00057 震雄集团展示文件：二零二五年股份奖励计划

CHEN HSONG HOLDINGS LIMITED

震雄集团有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00057)

RULES RELATING TO

THE 2025 SHARE AWARD SCHEME

(Adopted on [*] 2025)

TABLE OF CONTENTS

Clause Page

1. DEFINITIONS . 1

2. CONDITIONS . 4

3. PURPOSE, DURATION AND ADMINISTRATION . 4

4. GRANT OF AWARDS . 6

5. RIGHTS OF A GRANTE IN RELATION TO AN AWARD OR SHARES

REFERABLE TO THE AWARD . 9

6. VESTING OF AWARDS . 9

7. CONSEQUENCES OF VESTING . 11

8. LAPSE OF AWARDS. 12

8A. CLAWBACK MECHANISM . 13

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION . 13

10. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE PARTICIPANT 15

11. REORGANISATION OF CAPITAL STRUCTURE . 16

12. SHARE CAPITAL . 17

13. DISPUTES . 17

14. WITHOLDING . 17

15. ALTERATION OF THIS SCHEME AND AWARDS . 18

16. TERMINATION . 19

17. CANCELATION OF AWARDS . 19

18. MISCELANEOUS . 19

CHEN HSONG HOLDINGS LIMITED

Rules Relating to the 2025 Share Award Scheme

1. DEFINITIONS

1.1 In this Scheme the folowing expresions have the folowing meanings:

“Adoption Date”

the date on which this Scheme is aproved and

adopted by the Shareholders in general meting;

“Asociate”

has the meaning ascribed to it in the Listing Rules;

“Auditors”

the auditors for the time being of the Company;

“Award(s)”

a share incentive award granted pursuant to and subject

to the terms of this Scheme;

“Award Agrement”

the ofer and aceptance leter betwen the Company

and the Grante evidencing the terms and conditions of

an Award;

“Board”

the board of Directors or a duly authorised comite

thereof;

“Busines Day”

any day (other than a Saturday, Sunday or public

holiday) on which banks in Hong Kong are open for the

transaction of normal busines but excluding any day in

Hong Kong on which a typhon signal number 8 or

above or a “black” rainstorm warning is hoisted at any

time betwen 9:00 a.m. and 5:00 p.m.);

“Bye-Laws”

the bye-laws of the Company, as amended from time to

time;

“Chairman of the Board”

the chairman of the Board;

“Chief Executive”

has the meaning ascribed to it in the Listing Rules;

“Close Asociate”

has the meaning ascribed to it in the Listing Rules;

“Company”

Chen Hsong Holdings Limited, a company incorporated

in Bermuda with limited liability, the Shares of which

are listed on the Main Board of the Stock Exchange;

“Conected Person”

has the meaning ascribed to it in the Listing Rules;

“Core Conected Person”

has the meaning ascribed to it in the Listing Rules;

“Date of Grant”

in respect of an Award, the date on which it is demed

to have ben granted in acordance with paragraph 4.5;

“Director(s)”

the director(s) of the Company;

“Eligible Participant”

any director or employe of, or any person who has

acepted an employment ofer (whether ful time or part

time) from, or who is being granted Awards as an

inducement to enter into employment contract with, any

Member of the Group;

“Expert”

the Auditors or an independent financial advisor selected

and apointed by the Company, and acting as expert, at

the cost of the Company;

“Grante” any Eligible Participant who acepts an Ofer in

acordance with the terms of this Scheme;

“Group” the Company and its subsidiaries and the term “Group

Company” and “Member of the Group” shal be

construed acordingly;

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

People’s Republic of China;

“Inside Information”

has the meaning ascribed to it in the Listing Rules;

“Listing Rules” the Rules Governing the Listing of Securities on the

Stock Exchange, as amended from time to time;

“Ofer” an ofer for the grant of an Award made in acordance

with paragraph 4;

“Other Share Scheme” at any time, any other share scheme (as defined in

Chapter 17 of the Listing Rules) adopted by the

Company pursuant to Chapter 17 of the Listing Rules

which is then operational;

“Personal

Representative(s)”

the person or persons who, in acordance with the laws

of sucesion aplicable in respect of the death of a

Grante, shal represent, manage or administer the estate

of the deceased Grante;

“Remuneration

Comite”

the remuneration comite of the Board;

“Renewal Mandate”

has the meaning ascribed to it in paragraph 9.3;

“Scheme” this Share Award Scheme in its present form or as

amended, modified or suplemented from time to time

in acordance with the provisions hereof;

“Scheme Mandate Limit” has the meaning ascribed to it in paragraph 9.1;

“Shareholder” a holder of Shares;

“Share(s)” ordinary share(s) of the Company, or, if there has ben a

subdivision, consolidation, reclasification or

reconstruction of the share capital of the Company,

shares forming part of the ordinary share capital of the

Company of such other nominal amount as shal result

from any such subdivision, consolidation,

reclasification or reconstruction;

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

“Substantial Shareholder” has the meaning ascribed to it in the Listing Rules;

“Treasury Shares”

has the meaning ascribed to it in the Listing Rules;

“Trust” the trust constituted by the Trust Ded to service the

Scheme;

“Trust Ded” the trust ded of the Trust made betwen the Company

and the Truste in relation to the administration of this

Scheme (as restated, suplemented and/or amended

from time to time);

“Truste” such persons as the Company may from time to time

apoint as the truste of the Trust;

“Vesting” in relation to any Award, means the time from which the

Grante of that Award becoming entitled to have the

Shares transfered to him subject to the terms of this

Scheme. “Unvested”, “Vest”, “Vests” and “Vested”

shal be construed acordingly;

“Vesting Schedule”

timeline(s) that specify when the Eligible Participant can

vest the Award, detailing the specific dates and/or

vesting conditions as set out in the Award Agrement;

and

“%” per cent.

1.2 In this Scheme:

(a) unles otherwise specified, any reference to a paragraph or section is a reference

to a paragraph or section of this Scheme; and

(b) any reference to a person includes an individual, a body corporate, a partnership,

any other unincorporated body or asociation of persons and any state or state

agency.

1.3 In this Scheme:

(a) words importing the plural include the singular and vice versa;

(b) words importing a gender include every gender; and

to such statute or statutory provision as respectively amended, consolidated or

re-enacted, or as its operation is modified by any other statute or statutory

provision (whether with or without modification), and shal include any

subsidiary legalisation enacted under the relevant statute.

1.4 The headings and contents in this Scheme do not afect its interpretation.

2. CONDITIONS

This Scheme shal take efect upon the fulfilment of the folowing conditions:

(a) the pasing of the necesary resolution(s) by the Shareholders in general

meting for aproving the adoption of this Scheme; and

(b) the Stock Exchange granting aproval for the listing of, and permision to deal

in, the Shares to be aloted and isued by the Company in respect of Awards

granted in acordance with the terms and conditions of this Scheme.

3. PURPOSE, DURATION AND ADMINISTRATION

3.1 The purpose of this Scheme is to enable the Company to grant Awards to selected

Eligible Participants as retention incentives or rewards for their contributions to the

Group, to atract suitable personel to enhance the development of the Group and to

align the interests of the Grantes generaly with those of the Shareholders for the

benefit of the medium to long term development of the Group.

3.2 Subject to paragraph 16, the Listing Rules, the Bye-Laws and any aplicable laws and

other regulations from time to time in force, this Scheme shal be valid and efective

for a period of ten (10) years comencing on the Adoption Date, after which period no

further Awards wil be granted but in al other respects the provisions of this Scheme

shal remain in ful force and efect for any Unvested Awards.

3.3 This Scheme shal be subject to the administration of the Board in acordance with this

Scheme, and where aplicable, the Trust Ded. A decision of the Board shal be final

and binding on al parties.

3.4 Without prejudice to the Board’s general power of administration, to the extent not

prohibited by aplicable laws and other regulations, the Board may from time to time

apoint one or more Trustes in respect of the granting, administration or vesting of

any Award.

3.5 Subject to the provisions of the Listing Rules, the Bye-Laws and any aplicable laws

and other regulations from time to time in force and without prejudice to the generality

of the foregoing, the Board may, in its sole and absolute discretion and based on such

factors as it shal consider relevant, subject to the recomendation or aproval of the

Remuneration Comite, and to the extent aplicable, the aproval of the

Shareholders, grant Awards on such terms and subject to such conditions as it thinks fit

and may specify those circumstances, if any, in which such terms and conditions shal

be waived or treated as waived. Without prejudice to the generality of the foregoing,

the Board may:

(a) grant Awards to those Eligible Participants whom it shal select from time to

time, which shal be based on, amongst other things, individual performance,

time comitment, responsibilities or employment conditions acording to the

prevailing market practice and industry standard, length of employment with

the Group, individual contribution or potential contribution to the development

and growth of the Group by the Eligible Participant;

(b) determine the date of the grant of the Award;

(d) determine whether the Shares to be subject to the Award shal be acquired by

subscription on terms permited by the Stock Exchange, or by purchase from

the market or otherwise or satisfied by transfer of Treasury Shares by the

Company out of treasury or realocated from any Shares then held by the Truste

that were referable to any Award that has lapsed or is otherwise are not capable

of Vesting or any combination of the foregoing;

(e) determine the terms and conditions of the Award, including:

(i) the minimum period for which any Award must be held before it Vests,

which shal not be les than twelve (12) months unles paragraph 6.1

aplies;

(i) the performance, operating and financial targets and other criteria, if any,

to be satisfied before the Award can Vest (which may be imposed in

adition to the Vesting Schedule) provided that any Vesting of the

Awards shal be subject to the prior aproval of the Chairman of the

Board at his sole and absolute discretion after fulfiling al Vesting

conditions (if any);

(i) the period, if any, during which the Shares transfered upon Vesting of

the Award shal be subject to restrictions on dealings, and the terms of

such restrictions;

(iv) the notification period, if any, to be given to the Company of any

intended sale of Shares upon Vesting of the Award; and

(v) clawback mechanism to recover or withold any Vested or Unvested

Award (or any portion thereof) in the event of serious misconduct;

(f) aprove the form of Award Agrement;

(g) construe and interpret the terms and conditions of this Scheme and Awards

made under it, which absent manifest eror, shal be binding to al the Grantes;

(h) adopt and implement such administrative procedures as may be apropriate in

respect of or to facilitate the grant of the Awards and the implementation of this

Scheme;

(i) subject to the other provisions of this Scheme, prescribe, amend and rescind

rules and regulations relating to this Scheme; and

(j) subject to the other provisions of this Scheme, vary the terms and conditions of

any Award Agrement, including waiving or amending (in whole or in part) any

conditions to which Awards are subject.

4. GRANT OF AWARDS

4.1 On and subject to the terms of this Scheme, the Listing Rules, the Bye-Laws and any

aplicable laws and other regulations from time to time in force, the Board may at any

time within ten (10) years comencing on the Adoption Date make proposals for Ofers

to be made to such Eligible Participants as the Board may in its sole and absolute

discretion select. Any such proposals shal be reviewed and, if considered fit, aproved

by the Remuneration Comite.

4.2 An Ofer shal be made by the Board in writing in an Award Agrement. An Award

Agrement shal be in such form as the Board may from time to time determine and

shal specify:

(a) the number of Shares in respect of which the Ofer is made;

(b) the date of Vesting or Vesting Schedule, which shal not be more than ten (10)

years from the Date of Grant;

any of the maters refered to in paragraph 3.5, to the extent aplicable; and

(d) that the Grante is to undertake to hold the Award on the terms upon which it is

being granted and to be bound by the provisions of this Scheme.

4.3 An Ofer may be made only on a Busines Day. No Ofer may however be made, no

payment shal be made to the Truste, no Shares shal be acquired by or on behalf of

the Company and no instructions to acquire Shares shal be given to the Truste under

this Scheme:

(a) when the Company and/or any Director is in posesion of Inside Information

until (and including) the trading day after the Company has anounced the

Inside Information; and

(b) during the period comencing thirty (30) days imediately before the earlier

of:

(i) the date of the Board meting (as such date is first notified to the Stock

Exchange under the Listing Rules) for aproving the Company’s results

for any year, half-year, quarterly or any other interim period (whether or

not required under the Listing Rules); and

(i) the deadline for the Company to anounce 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 anouncement. No awards may be granted during

any period of delay in publishing a results anouncement.

Without prejudice to the above, no Ofer may be made to any Director in any period

during which Directors are prohibited from dealing in the securities of the Company

pending the publication of results of the Company under the Listing Rules.

4.4 An Ofer shal remain open for aceptance by the Eligible Participant concerned (and

by no other person, including his Personal Representatives) for a period of forty-five

, or such other period as the Board

may specify in writing and notify to the Eligible Participant concerned, which period

shal not in any event exced sixty (60) days from the Date of Grant (inclusive of the

Date of Grant). To the extent that the Ofer is not acepted within the period and in the

maner indicated in the Award Agrement it shal be demed to have ben irevocably

declined. If aplicable, the Company wil notify the Truste acordingly of any Award

which has not ben acepted as son as practicable after the expiration of the

aforementioned aceptance period.

4.5 An Ofer shal be demed to have ben acepted on the Date of Grant provided that the

Eligible Participant concerned signs the counterpart of the Award Agrement and such

signed counterpart is received by the Company at the place specified in the Award

Agrement. For the avoidance of doubt, an Ofer may not be acepted by a person who

has ceased to be an Eligible Participant after the Ofer has ben made and prior to the

aceptance of the Ofer.

4.6 An Ofer may be acepted in respect of les than the number of Shares which are ofered

provided that it is acepted in respect of a number of Shares equal to a board lot for

trading of the Shares on the Stock Exchange from time to time or an integral multiple

thereof.

4.7 The Trust:

(a) The Truste wil hold al moneys received from the Company or any Group

Company, the Shares isued or transfer to or purchased by it (including any

Shares that were referable to any Award that has lapsed or is otherwise are not

capable of Vesting) and the income derived therefrom (including any dividends)

in acordance with paragraphs 4.7(e) to (j) and the terms of the Trust Ded. For

the avoidance of doubt, any Awards that have Vested and Shares which are

transfered or to be transfered to the Grante (or other persons entitled thereto)

in acordance with the instructions of the Company or the Board do not form

part of the asets to be held upon trust by the Truste acording to the Trust

Ded.

(b) The Company and any other Group Company may provide money (either by

way of contribution or loan, subject to compliance with the Listing Rules, the

Bye-Laws and any aplicable laws and other regulations from time to time in

force) to the Truste or its nomine to enable them to acquire Shares either by

subscription or purchase from the market or otherwise to be held for the

purposes of this Scheme, or enter into any guarante or indemnity for those

purposes, to the extent permited by the Companies Ordinance (Cap. 622 of the

Laws of Hong Kong) and the Listing Rules.

Participant, inform the Truste of:

(i) the name of the Grante and whether that person is a Conected Person;

(i) the number of Shares referable to that Award (and their nominal value);

(i) the amount of funds to be made available for subscription or purchase

of the relevant number of Shares;

(iv) whether the Shares referable to that Award are to be acquired by

subscription or purchased from the market by or on behalf of the Truste

(for the benefit of this Scheme) or transfered by the Company from

treasury or alocated from any Shares then held by the Truste that were

referable to any other Award that has lapsed or is otherwise are not

capable of Vesting; and

(v) the date of Vesting or the Vesting Schedule and such other terms and

conditions to which that Award shal be subject, including any maters

refered to in paragraph 3.5.

(d) The Truste shal abstain from voting any Shares held by it under this Scheme

which are referable to Unvested Awards on any mater that requires

Shareholders’ aproval under the Listing Rules, unles otherwise required by

law to vote in acordance with the beneficial owner’s direction and such a

direction is given.

(e) In the event the Company undertakes an open ofer of new securities in respect

of any Shares which are held by the Truste under this Scheme, the Truste shal

not subscribe for any new Shares unles otherwise determined by the Board in

its sole and absolute discretion.

(f) In the event of a rights isue, the Truste shal sel such amount of the nil-paid

rights aloted to it and the net proceds of sale of such rights shal be held as

income of the trust fund unles otherwise determined by the Board in its sole

and absolute discretion.

(g) In the event the Company isues bonus warants in respect of any Shares which

are held by the Truste, the Truste shal not subscribe for any new Shares by

exercising any of the subscription rights atached to the bonus warants unles

otherwise determined by the Board in its sole and absolute discretion, and shal

sel the bonus warants, the net proceds of sale of such bonus warants shal be

held as income of the trust fund unles otherwise determined by the Board in its

sole and absolute discretion.

(h) In the event the Company undertakes a scrip dividend scheme with cash option,

the Truste shal elect to receive cash instead of scrip Shares and the cash shal

be held as income of the trust fund unles otherwise determined by the Board in

its sole and absolute discretion. In the event the Company undertakes a scrip

dividend scheme without cash option, such scrip Share(s) shal be held by the

Truste as Shares for the purpose of this Scheme and be administered in

acordance with the terms of this Scheme and the Trust Ded.

(i) In the event of other non-cash and non-scrip distribution (which are not Shares)

made by the Company in respect of Shares held upon the trust established under

the Trust Ded, the Truste shal dispose of such distribution and the net sale

proceds thereof shal be held as income of the trust fund unles otherwise

determined by the Board in its sole and absolute discretion.

(j) In the event of any other entitlements of the Shares held by the Truste, the

Truste shal deal with such entitlements as the Board determines in its sole and

absolute discretion.

(k) Al the maters stated in paragraphs 4.9(e) to (j) above are subject to decisions

made by the Board in its sole and absolute discretion.

4.8 Unles otherwise imposed by the Board in acordance with paragraph 3.5, no

performance targets are required to be achieved by any Grante before the Awards are

capable of being Vested.

5. RIGHTS OF A GRANTE IN RELATION TO AN AWARD OR SHARES

REFERABLE TO THE AWARD

5.1 Pending and subject to Vesting and the transfer of Shares referable to an Award to the

Grante, the Grante of that Award shal not have any interest or rights (including any

right to vote, to receive distribution or any other rights of a Shareholder) in respect of

those Shares.

5.2 An Award shal be personal to the Grante and no Grante shal in any way sel, transfer,

asign, charge, mortgage, dispose, encumber or create any interest in favour of any third

party over or in relation to any Award. Any breach of the foregoing shal entitle the

Company to cancel the Award or part thereof granted to such Grante.

6. VESTING OF AWARDS

6.1 Subject as hereinafter provided and to due compliance with the Listing Rules, the Bye-

Laws, any aplicable laws and other regulations from time to time in force and with its

terms and conditions, an Award wil Vest on the date or dates specified in the Award

Agrement, provided that:

(a) no Award wil Vest unles al relevant conditions (if any) to which it is subject

have ben satisfied, waived or, by the terms of grant, treated as having ben

waived, and prior aproval from the Chairman of the Board at his sole and

absolute discretion has ben obtained;

(b) if a general ofer by way of takeover (other than by way of scheme of

arangement) is made to al the Shareholders (or al such holders other than the

oferor and/or any person controled by the oferor and/or any person acting in

concert (as defined in the Code on Takeovers and Mergers and Share Buy-backs,

as amended from time to time) with the oferor), an Award (to the extent not

already Vested) shal Vest on the date the ofer becomes or is declared

unconditional in al respects;

pursuant to the Companies Act of Bermuda (as amended from time to time) and

has ben aproved by the necesary number of Shareholders at the requisite

metings, the Award (to the extent not already Vested) shal Vest on a date as

may be determined by the Board and notified to the Grantes generaly such that

the Grantes may participate in the scheme of arangement pari pasu with the

Shareholders as at the date of the relevant metings);

(d) if a compromise or arangement (other than by way of a scheme of arangement)

betwen the Company and its Shareholders or creditors is proposed for the

purposes of or in conection with a scheme for the reconstruction of or the

amalgamation of the Company with any other company or companies, the

Company shal give notice to the Grantes on the same date as it despatches the

notice to each Shareholder or creditor of the Company sumoning the meting

to consider such a compromise or arangement, and the Award shal

imediately Vest conditional only upon such compromise or arangement being

sanctioned by the court and becoming efective (or such other date as may be

determined by the Board and notified to the Grantes generaly). The Company

may require the Grante (or his Personal Representatives) to transfer or

otherwise deal with the Shares isued or transfered as a result of the Vesting of

an Award in these circumstances so as to place the Grante in the same position,

as nearly as posible, as would have ben the case had such Shares ben subject

to such compromise or arangement;

(e) if the Company gives a notice to its Shareholders to convene a meting to

consider and, if thought fit, pas a resolution to voluntarily wind up the

Company, the Company shal give notice to the Grantes on the same date as it

despatches the notice to each Shareholder of such meting and the Award wil

imediately Vest conditional only upon the resolution being pased (or such

other date as may be determined by the Board and notified to the Grantes

generaly) such that the Grantes shal acordingly be entitled to receive out of

the asets available in the liquidation pari pasu with the Shareholders as at the

date of that meting;

(f) if the Grante ceases to be an Eligible Participant by reason of il health, injury

or disability (al evidenced to the satisfaction of the Board) or death, the Award

(to the extent not already Vested) shal continue to Vest acording to the Vesting

Schedule as set out the Award Agrement to such Grante;

(g) if the Grante ceases to be an Eligible Participant by reason of retirement in

acordance with his contract of employment or service, the Award (to the extent

not already Vested) shal continue to Vest acording to the Vesting Schedule as

set out the Award Agrement to such Grante; and

(h) if the Grante ceases to be an Eligible Participant by reason of voluntary

resignation, redundancy or dismisal, or upon expiration of his term of

directorship or employment (unles imediately renewed upon expiration), or

by termination of his employment or service in acordance with the termination

provisions of his contract of employment or service by the relevant company,

the Award (to the extent not already Vested) shal not Vest and shal lapse

automaticaly.

Provided always that in each case the Board in its absolute discretion may decide that

such Awards or any part thereof shal not so lapse or determine subject to such

conditions or limitations as it may decide.

6.2 The Board may determine in its sole and absolute discretion in relation to any of the

events described in paragraphs 6.1(b) to 6.1(h) a diferent (including earlier) Vesting

date, subject to aplicable legal and regulatory requirements, in order to enable the

Grante to participate in each of those events in respect of Shares referable to his

relevant Awards as generaly contemplated under those paragraphs.

7. CONSEQUENCES OF VESTING

7.1 The Board shal promptly notify the Truste of the Vesting of any Award and the

number of Shares that shal be transfered to Grante subject to paragraph 7.2. Under

normal circumstances, the Truste shal, within five (5) Busines Days, transfer the

relevant Shares, or (where the Shares are available in certificated format, and if the

Grante requires delivery in physical scrip) within ten (10) Busines Days, deliver the

share certificates for the Shares, against receipt by the Truste of the notice from the

Board, particulars of the transfere necesary for the delivery of the Shares and such

transfer documents duly executed by the Grante (or its nomine in the case of Shares

being transfered electronicaly) as the Truste may require. None of the Grantes shal

be required to pay any amount upon the vesting of any Awards and transfer of Shares

provided that, the Grante shal bear al costs asociated with the delivery of Shares in

physical scrip (where the Shares are available in certificated format) unles the

Company otherwise agres, which shal be paid as a condition precedent to the transfer

being efected.

7.2 The Company shal not be obliged to alot and isue, or arange for the transfer of, any

Shares on Vesting of an Award, if to do so would breach any aplicable law or

regulation or otherwise would require the Company and/or the Directors to comply with

aditional requirements which, in the reasonable opinion of the Directors, are unduly

onerous or burdensome or costly and the Directors may (subject to the Listing Rules,

the Bye-Laws and any aplicable laws and other regulations from time to time in force )

determine an alternative method to provide the Grante of such Award a similar

economic benefit as if such Shares were duly aloted, isued or transfered. No Shares

shal be transfered to a Grante notwithstanding the Vesting of an Award in the

circumstances described in paragraph 8.1(a).

7.3 Shares being transfered to a Grante (or its nomine if the Shares are to be transfered

electronicaly) upon the Vesting of an Award wil be subject to al the provisions of the

Bye-Laws and shal rank pari pasu in al respects with the fuly paid Shares then in

isue and acordingly wil entitle the holders to participate in al dividends or other

distributions paid or made after the date of transfer, except the Grante shal not be

entitled to receive any entitlements the record date or ex-entitlement date for which fals

before the date of transfer of such Shares. For the avoidance of doubt, Grantes shal

have no right to receive any dividend (or any amount equal in value to any dividends)

paid or which may be payable by reference to a record date faling prior to Vesting of

an Award.

8. LAPSE OF AWARDS

8.1 An Award (to the extent not Vested) shal lapse automaticaly on the earliest of:

(a) the date on which the Grante ceases to be an Eligible Participant by reason of

(i) the termination of his employment on grounds entitling the employer to

efect such termination without notice (including, but not limited to, if he has

ben guilty of serious misconduct); or (i) the Grante has comited any act of

bankruptcy; or (i) the Grante has become insolvent or has made any

arangements or composition with his creditors generaly; or (iv) the Grante

has ben convicted of any criminal ofence which in the opinion of the Board is

not trivial or any criminal ofence which in the opinion of the Board involving

his integrity or honesty or has done something which brings any member of the

Group into disrepute, whether pursuant to the terms of the contract of

employment of the Grante or otherwise, or the date on which a notice

terminating the employment of such Eligible Participant for such reason is in

fact given, whichever is the earlier. In the circumstances described above, where

an Award has Vested but the Shares referable to the Vested Awards have not

yet ben transfered to the relevant Grante, such Awards shal be demed not

to have Vested and shal lapse imediately, and no Shares shal be transfered.

A resolution of the Board to the efect that the employment or directorship of

the Grante has or has not ben terminated on one or more of the grounds

specified in this paragraph 8.1(a) shal be conclusive and binding on the Grante;

(b) the date on which the Grante sels, transfers, asigns, charges, mortgages,

disposes, encumbers or creates any interest in favour of any third party over or

in relation to any Award, in breach of paragraph 5.2;

Vesting date specified in the Award Agrement or the Chairman of the Board

does not aprove the Vesting after the relevant Vesting conditions have ben

satisfied;

(d) the failure of the Grante to acept the Shares upon Vesting of the Award in

acordance with and/or provide such information as may be required under the

terms of the Award Agrement;

(e) the date refered in paragraph 6.1(h) above; or

(f) the date on which the Award is canceled by the Board as provided for in

paragraph 17.

8A. CLAWBACK MECHANISM

8A.1 In the event that the Grante has comited any serious misconduct, the Awards,

whether Vested or Unvested, shal automaticaly be canceled as of the date of the

comision of serious misconduct, as determined by the Board in its sole discretion

and such determination shal be binding on the Grante, and the Company shal have

the right to (i) repurchase by the Company some or al of the Vested Awards from such

Grante at no consideration; and/or (i) direct the Grante to return, transfer or cause to

be transfered such Vested Awards that are subject to repurchase to the Truste at no

consideration; and/or (i) require such Grante to pay the Company any and al

payment in cash or other property in lieu of the Vested Awards which such Grante has

received from the Company, pursuant to the Scheme. Provided always that the Board

in its absolute discretion may decide not to impose or exercise the rights granted under

the clawback mechanism to recover or withold any Awards (or any portion thereof) in

the event of serious misconduct comited by the Grante.

8A.2 For the avoidance of doubt, no tax or charge paid by the Grante (if any) in conection

with (i) the grant or Vesting of the Awards; (i) the isuance or delivery of the Awards

or payment in lieu of the Awards; or (i) the sale or transfer of the Awards, shal be

refunded to such Grante in the event of cancelation of the Awards pursuant to

paragraph 8A.1, repurchase of the Awards, or payment by such Grante to the Company

of any and al payment in cash or other property in lieu of the Awards the Grante has

received from the Company, upon his comision of serious misconduct.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

9.1 The Board shal not make any Awards that may result in the total number of Shares to

be isued under Awards granted under this Scheme and any awards and/or options

granted under any Other Share Scheme exceding 10% of the Shares in isue as at as at

the Adoption Date (excluding Treasury Shares) (the “Scheme Mandate Limit”), unles:

(a) such Scheme Mandate Limit shal have ben “refreshed” in acordance with the

requirements of the Listing Rules; or

(b) such Awards are made to Eligible Participants and on terms specificaly

identified with the separate aproval by Shareholders in general meting and

otherwise in acordance with the requirements of the Listing Rules,

and for the purpose of calculating the Scheme Mandate Limit, any Awards lapsed in

acordance with the terms of this Scheme wil not be regarded as utilised.

9.2 The maximum number of Shares subject to a Scheme Mandate Limit shal,

notwithstanding the terms of the resolution of Shareholders in general meting

aproving such Scheme Mandate Limit, be adjusted proportionately on the efective

date of any consolidation or subdivision of Shares subsequent to the date of pasing of

that resolution, provided that such maximum number of Shares as a percentage of the

total number of Shares in isue imediately before or after such efective date shal be

the same, other than for rounding to the nearest whole Share.

9.3 The Company may sek aproval by its Shareholders in general meting for renewing

the Scheme Mandate Limit (the “Renewal Mandate”) after thre (3) years from the

date of Shareholder’s aproval for the last refreshment (or the Adoption Date), provided

that:

(a) any ‘refreshment’ within any thre (3) year period must be aproved by the

Shareholders subject to the folowing provisions:

(i) any controling shareholders of the Company and their Asociates (or if

there is no controling shareholder, Directors (excluding independent

non-executive Directors) and the chief executive of the Company and

their respective Asociates) shal abstain from voting in favour of the

relevant resolution at the general meting; and

(i) the Company shal comply with the requirements under Rules 13.39(6)

and (7), 13.40, 13.41 and 13.42 of the Listing Rules, unles the Renewal

Mandate is sought imediately after an isue of securities by the

Company to its Shareholders on a pro rata basis as set out in Rule

13.36(2)(a) of the Listing Rules such that the unused part of the Scheme

Mandate Limit (as a percentage of the relevant clas of shares in isue)

upon renewal is the same as the unused part of the Scheme Mandate

Limit imediately before the isue of securities, rounded to the nearest

whole Share;

(b) the total number of Shares which may be isued in respect of al options and

awards to be granted under this Scheme and Other Share Schemes after renewal

of the Scheme Mandate Limit shal not exced 10% of the Shares in isue as at

the date on which the Renewal Mandate is obtained (excluding any Treasury

Shares);

Mandate is obtained, the maximum number of Shares that may be isued in

respect of al options and Awards to be granted under this Scheme and Other

Share Schemes under the renewed Scheme Mandate Limit as a percentage of

the total number of isued Shares at the date imediately before and after such

consolidation or subdivision shal be the same, rounded to the nearest whole

Share; and

(d) the Company shal send a circular to its Shareholders containing the number of

options and Awards that were already granted under the then existing Scheme

Mandate Limit and the reason for the renewal.

9.4 The Company may sek separate aproval by its Shareholders in general meting for

granting Awards beyond the Scheme Mandate Limit (or the renewed Scheme Mandate

Limit) provided that:

(a) the Awards in exces of the Scheme Mandate Limit (or the renewed Scheme

Mandate Limit) shal be granted only to the Eligible Participants specificaly

identified by the Company before Shareholders’ aproval is sought;

(b) the Company shal isue a circular to its Shareholders containing the name of

each specified Eligible Participant who may be granted such Awards, the

number and terms of the Awards to be granted to each such specified Eligible

Participant, and the purpose of granting Awards to each such specified Eligible

Participant with an explanation as to how the terms of the Awards serve such

purpose; and

Participant shal be fixed before Shareholders’ aproval.

10. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE

PARTICIPANT

10.1 Without prejudice to paragraphs 10.2, no Award shal be granted to any Eligible

Participant which would result in the new Shares isued and to be isued in respect of

al Awards granted under this Scheme together with any awards and/or options granted

under any Other Share Scheme (excluding any Award lapsed in acordance with the

terms of this Scheme and any awards/options lapsed in acordance with the terms of

the relevant Other Share Scheme) to such person in the twelve (12)-month period up to

and including the date of such Award in agregate exceding 1% of the number of

Shares in isue on the Date of Grant (excluding any Treasury Shares) unles:

(a) such grant has ben duly aproved, in the maner prescribed by the relevant

provisions under Chapter 17 of the Listing Rules, by resolution of the

Shareholders in general meting, at which such person and his Close Asociates

(or Asociates if the Grante is a Conected Person) shal abstain from voting;

(b) a circular regarding the grant has ben despatched to the Shareholders in a

maner complying with, and containing the information specified in, the

relevant provisions under Chapter 17 of the Listing Rules; and

Company at which the same are aproved.

10.2 Without prejudice to the provisions of paragraph 10.4, no Award shal be granted to a

Director (other than an independent non-executive Director) or the chief executive of

the Company, or any of their Asociates which would result in the new Shares isued

and to be isued in respect of al Awards granted under this Scheme together with any

awards granted under any Other Share Scheme (excluding any Award lapsed in

acordance with the terms of this Scheme and any awards lapsed in acordance with

the terms of the relevant Other Share Scheme) to such person in the twelve (12)-month

period up to and including the Date of Grant in agregate exceding 0.1% of the Shares

in isue on the Date of Grant (excluding any Treasury Shares) unles with the aproval

of Shareholders as required under the Listing Rules, with the proposed Grante, their

respective Asociates and the Core Conected Persons of the Company abstaining from

voting in favour and such other requirements of the Listing Rules then aplicable.

10.3 Without prejudice to the provisions of paragraph 10.4, no Award shal be granted to an

independent non-executive Director or a Substantial Shareholder of the Company, or

any of their Asociates which would result in the new Shares isued and to be isued in

respect of al Awards granted under this Scheme together with any awards and/or

options granted under any Other Share Scheme (excluding any Award lapsed in

acordance with the terms of this Scheme and any awards/options lapsed in acordance

with the terms of the relevant Other Share Scheme) to such person in the twelve (12)-

month period up to and including the Date of Grant of such Award in agregate

exceding 0.1% of the Shares in isue on the Date of Grant (excluding any Treasury

Shares) unles with the aproval of Shareholders as required under the Listing Rules,

with the proposed Grante, their respective Asociates and the Core Conected Persons

of the Company abstaining from voting in favour and such other requirements of the

Listing Rules then aplicable.

10.4 Each Ofer of an Award to an Eligible Participant who is a Director, a Chief Executive

or a Substantial Shareholder of the Company or any of their respective Asociates must

be aproved by the independent non-executive Directors (excluding any independent

non-executive Director who is the proposed Grante) and, where aplicable be made

subject to the aproval of Shareholders in general meting, with the proposed Grante,

their respective Asociates and the Core Conected Persons of the Company abstaining

from voting and such other requirements of the Listing Rules then aplicable.

10.5 The number of Shares refered to in this paragraph 10 shal be adjusted in such maner

as the Expert shal certify in writing to be apropriate in acordance with paragraph

11.1 in the event of any alteration in the capital structure of the Company.

10.6 The Company shal be responsible for determining and monitoring the limits and

thresholds prescribed under paragraphs 9 and 10 and for keping the Truste informed

of such limits and thresholds for purpose of administering this Scheme, and the Truste

shal not incur any liability for relying on such information provided by the Company.

11. REORGANISATION OF CAPITAL STRUCTURE

11.1 In the event of a capitalisation isue, rights isue, consolidation or subdivision of Shares

or reduction of capital of the Company while any Award remains Unvested, the number

of Shares subject to the Award already granted shal be adjusted such that the Grante

would be entitled on Vesting of his Awards the same proportion of the isued Shares to

which he would have ben entitled had such Award Vested imediately prior to the

event giving rise to the adjustment, rounded to the nearest whole Share provided that:

(a) no adjustments may be made to the extent that any Shares wil be required to be

isued at les than its nominal value (if any); and

(b) al such adjustments shal be made in acordance with or in a maner consistent

with the Listing Rules and any guidance/ interpretation of the Listing Rules

isued by the Stock Exchange then aplicable, and for the avoidance of doubt,

no adjustment wil be made to the purchase price of the Awards given that no

purchase price shal be payable by the Grantes in respect of Awards to be

granted under the 2025 Share Award Scheme.

11.2 If there is any alteration in the capital structure of the Company while any Award

remains outstanding other than by methods specified in paragraph 11.1 above, the

Board may determine, in its sole and absolute discretion and based on such factors as it

shal consider relevant, whether any adjustment shal properly be made and how such

adjustment maybe determined consistent with the other requirements contained in that

paragraph.

11.3 For the avoidance of doubt, no adjustments shal be made pursuant to paragraph 11.1

in respect of (i) any isue of Shares or securities convertible into Shares for cash other

than by way of rights to Shareholders generaly then existing (subject to any exclusions

permited under the Listing Rules); or (i) by way of consideration pursuant to any

transaction; or (i) any purchase or repurchase of Shares by the Company or any of its

subsidiaries.

11.4 No adjustment (other than any adjustment made on a capitalisation of profits or reserves)

shal take efect unles the Expert certifies to the Board in writing that such adjustment

is made in acordance with the requirements of paragraphs 11.1 to 11.3. The Company

shal promptly engage an Expert to provide certification, where required pursuant to

this paragraph, and the adjustment so certified shal take efect on the date of the event

giving rise to the certificate, subject to receipt of the certificate from the Expert and

notwithstanding the date of certification may be at a later date. Any such certificate

shal be final and binding on the Company and the Grantes, in the absence of manifest

eror.

11.5 The Company shal inform the Truste and Grantes of any adjustments made pursuant

to this paragraph 11.

12. SHARE CAPITAL

The Company shal ensure that there is suficient authorised but unisued share capital

to satisfy the Vesting of al Awards from time to time outstanding (except to the extent

any Awards are to be satisfied by the transfer of existing Shares) and the Board shal

make available suficient of such authorised but unisued share capital of the Company

for such purpose.

13. DISPUTES

Any dispute arising in conection with this Scheme (whether as to the number of Shares,

the subject of an Award, or otherwise) shal be refered to the decision of the Board

whose decision shal be final and binding.

14. WITHOLDING

The Company, any employing company or the truste of any employe benefit trust

may withold such amount and make such arangements as it considers necesary to

met any liability to taxation or social security contributions in respect of Awards.

These arangements may include the sale or reduction in number of any Shares unles

the Grante discharges the liability himself.

15. ALTERATION OF THIS SCHEME AND AWARDS

15.1 Subject to paragraph 15.3 and without prejudice to paragraph 15.4, this Scheme may

be altered in any respect by a resolution of the Board.

15.2 Any change to the authority of the Board to alter the terms of this Scheme must be

aproved by ordinary resolution of Shareholders in general meting.

15.3 Any alterations to the terms and conditions of this Scheme which are of a material

nature or any alterations to the provisions relating to maters set out in Rule 17.03 of

the Listing Rules to the advantage of Grantes include but not limited to the folowing:

(a) the purposes of this Scheme, as set out in paragraph 3.1;

(b) the persons to or for whom Awards may be granted under this Scheme and the

basis for determining their eligibility;

determined in acordance with paragraph 9.1;

(d) the individual limits for grants of Awards under this Scheme which independent

Shareholder/Shareholder aproval is required, as determined in acordance with

paragraphs 10.1 to 10.3; or

(e) any other maters prescribed by the Listing Rules,

must be aproved by Shareholders in general meting, except where the alterations take

efect automaticaly under the terms of this Scheme. This Scheme so altered must

comply with Chapter 17 of the Listing Rules.

15.4 The Board ned not obtain the aproval of the Shareholders for any minor changes:

(a) to benefit the administration of this Scheme; or

(b) to obtain or maintain favourable tax, exchange control or regulatory treatment

of any member of the Group or any Grante or future Grante,

or for alterations which take efect under the terms of this Scheme. This Scheme so

altered must comply with Chapter 17 of the Listing Rules.

15.5 Any change to the terms of Awards granted to an Eligible Participant must be aproved

by the Board, the Remuneration Comite and (to the extent aplicable) the

Shareholders (as the case may be) if the initial grant of Awards was aproved by the

Board, the Remuneration Comite and/or the Shareholders. This paragraph does not

aply where the alterations in terms take efect automaticaly under the terms of this

Scheme.

16. TERMINATION

16.1 This Scheme shal terminate on the earlier of the 10th aniversary of the Adoption Date

and such earlier date of termination as the Board may determine and in such event no

further Awards shal be ofered but in al other respects the provisions of this Scheme

shal remain in ful force and efect.

16.2 Al Awards granted prior to such termination and not Vested at the date of termination

shal remain valid, subject to the terms of this Scheme.

17. CANCELATION OF AWARDS

Awards granted but not Vested may be canceled by the Board with the consent of the

relevant Grante. Any grant of an Award to an Eligible Participant folowing the

cancelation of an Award may only be made in acordance with the terms of this

Scheme, including but not limited to the limits specified in paragraphs 9 and 10 which

would, for the avoidance of doubt, be regarded as continuing to have ben utilised in

respect of the number of Shares which were the subject of the canceled Award.

18. MISCELANEOUS

18.1 The Company shal bear al asociated costs of establishing and administering this

Scheme, including any costs of the Truste, any licensed securities dealers, the Expert

in relation to the preparation of any certificate by them or providing any other service

in relation to this Scheme or any other third party service provider.

18.2 Any notice or other comunication betwen the Company and a Grante may be given

by sending the same by prepaid post or by personal delivery to, in the case of the

Company, its principal place of busines in Hong Kong and, in the case of the Grante,

his adres in Hong Kong as notified to the Company from time to time.

18.3 Any notice or other comunication served by post:

(a) by the Company shal be demed to have ben served 24 hours after the same

was put in the post; and

(b) by the Grante shal not be demed to have ben received until the same shal

have ben received by the Company.

18.4 A Grante shal be responsible for obtaining his own legal, acounting and tax advice,

together with any governmental or other oficial consent that may be required by any

country or jurisdiction in order to permit the aceptance of a Grant and/or the Vesting

of his Awards. By acepting an Ofer, the Grante thereof is demed to have represented

to the Company that he has obtained the relevant advice apropriate for the Grante and

has also obtained al such consents. The Company shal not be responsible for any

failure by a Grante to obtain any such consent or for any tax or other liability to which

a Grante may become subject as a result of his participation in this Scheme or the

exercise or Vesting of any Award.

18.5 This Scheme shal not constitute part of any contract of employment or for services

betwen any member of the Group and any Eligible Participant, and the rights and

obligations of any Eligible Participant under the terms of his ofice or employment or

provision of service shal not be afected by his participation in this Scheme or any right

he may have to participate in it and this Scheme shal aford such Eligible Participant

no aditional rights to compensation or damages in consequence of the termination of

such ofice or employment or provision of service for any reason.

18.6 The grant of an Award on a particular basis in any year does not create any right to or

expectation of the grant of Awards on the same basis, or at al, in any future year.

Participation in this Scheme does not imply any right to participate, or to be considered

for participation in any later operation of this Scheme. Subject to any aplicable

legislative requirement, any Award wil not be regarded as remuneration for pension

purposes or for the purposes of calculating payments on termination of employment.

18.7 By acepting an Ofer, a Grante shal be demed irevocably to have waived any

entitlement to any sum or other benefit to compensate him, by way of compensation for

los of ofice or otherwise, for or in respect of any los of any rights or benefits under

any Award then held by him or otherwise in conection with this Scheme.

18.8 This Scheme shal not confer on any person any legal or equitable rights (other than

those constituting the Awards themselves) against the Company directly or indirectly

or give rise to any cause of action at law or in equity against the Company.

18.9 The Company wil provide a copy of this document to any Eligible Participant who

requests such a copy. The Company wil provide to al Eligible Participants al details

relating to changes in the terms of this Scheme during the life of this Scheme as son

as reasonably practicable upon such changes taking efect.

18.10 By participating in the Scheme the Grante consents to the holding and procesing of

personal data provided by the Grante to the Company for al purposes relating to the

operation of the Scheme. These include, but are not limited to:

(a) administering and maintaining Grante records;

(b) providing information to third party administrators of the Scheme;

which the Grante works; and

(d) transfering information about the Grante to a country or teritory outside Hong

Kong for al purposes relating to the operation of the Scheme.

18.11 In this Scheme, where aplicable, references to Shares to satisfy the Award shal

include Treasury Shares, and references to the isue and purchase of Shares shal

include the transfer of Treasury Shares (as the case may be, and to the extent permisible

by aplicable laws and regulations, including the Listing Rules).

18.12 This Scheme and al Awards granted hereunder shal be governed by and construed in

acordance with the laws of Hong Kong.

CHEN HSONG HOLDINGS LIMITED

震 雄 集 团 有 限 公 司

1. DEFINITIONS . 1

2. CONDITIONS . 4

3. PURPOSE, DURATION AND ADMINISTRATION . 4

4. GRANT OF AWARDS . 6

5. RIGHTS OF A GRANTE IN RELATION TO AN AWARD OR SHARES

6. VESTING OF AWARDS . 9

7. CONSEQUENCES OF VESTING . 11

8. LAPSE OF AWARDS. 12

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION . 13

10. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE PARTICIPANT 15

11. REORGANISATION OF CAPITAL STRUCTURE . 16

12. SHARE CAPITAL . 17

13. DISPUTES . 17

14. WITHOLDING . 17

15. ALTERATION OF THIS SCHEME AND AWARDS . 18

16. TERMINATION . 19

17. CANCELATION OF AWARDS . 19

18. MISCELANEOUS . 19

1. DEFINITIONS

2. CONDITIONS

3. PURPOSE, DURATION AND ADMINISTRATION

4. GRANT OF AWARDS

5. RIGHTS OF A GRANTE IN RELATION TO AN AWARD OR SHARES

6. VESTING OF AWARDS

7. CONSEQUENCES OF VESTING

8. LAPSE OF AWARDS

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

Shareholders subject to the folowing provisions:

10. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE

11. REORGANISATION OF CAPITAL STRUCTURE

12. SHARE CAPITAL

13. DISPUTES

14. WITHOLDING

15. ALTERATION OF THIS SCHEME AND AWARDS

16. TERMINATION

17. CANCELATION OF AWARDS

18. MISCELANEOUS

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