01328 金涌投资展示文件：经修订及重述的购股权计划

GOLDSTREAM INVESTMENT LIMITED

(incorporated in the Cayman Islands with limited liability)

AMENDED AND RESTATED SHARE OPTION SCHEME

(Adopted by a resolution of the shareholders

at the extraordinary general meting

of the Company held on 28 August 2025)

Table of Contents

Page

1. DEFINITIONS . 1

2. CONDITIONS . 4

3. PURPOSE, DURATION AND CONTROL OF SCHEME AND WHO MAY JOIN . 4

4. OPTIONS . 5

5. OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL

SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE

ASOCIATES . 8

6. EXERCISE PRICE . 9

7. EXERCISE OF OPTIONS . 9

8. LAPSE OF OPTION . 11

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION . 11

10. CAPITAL RESTRUCTURING . 13

11. SUFICIENT SHARE CAPITAL . 13

12. DISPUTES . 13

13. ALTERATION OF THIS SCHEME . 14

14. TERMINATION . 14

15. CLAWBACK MECHANISM . 14

16. CANCELATION OF OPTIONS . 15

17. DISCLOSURE IN ANUAL AND INTERIM REPORTS . 15

18. GENERAL . 15

19. GOVERNING LAW . 16

GOLDSTREAM INVESTMENT LIMITED

(incorporated in the Cayman Islands with limited liability)

RULES OF THE AMENDED AND RESTATED SHARE OPTION SCHEME

1. DEFINITIONS

1.1 In this Scheme, except where the context otherwise requires, the folowing words and

expresions have the folowing meanings:-

“Aceptance Date” means the date upon which an Ofer must be acepted by the relevant

Eligible Participant as determined by the Board;

“Adoption Date” means 4 June 2020, the date on which this Scheme was initialy

conditionaly adopted by an ordinary resolution of the Shareholders;

“Amendment Date” means 28 August 2025, the date on which the amended Scheme was

conditionaly adopted by an ordinary resolution of the Shareholders;

“aproved independent financial adviser” means such independent financial adviser as

aproved by the Board;

“Articles” means the articles of asociation of the Company as amended, suplemented or

otherwise modified from time to time;

“asociate” has the meaning ascribed to it in the Listing Rules; “Auditors” means the

auditors for the time being of the Company;

“Board” means the board of directors of the Company for the time being or a duly authorised

comite thereof;

“Busines Day” means a day on which the Stock Exchange is open for the busines of dealing

in securities;

“Canceled Shares” means those Shares which were the subject of options which had ben

granted and acepted under this Scheme or any of the other schemes but subsequently

canceled. For the avoidance of doubt, “Canceled Shares” shal exclude “Lapsed Shares”;

“close asociate” has the meaning ascribed to it in the Listing Rules;

“Company” means Goldstream Investment Limited (金涌投资有限公司), a company

incorporated in the Cayman Islands with limited liability, the shares of which are listed on the

Main Board of the Stock Exchange;

“Companies Law” means the Companies Law (as revised) of the Cayman Islands, as

amended, suplemented or otherwise modified from time to time;

“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;

“Eligible Participant” means:

(i) any Employe Participant;

(i) any Related Entity Participant; and

(i) any Service Providers;

“Employe Participants” means employes (including ful-time and part-time employes),

chief executive and directors (including executive, non-executive or independent non-

executive directors) of any member of the Group (including persons who are granted Share

Options under the Amended Share Option Scheme as an inducement to enter into

employment contracts with the Company or any of its subsidiaries), provided that the Board

shal have absolute discretion to determine whether or not one fals within such category;

“Exercise Price” means the price per Share, determined by the Board, at which a Grante

may subscribe for Shares on the exercise of an Option in acordance with paragraph 6;

“Expiry Date” means, in respect of an Option, the date of the expiry of the Option as may be

determined by the Board which shal not be later than the last day of the Option Period in

respect of such Option;

“Grante” means any Eligible Participant who acepts an Ofer in acordance with the rules

of this Scheme;

“Group” means the Company and its Subsidiaries;

“HK$” means Hong Kong dolars, the lawful curency of Hong Kong;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic

of China;

“Lapsed Shares” means those Shares which were the subject of options which had ben

granted and acepted under this Scheme or any of the other schemes but subsequently lapsed.

For the avoidance of doubt, “Lapsed Shares” shal exclude “Canceled Shares”;

“Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange

of Hong Kong Limited, as amended, suplemented or otherwise modified from time to time;

“Ofer” means an ofer of the grant of an Option or Options made in acordance with this

Scheme;

“Ofer Date” means in respect of an Option, the date on which such Option is ofered in

writing to an Eligible Participant which must be a Busines Day;

“Option” means a right granted by the Company under this Scheme, which right permits (but

does not obligate) a Grante to subscribe for Shares in acordance with the terms of this

Scheme;

“Option Period” means in respect of an Option, the period to be notified by the Board to

each Grante within which the Option may be exercisable provided that such period of time

shal not exced a period of ten (10) years comencing on the Ofer Date;

“other schemes” means, other than this Scheme, al the schemes involving the grant by the

Company of options or awards over Shares or other securities of the Company to, or for the

benefit of, specified participants of such schemes or any arangement involving the grant of

options or awards to participants over Shares or other securities of the Company, in each case,

which is funded by the alotment and isue of new Shares or transfer of treasury shares;

“Personal Representative(s)” means a person or persons who, in acordance with the laws of

sucesion aplicable in respect of the death of such Grante is or are entitled to exercise the

Option acepted by such Grante (to the extent not already exercised) in consequence of the

death of such Grante;

“Related Entity Participants” means any person who is an employe (whether ful-time or

part-time or other employment relationship), director or oficer of a Related Entity;

“this Scheme” means the share option scheme, as adopted on the Adoption Date and

amended and restated on the Amendment Date, the rules of which are set out in this document

in its present or any amended form;

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

“Scheme Period” means a period comencing on the Adoption Date and ending on the tenth

aniversary of the Adoption Date (both dates inclusive);

“Service Provider(s)” means person(s) (including entities) providing services to the Group

on a continuing basis or recuring basis in the ordinary and usual course of busines of the

Group which are in the interests of the long-term growth of the Group, and which, for the

avoidance of doubt, exclude placing agents or financial advisers providing advisory services

for fundraising, mergers or acquisitions and profesional service providers such as the

auditors or valuers who provide asurance or are required to perform their services with

impartiality and objectivity;

“Service Provider Sublimit” has the meaning ascribed to it in paragraph 9.2;

“Shares” means ordinary shares of HK$0.5 (upon the consolidation of every fifty (50) isued

and unisued then existing shares in the share capital of the Company into one (1) share

becoming efective on 23 April 2025) each in the capital of the Company or, if there has ben

a capitalisation isue, rights isue, sub-division or consolidation of shares or reduction of

capital in the share capital of the Company, shares forming part of the ordinary equity share

capital of the Company of such other nominal amount as shal result from any such

capitalisation isue, rights isue, sub-division or consolidation of shares or reduction of capital

in the share capital of the Company;

“Shareholders” means holders of the Shares;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited or (if aplicable) such

other stock exchange on which the isued share capital of the Company is primarily listed;

“Subsidiary” means a subsidiary for the time being of the Company within the meaning of

the Companies (Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the

Laws of Hong Kong) and “Subsidiaries” shal be construed acordingly;

“substantial shareholder” has the meaning ascribed to it in the Listing Rules; and

“treasury shares” has the meaning ascribed to it in the Listing Rules.

1.2 In this Scheme, unles the context otherwise requires:

(a) paragraph headings are inserted for convenience of reference only and shal not afect

the interpretation of this Scheme;

(b) references to paragraphs are to paragraphs of this Scheme;

(d) references to one gender shal include both genders and the neuter;

(e) any reference to any statute or statutory provision shal include any statute or

statutory provision which amends or replaces, or has amended or replaced it, and

shal include any subordinate legislation made under the relevant statute; and

(f) a reference to a “person” shal be construed so as to include any individual, firm,

busines, company, body corporate or unincorporated or other juridical person,

government, federation, state or agency thereof or any joint venture, asociation,

partnership or trust (whether or not having separate legal personality).

2. CONDITIONS

2.1 This Scheme was adopted by an ordinary resolution of the Shareholders on the Adoption Date.

The amendments to this Scheme as set out herein shal take efect subject to and conditional

upon the pasing of the necesary resolutions by the Shareholders at a general meting of the

Company.

3. PURPOSE, DURATION AND CONTROL OF SCHEME AND WHO MAY JOIN

3.1 The purpose of this Scheme is to enable the Company to grant Options to Eligible Participants

as incentives or rewards for their contribution or potential contribution to the Group and to

provide the Eligible Participants an oportunity to have a personal stake in the Company with

the view to achieving the folowing objectives:

(a) motivate the Eligible Participants to optimise their performance eficiency for the

benefit of the Group; and

(b) atract and retain or otherwise maintain on-going busines relationship with the

Eligible Participants whose contributions are or wil be beneficial to the long-term

growth of the Group.

3.2 Subject to paragraph 14 , this Scheme shal be valid and efective for the Scheme Period, after

which no further Options shal be ofered but the provisions of this Scheme shal in al other

respects remain in ful force and efect to the extent necesary to give efect to the exercise of

any Options granted prior thereto or otherwise as may be required in acordance with the

provisions of this Scheme and Options granted prior thereto but not yet exercised shal

continue to be valid and exercisable in acordance with this Scheme.

3.3 This Scheme shal be subject to the administration of the Board whose decision as to al

maters arising in relation to this Scheme or its interpretation or efect (save as otherwise

provided herein) shal be final and binding on al parties.

3.4 The eligibility of the Eligible Persons wil be determined by the Board based on their

potential and/or actual contribution to the busines and development of the Group.

3.5 In determining the eligibility of Employe Participants, the Board may consider factors

including (a) his/her present and historical contribution and expected contribution to the

Group; (b) the general financial condition of the Group; (c) responsibilities or employment

conditions acording to the prevailing market practice and industry standard; (d) the length of

employment or engagement with the Group; and (e) the Group’s overal busines objectives

and future development plan.

3.6 In determining the eligibility of Related Entity Participants, the Board may consider factors

including (a) his/her relationship with the Group and any Related Entities; (b) his/her

knowledge, experience, time comitment, responsibilities; and (c) his/her contribution or

potential contribution to the development and growth of the Group and any Related Entities.

3.7 In determining the eligibility of Service Providers, the Board may consider factors including

(a) their skil, knowledge and expertise including their capability and technical know-how; (b)

their experience and network in the relevant industry; (c) the frequency of colaboration and

length of busines relationship with the Group; (d) their background, reputation and track

record; (e) the materiality and nature of busines relationship with the Group; (f) the

replacement cost; (g) the individual performance, and actual and/or potential contribution to

the Group’s busines, in particular, whether such Service Providers could bring positive

impacts to the Group’s busines, such as increase in revenue or profits or a reduction in costs

atributable to or brought by the services provided; (h) strategic importance of the services

rendered, for instance, whether their contributions are ongoing or mision-critical, and

whether such contributions would otherwise justify participation in the Amended Share

Option Scheme if they were employes; and (i) the Group’s future busines plans for any

further colaboration with such contractor, agent, consultant and/or advisor, and the long-term

suport that the Group may receive acordingly.

4. OPTIONS

4.1 The Board shal, subject to and in acordance with the provisions of this Scheme and the

Listing Rules, be entitled to but shal not be bound, at any time on any Busines Day during

the Scheme Period make an Ofer to any Eligible Participant whom the Board may in its

absolute discretion select and subject to such conditions (including, without limitation, any

minimum period for which an Option must be held before it can be exercised and/or any

performance targets which must be achieved before an Option can be exercised) as it may

think fit.

4.2 If the Board determines to make an Ofer to an Eligible Participant in acordance with

paragraph 4.1, the Board shal forward to the relevant Eligible Participant an ofer document

in such form as the Board may from time to time determine which states (or, alternatively,

documents acompanying the ofer document which state), among others:-

(a) the Eligible Participant’s name, adres and ocupation;

(b) the Ofer Date;

(d) the number of Shares in respect of which the Option is ofered;

(e) the Exercise Price and the maner of payment of the Exercise Price for the Shares on

and in consequence of the exercise of the Option;

(f) the Expiry Date in relation to that Option;

(g) the method of aceptance of the Option which shal, unles the Board otherwise

determines, be as set out in paragraph 4.4; and

(h) such other terms and conditions (including, without limitation, any minimum period

for which an Option must be held before it can be exercised and/or any performance

targets which must be achieved before the Option can be exercised) relating to the

Ofer which in the opinion of the Board are fair and reasonable but not being

inconsistent with this Scheme and the Listing Rules.

4.3 An Option shal be demed to have ben granted and acepted by the Grante and to have

taken efect when the duplicate ofer document constituting aceptance of the Option duly

signed by the Grante, together with a remitance in favour of the Company of HK$1.00 by

way of consideration for the grant thereof is received by the Company on or before the

relevant Aceptance Date. Such remitance shal in no circumstances be refundable.

4.4 Any Ofer may be acepted in respect of les than the number of Shares for which it is ofered

provided that it must be acepted in respect of a board lot for dealing in Shares on the Stock

Exchange or an integral multiple thereof and such number is clearly stated in the duplicate

ofer document constituting aceptance of the Option in the maner as set out in paragraph

4.4. To the extent that the Ofer is not acepted by the Aceptance Date, it shal be demed to

have ben irevocably declined.

4.5 The Options shal not be listed or dealt in on the Stock Exchange.

4.6 (a) An Option and an Ofer shal be personal to the Grante and shal not be transferable

or asignable and no Grante shal in any way sel, transfer, charge, mortgage,

encumber or create any interest (legal or beneficial) in favour of any third party over

or in relation to any Option held by him or any Ofer made to him or atempt to do so

(save that the Grante may nominate a nomine in whose name the Shares isued

pursuant to this Scheme may be registered). Any breach of the foregoing shal entitle

the Company to revoke any outstanding Options or any part thereof granted to such

Grante. Such revocation notice shal be final and binding on such Grante and the

Grante shal not be entitled to claim any los or damage against the Company or any

of its directors for such revocation provided that the Company has acted in god faith.

(b) Subject to the Stock Exchange granting the necesary waiver, a grante may transfer

any Options to a vehicle (such as a trust or a private company) for the benefit of the

grante and any family members of such grante including but not limited to for

estate planing and/or tax planing purposes that would continue to met the purpose

of this Scheme and comply with other requirements of Chapter 17 of the Listing

Rules. In the event of any such transfer, the Company shal disclose the beneficiaries

of the trust or the ultimate beneficial owners of the transfere vehicle.

4.7 (a) For so long as the Shares are listed on the Stock Exchange, the Board shal not make

any Ofer after an inside information event has come to the knowledge of the

Company until it has anounced such inside information pursuant to the requirements

of the Listing Rules and Part XIVA of the Securities and Futures Ordinance (Chapter

571 of the Laws of Hong Kong). In particular, no Options shal be granted during the

period comencing one month imediately preceding the earlier of:

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

Exchange in acordance with the Listing Rules) for the aproval of the

Company’s anual results, half-year, quarterly or any other interim period

(whether or not required under the Listing Rules); and

(i) the deadline for the Company to publish an anouncement of results for (i)

any year or half-year period in acordance with the Listing Rules, and (i)

where the Company has elected to publish them, any quarterly or any other

interim period,

and ending on the date of actual publication of the results anouncement (including

any period of delay in publishing a results anouncement).

(b) Where the grant of Options is to a director of the Company, notwithstanding

paragraph 4.7 above, no Options shal be granted to the directors of the Company: (i)

during the period of 60 days imediately preceding the publication date of the anual

results or, if shorter, the period from the end of the relevant financial year up to the

publication date of the results (including any period of delay in publishing a results

anouncement); and (i) during the period of 30 days imediately preceding the

publication date of the quarterly results (if any) and half-year results or, if shorter, the

period from the end of the relevant quarterly or half-year period up to the publication

date of the results (including any period of delay in publishing a results

anouncement).

4.8 Save for the circumstances prescribed below and paragraph 7.3(c), the vesting period for

Options shal not be les than 12 months:

(b) grants of “make-whole” Options to new joiners to replace the award shares they

forfeited when leaving the previous employers;

newly acquired subsidiary of the Company to replace the awards or Options he

forfeited upon the acquisition of the subsidiary by the Company. In such case, the

vesting period may be shorter to reflect the remaining vesting period in respect of the

forfeited Options;

(d) grants to an Eligible Participant whose employment is terminated due to retirement,

death or disability, or reasons other than resignation or Cause. In such

circumstance(s), the vesting of an option may acelerate;

(e) grants that are made in batches during a year for administrative and compliance

reasons, which include Options that should have ben granted earlier if not for such

administrative or compliance reasons but had to wait for subsequent batch. In such

cases, the vesting periods may be shorter to reflect the time from which an option

would have ben granted;

(f) grants of Options with a mixed or acelerated vesting schedule such as where the

Options may vest evenly over a period of twelve (12) months;

(g) grants with performance-based vesting conditions, in lieu of time-based vesting

criteria; or

(h) grants of Options with a total vesting period and holding period of more than 12

months.

4.9 Subject as aforesaid and other provisions of the Listing Rules, the Board may in its discretion

when ofering the grant of an option impose any conditions, restrictions or limitations in

relation thereto in adition to those set forth in this Scheme as the Board may think fit (to be

stated in the leter containing the ofer of the grant of the option), including (without prejudice

to the generality of the foregoing) the achievement of any performance targets by the

Company and/or the grante before the right to exercise the option in respect of any of the

Shares shal vest provided that such terms or conditions shal not be inconsistent with any

other terms or conditions of the scheme.

4.10 Proposed performance targets include busines, financials, operations and creation of capital

value for the Group’s busines segments (such as increase in revenue and net profit after tax)

as wel as that for the Eligible Participants based on individual performance indicators

relevant to their roles and responsibilities and such other goals as the Board may determine

from time to time depending on factors including the general market environment and

development of the busines of the Group, in each case as specified by the Directors in their

sole discretion with the aim of ofering meaningful incentives for furthering the purpose of

the scheme.

4.11 The Directors (or, as the case may be, the Remuneration Comite) wil conduct asesment

at the end of the performance period by comparing the performance of the busines segments

and the individual performance of the Eligible Participants with the pre-agred targets to

determine whether the targets and the extents to which have ben met. No performance

targets are required to be achieved by any option holder before an option is capable of being

exercised by the option holder except as otherwise imposed by the Directors and stated in the

relevant ofer leter.

5. OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL

SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE

ASOCIATES

5.1 Subject to paragraphs 4.2, 5.2, 5.3 and 9.1, only insofar as and for so long as the Listing Rules

require, if the Board determines to make an Ofer to a director, chief executive or substantial

shareholder of the Company or any of their respective asociates, such grant shal first be

subject to the aproval by the independent non-executive directors of the Company (and in

the event that the Board makes an Ofer to an independent non-executive director of the

Company or his or her asociates, the vote of such independent non-executive director shal

not be counted for the purposes of aproving such grant).

5.2 Where any grant of Options or awards to an Eligible Participant would result in the Shares

isued and to be isued in respect of al Options and awards granted to such person (excluding

any Options and awards lapsed in acordance with the terms of this Scheme) in the 12-month

period up to and including the date of such grant representing in agregate over 1 per cent. of

the Shares of the Company in isue (excluding treasury shares, if any), such grant must be

separately aproved by Shareholders of the Company in general meting with such Eligible

Participant and his/her close asociates (or asociates if the Eligible Participant is a conected

person) abstaining from voting. The Company must send a circular to the Shareholders. The

circular must disclose the identity of the Eligible Participant, the number and terms of the

options or awards to be granted (and those previously granted to such Eligible Participant in

the 12-month period), the purpose of granting options or awards to the Eligible Participant

and an explanation as to how the terms of the options and awards serve such purpose. The

number and terms of the options or awards to be granted to such Eligible Participant must be

fixed before Shareholders’ aproval. In respect of any options or awards to be granted, the

date of the board meting for proposing such further grant should be taken as the date of grant

for the purpose of calculating the exercise price under the Listing Rules.

5.3 Where any grant of options or awards to an independent non-executive Director or a

substantial shareholder (as defined in the Listing Rules) of the Company, or any of their

respective asociates, would result in the Shares isued and to be isued in respect of al

options and awards granted (excluding any options and awards lapsed in acordance with the

terms of this Scheme to such person in the 12-month period up to and including the date of

such grant) representing in agregate over 0.1% of the relevant clas of shares in isue

(excluding treasury shares, if any), such further grant of options and awards must be aproved

by Shareholders in general meting. The Company must send a circular to the Shareholders.

The Grante, his/her asociates and al core conected persons of the Company must abstain

from voting in favour at such general meting. The Company must comply with the

requirements under Rule 17.04 of the Listing Rules.

6. EXERCISE PRICE

The Exercise Price in relation to each Option ofered to an Eligible Participant shal, subject

to the adjustments refered to in paragraph 10, be determined by the Board in its absolute

discretion but in any event must be at least the higher of:

(a) the closing price of the Shares as stated in the daily quotation shets of the Stock

Exchange on the Ofer Date;

(b) the average of the closing price of the Shares as stated in the daily quotation shets of

the Stock Exchange for the five Busines Days imediately preceding the Ofer Date;

and

provided that for the purpose of determining the Exercise Price where the Shares have ben

listed on the Stock Exchange for les than five Busines Days preceding the Ofer Date, the

isue price of the Shares in conection with such listing shal be demed to be the closing

price of the Shares for each Busines Day faling within the period before the listing of the

Shares on the Stock Exchange.

7. EXERCISE OF OPTIONS

7.1 Subject to paragraphs 7.2 and 7.3, an Option shal be exercised in whole or in part and, other

than where it is exercised to the ful extent outstanding, shal be exercised in integral

multiples of such number of Shares as shal represent one board lot for dealing in Shares on

the Stock Exchange for the time being, by the Grante by giving notice in writing to the

Company stating that the Option is thereby exercised and the number of Shares in respect of

which it is exercised. Each such notice must be acompanied by a remitance for the ful

amount of the Exercise Price for the Shares in respect of which the notice is given. As son as

practicable after receipt of the notice and the remitance and, where apropriate, receipt of the

certificate by the Auditors or the aproved independent financial adviser as the case may be

pursuant to paragraph 10, the Company shal (i) alot and isue the relevant number of Shares

to the Grante credited as fuly paid and isue to the Grante certificates in respect of the

Shares so aloted, or (i) transfer the relevant number of treasury shares to the Grante.

7.2 The exercise of any Option shal be subject to the shareholders of the Company in general

meting aproving any necesary increase in the authorised share capital of the Company (as

aplicable).

7.3 Subject as hereinafter provided, an Option may be exercised by a Grante at any time or

times during the Option Period provided that:-

(a) in the event of the Grante ceasing to be an Eligible Participant for any reason other

than on his/her death, il-health, injury, disability or the termination of his/her

relationship with the Company and/or any of the Subsidiaries on one or more of the

grounds specified in paragraph 8.1(e), the Grante may exercise the Option up to

his/her entitlement at the date of cesation of being an Eligible Participant (to the

extent not already exercised) within the period of six months (or such longer period

as the Board may determine) folowing the date of such cesation (which date shal

be, in relation to a Grante who is an Eligible Participant by reason of his/her

employment with the Company or any of the Subsidiaries, the last actual working day

with the Company or the relevant Subsidiary whether salary is paid in lieu of notice

or not);

(b) in the case of the Grante ceasing to be an Eligible Participant by reason of death, il-

health, injury or disability (al evidenced to the satisfaction of the Board) and none of

the events which would be a ground for termination of his/her relationship with the

Company and/or any of the Subsidiaries under paragraph 8.1(e) has ocured, the

Grante or the Personal Representative(s) of the Grante shal be entitled within a

period of 18 months (or such longer period as the Board may determine) from the

date of cesation of being an Eligible Participant or death to exercise the Option in

ful (to the extent not already exercised);

scheme of arangement or general ofer, or in the event of a disolution or liquidation

of the Company, the Company shal at its sole discretion determine whether the

vesting dates of any Options to the Eligible Participants wil be acelerated and/or

determine such conditions or limitations to which the exercise of such Options wil be

subject. For the purpose of this paragraph, “control” shal have the meaning as

specified in the Codes on Takeovers and Mergers and Share Buy-backs isued by the

SFC from time to time.

(d) if, pursuant to the Companies Law, a compromise or arangement betwen the

Company and its members and/or creditors is proposed for the purposes of or in

conection with a scheme for the reconstruction of the Company or its amalgamation

with any other company or companies, the Company shal give notice thereof to al

the Grantes (together with a notice of the existence of the provisions of this

paragraph) on the same day as it despatches to members and/or creditors of the

Company a notice sumoning the meting to consider such a compromise or

arangement, and thereupon each Grante shal be entitled to exercise al or any of

his/her Options in whole or in part at any time prior to 12:00 non (Hong Kong time)

on the Busines Day imediately preceding the date of the meting directed to be

convened by the relevant court for the purposes of considering such compromise or

arangement and if there are more than one meting for such purpose, the date of the

first meting. With efect from the date of such meting, the rights of al Grantes to

exercise their respective Options shal forthwith be suspended. Upon such

compromise or arangement becoming efective, al Options shal, to the extent that

they have not ben exercised, lapsed and determined. The Board shal endeavour to

procure that the Shares isued as a result of the exercise of Options in such

circumstances shal for the purposes of such compromise or arangement form part of

the isued share capital of the Company on the efective date thereof and that such

Shares shal in al respects be subject to such compromise or arangement. If for any

reason such compromise or arangement is not aproved by the relevant court

(whether upon the terms presented to the relevant court or upon any other terms as

may be aproved by such court) the rights of the Grantes to exercise their respective

Options shal with efect from the date of the making of the order by the relevant

court be restored in ful as if such compromise or arangement had not ben proposed

by the Company and no claim shal lie against the Company or any of its oficers for

any los or damage sustained by any Grante as a result of the aforesaid suspension;

and

7.4 No dividends shal be payable in relation to Shares that are the subject of Options that have

not ben exercised. The Shares to be aloted and isued or the treasury shares to be

transfered upon the exercise of an Option shal not cary voting rights until completion of the

registration of the Grante (or such other person nominated by the Grante) as the holder

thereof. Subject as aforesaid, the Shares to be aloted and isued or the treasury shares to be

transfered upon the exercise of an Option shal be subject to al the provisions of the Articles

and shal rank pari pasu in al respects with and shal have the same voting, dividend8,

transfer and other rights, including those arising on liquidation of the Company as atached to

the fuly- paid Shares in isue on the date of isue and rights in respect of any dividend or

other distributions paid or made on or after the date of isue. Shares aloted and isued or

treasury shares to be transfered on the exercise of an Option shal not rank for any rights

ataching to Shares by reference to a record date preceding the date of alotment or transfer (as

the case may be).

8. EXPIRY OF OPTION

8.1 An Option shal lapse automaticaly and not be exercisable (to the extent not already

exercised) on the earliest of:-

(a) the Expiry Date relevant to that Option;

(b) the expiry of any of the periods refered to in paragraph 7.3;

paragraph 7.3(c) becomes efective;

(d) the date of comencement of the winding-up of the Company (as determined in

acordance with the Companies Law);

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

termination of his/her relationship with the Company and/or any of the Subsidiaries

on any one or more of the folowing grounds (“Cause”):

(i) that he/she has ben guilty of serious misconduct or breach of ethical code;

(i) that he/she has ben convicted of any criminal ofence involving his/her

integrity or honesty or in relation to an employe of the Company and/or any

of the Subsidiaries;

(i) that he/she has become insolvent, bankrupt or has made arangements or

compositions with his/her creditors generaly; or

(iv) on any other ground as determined by the Board that would warant the

termination of his/her employment at comon law or pursuant to any

aplicable laws or under the Grante’s service contract with the Company or

the relevant Subsidiary. A resolution of the Board or the board of directors of

the relevant Subsidiary to the efect that the relationship of a Grante has or

has not ben terminated on one or more of the grounds specified in this

paragraph shal be conclusive; and

(f) the date on which the Board shal exercise the Company’s right to revoke the Option

at any time after the Grante comits a breach of paragraph 4.6(a) or the Options are

clawed back in acordance with paragraph 15.

8.2 An Option shal not be exercisable on the date on which such Option is canceled in

acordance with paragraph 16.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

9.1 Unles further aproval has ben obtained pursuant to paragraphs 9.2 and/or 9.3 and subject

to paragraphs 9.4 and 9.5, the total number of Shares which may be isued upon exercise of

al Options to be granted under this Scheme and al options and awards to be granted under

any other schemes of the Company that are funded by the alotment and isue of new Shares

or transfer of treasury shares shal not in agregate exced 10 per cent. of the total number of

Shares in isue (excluding treasury shares, if any) as at the Amendment Date (the “Scheme

Mandate Limit”), or such other date when the Scheme Mandate Limit was last refreshed.

9.2 Within the Scheme Mandate Limit, the total number of Shares which may be isued

(including any treasury shares which may be transfered, as aplicable) in respect of al

Options which may be granted at any time under this Scheme together with options and

awards which may be granted under any other share schemes for the time being of the

Company to Service Providers shal not exced such number of Shares as equivalent to 2 per

cent. of the isued share capital of the Company (excluding treasury shares) as at the

Amendment Date (the “Service Provider Sublimit”). Options lapsed in acordance with the

terms of this Scheme wil not be regarded as utilised for the purpose of calculating the

Scheme Mandate Limit.

9.3 The Company may sek aproval by the Shareholders in general meting for refreshing the

Scheme Mandate Limit and the Service Provider Sublimit under this Scheme after thre (3)

years from the date of Shareholders’ aproval for the last refreshment (or, as the case may be,

the Amendment Date), provided that the limit so refreshed must not exced 10% of the

relevant clas of Shares in isue (excluding treasury shares) as at the date of pasing the

relevant resolution.

9.4 Any refreshment within any thre-year period must be aproved by Shareholders of the

Company subject to the folowing provisions:

(a) any controling Shareholders 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) must abstain from voting in

favour of the relevant resolution at the general meting; and

(b) the Company must comply with the requirements as required under Rules 13.39(6)

and (7), and 13.40, 13.41 and 13.42 of the Listing Rules or such other provisions as

required under Rule 17.03C of the Listing Rules.

The requirements under paragraphs (a) and (b) do not aply if the refreshment is made

imediately after an isue of securities by the Company to the Shareholders on a pro rata

basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the

Scheme Mandate Limit or the Service Provider Sublimit (as a percentage of the Shares in

isue) upon refreshment is the same as the unused part of the Scheme Mandate Limit or the

Service Provider Sublimit (as the case may be) imediately before the isue of securities,

rounded to the nearest whole Share.

9.5 The Company may sek separate aproval by the Shareholders in general meting for

granting Options beyond the Scheme Mandate Limit or the Service Provider Sublimit

provided the Options in exces of the limit are granted only to Eligible Participants

specificaly identified by the Company before such aproval is sought. The Company must

send a circular to the Shareholders containing the name of each specified Eligible Participants

who may be granted such Options, the number and terms of the Options to be granted to each

Eligible Participants, and the purpose of granting Options to the specified Eligible

Participants with an explanation as to how the terms of the Options serve such purpose. The

number and terms of Options to be granted to such Eligible Participants must be fixed before

Shareholders’ aproval. In respect of any Options to be granted, the date of the board meting

for proposing such grant should be taken as the date of grant for the purpose of calculating the

exercise price under the Listing Rules.

10. CAPITAL RESTRUCTURING

10.1 In the event of any capitalisation isue, rights isue, open ofer (if there is a price dilutive

element), sub-division, consolidation of shares, or reduction of capital of the Company (other

than an isue of Shares as consideration in respect of a transaction) in acordance with

aplicable laws and regulatory requirements, such coresponding alterations (if any) shal be

made in:

(a) the number of Shares subject to any outstanding Options; and/or

(b) the Exercise Price,

as the Board consider to be fair and reasonable, or (to the extent required under Rule 17.03(13)

of the Listing Rules (or other aplicable requirements under the Listing Rules) as the

Auditors or the aproved independent financial adviser shal certify in writing to the Board,

either generaly or as regards any particular Grante, to be in their opinion fair and reasonable,

in compliance with Rule 17.03(13) of the Listing Rules (or such other aplicable requirements

under the Listing Rules, as the case may be) and the note thereto and the suplementary

guidance isued by the Stock Exchange in relation thereto and any future guidance and

interpretation of the Listing Rules isued by the Stock Exchange from time to time and the

note thereto, provided that any such alterations shal be made on the basis that a Grante shal

have the same proportion of the isued share capital of the Company as that to which he/she

was entitled to subscribe had he/she exercised al the Options held by him imediately before

such adjustments and the agregate Exercise Price payable by a Grante on the ful exercise

of any Option shal remain as nearly as posible the same as (but shal not be greater than) it

was before such event and that no such alterations shal be made if the efect of such

alterations would be to enable a Share to be isued at les than its nominal value. The capacity

of the Board, the Auditors or the aproved independent financial adviser, as the case may be,

in this paragraph is that of experts and not arbitrators and their certificate shal, in the absence

of manifest eror, be final and conclusive and binding on the Company and the Grantes. The

isue of securities as consideration in a transaction is not to be regarded as a circumstance

requiring any such alterations.

10.2 If the Company conducts a share consolidation or subdivision after the Scheme Mandate

Limit or the Service Provider Sublimit has ben aproved in general meting, the maximum

number of Shares that may be isued in respect of al options or awards to be granted under al

of the schemes of the Company under the Scheme Mandate Limit or the Service Provider

Sublimit (as the case may be) 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.

11. SUFICIENT SHARE CAPITAL

Subject to paragraph 7.2, the Board shal at al times set aside for the purposes of this Scheme,

out of the authorised but unisued share capital of the Company, such number of Shares as the

Board may from time to time determine to be suficient to met subsisting requirements for

the exercise of outstanding Options.

12. DISPUTES

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

subject to an Option, the amount of the Exercise Price or otherwise) shal be refered to the

Auditors to the Company who shal act as experts and not as arbitrators and whose decision

shal, in the absence of manifest eror, be final, conclusive and binding on al persons who

may be afected thereby.

13. ALTERATION OF THIS SCHEME

13.1 The terms and conditions of this Scheme and the regulations for the administration and

operation of this Scheme (provided that the same are not inconsistent with this Scheme and

the Listing Rules) may be altered in any respect by resolution of the Board subject to the

folowing:

(a) any alterations to the terms and conditions of this Scheme which are of a material

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

of the Listing Rules to the advantage of Grante must be aproved by the

Shareholders in general meting; or

(b) any change to the terms of Options granted to a Grante must be aproved by the

Board, the Remuneration Comite, the independent non-executive Directors and/or

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

by the Board, the Remuneration Comite, the independent non-executive Directors

and/or the Shareholders (as the case may be). This requirement does not aply where

the alterations take efect automaticaly under the existing terms of this Scheme;

requirements of Chapter 17 of the Listing Rules; and

(d) any change to the authority of the Directors or scheme administrators to alter the

terms of this Scheme must be aproved by Shareholders in general meting.,

13.2 Any change in the terms of Options and awards granted to an Eligible Participant who is a

Director, chief executive or substantial shareholder of the Company, or any of their respective

asociates, must be aproved by Shareholders for the Company in the maner as set out in

Rule 17.04 of the Listing Rules if the initial grant of the Options and awards requires such

aproval (except where the changes take efect automaticaly under the existing terms of this

Scheme).

14. TERMINATION

14.1 The Company by resolution in general meting or the Board may at any time resolve to

terminate the operation of this Scheme and in such event no further Ofers shal be made but

the provisions of this Scheme shal remain in force to the extent necesary to give efect to the

exercise of any Option granted prior to the termination or otherwise as may be required in

acordance with the provisions of this Scheme and Options granted prior to such termination

shal continue to be valid and exercisable in acordance with this Scheme.

15. CLAWBACK MECHANISM

15.1 The Board may at its discretion determine and provide in the ofer leter at the grant of the

relevant Options any performance target(s) as the Board may then specify which must be

achieved by the grante before any of the Options can be exercised, as wel as the clawback

mechanism for the Company to recover or withold any Options to any Eligible Participants.

15.2 Notwithstanding the terms and conditions of this Scheme, if any of the folowing events shal

ocur during the Option Period:

(a) there being a material mistatement in the audited financial statements of the

Company that requires a restatement; or

(b) the Grante being guilty of fraud, gros negligence or persistent or serious or wilful

misconduct, or has become bankrupt or has made any arangement or composition

with his creditors generaly, or has ben convicted of any criminal ofence involving

his integrity or honesty, or on any other ground on which an employer would be

entitled to terminate his employment sumarily,

the Board (upon considering the recomendations of the senior management) may (but is not

obliged to) by notice in writing to the grante concerned:

(i) claw back such number of Options (to the extent not already exercised) granted as the

Board may consider apropriate; or

(i) extend the vesting period (regardles of whether the initial vesting date has ocured)

in relation to al or any of the Options (to the extent not already exercised) to such

longer period as the Board may consider apropriate.

15.3 The Options that are clawed back pursuant to the above shal be regarded as lapsed, and the

Options so lapsed shal not be regarded as utilised for the purpose of calculating the Scheme

Mandate Limit and the Service Provider Sublimit.

16. CANCELATION OF OPTIONS

Any cancelation of Options granted but not exercised must be aproved by the Grantes of

the relevant Options in writing. For the avoidance of doubt, such aproval is not required in

the event any Option is revoked and lapsed pursuant to paragraph 4.6. Where the Company

cancels Options, the grant of new Options to the same Grante may only be made under this

Scheme within the limits set out in paragraphs 4.1, 9.1 and 9.2.

17. DISCLOSURE IN ANUAL AND INTERIM REPORTS

The Board shal procure that details of this Scheme and other schemes of the Company and its

Subsidiaries are disclosed in the anual reports and interim reports of the Company in

compliance with the Listing Rules in force from time to time.

18. GENERAL

18.1 The Company shal bear the costs of establishing and administering this Scheme (including

the costs of the Auditors or the aproved independent financial advisor, as the case may be, in

relation to the preparation of any certificate or the provision of any other services in relation

to this Scheme).

18.2 Any notices, documents or other comunication betwen the Company and a Grante shal

be in writing and may be given by sending the same by prepaid post or by personal delivery

or by e-mail to, in the case of the Company, its principal place of busines in Hong Kong and,

in the case of the Grante, his/her adres in Hong Kong or e-mail adres as notified to the

Company from time to time.

18.3 Any notice or other comunication served:-

(a) by the Company shal be demed to have ben served 48 hours after the same was put

in the post or if delivered by hand, when delivered, or if sent by e-mail, at the time of

transmision by the Company (as recorded on the device from which the Company

sent the e-mail provided that no automated notification of delivery failure was

received by the Company); 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 No grant of Options shal be made pursuant to this Scheme except in such circumstances that

the Company wil not be required under the aplicable laws, rules and regulations to isue a

prospectus or other ofer document in respect thereof, and wil not result in any breach by the

Company of any aplicable laws, rules and regulations. Al alotments and isue of Shares (or

transfer of treasury shares) pursuant to this Scheme shal be subject to any necesary consents

under the relevant laws, enactments or regulations for the time being to which the Company is

subject. A Grante shal be responsible for obtaining any governmental or other oficial

consent that may be required by any country or jurisdiction for, or in conection with the

grant or exercise of an Option. 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.

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

constituting the Options themselves) against the Company directly or indirectly or give rise to

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

18.6 This Scheme shal not form part of any contract of employment betwen the Company or any

of the Subsidiaries and any Eligible Participant who is an employe of the Company and/or

any of the Subsidiaries and the rights and obligations of any Eligible Participant under the

terms of his/her ofice or employment shal not be afected by his/her participation in it and

this Scheme shal aford such an Eligible Participant no aditional rights to compensation or

damages in consequence of the termination of such ofice or employment for any reason.

18.7 The Company shal maintain al necesary boks of acount and records relating to this

Scheme.

18.8 This Scheme shal in al respects be administered by the Board which (a) shal administer this

Scheme in acordance with the provisions hereof and al aplicable requirements of the

Listing Rules; and (b) may make such rules not being inconsistent with the terms and

conditions hereof and the Listing Rules for the conduct of this Scheme and the determination

and terms of each entitlement under an Option as the Board thinks fit.

18.9 A Grante who is a member of the Board may, subject to and in acordance with the Articles,

notwithstanding his/her interest, vote on any Board resolution concerning this Scheme (other

than in respect of his/her own participation therein) and may retain any benefit under this

Scheme.

19. GOVERNING LAW

This Scheme and al Options granted hereunder are governed by and shal be construed in

acordance with the laws of Hong Kong.

1. DEFINITIONS . 1

2. CONDITIONS . 4

3. PURPOSE, DURATION AND CONTROL OF SCHEME AND WHO MAY JOIN . 4

4. OPTIONS . 5

5. OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL

6. EXERCISE PRICE . 9

7. EXERCISE OF OPTIONS . 9

8. LAPSE OF OPTION . 11

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION . 11

10. CAPITAL RESTRUCTURING . 13

11. SUFICIENT SHARE CAPITAL . 13

12. DISPUTES . 13

13. ALTERATION OF THIS SCHEME . 14

14. TERMINATION . 14

15. CLAWBACK MECHANISM . 14

16. CANCELATION OF OPTIONS . 15

17. DISCLOSURE IN ANUAL AND INTERIM REPORTS . 15

18. GENERAL . 15

19. GOVERNING LAW . 16

1. DEFINITIONS

2. CONDITIONS

3. PURPOSE, DURATION AND CONTROL OF SCHEME AND WHO MAY JOIN

4. OPTIONS

5. OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL

6. EXERCISE PRICE

7. EXERCISE OF OPTIONS

8. EXPIRY OF OPTION

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

Company subject to the folowing provisions:

10. CAPITAL RESTRUCTURING

11. SUFICIENT SHARE CAPITAL

12. DISPUTES

13. ALTERATION OF THIS SCHEME

14. TERMINATION

15. CLAWBACK MECHANISM

16. CANCELATION OF OPTIONS

17. DISCLOSURE IN ANUAL AND INTERIM REPORTS

18. GENERAL

19. GOVERNING LAW

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