09676 十月稻田展示文件：股份奖励计划

Shiyue Daotian Group Co., Ltd.

十月稻田集团股份有限公司

RULES RELATING TO

Shiyue Daotian Group 2025 Share Award Scheme

1 DEFINITIONS AND INTERPRETATION

(A) In these rules of the Scheme, unles the context otherwise requires, the folowing

words and expresions shal have the meaning shown oposite to them below:-

“Adoption Date” the date on which this Scheme is adopted by the

Shareholders;

“Articles” the articles of asociation of the Company from time to

time;

“asociate” has the meaning ascribed thereto under the Listing Rules;

“Authorised

Representative(s)”

any one or more of the Directors or person of the

Company delegated with the power and authority by the

Board to administer the Scheme pursuant to Paragraph

4(A);

“Award” an award of the Awarded Shares by the Board or the

Scheme Administrator to a Selected Participant in

acordance with these Scheme Rules;

“Awarded Share(s)” in respect of a Selected Participant, such number of

Shares as awarded to him by the Board or the Scheme

Administrator;

“Board” the board of directors of the Company and if the context

so permits, it shal include such comite or sub-

comite or person(s) as from time to time delegated

with the power and authority by the board of directors of

the Company to administer the Scheme and/or to deal

with the Trust/Truste in any maner as authorised by the

board of directors of the Company;

“Busines Day” a day (other than Saturday, Sunday or public holiday) on

which the Stock Exchange is open for trading and on

which banks are open for busines in Hong Kong;

“Change in Control” the ocurence of any of the folowing events:

(a) Change in Ownership of the Company: a change in

the ownership of the Company which ocurs on the

date that any one person, or more than one person

acting as a group (“Person”), acquires ownership

of the stock of the Company that, together with the

stock held by such Person, constitutes more than

30% of the total voting power of the stock of the

Company, except that any change in the ownership

of the stock of the Company as a result of a private

financing of the Company that is aproved by the

Board wil not be considered a Change in Control;

(b) Change in Ownership of a Substantial Portion of

the Company’s Asets: a change in the ownership

of a substantial portion of the Company’s asets

which ocurs on the date that any Person acquires

(or has acquired during the twelve (12) month

period ending on the date of the most recent

acquisition by such person or persons) asets from

the Company that have a total gros fair market

value equal to or more than 50% of the total gros

fair market value of al of the asets of the

Company imediately prior to such acquisition or

acquisitions. For purposes of this subsection (b),

gros fair market value means the value of the

asets of the Company, or the value of the asets

being disposed of, determined without regard to

any liabilities asociated with such asets.

For purposes of this definition, persons wil be

considered to be acting as a group if they are owners of

a corporation that enters into a merger, consolidation,

purchase or acquisition of stock, or similar busines

transaction with the Company.

Further and for the avoidance of doubt, a transaction wil

not constitute a Change in Control if: (i) its sole purpose

is to change the jurisdiction of the Company’s

incorporation, or (i) its sole purpose is to create a

holding company that wil be owned in substantialy the

same proportions by the persons who held the

Company’s securities imediately before such

transaction;

“Company” Shiyue Daotian Group Co., Ltd. (十月稻田集团股份有

限公司), a joint stock limited liability company

incorporated in the People’s Republic of China;

“conected person” has the meaning ascribed thereto under the Listing Rules;

“Contributed Amount”

cash paid or made available to the Trust by way of

setlement or otherwise contributed by the Company, any

Subsidiary, any Significant Shareholder, and/or any

party designated by the Company as permited under the

Scheme to the Trust as determined by the Board or the

Scheme Administrator from time to time;

“Director(s)” director(s) (including independent non-executive

director) of the Company;

“Eligible Participant” any individual being an Employe Participant or Related

Entity Participant at any time during the Trust Period;

“Employe Participant” a director or an employe of the Company or any of its

subsidiaries (including a person who is granted Awards

as an inducement to enter into employment contracts

with these companies) selected by the Board or the

Scheme Administrator for participation in the Scheme

pursuant to Paragraph 5.2, provided always that such

term shal exclude any person who at the relevant time

has tendered his resignation or who is working out his

period of notice pursuant to his employment contract or

otherwise;

“ESOP System” refers to the system implemented for the employes’ share

ownership plan administered by Futu Network Technology

Co., Ltd., an afiliate of the Truste, for asisting the

operation of this Scheme;

“Excluded Participant” any Eligible Participant who is resident in a place where

the grant of an Award and/or the vesting and transfer of

the Awarded Shares pursuant to the terms of the Scheme

is not permited under the laws or regulations of such

place or where in the view of the Board or the Scheme

Administrator or the Truste (as the case may be),

compliance with aplicable laws or regulations in such

place makes it necesary or expedient to exclude such

Eligible Participant;

“Grant Date” the date (which shal be a Busines Day) on which the

Grant is made to an Eligible Participant, being the date

of the Grant Leter;

“Grant Leter” has the meaning ascribed to it in Paragraph 5.2(F) in this

Scheme Rules;

“Group” the Company and its Subsidiaries from time to time, and

“member of the Group” means any or a specific one of

them;

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

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

People’s Republic of China;

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

Stock Exchange;

“Personal Data” has the meaning set out in the Personal Data (Privacy)

Ordinance (Cap. 486 of the laws of Hong Kong)

including any statutory modification or re-enactment for

the time being in force;

“Purchase Price” The consideration, if any, as determined at the sole and

absolute discretion of the Board or the Scheme

Administrator, payable by a Selected Participant to the

Company for aceptance or exercising of an Award;

“Related Entity

Participant”

directors and employes of the holding companies,

felow Subsidiaries or asociated companies of the

Company;

“Related Income” any and al cash and non-cash income, dividends or

distributions, and non-cash and non-scrip distributions in

respect of any Shares les any tax, fes, levies, stamp

duty and other charges aplicable;

“Residual Cash”

(a) any Contributed Amount, if received by the Trust

for the purchase of Shares, which is unutilized and,

if aplicable, un-refunded to the Company or such

other person who contributed the Contributed

Amount; and

(b) other cash in the Trust Fund (including without

limitation (i) any cash income or dividends derived

from or in respect of Shares held under the Trust;

(i) other cash income or net proceds of sale of

non-cash and non-scrip distribution derived from

or in respect of the Shares held under the Trust; and

(i) al interest or income derived from deposits

maintained with licensed or regulated banks in

Hong Kong or elsewhere);

“Scheme” the “Shiyue Daotian Group 2025 Share Award Scheme”

constituted by the rules hereof, in its present form or as

amended from time to time;

“Scheme Administrator” has the meaning ascribed to it in Paragraph 4(B) in this

Scheme Rules;

“Scheme Rules” means the rules relating to the Scheme as set out hereof

in its present form or as amended from time to time;

“Selected Participant (s)” Eligible Participant(s) selected by the Board or the

Scheme Administrator pursuant to Paragraph 5.2(A) in

this Scheme Rules for participation in the Scheme (or his

legal personal representative or lawful sucesor as the

case may be);

“SFO” the Securities and Futures Ordinance (Cap. 571 of the

Laws of Hong Kong);

“Shares” ordinary shares of HK$0.1 each in the capital of the

Company (or of such other nominal amount as shal

result from a sub-division, consolidation, reclasification

or reconstruction of the share capital of the Company

from time to time);

“Significant

Shareholder”

a person who has beneficial ownership of 5% of the

isued share capital of the Company, or control over 5%

of the voting powers of the Company, whether directly

or indirectly;

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

“Subsidiary” has the meaning given to it by the Listing Rules;

“Trust” the trust constituted by the Trust Ded;

“Trust Ded” a trust ded to be entered into betwen the Company as

setlor and the Truste as truste of the Trust (as restated,

suplemented and amended from time to time);

“Trust Fund” the funds and properties held directly or indirectly under

the Trust and managed by the Truste for the benefit of

the Selected Participants (other than the Excluded

Participants), including without limitation:

(a) HK$100 as initial sum;

(b) al Shares acquired by the Truste for the purpose

of the Trust (including but not limited to any

Awarded Shares whether or not vested in a

Selected Participant) and such other scrip income

(including but not limited to bonus Shares and

scrip dividends declared by the Company) derived

from the Shares held upon the Trust;

(d) any other property hereafter paid, transfered, or

delivered to or otherwise placed under the control

of and (in any such case) acepted by the Truste

as aditions to the Trust Fund; and

(e) al other properties from time to time representing

(a) to (d) above;

“Trust Period” shal have the meaning as set out in the Trust Ded;

“Truste” the truste as apointed under the Trust Ded to act as

truste of the Trust, and any aditional or replacement

trustes, being the truste or trustes for the time being

of the trusts declared in the Trust Ded;

“Vesting Date” in respect of a Selected Participant, the date on which his

entitlement to the relevant Award is vested in such

Selected Participant in acordance with Paragraph

5.4(A) in this Scheme Rules and other terms of the

Scheme; and

“Vesting Notice” has the meaning ascribed to it in Paragraph 5.4(B) in this

Scheme Rules.

(B) In these rules of the Scheme, save where the context otherwise requires:-

(i) the headings are inserted for convenience only and shal not limit, vary,

extend or otherwise afect the construction of any provision of these rules of

the Scheme;

(i) references to Paragraphs are references to paragraphs of these rules of the

Scheme;

(i) references to any statute or statutory provision shal be construed as

references 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 legislation enacted under the relevant statute;

(iv) expresions in the singular shal include the plural and vice versa;

(v) expresions in any gender shal include other genders; and

(vi) references to persons shal include bodies corporate, corporations,

partnerships, sole proprietorships, organisations, asociations, enterprises,

branches and entities of any other kind.

2 PURPOSES AND OBJECTIVES

(A) The specific objectives of the Scheme are:-

(i) to recognise the contributions by certain Eligible Participants and to provide

them with incentives in order to retain them for the continual operation and

development of the Group.

(B) These rules serve to set out the terms and conditions upon which the incentive

arangement for the Eligible Participants shal operate.

3 DURATION

Subject to any early termination as may be determined by the Board pursuant to

Paragraph 10 in this Scheme Rule, the Scheme shal be valid and efective for a term

of (10) years comencing on the Adoption Date, after which no further Awards wil

be granted.

4 ADMINISTRATION

(A) The Scheme shal be subject to the administration of the Board and the Truste in

acordance with the Scheme Rules and the Trust Ded. The Board shal have the right

to, (i) apoint a new truste or replace any truste(s) in relation to the administration,

exercise and vesting of Awards granted under the Scheme; (i) by resolution, delegate

the power and authority by the Board to, on behalf of the board, give instructions or

notices to the Truste on al maters in conection with the Awards and other maters

in the routine administration of the Trust to the Authorised Representative(s); and (i)

make such other decisions or determination as it shal dem apropriate provided that

the same are not inconsistent with the Scheme Rules, the Articles, the Listing Rules

and aplicable laws. Any decision of the Board made in acordance with the Scheme

Rules shal be final and binding on al parties, provided that such decision is made in

acordance with the Articles, the Listing Rules and any aplicable law.

(B) The authority to administer the Scheme may be delegated by the Board to Authorised

Representative(s) as it demed apropriate at the sole discretion of the Board (the

“Scheme Administrator”), including its powers to ofer or grant Awards and to

determine the terms and conditions of such Awards, provided that nothing in this

Paragraph 4 shal prejudice the Board’s power to revoke such delegation at any time

or derogate from the discretion rested with the Board as contemplated in Paragraph

4(A).

with Paragraph 4(B) in relation to the operation of the Scheme or interpretation of the

Scheme Rules shal be final and binding on al parties. In the event of any

disagrement or ambiguity, the decision of the Board shal prevail.

(D) Subject to the Scheme Rules and any aplicable laws, rules and regulations, the

Scheme Administrator shal have the power from time to time to:

(i) construe and interpret the Scheme Rules and the terms of the Awards granted

from time to time;

(i) make or vary such arangements, guidelines, procedures and/or regulations

for the administration, interpretation, implementation and operation of the

Scheme pursuant to the Scheme Rules;

(i) to give instructions or notices to the Truste, including without limitation

purchase of shares, distribution of shares, etc.;

(iv) grant Awards to those Eligible Participants whom they shal select from time

to time;

(v) determine the terms and conditions of Awards granted under the Scheme

including but not limited to number of Awards, Purchase Price, Vesting

Dates, vesting criteria, performance targets, clawback arangements and

other conditions;

(vi) aprove the form of Grant Leters;

(vi) decide how the vesting of the Awards Shares wil be setled pursuant to

Paragraph 5.4;

(vi) make such apropriate and equitable adjustments to the terms of Awards

granted under the Scheme as they dem necesary; and

(ix) take such other steps or actions as they dem necesary or prudent to give

efect to the terms and intent of the Scheme Rules and/or Awards.

(E) The Truste shal hold the Trust Fund in acordance with the terms of the Trust Ded.

5 OPERATION OF SCHEME

5.1 Contribution to the Trust

(A) the Board or the Scheme Administrator may from time to time cause to be paid a

Contributed Amount to the Trust by way of setlement or otherwise contributed by the

Company, any Subsidiary, any Significant Shareholder or any party designated by the

Company as directed by the Board or the Scheme Administrator which shal constitute

part of the Trust Fund, for the purchase of Shares and other purposes set out in the

Scheme Rules and the Trust Ded.

(B) In the case of the purchase of Shares, the Board or the Scheme Administrator shal

determine the number of Shares to purchase and, prior to the intended purchase, cause

to be paid to the Truste a Contributed Amount suficient for the Truste to complete

the intended purchase unles it is determined by the Truste that the Residual Cash

then held by the Truste is suficient to complete the intended purchase. For the

purchase of Shares as described in Paragraphs (C) to (D) below, the Truste shal first

aply the Contributed Amount, and if the Contributed Amount is utilized in ful, the

Truste may aply Residual Cash to the extent necesary to complete the purchase.

For the avoidance of doubt, if any portion of any Contributed Amount intended for the

purchase of the Shares was not fuly utilized for the purchase, such portion shal

constitute part of the Residual Cash.

Administrator may from time to time instruct the Truste in writing to purchase Shares

on the Stock Exchange. Once purchased, the Shares are to be held directly or indirectly

by the Truste for the benefit of the Selected Participants under the Trust on and

subject to the terms and conditions of the Scheme and the Trust Ded. On each

ocasion when the Board or the Scheme Administrator instructs the Truste to

purchase Shares on the Stock Exchange, it shal specify the maximum amount of funds

to be used and the range of prices at which such Shares are to be purchased. The

Truste may not incur more than the maximum amount of funds or purchase any

Shares at a price faling outside the range of prices so specified unles with the prior

writen consent of the Board or the Scheme Administrator.

(D) As son as practicable after receiving the notice seting out the instructions from the

Board or the Scheme Administrator under Paragraph 5.1(C) in this Scheme Rules with

respect to the purchase of the Shares on the Stock Exchange and during such period

until being notified by the Board or the Scheme Administrator to suspend or cease the

purchase, the Truste shal aply such amount as required from the Contributed

Amount and/or the Residual Cash towards the purchase of such maximum board lot

of Shares at the prevailing market price acording to the instructions set out in the

notice. The Truste shal also pay the related purchase expenses (including for the time

being, the brokerage fe, stamp duty, the Securities and Futures Comision

transaction levy and Stock Exchange trading fe) and such other necesary expenses

required for the completion of the purchase of the Shares out of the Contributed

Amount and/or Residual Cash. For the avoidance of doubt, the Shares so purchased

shal form part of the Trust Fund. The Truste is not obliged to purchase any Shares

unles the prevailing market price of the Shares fals within the range of prices in

acordance with Paragraph 5.1(C) in this Scheme Rules and that the Truste has

suficient funds in the Trust to undertake the purchase of such Shares.

(E) The Truste shal kep the Board or the Scheme Administrator informed from time to

time of the number of Shares purchased and the price at which those Shares have ben

purchased. If, for any reason, the Truste shal not be able to purchase any or al of the

Shares with the maximum amount of funds (where the range of prices at which such

Shares are to be purchased has ben specified by the Board or the Scheme

Administrator) so specified in the notice within ten (10) Busines Days on which the

trading of the Shares has not ben suspended on the Stock Exchange after being

instructed by the Board or the Scheme Administrator to do so, the Truste shal notify

the Board or the Scheme Administrator in writing. The Board or the Scheme

Administrator shal then decide on whether to instruct the Truste to continue with

such purchase and the conditions thereof.

5.2 Grant of Awarded Shares to Selected Participants

(A) Subject to the provisions of the Scheme, including but not limited to the restrictions

set out in Paragraphs 5.2(C), 5.5(B), 7(A) and 7(B) in this Scheme Rules, the Board

or the Scheme Administrator may, from time to time, at its sole and absolute discretion

select any Eligible Participant (other than any Excluded Participant) for participation

in the Scheme as a Selected Participant, and grant an Award to any Selected

Participant at such consideration (if any) subject to such terms and conditions as the

Board or the Scheme Administrator may in its sole and absolute discretion determine.

(B) In determining the apropriate Awarded Interest to be granted to any Selected

Participant (excluding any Excluded Participant), the Board or the Scheme

Administrator shal take into consideration maters including, but without limitation

to,

(a) the present contribution and expected contribution of the relevant Selected

Participant to the profits of the Group;

(b) the general financial condition of the Group;

(d) any other mater which the Board or the Scheme Administrator considers

relevant.

dems apropriate in its sole and absolute discretion with respect to the vesting of the

Awarded Shares to the Selected Participant, and shal inform the Truste and such

Selected Participant the relevant conditions of the Award. Notwithstanding any other

provisions of the Scheme, subject to aplicable laws and regulations, the Board or the

Scheme Administrator shal be at liberty to waive any vesting conditions refered to

in this Paragraph 5.2(C) in this Scheme Rules.

(D) Where any grant of Awarded Shares is proposed to be made to any person who is a

conected person of the Company within the meaning of the Listing Rules, such

Awards shal constitute conected transactions under Chapter 14A of the Listing

Rules and the Company shal comply with the relevant requirements under the Listing

Rules.

(E) Where any grant of Awarded Shares is proposed to be made to any Selected

Participant, the Company shal comply with such provisions of the Listing Rules as

may be aplicable, including any disclosure, reporting, anouncement and/or

shareholders’ aproval requirements, unles otherwise exempted under the Listing

Rules.

(F) After the Board or the Scheme Administrator has decided to make a grant of Awarded

Shares to any Eligible Participant, the Board or the Scheme Administrator shal

procure the Company to isue to each Eligible Participant a grant leter in substantialy

the form set out in Apendix 1 (the “Grant Leter”) which sets out details of the

Awarded Shares so granted or the contributions to subscribe for Award Shares upon

which such Awarded Shares were granted. Upon the due execution of the Grant Leter

by the Company and the relevant Eligible Participant and payment of the Purchase

Price (if any) by the relevant Eligible Participant to the Company (if neded), the

Awarded Shares are considered as having ben granted to and acepted by the Eligible

Participant, who shal become the Selected Participant. The Board or the Scheme

Administrator shal, within twenty-eight (28) Busines Days after the Grant Leter is

duly executed by the Company and the Selected Participant, notify in writing the

Truste of such grant. Subject to any adjustment that may be made pursuant to

Paragraph 6 in this Scheme Rules, the number of Awarded Shares or after aceptance

by the Selected Participant under Paragraph 5.2 (F), in contributions to subscribe for

Award Share specified in the Grant Leter shal constitute the definitive number of

Awarded Shares being granted to such Selected Participant.

(G) If an Eligible Participant fails to execute the Grant Leter within twenty-eight (28)

Busines Days after the Grant Date, the relevant Awarded Shares shal be considered

as having never ben granted to such Eligible Participant and the Awarded Shares

shal remain as part of the Trust Fund. Such Eligible Participant shal have no right or

claim against the Company, any other member of the Group, the Board or the Scheme

Administrator, the Trust or the Truste or with respect to those or any other Shares or

any right thereto or interest therein in any way.

5.3 Grant of Award to a Director, chief executive or substantial shareholder of the

Company, or any of their respective asociates

(A) Subject to any waiver or ruling granted by the Stock Exchange, where an Award is to

be granted to any Director, the chief executive or any substantial shareholder of the

Company (or any of their respective asociates), the grant shal not be valid unles it

has ben aproved by the independent non-executive Directors, excluding any

independent non-executive Director who is the proposed Selected Participant of the

Award.

(B) In the cases refered to in Paragraphs 5.3(A) in this Scheme Rules, where an Award

has not ben aproved by the independent non-executive Directors (as the case may

be), the Purchase Price (if any) paid by the Eligible Participant relating to such Award

shal be refunded (without interest) by the Company.

5.4 Vesting of Awarded Shares

(A) Subject to the terms and condition of the Scheme and the fulfilment of al vesting

conditions aplicable to the vesting of the Awarded Shares on such Selected

Participant, the respective Awarded Shares held by the Truste on behalf of the

Selected Participant pursuant to the provision hereof shal vest in such Selected

Participant in acordance with the aplicable vesting schedule, and the Truste shal

cause the Awarded Shares to be transfered to such Selected Participant and/or a

vehicle controled by him/her (such as a trust or a private company) for the benefit of

the Selected Participant and any family members of such Selected Participant in

acordance with Paragraph 5.4(B) in this Scheme Rules.

(B) Upon the vesting of the Awarded Shares,

(i) baring any unforesen circumstances, unles otherwise agred betwen the

Board or the Scheme Administrator and the Truste, at least thirty (30)

Busines Days prior to the Vesting Date of the Awards granted to a Selected

Participant, the Board or the Scheme Administrator shal procure the

Company to send to each Selected Participant a vesting notice to confirm the

vesting of the Awards in substantialy the form set out in Apendix 2 (the

“Vesting Notice”). Before isuing the Vesting Notice to the Selected

Participant, the Board or the Scheme Administrator shal confirm in advance

with the Truste whether certain transfer documents are required to be signed

by the Selected Participant and/or a vehicle controled by him/her (such as a

trust or a private company) if such Awarded Shares wil be transfered to such

vehicle in order to efect the vesting and transfer of the Awarded Shares, and

if so confirmed by the Truste, the Board or the Scheme Administrator shal,

in the Vesting Notice or in a separate notice, require the Selected Participant

and/or procure the said vehicle to execute the transfer documents;

(i) in the event the Selected Participant (or his legal personal representative or

lawful sucesor as the case may be) fails to execute the Vesting Notice at

least ten (10) Busines Days prior to the Vesting Date, the Awarded Shares

which would have otherwise vested in such Selected Participant shal be

automaticaly forfeited and remain as part of the Trust Fund; and

(i) for the purpose of the vesting of Awarded Shares in a Selected Participant,

subject to the receipt by the Truste of (a) a copy of the relevant Vesting

Notice and a writen notice from the Board or the Scheme Administrator

instructing the Truste to transfer the Awarded Shares to the Selected

Participant and/or a vehicle controled by him/her (such as a trust or a private

company), (b) the original transfer documents (if any) prescribed by the

Truste and duly signed by the Selected Participant and/or a vehicle

controled by him/her (such as a trust or a private company); and (c) client

due diligence documents of the Selected Participant and/or a vehicle

controled by him/her (such as a trust or a private company) required in

acordance with the Truste’s client due diligence policy at least ten (10)

Busines Days prior to the Vesting Date, the Truste shal transfer the

relevant Awarded Shares to the relevant Selected Participant and/or a vehicle

controled by him/her (such as a trust or a private company) as instructed by

the Board or the Scheme Administrator as son as practicable on or after the

Vesting Date and in any event not later than ten (10) Busines Days after the

Vesting Date. In the event that the Truste does not receive the requisite

documents in acordance with (a), (b) and (c) herein prior to or on the relevant

Vesting Date, the relevant Awarded Shares shal lapse and shal not vest on

the relevant Vesting Date and the Selected Participant shal have no claims

against the Trust or the Truste or with respect to those or any other Shares

or any right thereto or interest therein in any way. The Company shal refund

to the Selected Participant the Purchase Price paid (if any) in corespondence

to such lapsed Awarded Shares paid by the Selected Participant pursuant to

Paragraph 5.2(A) in this Scheme Rules and the terms and conditions of the

Grant Leter.

transferable and no Selected Participant shal in any way sel, transfer, charge,

mortgage, encumber or create any interest in favour of any other person over or in

relation to any unvested Awarded Shares referable to him pursuant to such Award or

enter or purport to enter into any agrement to do so, unles and until such Awarded

Shares are actualy vested in and transfered to the Selected Participant and/or a

vehicle controled by him/her (such as a trust or a private company).

5.5 Disqualification of Selected Participant

(A) In the event that prior to or on the Vesting Date, a Selected Participant is found to be

an Excluded Participant or is demed to cease to be an Eligible Participant pursuant

to Paragraph 5.5(B) in this Scheme Rules, the relevant Award made to such Selected

Participant shal automaticaly lapse forthwith and the relevant Awarded Shares shal

not vest on the relevant Vesting Date but shal remain part of the Trust Fund. Such

Eligible Participant shal have no right or claim against the Company, any other

member of the Group, the Board or the Scheme Administrator, the Trust or the Truste

or with respect to those or any other Shares or any right thereto or interest therein in

any way. The Company shal refund to the Selected Participant the Purchase Price

paid (if any) in corespondence to such lapsed Awarded Shares paid by the Selected

Participant pursuant to Paragraph 5.2(A) in this Scheme Rules and the terms and

conditions of the Grant Leter.

(B) Unles the Board or the Scheme Administrator determines otherwise, the

circumstances under which a person shal be treated as having ceased to be an Eligible

Participant shal include, without limitation, the folowing:

(i) where such person has comited any act of fraud or dishonesty or serious

misconduct, whether or not in conection with his employment or

engagement by any member of the Group and whether or not it has resulted

in his employment or engagement being terminated by the relevant member

of the Group;

(i) where such person has ben declared or adjudged to be bankrupt by a

competent court or governmental body or has failed to pay his debts as they

fal due (after the expiry of any aplicable grace period) or has entered into

any arangement or composition with his creditors generaly or an

administrator has taken posesion of any of his asets;

(i) where such person has ben convicted of any criminal ofence;

(iv) where such person has engaged in any act that has had or wil have a material

adverse efect on the reputation or interests of any member of the Group; or

(v) where such person has ben convicted of or is being held liable for any

ofence under or any breach of the SFO or other securities laws or regulations

in Hong Kong or any other aplicable laws or regulations in force from time

to time.

of the Group at any time prior to or on the Vesting Date, al the Awarded Shares of

the relevant Selected Participant shal be demed to be vested on the day imediately

prior to his death or the day imediately prior to his retirement with the relevant

member of the Group.

(D) In the event of the death of a Selected Participant, the Truste shal directly or

indirectly hold the vested Awarded Shares upon trust to transfer the same to the legal

personal representatives or lawful sucesors of the Selected Participant within 1) two

years of the death of the Selected Participant (or such longer period as the Truste and

the Board or the Scheme Administrator shal agre from time to time) or 2) the Trust

Period (whichever is shorter), subject to the Truste receiving (a) the original transfer

documents (if any) prescribed by the Truste and duly signed by such legal personal

representatives or lawful sucesors of the Selected Participant; and (b) client due

diligence documents of such legal personal representatives or lawful sucesors of the

Selected Participant required in acordance with the Truste’s client due diligence

policy. If such vested Awarded Shares fails to be transfered or would otherwise

become bona vacantia for any reason, such vested Awarded Shares shal be forfeited

and cease to be transferable and the Awarded Shares shal remain part of the Trust

Fund.

5.6 Other terms and conditions

(A) For the avoidance of doubt,

(i) a Selected Participant shal not have any interest or rights (including the right

to receive dividends) in the Awarded Shares by virtue of the grant of an

Award pursuant to the Scheme, unles and until the Awarded Shares are

actualy transfered to the Selected Participant and/or a vehicle controled by

him/her (such as a trust or a private company) upon vesting of the Awards on

the Vesting Date;

(i) a Selected Participant shal have no rights in the Residual Cash or Shares or

such other Trust Fund or property held by the Trust;

(i) no instructions shal be given by a Selected Participant (including, without

limitation, voting rights) to the Truste in respect of the Awarded Shares that

have not ben vested, and such other properties of the Trust Fund managed

by the Truste;

(iv) the Truste shal not exercise the voting rights in respect of any Shares held

directly or indirectly by it under the Trust (if any) (including but not limited

to the Awarded Shares, any bonus Shares and scrip Shares derived therefrom);

(v) the Board or the Scheme Administrator may at its sole and absolute

discretion, to determine that al cash income and distribution and the sale

proceds of non-scrip distribution declared by the Company or derived from

any Awarded Shares during the period from the date of Award to the Vesting

Date held upon the Trust be aplied towards the payment of the fes, costs

and expenses of the Trust and that the remainder (if any) shal also remain as

part of the Trust Fund. Unles otherwise specified by the Board or the

Scheme Administrator in its sole and absolute discretion in the Grant Leter,

the Selected Participant do not have any rights to any cash or non-cash

income, dividends or distributions and/or the sale proceds of non-cash and

non-scrip distributions from any Awarded Shares prior to the vesting of such

Awarded Shares;

(vi) unles otherwise determined by the Board or the Scheme Administrator, in

the event that the vesting conditions specified in the Grant Leter are not fuly

satisfied prior to or on the relevant Vesting Date, the award of the Awarded

Shares in respect of the relevant Vesting Date shal lapse, such Awarded

Shares shal not vest on the relevant Vesting Date and the Selected Participant

shal have no claims against the Company, the Board or the Scheme

Administrator, the Trust or the Truste. The Company shal refund to the

Selected Participant the Purchase Price paid (if any) in corespondence to

such lapsed Awarded Shares paid by the Selected Participant pursuant to

Paragraph 5.2(A) in this Scheme Rules and the terms and conditions of the

Grant Leter.; and

(vi) in the case of the death of a Selected Participant, the vested Awarded Shares

shal be forfeited if no transfer of the vested Awarded Shares to the legal

personal representatives or lawful sucesors of the Selected Participant is

made within the period prescribed in Paragraph 5.5(D) in this Scheme Rules,

and the legal personal representatives or lawful sucesors of the Selected

Participant shal have no claims against the Company or the Truste.

(B) No Award shal be made by the Board or the Scheme Administrator pursuant to

Paragraph 5.2(A) in this Scheme Rules and no instructions to acquire any Shares shal

be given to the Truste under the Scheme where dealings in the Shares are prohibited

under any code or requirement of the Listing Rules and al aplicable laws from time

to time. Without limiting the generality of the foregoing, no such instruction is to be

given and no such grant is to be made:-

(i) after information that are required to be disclosed under Rule 13.09 of the

Listing Rules or inside information that are required to be disclosed under

Part XIVA of the SFO has come to the knowledge of the Company until (and

including) the trading day after such information has ben publicly

anounced in acordance with the Listing Rules, the SFO and/or the

aplication laws;

(i) Within 60 days prior to the anouncement of the anual results for any

financial period of the Company or any period from the end of the relevant

financial period to the anouncement of the results of the Company

(whichever is shorter), and within 30 days prior to the anouncement of the

results of the Company for any financial period or any period from the end

of the relevant financial period to the anouncement of the results of the

Company (whichever is shorter);

(i) in any circumstance where dealing in Shares by a Selected Participant

(including directors of the Company) are prohibited under the Listing Rules,

the SFO or any other law or regulation; or

(iv) in any circumstance where any requisite aproval from any governmental or

regulatory authority has not ben granted.

the Board or the Scheme Administrator may, at any time after it has instructed the

Truste to purchase any Shares in acordance with the provisions in the Trust Ded,

instruct the Truste in writing to cease purchasing Shares or to suspend purchasing

Shares until further notice (without specifying any reasons therefor).

a material mistatement or omision in the financial report of the Group or if the

relevant Selected Participant has engaged in serious negligence, fraud or misconduct,

the Board or the Scheme Administrator may, at its sole and absolute discretion, require

the Selected Participant to return the gains from the vested Awarded Shares:

(a) unles the Board or the Scheme Administrator determines otherwise, the

circumstances under which a person shal be treated as having ceased to be an

Eligible Participant shal include, without limitation, the folowing: (i)

dishonesty or serious misconduct, whether or not in conection with his

employment; wilful disobedience or non-compliance with the terms of his

employment contract with any member of the Group or any lawful orders or

instructions given by any member of the Group; (i) incompetence or negligence

in the performance of his duties; or (i) doing anything in the conclusive opinion

of any member of the Group, adversely afects his ability to perform his duties

properly or bring any member of the Group into disrepute;

(b) has ben sumarily dismised by any member of the Group;

they become due; or has made any arangement or composition with his

creditors generaly or an administrator has taken posesion of any of his asets;

(d) has ben convicted for any criminal ofence involving his integrity or honesty;

(e) when the Selected Participant is an Eligible Participant, the Selected Participant

has comited any act of fraud or dishonesty or serious misconduct in

conection with his employment or engagement by any member of the Group;

(f) when the Selected Participant is an Eligible Participant, the Selected Participant

has engaged in any act or omision to perform any of his duties that has had or

wil have a material adverse efect on the reputation or interests of any member

of the Group;

(g) has ben charged, convicted or held liable for any ofence under the SFO or any

other similar aplicable laws or regulations in force from time to time.

(D) In respect of the administration of the Scheme, the Company shal comply with al

aplicable disclosure regulations including without limitation those imposed by the

Listing Rules from time to time.

6 TAKEOVER, RIGHT ISUE, OPEN OFER, SCRIP DIVIDEND SCHEME

(A) Notwithstanding any other provision provided herein, if there ocurs an event of

Change in Control of the Company (whether by way of ofer, merger, scheme of

arangement or otherwise), the Board or the Scheme Administrator shal determine at

its sole and absolute discretion whether such Awarded Shares shal vest in the Selected

Participant and the time at which such Awarded Shares shal vest. If the Board or the

Scheme Administrator determines that any Awarded Shares shal be vested to any

Selected Participant, the Truste shal distribute the Awarded Shares to such Selected

Participant and/or a vehicle controled by him/her (such as a trust or a private

company) for the benefit of the Selected Participant and any family members of such

participant in acordance with Paragraph 5.4(B)(i) within seven (7) Busines Days

of the vesting date in this Scheme Rules.

(B) If there ocurs an event of alteration in the capital structure of the Company (including

but not limited to capitalization isue, rights isue, consolidation, subdivision or

reduction of the share capital of the Company) whilst any Award remains outstanding,

the Board or the Scheme Administrator may make equitable adjustments that it

considers apropriate, at its sole and absolute discretion, including:

(a) the maximum number of Shares subject to the Scheme; and/or

provided that:

(b) the number of Shares that may be ofered by the Company to the Selected

Participant pursuant to the Awards that have already granted but not vested;

and/or

(d) no such adjustments shal be made in respect of an isue of securities by the

Company as consideration in a transaction;

(e) any such adjustments made must give each Selected Participant the same

proportion of the share capital of the Company, rounded to the nearest whole

Share, as that to which he was previously entitled;

(f) no such adjustments shal be made which would result in the Purchase Price for

a Share being les than its nominal value, provided that in such circumstances

the Purchase Price shal be reduced to the nominal value;

(g) no adjustment shal be made to the advantage of the Selected Participant without

specific prior aproval from the shareholders of the Company;

(h) any adjustment made should have a neutral impact or worse from the

perspective of the Selected Participant;

(i) any such adjustments, other than those made on a capitalisation isue, shal be

confirmed by an independent financial adviser or the Auditors in writing to the

Directors as satisfying the requirements of Paragraph 6(B)(e) in this Scheme

Rules above, and where aplicable, the requirements of the relevant provisions

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

isued by the Stock Exchange from time to time, and that in the opinion of the

Auditors or an independent financial adviser that the adjustments made by the

Board or the Scheme Administrator under Paragraph 6(B) in this Scheme Rules

are fair and reasonable. The independent financial adviser or the Auditors (as

the case may be) shal act as experts and not as arbitrators and their certification

shal be final and binding on the Company and the Selected Participant. The

costs of the independent financial adviser or the Auditors (as the case may be)

shal be borne by the Company;

(j) any such adjustments to be made pursuant to a subdivision or consolidation of

share capital shal be made on the basis that the agregate Purchase Price

payable by a Selected Participant for the vesting of the Awarded Shares granted

to him shal remain as nearly as posible the same (but shal not be greater than)

as it was before such event; and

(k) where aplicable, any adjustments to be made wil comply with the Listing

Rules and any further guidance/interpretation of the Listing Rules isued by the

Stock Exchange from time to time.

in Paragraph 6(B) in this Scheme Rules, the Company shal notify each such Selected

Participant (with a copy of the notification to the Truste) of the adjustment to be made

after such alteration in the capital structure of the Company.

(D) Unles otherwise determined by the Board or the Scheme Administrator, in the event

the Company undertakes an open ofer of new securities in respect of any Shares

which are held directly or indirectly by the Truste under the Scheme, the Truste shal

not subscribe for any new Shares. In the event of a rights isue, the Truste shal sel

or cause to be sold such amount of the nil-paid rights aloted to it on the market as is

apropriate and the net proceds of sale of such rights shal be held as part of the Trust

Fund.

(E) Unles otherwise determined by the Board or the Scheme Administrator, in the event

the Company isues bonus warants in respect of any Shares which are held directly

or indirectly by the Truste, the Truste shal not subscribe for any new Shares by

exercising any of the subscription rights atached to the bonus warants and shal sel

or cause to be sold the bonus warants created and granted to it on the market, the net

proceds of sale of such bonus warants shal be held as part of the Trust Fund.

(F) Unles otherwise determined by the Board or the Scheme Administrator, in the event

that the Company undertakes an isue of bonus Shares, the bonus Shares aloted with

respect to any Shares which are held directly or indirectly by the Truste shal be held

as part of the Trust Fund.

(G) Unles otherwise determined by the Board or the Scheme Administrator, in the event

the Company undertakes a scrip dividend scheme, the Truste shal elect to receive

scrip Shares and scrip Shares aloted with respect to any Shares which are held

directly or indirectly by the Truste shal be held as part of the Trust Fund.

(H) Unles otherwise determined by the Board or the Scheme Administrator, in the event

of other non-cash and non-scrip distribution made by the Company in respect of

Shares held upon the Trust, the Truste shal dispose of such distribution and the net

sale proceds thereof shal be demed as cash income of a Share held as part of the

Trust Fund.

(I) If notice is duly given by the Company to its shareholders to convene a shareholders’

meting for the purpose of considering a resolution for the voluntary winding-up of

the Company (other than for the purposes of, and folowed by, an amalgamation or

reconstruction in such circumstances that substantialy the whole of the undertaking,

asets and liabilities of the Company pas to a sucesor company) or an order of

winding up of the Company is made, the Board or the Scheme Administrator shal

determine at its sole and absolute discretion whether any Awarded Shares shal vest

in the Selected Participant and the time at which such Awarded Shares shal vest. If

the Board or the Scheme Administrator determines that any Awarded Shares shal vest,

it shal promptly notify such Selected Participant (with a copy of the notification to

the Truste) and shal use its reasonable endeavours to procure the Truste to take such

action as may be necesary to transfer the legal and beneficial ownership of the

Awarded Shares to such Selected Participant and/or a vehicle controled by him/her

(such as a trust or a private company) for the benefit of the participant and any family

members of such participant. For the avoidance of doubt, if the Board or the Scheme

Administrator determines that such unvested Award Interests shal not vest, such

award shal lapse with imediate efect.

7 SCHEME LIMIT AND CANCELATION OF THE AWARDED SHARES

(A) The Truste was authorized to purchase not exced 85,000,000 Shares as Awards

based on the close price of the Shares on the Adoption Date, which represents 7.958%

of the total isued Shares of the Company. There is no maximum number of individual

participants under the 2025 Share AwardScheme, and there is no limit to grant shares

to individual participants.

(B) The Board or the Scheme Administrator may at its discretion cancel any Award that

has not vested or lapsed, provided that:

(i) the Company has paid to the Selected Participant an amount equal to the

Purchase Price; or

(i) the Board or the Scheme Administrator has made any arangement as the Board

or the Scheme Administrator and Selected Participant may mutualy agre in

order to compensate him/her for the cancelation of the Awards.

Rules, awards that have already lapsed in acordance with the terms of this Scheme

Rules shal not be regarded as utilised. The Awards canceled wil also be regarded

as unutilised in calculating the Scheme Limit.

8 DISPUTES

Any dispute arising in conection with the Scheme shal be refered to the decision of

the Board or the Scheme Administrator whose decision shal be final and binding.

9 ALTERATION OF THE SCHEME

(A) The Scheme may be amended in any respect by a resolution of the Board provided

that, unles with the prior writen consent of the Truste, any such amendment or

modification shal not impose any aditional or more onerous duties, responsibilities

or liabilities on the Truste.

(B) Any change to the terms of Awards granted to a Selected Participant must be aproved

by the Board, the remuneration comite of the Company, the independent non-

executive Directors of the Company (as the case may be) if the initial grant of such

Awards under the Scheme was aproved by the Board, the remuneration comite

of the Company, the independent non-executive Directors of the Company (as the case

may be) except where the alterations take efect automaticaly under the existing terms

of the Scheme.

amendments on the relevant Listing Rules made by the Stock Exchange after the date

of adoption of the Scheme to comply with the relevant provisions of the Listing Rules

which the Scheme has ben drafted to reflect the position as at the date of adoption of

the Scheme.

(D) Writen notice of al details relating to change in the terms of to the Scheme during

the lifetime of the Scheme shal be given to al Selected Participants and the Truste

imediately upon the changes take efect.

10 TERMINATION

(A) The Scheme shal terminate on the earlier of:

(i) the tenth (10) aniversary date of the Adoption Date; and

(i) such date of early termination as determined by the Board by a resolution of

the Board,

PROVIDED THAT such termination shal not afect any subsisting rights of any

Selected Participant hereunder.

(B) Upon termination of the Scheme,

(i) no further grant of Awarded Shares may be made under the Scheme;

(i) al the Awarded Shares of the Selected Participants granted under the Scheme

shal continue to be held by the Truste and become vested in the Selected

Participants acording to the conditions of the Award, subject to the receipt

by the Truste of the required documents prescribed by the Truste.

(i) unles otherwise determined by the Board or the Scheme Administrator, al

Shares (except for any Awarded Shares subject to vesting on the Selected

Participants) remaining in the Trust Fund shal be sold by the Truste within

twenty-eight (28) Busines Days (on which the trading of the Shares has not

ben suspended) (or such longer period as the Truste and the Board or the

Scheme Administrator may otherwise determine);

(iv) al net proceds of sale refered to in Paragraph 10(B)(i) in this Scheme

Rules and such other funds and properties remaining in the Trust Fund

managed by the Truste (after making apropriate deductions in respect of

al disposal costs, liabilities and expenses) shal be remited to the Company

forthwith. For the avoidance of doubt, the Truste may not transfer any

Shares to the Company nor may the Company otherwise hold any Shares

whatsoever (other than its interest in the proceds of sale of such Shares

pursuant to Paragraph 10(B)(i) in this Scheme Rules.

shal not be construed as a decision to terminate the operation of the Scheme.

11 WITHOLDING

(A) The Company or any Subsidiary shal be entitled to withold, and any Selected

Participant shal be obliged to pay, the amount of any tax and/or social security

contributions atributable to or payable in conection with the grant of the Awarded

Shares.

(B) the Board or the Scheme Administrator may establish apropriate procedures to

provide for any such payment so as to ensure that the Company or any Subsidiary

receive advice concerning the ocurence of any event which may create, or afect the

timing or amount of, any obligation to pay or withold any such taxes or social

security contributions or which may make available to the Company or such

Subsidiary any tax deduction resulting from the ocurence of such event.

to any rules as the Board or the Scheme Administrator may adopt, require that the

Selected Participant pay at the time of the Award an amount estimated by the

Company or any Subsidiary to cover al or a portion of the tax and/or social security

contributions atributable to or payable in conection with the Award.

12 MISCELANEOUS

(A) The Company shal bear the costs of establishing and administering the Scheme,

including, for the avoidance of doubt, costs arising from comunication as refered

to in Paragraph 12(D) in this Scheme Rules, expenses, stamp duty, transaction levies

and normal registration fes incured in the purchase of Shares by the Truste and the

transfer of Awarded Shares to any Selected Participant and/or a vehicle controled by

him/her (such as a trust or a private company) on the relevant Vesting Date. For the

avoidance of doubt, the Company shal not be liable for any tax or expenses of such

other nature payable on the part of any Eligible Participant in respect of any sale,

purchase, vesting or transfer of Shares.

(B) In the event that any tax, duty, levy or social security contribution in any jurisdiction

is payable by any Selected Participant in conection with the grant of any Awarded

Shares or the vesting (or otherwise the transfer) of any Awarded Shares, such Selected

Participant shal be responsible for the prompt payment of such tax, duty, levy or

social security contribution (as the case may be) and shal indemnify the Company

and the Truste against any los, damage, liability, costs and expenses arising from or

in conection with any default or delay in the payment thereof.

may be given by sending the same by (a) prepaid post or by personal delivery to, in

the case of the Company or Truste, its head ofice and principal place of busines in

Hong Kong or such other adres as notified to the sender from time to time, and in

the case of an Eligible Participant, his adres as notified to the sender from time to

time, (b) email to the designated email adres of the recipient, (c) fax to the

designated fax number of the recipient, or (d) instructions, mesaging and data

transmision through the ESOP System (if available) to the acount of the recipient

(provided that comunication services through ESOP System are made available for

the purpose of the Scheme). For the avoidance of doubt, the Company may send copies

of Grant Leters or Vesting Notices or provide instructions in relation to grant/vesting

information to the Truste via such ESOP System (if available). Any notice or other

comunication served shal be demed to have ben served (a) if by post, 24 hours

after the same was put in the post, (b) if by email, when the relevant receipt of such

email being read is given, or where no read receipt is requested by the sender, at the

time of sending, provided that no delivery failure notification is received by the sender

within 24 hours of sending such email, (c) if by fax, when the relevant delivery receipt

is received by the sender, or (d) if via ESOP System (if available), when data

transmision is completed.

(D) The Company, the Board or the Scheme Administrator, the Trust and the Truste shal

not be responsible for any failure by any Eligible Participant to obtain any consent or

aproval required for such Eligible Participant to participate in the Scheme as a

Selected Participant or for any tax, duty, expenses, fes or any other liability to which

he may become subject as a result of his participation in the Scheme.

(E) Each and every provision hereof shal be treated as a separate provision and shal be

severaly enforceable as such. To the extent that any provision or provisions are

unenforceable they shal be demed to be deleted from these rules of the Scheme, and

any such deletion shal not afect the enforceability of the rules of the Scheme as

remain not so deleted.

13 GOVERNING LAW

(A) The Scheme shal operate subject to the Articles of Asociation of the Company and

any aplicable law and regulations to which the Company is subject.

(B) The Scheme is governed by and shal be construed in acordance with the laws of

Hong Kong.

arising from the Scheme.

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