Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2020

Dec 2, 2020

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zhongguancun Science-Tech Leasing Co., Ltd., 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.

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

AND

NOTICE OF THE 2020 FIRST EXTRAORDINARY

GENERAL MEETING

The notice convening the Extraordinary General Meeting of Zhongguancun Science-Tech Leasing Co., Ltd. to be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Wednesday, December 23, 2020 at 3:00 p.m. thereof respectively is set out on pages 15 to 16 of this circular.

The form of proxy for use at the Extraordinary General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zgclease.com). Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for the holding of the Extraordinary General Meeting (i.e. before 3:00 p.m. on Tuesday, December 22, 2020). Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish.

December 2, 2020

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed adoption of share appreciation rights incentive plan and grant scheme. . . . . . .	4
Extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Proposed adoption of share appreciation rights
incentive plan and grant scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of The 2020 First Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company, as amended from time to time
“Board”	the board of directors of the Company
“Company”	Zhongguancun Science-Tech Leasing Co., Ltd. (中關村科技租賃股
	份有限公司), a joint stock company incorporated under the laws of
	the PRC with limited liability, H Shares of which are listed on the main
	board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Domestic Lawyer”	Beijing Shengda Law Firm, a licensed corporation to provide Chinese
	legal advice, being the Chinese lawyer to advise on whether the proposed
	adoption of share appreciation rights incentive plan and grant scheme are
	conform to relevant laws and regulations, administrative regulations and
	the Articles of Association
“Domestic Share(s)”	the domestic share(s) with a nominal value of RMB1.00 each in the share
	capital of the Company, which are subscribed for or credited as fully
	paid in RMB
“Domestic Shareholder(s)”	the holder(s) of the Domestic Share(s)
“Extraordinary General	the extraordinary general meeting of the Company to be held on
Meeting”	Wednesday, December 23, 2020 at 3:00 p.m. to consider and, if thought
	fit, to approve the resolution contained in the notice of the meeting which
	is set out on pages 15 to 16 of this circular
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“H Share(s)”	the overseas listed foreign share(s) with a nominal value of RMB1.00
	each in the share capital of the Company, which are subscribed for and
	traded in HK dollars and listed on the Stock Exchange
“H Shareholder(s)”	the holder(s) of the H Share(s)
“Independent Board	an independent board committee comprising all independent
Committee”	non-executive Directors, for the purpose of providing advice to the
	Shareholders in respect of the proposed adoption of share appreciation
	rights incentive plan and grant scheme
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

• “Participant(s)” senior and middle management team and other key staff of the company who are qualified to participate in the plan in accordance with the provisions of the share appreciation rights incentive plan

“PRC” or “China” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)” collectively, the Domestic Share(s) and the H Share(s)

“Share Appreciation Rights” the share appreciation rights granted under the share appreciation rights incentive plan, representing the rights conferred to the Participants to receive stipulated earnings from the increase in share price of H Shares, subject to specific timeframe and conditions. The Participants do not own the ownership of these shares, nor do they have the voting right and allotment right. The Share appreciation rights cannot be transferred and used for guarantee, debt repayment, etc

• “Shareholder(s)” the holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Supervisor(s)” the supervisor(s) of the Company

“ZGC Group” Zhongguancun Development Group Co., Ltd. ( 中關村發展集團股份 有限公司 ), a company incorporated under the laws of the PRC with limited liability on March 31, 2010 and also a controlling shareholder of the Company

– 2 –

LETTER FROM THE BOARD

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

Non-executive Directors: Mr. DUAN Hongwei (Chairman) Mr. LOU Yixiang Mr. ZHANG Shuqing Mr. LI Peng

Executive Directors: Mr. HE Rongfeng Mr. HAUNG Wen

Independent Non-executive Directors: Mr. CHENG Dongyue Mr. WU Tak Lung Ms. LIN Zhen

Registered Office: 1610, 16/F Building 101 (2-16/F) No. 21 Rongda Road Chaoyang District, Beijing the PRC

Headquarters and Principal Place of Business in China: Floor 5 & 6, Suite 7, Courtyard 2 No. 1 West Third Ring North Road Haidian District, Beijing the PRC

Principal Place of Business in Hong Kong: 40th Floor, Sunlight Tower 248 Queen’s Road East Wanchai, Hong Kong

To the Shareholders

Dear Sir/Madam,

PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME AND NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the Extraordinary General Meeting and to provide you with information reasonably necessary to enable you to make informed decision on whether to vote for or against the resolution to be proposed at the Extraordinary General Meeting as described below.

– 3 –

LETTER FROM THE BOARD

PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

Reference is made to the announcement of the Company dated November 27, 2020 in relation to the proposed adoption of the Company’s share appreciation rights incentive plan (the “ Plan ”) and the scheme for grant under the share appreciation rights incentive plan (the “ Grant Scheme ”). In respect of the Directors attending the Board meeting, Directors Mr. DUAN Hongwei, Mr. HE Rongfeng and Mr. HUANG Wen were considered to have material interests by virtue of being the Participants under the Grant Scheme and had thus abstained from voting on the relevant Board resolution(s).

The Request for Instruction on Share Appreciation Rights Incentive Programme has been approved by the Administrative Committee of Zhongguancun Science Park on November 6, 2020 and the Plan and the Grant Scheme will be submitted to the Extraordinary General Meeting for the Shareholders’ consideration and approval, a summary of which is set out in Appendix I to this circular.

Reasons for the adoption of the Plan

The Plan is formulated by the Company in accordance with the Notice on Further Improving the Equity Incentive Work of the Listed Companies Controlled by Central Enterprises (《關於進一步做 好中央企業控股上市公司股權激勵工作有關事項的通知》), the Notice on Issues concerning Regulating the Implementation of Equity Incentive Scheme by State-Controlled Listed Companies (《關 於規範國有控股上市公司實施股權激勵制度有關問題的通知》), the Provisional Measures on Implementation of Equity Incentive Schemes by State-Controlled (Overseas) Listed Companies (《國有 控股上市公司 ( 境外 ) 實施股權激勵試行辦法》), and the relevant regulations of the State-owned Assets Supervision and Administration Commission ( 國務院國有資產監督管理委員會 ), in order to realize the Company’s long-term strategic objectives, promote the continuous growth of the Company’s shareholder value, link the interests of employees and the Company, fully mobilize the enthusiasm and creativity of the Company’s senior and middle managers and core personnel, establish a benefit sharing mechanism between the Company and the core team, and enhance the Company’s ability to attract, motivate and retain talents. The Company expects to:

• (1) Establish a long-term incentive and restraint mechanism that conforms to the law of market economy and meets the needs of the Company’s development strategy, so as to promote the long-term development of the Company and maximize the value of Shareholders; and

• (2) Optimize the salary structure of key employees of the Company, make the Company’s salary system more competitive, and provide system guarantee for attracting and stabilizing the core personnel to serve the company for a long time.

– 4 –

LETTER FROM THE BOARD

General information

No Participants actually hold shares or have any rights that Shareholders have, such as voting right and allotment right, etc. Participants shall not, without approval, dispose of Share Appreciation Rights, including but not limited to transfer, guarantee, or repayment of debts. Participants shall refrain from any act that may damage the interests of the Company, including gross misconduct, violation of relevant national laws and regulations and the Company has sufficient evidence to prove that the Participants damage the Company’s interests and reputation by taking bribes, asking for bribes, embezzlement and theft, disclosing the Company’s business and technical secrets, implementing related party transactions and behave that has a significant negative impact on the Company’s image during his term of office, thus causing losses to the Company; otherwise, the Participants will be disqualified the entitlement of Share Appreciation Rights by the Company.

Pursuant to the Plan, each Share Appreciation Right is related to a H Share, and Share Appreciation Rights will be settled in cash, and thus there will be no influence on the total number of issued Shares or dilution effect on Shares. The Plan and the Grant Scheme do not involve any grant of options which require the Company or any of its subsidiaries to issue any new shares or other new securities and are therefore not subject to or governed by Chapter 17 of the Listing Rules.

For the purpose of carrying out specific matters relating to the Grant Scheme, the Board recommends the Shareholders to authorise the Board to be responsible for the specific organization, implementation, interpretation, management and revision of the Plan.

Opinions of Independent Board Committee and Domestic Lawyer

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen, has been established to advise the Shareholders in relation to the proposed adoption of share appreciation rights incentive plan and grant scheme. The Company has appointed Beijing Shengda Law Firm as the Domestic Lawyer to provide advice on whether the proposed adoption of share appreciation rights incentive plan and grant scheme are conform to relevant laws and regulations, administrative regulations and the Articles of Association.

The letter from the Independent Board Committee is set out on page 7 of this circular.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Wednesday, December 23, 2020 at 3:00 p.m..

The notice of the Extraordinary General Meeting is set out on pages 15 to 16 of this circular, respectively.

– 5 –

LETTER FROM THE BOARD

Shareholders who intend to attend the Extraordinary General Meeting by proxy are required to complete and return the form of proxy, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. before 3:00 p.m. on Tuesday, December 22, 2020). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Thursday, December 17, 2020 to Wednesday, December 23, 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for Domestic Shareholders) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Wednesday, December 16, 2020, for registration.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, the votes of Shareholders at the Extraordinary General Meeting must be taken by poll.

RECOMMENDATION

The Directors are of the view that the resolution set out in the notice of the Extraordinary General Meeting to be considered and approved by the Shareholders is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favor of the resolution to be proposed at the Extraordinary General Meeting.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee; and (ii) the Appendix contained in this circular.

By order of the Board Zhongguancun Science-Tech Leasing Co., Ltd. DUAN Hongwei Chairman

Beijing, the PRC, December 2, 2020

– 6 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

December 2, 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

We refer to the circular issued by the Company to Shareholders dated December 2, 2020 of which this letter forms part. Terms defined in such circular shall have the same meanings when used in this letter unless the context otherwise requires.

We have been appointed by the Board to advise the Shareholders as to whether the proposed adoption of share appreciation rights incentive plan and grant scheme are beneficial to the long-term development of the Company, and in the interests of the Company and the Shareholders as a whole.

Beijing Shengda Law Firm has been appointed as the Domestic Lawyer to advise whether the proposed adoption of share appreciation rights incentive plan and grant scheme are conform to relevant laws and regulations, administrative regulations and the Articles of Association.

Shareholders are recommended to read the letter from the Board contained in such circular as well as the additional information set out in such circular.

Having considered the proposed adoption of share appreciation rights incentive plan and grant scheme, we are of the opinion that the proposed adoption of share appreciation rights incentive plan and grant scheme are beneficial to the long-term development of the Company, and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the Extraordinary General Meeting to approve the proposed adoption of share appreciation rights incentive plan and grant scheme.

Yours faithfully,

For and on behalf of

Independent Board Committee

Zhongguancun Science-Tech Leasing Co., Ltd.

Mr. CHENG Dongyue

Mr. WU Tak Lung

Independent Independent non-executive Director non-executive Director

Ms. LIN Zhen

Independent non-executive Director

– 7 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

PROPOSED ADOPTION OF THE PLAN AND THE GRANT SCHEME

Summaries of the Plan and the Grant Scheme are set out as follows:

I. The Plan

A summary of the principal terms of the Plan is set out below:

Incentive instrument: Under the Plan, the Share Appreciation Rights are used as an incentive instrument. Subject to the satisfaction of the conditions for the entry into force and the vesting arrangement, each Share Appreciation Right granted to a Participant under the Plan will entitle the Participant to obtain, on the vesting date during the term of the Plan, the excess of the closing price over the exercise price of a share of the Company at the exercise date, which will be paid by the Company in cash. The Participants do not own these shares, nor do they have the voting right, allotment right. The Share Appreciation Rights cannot be transferred or used for guarantee and debt repayment, etc.

• Conditions for the The entry into force of the Plan is subject to the fulfillment of the entry into force of following conditions: (1) Meeting Minutes of the CPC Zhongguancun the Plan: Development Group Co., Ltd. (2020) the 19th (《中共中關村發展集 團股份有限公司委員會會議紀要》 (2020) 第 19 次 ) by the Party Committee Office of ZGC Group; (2) Opinions on issues related to Share Appreciation Rights of Zhongguancun Science-Tech Leasing Co., Ltd. (《關於中關村科技租賃股份有限公司股票增值權相 關事項的意見》) by the Administrative Committee of Zhongguancun Science Park; and (3) approval for adoption of the Plan by the Board and submission to the general meeting of the Company for approval.

• Effective date and term:

• The effective date of the Plan is the date of fulfillment of the above conditions. The Plan is valid for a term of five (5) years from the effective date.

• Participants:

Participants include core personnel who have an impact on the results of operations and sustainable development of the Company and exclude independent non-executive directors and supervisors of the Company.

– 8 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

Number of Share Appreciation Rights granted:

Vesting arrangement:

The total number of the H shares in relation to the total number of Share Appreciation Rights granted during the term of the Plan shall not exceed one percent (1%) of the total issued share capital of the Company as at the Plan approval date. If the total number of the H shares of the Company in relation to Share Appreciation Rights (including those exercised and unexercised) granted to any one Participant through all incentive plans in effect exceeds one percent (1%) of the total issued share capital of the Company, the Company will not further grant Share Appreciation Rights under the Plan to such Participant pursuant to the Plan.

The exercise restriction period of the Plan is 2 years from the grant date of the Share Appreciation Rights, and the Participants shall not exercise during the exercise restriction period. After the end of the exercise restriction period, the Share Appreciation Rights will come into effect in three batches with the effective ratio of 1/3, 1/3 and 1/3 respectively. The actual effective proportion of each batch will be determined according to the Company’s performance assessment results and the individual performance assessment results of the Participants. In principle:

• (1) one third (1/3) of the total number of Share Appreciation Rights granted to each grantee will vest after two years (24 months) from the grant date;

• (2) the other one third (1/3) of the total number of Share Appreciation Rights granted to each grantee will vest after three years (36 months) from the grant date; and

• (3) the remaining one third (1/3) of the total number of Share Appreciation Rights granted to each grantee will vest after four years (48 months) from the grant date.

Only vested Share Appreciation Rights can be exercised, while unvested portions shall not be exercised.

In addition to the aforesaid vesting arrangement, the Board has the power to set specific business indicators and objectives according to the specific business conditions of the Company, and define the same as additional conditions for the vesting of Shares Appreciation Rights, upon the approval of the general meeting of the Company, and adjust the number of vested appreciation rights according to the fulfillment of constraint conditions as to performance.

– 9 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

Conditions for the vesting of Share Appreciation Rights:

Performance conditions (including performance assessment indicators of the Company and performance assessment requirements for Participants) under Share Appreciation Rights shall be specified by the Board for Share Appreciation Rights vesting for each tranche, which shall not be exercised until all performance assessment indicators reach the objectives set for the period.

Exercise price:

The exercise price of each Share Appreciation Right granted under the Plan is the highest of:

• (1) the closing price of H share of the Company as stated in the daily quotation sheet of the Stock Exchange on the date of grant of Share Appreciation Right;

• (2) the average closing price of H share of the Company as stated in the daily quotation sheet of the Stock Exchange for five consecutive trading days immediately prior to the date of grant of Share Appreciation Right; and

• (3) the nominal value of H share of the Company.

II. GRANT SCHEME

Participants granted by the Company under the Plan include:

The senior and middle management team and other key talents contributing to the Company’s performance and sustainable development when acting the Plan, excluding independent non-executive directors and supervisors of the Company, and the performance and years of employment of the Participants meet the Company’s requirements.

From the above, the total number of Participants for the grant under the Plan is 46 employees, approximately accounting for 39% of the total number of employees of the Company.

The total number of H shares of the Company in relation to the grant of the Share Appreciation Rights is 13,120,000 H shares, accounting for 0.984% of the total share capital of the Company, without reserved H shares. The number of Share Appreciation Rights granted accounts for less than 1% of the total share capital of the Company.

The Company determines the number of Share Appreciation Rights to be granted to a Participant according to the requirement that the expected value of the Share Appreciation Right granted to an individual not exceed 40% of its total salary level (including annual total cash and the expected value of the equity incentive) upon the grant.

– 10 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

The numbers of Share Appreciation Rights granted to personnel of the Company at all levels are set out as follows:

					As a
			Number of	As a	Percentage of
			Appreciation	Percentage of	the Total
			Rights Granted	the Total	Number of
			(10 thousand	Number	Shares of
S/N	Name	Title	shares)	Granted	the Company
1	DUAN Hongwei	Chairman	67	5.107%	0.050%
2	HE Rongfeng	Executive director, and	67	5.107%	0.050%
		general manager
3	HUANG Wen	Executive director,	53	4.040%	0.040%
		and deputy general
		manager
4	DOU Jiyan	Deputy general	53	4.040%	0.040%
		manager and head
		of risk management
		team
5	YANG Pengyan	Deputy general	53	4.040%	0.040%
		manager
6	LIU Shouquan	General manager	53	4.040%	0.040%
		assistant
7	LIANG Jingji	General manager	53	4.040%	0.040%
		assistant
8	GAO Wei	Board secretary,	53	4.040%	0.040%
		company secretary
		and head of finance
		team
Sub-total	8		452	34.451%	0.339%
Total for	38		860	65.549%	0.645%
other
personnel
Total	46		1,312	100%	0.984%

The number of the H shares of the Company in relation to Share Appreciation Rights granted to any Participant does not exceed 1% of the total share capital of the Company.

– 11 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

GRANT CONDITIONS OF THE GRANT SCHEME

The Company shall not grant Share Appreciation Rights to a Participant pursuant to the Grant Scheme until both the Company and the Participant satisfy the following conditions:

(1) Company performance assessment conditions

The Share Appreciation Rights shall not be granted unless the performance assessment of the Company reaches the set target. The performance targets of the Company are formulated in combination with the average performance level of the Company in recent three years and the 50th percentile level of benchmarking enterprises, and comprehensively considering the macroeconomic environment, industry development status, market competition, future development plan, realization possibility and incentive effect of the Company’s employees. The specific performance conditions are set as follows:

Performance Indicator	Performance conditions of grant	Performance conditions of grant
	Vertical comparison with the Company	Horizontal comparison with the benchmarking enterprises
Return on assets (“ROA”)	The ROA in 2019 is not lower than the average performance level of the Company in recent three years, that is 2%	The ROA, the year-on-year growth rate of net profit and total operating revenue is not lower than the 50th percentile level of benchmarking enterprises in 2019
Growth rate of net profit	The year-on-year growth rate of net profit in 2019 is not lower than the average performance level of the Company in recent three years, that is 16%
Growth rate of total operating revenue	The year-on-year growth rate of total operating revenue in 2019 is not lower than the average performance level of the Company in recent three years, that is 13%

(2) Individual performance assessment conditions

The Participants performance assessment should be “Qualified” or above in the last year.

If the Company fails to satisfy the grant conditions, it shall not grant any Share Appreciation Rights pursuant to the Grant Scheme. If the Participant fails to satisfy the grant conditions, the Company shall not grant any Share Appreciation Rights to such Participant pursuant to the Grant Scheme.

– 12 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

COMPANY PERFORMANCE CONDITIONS FOR THE ENTRY INTO FORCE OF THE GRANT SCHEME

The granted Share Appreciation Rights shall not take effect unless the performance assessment of the Company reaches the set target. The performance targets of the Company are formulated in combination with the average performance level of the Company in recent three years, the actual performance level in 2019, the 75th percentile level of benchmarking enterprises and the third level of benchmarking enterprises, and comprehensively considering the macroeconomic environment, industry development status, market competition, future development plan, realization possibility and incentive effect on employees of the Company The specific performance conditions are set as follows:

Performance Indicator	Performance conditions of effectiveness	Performance conditions of effectiveness
	Vertical comparison with the Company	Horizontal comparison with the benchmarking enterprises
ROA	The ROA in the assessment period shall not be lower than the level in 2019	The ROA in the last year, the year-on-year growth rate of net profit are not lower than the 75th percentile level of benchmarking enterprises, or the Company’s performance ranking is not lower than the top three of benchmarking enterprises
Growth rate of net profit1	Based on the net profit in 2019, the net profit in 2021, 2022 and 2023 will not be less than RMB186 million, RMB216 million and RMB250 million, respectively, which should be equivalent to the annual compound growth rate of not less than 16% during the assessment period
Compound growth rate of total operating revenue2	Based on the total operating revenue in 2019, the compound annual growth rate during the assessment period shall not be less than 15%	–
Non performing asset ratio	The Company’s performance assessment meets the requirements in the current year	–
Cash dividends	Not less than 35% of the profit available for distribution in the current year

1 Net profit attributable to shareholders of parent company after deducting non-recurring profit and loss.

2 Considering the Company’s steady development policy and the availability of equity incentive, the growth rate of total operating revenue is mainly based on its own vertical comparison.

– 13 –

APPENDIX I PROPOSED ADOPTION OF SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND GRANT SCHEME

GRANT DATE OF THE SHARE APPRECIATION RIGHTS

The grant date of the Share Appreciation Rights shall be determined by the Board, subject to the review and approval by relevant regulatory authorities, the approval by the general meeting of the Company, and satisfaction of the grant conditions.

EFFECTIVE AND EXERCISE ARRANGEMENTS FOR THE GRANT SCHEME

The exercise restriction period of the Plan is 2 years from the grant date of the Share Appreciation Rights, and the Participants shall not exercise during the exercise restriction period. After the end of the exercise restriction period, the Share Appreciation Rights will come into effect in three batches with the effective ratio of 1/3, 1/3 and 1/3 respectively. The actual effective proportion of each batch will be determined according to the Company’s performance assessment results and the individual performance assessment results of the Participants. The details of effective arrangement are as follows:

Effective arrangement	Effective Date	Effective Ratio
The first effective date	The first trading day after the expiration of 24 months from the grant date	1/3
The second effective date	The first trading day after the expiration of 36 months from the grant date	1/3
The third effective date	The first trading day after the expiration of 48 months from the grant date	1/3

The exercise period of the Plan is 3 years from the first effective date. If the exercise period is exceeded, the Share Appreciation Rights will automatically become invalid and cannot be exercised.

During the exercise period, the Company sets up around 1 to 2 exercise windows each year for the Participants to submit the exercise application. The Participants can exercise the Share Appreciation Rights that have already taken effect. The Company cashes the difference between the average trading price of the Company’s H shares and the exercise price on the same day to the Participants. 20% of the cash income from the exercise of the Participants who are the Company’s Directors and senior managers can only be cashed after the Participants pass the assessment at the expiration of their term of office.

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2020 first extraordinary general meeting (the “ Extraordinary General Meeting ”) of Zhongguancun Science-Tech Leasing Co., Ltd. (the “ Company ”) will be held on Wednesday, December 23, 2020 at 3:00 p.m. at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the People’s Republic of China (the “ PRC ” or “ China ”), for the purposes of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

1. To consider and approve proposed adoption of share appreciation rights incentive plan and grant scheme.

By order of the Board Zhongguancun Science-Tech Leasing Co., Ltd. DUAN Hongwei Chairman

Beijing, the PRC, December 2, 2020

Notes:

1. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Thursday, December 17, 2020 to Wednesday, December 23, 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for holders of domestic shares) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H shares) not later than 4:30 p.m. on Wednesday, December 16, 2020, for registration.

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

2. PROXY

Shareholders entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporate body, the form of proxy must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.

The form of proxy together with the power of attorney or other authorisation documents (if any) must be lodged at the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for holders of domestic shares) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) in person or by post not less than 24 hours before the time fixed for holding the Extraordinary General Meeting (i.e. before 3:00 p.m. on Tuesday, December 22, 2020) or any adjournment thereof (as the case may be). Shareholders can still attend and vote in person at the Extraordinary General Meeting upon completion and return of the form of proxy.

3. CONTACT DETAILS OF THE COMPANY

Contact Address: Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC Contact Person: HE Rongfeng/GAO Wei Contact Telephone: (86) 010 8345 3806/(86) 010 8345 3921 Contact Fax: (86) 010 8345 3809

4. VOTING BY POLL

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the Extraordinary General Meeting must be taken by poll.

5.

OTHER BUSINESS

The Extraordinary General Meeting is expected to last for approximately half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

Shareholders or their proxies attending the Extraordinary General Meeting shall produce their identity documents.

The details about the aforesaid resolution proposed at the Extraordinary General Meeting are set out in the circular of the Company dated December 2, 2020.

As at the date of this notice, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. LI Peng as non-executive Directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.

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