicable) (hereinafter referred to as “Benefits”) of such Share Awards at its discretion to the Grantee’s estate within twenty-four (24) months following the date of death, or such other period as the Board may determine, or if the Benefits would otherwise become bona vacantia, the Benefits shall be forfeited and cease to be transferable and such Benefits shall lapse.

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

19. RIGHTS ON CESSATION FOR OTHER REASONS

In the event that the Grantee ceases to be an Eligible Participant for any reason other than the reasons specified in paragraph 14 to paragraph 18 above, the Grantee’s Award (to the extent not yet vested) shall immediately lapse provided that in each case, the Board may, in its absolute discretion, decide that such Award or any part thereof shall not so lapse or determine such conditions or limitations to which the exercise of such Award will be subject to.

20. RIGHTS ON A CORPORATE TRANSACTION

(a) If there is an event of change in control of the Company as the result of a merger, scheme of arrangement or general offer, or in the event of a dissolution or liquidation of the Company, the Board shall at its sole discretion determine whether the vesting dates of any Awards to Employee Participants will be accelerated and/or determine such conditions or limitations to which the vesting of such Award will be subject.

(b) For the purpose of paragraph 20(a), “control” shall have the meaning as specified in the Takeovers Code.

21. CANCELLATION OF AWARDS

Subject to the terms of the 2026 Share Scheme, the Board may, with the consent of the relevant Grantee, cancel any Award granted but the underlying Award Shares of which have not yet been vested, on such terms and conditions as the Board may in its absolute discretion see fit and in a manner that complies with all applicable legal requirements for such cancellation.

Where the Company cancels any outstanding Awards and makes a new grant to the same Grantee, such new grant may only be made under the 2026 Share Scheme with the available limit approved by the Shareholders as set out in paragraph 7 above. The Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

22. EFFECT OF ALTERATIONS TO SHARE CAPITAL

In the event of any alteration in the capital structure of the Company whilst any Award remains exercisable or the 2026 Share Scheme remains in effect, and such event arises from a capitalisation issue, rights issue, sub-division or consolidation or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction), then, in respect of any such adjustments (other than any made on a capitalisation issue) the Company shall instruct the Auditors or independent financial adviser to certify in writing to the Board the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular Grantee, to:

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(1) the number or nominal amount of Shares to which the 2026 Share Scheme or any Awards relates (insofar as it is/they are unexercised); and/or

(2) the Exercise Price or Purchase Price of any unexercised Award, and an adjustment as so certified by the Auditors or the independent financial adviser shall be made, provided that:

(a) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

(b) any such adjustment shall be made on the basis that a Grantee shall be given the same proportion of the issued share capital of the Company for which such Grantee would have been entitled to subscribe or purchase had the person exercised all the Awards held by him immediately prior to such event (as interpreted in accordance with FAQ13 – No. 16 (the “FAQ”) and the related Appendix 1 entitled “Supplementary Guidance on MB Rule 17.03(13)/GEM Rule 23.03(13) and the Note to the Rule” published by the Stock Exchange (the “Supplemental Guidance”) or any further or updated guidance or interpretation of the Listing Rules issued by the Stock Exchange from time to time);

(c) the issue of securities of the Company for cash or as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

(d) in respect of any such adjustments, the Auditors or the independent financial adviser must confirm to the Board in writing that the adjustments satisfy the requirements set out in the above, the requirements of Rule 17.03(13) of the Listing Rules, the FAQ, any relevant provisions of the Listing Rules and any guidance/interpretation of the Listing Rules issued by the Stock Exchange and the note thereto from time to time.

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

Subject to the above principles and certification procedures and any further or updated guidance or interpretation of the Listing Rules issued by the Stock Exchange from time to time, the default method of adjustment is set out below:

(1) In the case of a capitalisation issue or rights issue, the Company would calculate the adjusted number of Awards and adjusted exercise price by applying the formula prescribed (and as updated from time to time) by the Stock Exchange in section I entitled "Capitalisation or Bonus Issue and Rights Issue or Open Offer of Shares" of the Supplemental Guidance published by the Stock Exchange, set out below:

New number of Awards = Existing Awards x F

New Exercise Price = Existing Exercise Price x $\frac{1}{F}$

Where:

$$ F = \frac{\text{CUM}}{\text{TEEP}} $$

CUM = Closing price as shown in the daily quotation sheet of the Stock Exchange on the last day of trading before going ex-entitlement

$$ \text{TEEP (Theoretical ex entitlement price)} = \frac{\text{CUM} + [M \times R]}{1 + M} $$

M = Entitlement per existing Share

R = Subscription price

(2) In the case of a consolidation or subdivision of share capital, the Company would calculate the adjusted number of Awards and exercise price by applying the formula prescribed (and as updated from time to time) by the Stock Exchange in section II entitled "Subdivision or Consolidation of Shares" of the Supplemental Guidance, set out below:

New number of Awards = Existing Awards x F

New Exercise Price = Existing Exercise Price x $\frac{1}{F}$

Where F = Subdivision or consolidation factor

Any dispute arising in connection with the number of Shares of an Award and any of the matters referred to this section shall be referred to the decision of the Auditors or the independent financial advisers of the Company who shall act as experts and not as arbitrators and whose decision, in the absence of manifest error, shall be final, conclusive and binding on all persons who may be affected thereby.

APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

23. RANKING OF SHARES

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

Shares allotted and issued upon the exercise of an Award will be subject to all the provisions of the Articles and will rank pari passu in all respects with the other existing Shares in issue on the date of allotment and issue of the relevant Shares (the "Allotment Date") other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Allotment Date. The Shares allotted and issued upon the exercise of an Award shall not carry any right of a Shareholder (including voting rights) until registration of the Grantee as the holder thereof on the register of members of the Company.

After vesting of the Awards, if the Grantee elects to sell the underlying Shares of such vested Awards, such sale (including the timing thereof) shall be conducted in accordance with the requirements of the Company in effect from time to time.

24. DURATION OF THE 2026 SHARE SCHEME

The 2026 Share Scheme shall be valid and effective for the period commencing on the Adoption Date and expiring on the Termination Date, after which period no further Awards will be granted but the provisions of the 2026 Share Scheme shall remain in force to the extent necessary to give effect to the exercise of any Awards granted on or prior to the Termination Date or otherwise as may be required in accordance with the provisions of the 2026 Share Scheme.

25. ALTERATIONS TO THE TERMS OF THE 2026 SHARE SCHEME

The 2026 Share Scheme may be altered in any respect by a resolution of the Board provided that:

(a) any alteration to the terms and conditions of the 2026 Share Scheme which is of a material nature or any alteration in relation to any matter contained in Rule 17.03 of the Listing Rules to the advantage of the Eligible Participants must be approved by the Shareholders in a general meeting of the Company;

(b) any change to the terms of Awards granted to a Grantee must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) (except any changes which take effect automatically under the terms of the 2026 Share Scheme);

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APPENDIX IV SUMMARY OF PRINCIPAL TERMS OF 2026 SHARE SCHEME

(c) any change to the authority of the Directors or the administrator of the 2026 Share Scheme to alter the terms of the 2026 Share Scheme must be approved by the Shareholders in a general meeting of the Company; and

(d) the amended terms of the 2026 Share Scheme or the Awards shall remain in compliance with Chapter 17 of the Listing Rules.

26. CONDITION OF THE 2026 SHARE SCHEME

The adoption of the 2026 Share Scheme is conditional upon the passing of an ordinary resolution to approve and adopt the 2026 Share Scheme by the Shareholders in a general meeting of the Company.

27. LAPSE OF AWARDS

The Exercise Period in respect of any Award shall automatically terminate and that Award (to the extent not already exercised) shall automatically lapse on the earliest of:

(a) subject to paragraph 14 to paragraph 20, the expiry of the Exercise Period;

(b) the date on which the Grantee commits a breach of paragraph 13;

(d) the date of the grant of a winding-up order against the Company.

28. TERMINATION

The Company by the approval of the Board may at any time terminate the operation of the 2026 Share Scheme. In such event, no further Awards will be offered but in all other respects, the provisions of the 2026 Share Scheme shall remain in force to the extent necessary to give effect to the exercise of any Awards granted prior thereto or otherwise as may be required in accordance with the provisions of the 2026 Share Scheme and the Awards granted prior to such termination shall continue to be valid and exercisable in accordance with the 2026 Share Scheme.

29. MISCELLANEOUS

The Company will bear the costs of establishing and administering the 2026 Share Scheme.

The terms of the 2026 Share Scheme (and any other schemes adopted by the Company from time to time) shall be in accordance with the requirements set out in Chapter 17 of the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

XtalPi

晶泰科技

XtalPi Holdings Limited

晶泰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2228)

Notice is hereby given that the annual general meeting (the "Annual General Meeting") of XtalPi Holdings Limited (the "Company") will be held at Multi-functional Meeting Room, 3/F, Second Phase of the International Biomedical Industrial Park, No. 2 Hongliu Road, Futian District, Shenzhen, PRC on Wednesday, 20 May 2026 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

To receive the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2025.
(a) To re-elect Dr. Ma Jian as an executive director of the Company;

(b) To re-elect Dr. Lai Lipeng as an executive director of the Company;

(d) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration.
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

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NOTICE OF ANNUAL GENERAL MEETING

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

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

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

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

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

"THAT:

(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares of the Company) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements, options and awards (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors pursuant to the mandate in paragraph (a) above, together with the treasury shares of the Company transferred or resold by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

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

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NOTICE OF ANNUAL GENERAL MEETING

(ii) any issue of shares under a share scheme of the Company;

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or

(iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company,

not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

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

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

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

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

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

NOTICE OF ANNUAL GENERAL MEETING

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

"THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition thereto of such number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

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

"THAT:

(a) the share scheme of the Company (the "2026 Share Scheme") (a copy of which is tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose) be and are hereby approved and adopted, and the Directors be and are hereby authorised, (i) to grant share options and share awards in accordance with the 2026 Share Scheme; (ii) to allot, issue, and deal with (including any transfer of treasury shares of the Company) from time to time such number of award shares as may be required to be issued pursuant to the exercise of the options and awards under the 2026 Share Scheme; (iii) to administer the 2026 Share Scheme; (iv) to modify and/or amend the 2026 Share Scheme from time to time provided that such modification or amendment is effected in accordance with the terms of the 2026 Share Scheme and subject to the Listing Rules; and (v) to do such acts and things and enter into such transactions, arrangements and agreements as the Directors may in their sole discretion consider necessary, desirable or expedient in order to give full effect to and implement the 2026 Share Scheme; and

(b) the total number of Shares which may be issued (including any transfer of treasury shares of the Company) in respect of all options and awards to be granted under the 2026 Share Scheme and any other share schemes of the Company as may from time to time be adopted by the Company shall not exceed 204,406,365 Shares."

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

"THAT the Tenth amended and restated memorandum and articles of association of the Company (the "New Articles"), a copy of which has been produced to the meeting marked "B" and for identification purpose signed by the Chairman of the meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect and that the directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles, including attending to any registration and/or filing of the New Articles and all requisite documents for and on behalf of the Company."

By Order of the Board

XtalPi Holdings Limited

Dr. Wen Shuhao

Chairman of the Board and Executive Director

Hong Kong, 17 April 2026

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution to be voted by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://www.xtalpi.com) in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend, speak and vote at the meeting is entitled to appoint a proxy, or if a shareholder who is the holder of two or more shares may appoint more than one proxy to attend, speak and vote instead of him/her/it. A proxy needs not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/ her/it.
In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 18 May 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

NOTICE OF ANNUAL GENERAL MEETING

The record date for determining the entitlement of the holders of Shares to attend, speak and vote at the Annual General Meeting will be 20 May 2026. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Friday, 15 May 2026 to Wednesday, 20 May 2026, both dates inclusive, during which period no transfer of share(s) of the Company will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holder(s) of share(s) of the Company shall ensure that all transfer document(s) accompanied by the relevant share certificate(s) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 14 May 2026.
References to time and dates in the Notice are to Hong Kong time and dates.

As at the date of this Notice, the Board comprises Dr. Wen Shuhao, Dr. Ma Jian, Dr. Lai Lipeng and Dr. Jiang Yide Alan as executive Directors, and Mr. Law Cheuk Kin Stephen, Ms. Chan Wing Ki and Mr. Chow Ming Sang as independent non-executive Directors.

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AI assistant

XtalPi Holdings Limited — Proxy Solicitation & Information Statement 2026

50461_rns_2026-04-17_e8071f91-c310-43e1-ac78-d75b1128f7df.pdf

DEFINITIONS

DEFINITIONS

XtalPi

晶泰科技

XtalPi Holdings Limited

晶泰控股有限公司

1. INTRODUCTION

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

4. RE-APPOINTMENT OF AUDITOR

5. PROPOSED RE-ELECTION OF DIRECTORS

6. PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. PROPOSED ADOPTION OF THE 2026 SHARE SCHEME

8.1 Introduction

8.2 Purpose

8.3 Condition

8.4 Eligible Participants

Employee Participants

8.5 Vesting Period

8.6 Maximum number of Shares subject to the 2026 Share Scheme

8.7 Performance targets and clawback mechanism

8.8 Others

8.9 Document on display

9. RECOMMENDATION

10. RESPONSIBILITY STATEMENT

3. FUNDING OF SHARE REPURCHASE

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF SHARES

6. GENERAL

3. Mr. Law Cheuk Kin Stephen (羅卓堅)

3. ELIGIBLE PARTICIPANTS AND THE BASIS OF ELIGIBILITY

4. OFFER AND ACCEPTANCE

5. VESTING PERIOD

6. EXERCISE PRICE AND PURCHASE PRICE AND EXERCISE OF AWARDS

7. SCHEME LIMIT AND ADDITIONAL APPROVALS

The Scheme Mandate Limit

Share consolidation or sub-division

Refreshment

Grant in excess of the Scheme Mandate Limit

8. GRANT OF AWARDS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

9. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT

10. TIME OF EXERCISE OF OPTIONS

11. PERFORMANCE TARGET(S) AND CLAWBACK MECHANISM

12. RESTRICTIONS ON THE TIME OF OFFER

13. RIGHTS ARE PERSONAL TO GRANTEES

14. TERMINATION OF THE GRANTEE'S EMPLOYMENT OR SERVICE

15. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP FOR MISCONDUCT, BANKRUPTCY, ETC.

16. RETIREMENT

17. RIGHTS ON DISABILITY

18. RIGHTS ON DEATH

19. RIGHTS ON CESSATION FOR OTHER REASONS

20. RIGHTS ON A CORPORATE TRANSACTION

21. CANCELLATION OF AWARDS

22. EFFECT OF ALTERATIONS TO SHARE CAPITAL

23. RANKING OF SHARES

24. DURATION OF THE 2026 SHARE SCHEME

25. ALTERATIONS TO THE TERMS OF THE 2026 SHARE SCHEME

26. CONDITION OF THE 2026 SHARE SCHEME

27. LAPSE OF AWARDS

28. TERMINATION

29. MISCELLANEOUS

XtalPi

晶泰科技

XtalPi Holdings Limited

晶泰控股有限公司

ORDINARY RESOLUTIONS

"THAT:

SPECIAL RESOLUTION

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XtalPi Holdings Limited Proxy Solicitation & Information Statement 2026