00464 中国智能科技展示文件：购股权计划（只有英文版）

CHINA IN-TECH LIMITED

中国智能科技有限公司

SHARE OPTION SCHEME

Adopted at the anual general meting held on 22 August 2025

Table of Contents

Page

1. DEFINITIONS 3

2. CONDITIONS 6

3. PURPOSE, DURATION AND COTNROL OF THIS SCHEME 7

4. OPTIONS 7

5. OPTIONS TO CONECTED PERSONS 11

6. EXERCISE PRICE 12

7. EXERCISE OF OPTIONS 12

8. LAPSE OF OPTION 14

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION 15

10. CAPITAL RESTRUCTURING 16

11. SUFICIENT SHARE CAPITAL 17

12. DISPUTES 17

13. ALTERATION OF THIS SCHEME 17

14. TERMINATION 19

15. CANCELATION OF OPTIONS 19

16. DISCLOSURE IN ANUAL REPORTS, INTERIM REPORTS AND

ANOUNCEMENT

17. GENERAL 19

18. GOVERNING LAW 20

CHINA IN-TECH LIMITED

中国智能科技有限公司

(Incorporated in the Cayman Islands with limited liability)

RULES OF THE 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 for an Option must be acepted by the relevant

Eligible Participant which date shal be not later than 14 days after the Ofer Date provided that no such

ofer shal be open for aceptance after the expiry of the Scheme Period or after the termination of this

Scheme;

“Adoption Date” means 22 August 2025, the date on which this Scheme was conditionaly adopted by

an ordinary resolution of the shareholders of the Company;

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

the Board;

“Articles” means the memorandum of asociation and articles of asociation of the Company as

amended from time to time;

“asociate” shal have the meaning ascribed to it in the Listing Rules, as amended and varied from time

to time;

“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;

“Board Lot” means the board lot in which the Shares are traded on the Stock Exchange from time to

time;

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

securities;

“Canceled Shares” means, unles expresly stated otherwise in this Scheme, 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;

“close asociate” shal have the meaning ascribed to it in the Listing Rules, as amended or varied from

time to time;

“Comencement Date” means, in respect of an Option, the date upon which the Vesting Period

comences;

“Companies Act” means the Companies Act of the Cayman Islands as amended and every statutory

modification or re-enactment thereof for the time being in efect;

“Companies Ordinance” means the Companies Ordinance of Hong Kong (Chapter 622 of the Laws

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

“Company” means China In-Tech Limited 中国智能科技有限公司, a limited liability company

incorporated in the Cayman Islands, the Shares of which are listed on the Main Board of the Stock

Exchange;

“Conected Person” has the meaning ascribed to it in the Listing Rules, as amended or varied from

time to time;

“Core Conected Person” has the meaning ascribed to it in the Listing Rules, as amended or varied

from time to time;

“Eligible Participant” means any director and/ or employe of the Company or any of its subsidiaries

(and including persons who are granted options under this Scheme as an inducement to enter into

employment contracts with these companies).

“Exercise Date” means the date of the notice given by the Grante in respect of the exercise of the

Option in acordance with paragraph 7.1;

“Exercise Price” means the price per Share at which a Grante may subscribe for Shares upon exercise

of an Option as determined by the Board m 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 person and/or entity owned by any Eligible Participant who has participated or

wil participate in this Scheme by confirming the aceptance of ofer(s) of Option(s) granted or to be

granted under this Scheme;

“Group” means the Company and its subsidiaries and a “Group Company” means any of the aforesaid

companies;

“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;

“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;

“New Aproval Date” has the meaning given in paragraph 9.2;

“New Scheme Limit” has the meaning given in paragraph 9.2;

“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);

“Ofer Document” means a document by which an ofer of Options is made to an Eligible Participant,

in such form as the Board may from time to time determine;

“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 years comencing on the Comencement Date;

“other schemes” means other than this Scheme:

(a) share schemes of the Company involving the grant by the Company (i) new Shares; or (i)

options over new Shares, to, or for the benefit of, specified participants under such schemes

(which includes a grant of any such Shares or options to a trust or similar arangement for the

benefit of a specified participant);

(b) share schemes of the Company that are funded by existing Shares;

(d) any arangement involving the grant of shares or other securities of the Company or a principal

subsidiary of the Company (including options over any such shares or securities) which, in the

opinion of the Stock Exchange, is analogous to a share scheme as described in Rule 17.01 of

the Listing Rules;

“Performance Targets” means any one or more performance measures, or derivations of such

performance measures that may be related to the individual Grante or the Group as a whole or to a

subsidiary, division, department, region, function or busines unit of the Company, and asesed either

anualy or cumulatively over a period of years, on an absolute basis or relative to a pre-established

target, to previous years’ results or to a designated comparison group, in each case as specified by the

Directors (or, as the case may be, the remuneration comite of the Board) in their sole discretion,

including, without limitation, one or more of the criteria as specified in this Scheme;

“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;

“this Scheme” means the Share Option Scheme, the rules of which are set out in this document in its

present or any amended form;

“Scheme 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);

“Senior Manager” refers to a member of senior management disclosed in the anual report of the

Company;

“Shares” means ordinary shares of in the share capital of the Company with par value of HK$0.001

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;

“Special Resolution” means a resolution pased at a meting of the Grantes (being only those

Grantes holding Options, al or any part of which is unexercised as at the time of the meting at which

the resolution is proposed) duly convened and held and caried by a majority consisting of not les

than thre-fourths of the votes cast upon a show of hands or if a pol is duly demanded, by a majority

consisting of not les than thre-fourths of the votes cast on a pol;

“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” has the meaning ascribed to it in the Listing Rules and the Companies Ordinance;

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

“Treasury Shares” has the meaning ascribed to it under the Listing Rules which came into efect on

11 June 2024, as amended and suplemented from time to time; and

“Vesting Period” means the vesting period as described in the respective Grante’s Ofer Document.

In this Scheme, save as specificaly mentioned, al references to the definitions and rules on conected

transactions shal be references to those definitions and rules contained in Chapter 1 and Chapter 14A

of the Listing Rules in efect from time to time.

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

This Scheme shal take efect subject to and is conditional upon:

(a) the pasing of an ordinary resolution by the shareholders at the anual general meting of the

Company to aprove the adoption of this Scheme and to authorise the Board to grant Options

to subscribe for Shares thereunder and to alot, isue and deal with Shares or to transfer Treasury

Shares pursuant to the exercise of any Options granted under this Scheme; and

(b) the Listing Comite of the Stock Exchange granting the aproval for the listing of, and

permision to deal in, the Shares to be aloted and isued or Treasury Shares to be transfered

pursuant to the exercise of any Options which may be granted under this Scheme.

3. PURPOSE, DURATION AND CONTROL OF THIS SCHEME

3.1 The purpose of this Scheme is to provide Eligible Participants with the oportunity to acquire

proprietary interests in the Company and to encourage Eligible Participants to work towards enhancing

the value of the Company and its Shares for the benefit of the Company and its shareholders as a whole,

as wel as to motivate Eligible Participants to contribute to the suces of the Group’s operations.

3.2 Subject to paragraph 14 and fulfilment of the conditions in paragraph 2, this Scheme shal be valid and

efective during the Scheme Period after which no further Options wil be granted 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 (or any comite as may be authorised

by 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. The Board shal have

the right to (i) interpret and construe the provisions of this Scheme, (i) determine the persons who wil

be granted Options under this Scheme, and the number and Exercise Price of Options granted thereto,

(i) make such apropriate and equitable adjustments to the terms of Options granted under this Scheme

as it dems necesary and (iv) make such other decisions or determinations as it shal dem apropriate

in the administration of this Scheme.

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 to

ofer to grant an Option 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, provided that the maximum number of Shares in respect

of which Options may be granted under this Scheme to any Eligible Participant, shal not, when

agregated with:

(a) any Shares isued or any Treasury Shares transfered upon exercise of Options or options,

awards or securities under any other schemes which have ben granted to that Eligible

Participant;

(b) any Shares which would be isued and any Treasury Shares which would be transfered upon

the exercise of outstanding Options or options, awards or other securities under any other

schemes granted to that Eligible Participant; and

any other schemes which had ben granted to and acepted by that Eligible Participant,

in any 12-month period up to the Ofer Date, exced 1% of the number of Shares in isue on the Ofer

Date.

4.2 If the Board determines to ofer Options to an Eligible Participant which exced the limit set out in

paragraph 4.1:

(a) that grant shal be subject to (i) the isue of a circular by the Company to its shareholders which

shal comply with Rules 17.03D(2) and 17.06 of the Listing Rules and/or such other

requirements as prescribed under the Listing Rules from time to time; and (i) the aproval of

the shareholders of the Company in general meting at which that Eligible Participant and his

close asociates (or his asociates if the Grante is a Conected Person) shal abstain from voting;

and

(b) unles provided otherwise in the Listing Rules, the date of the Board meting at which the

Board resolves to grant the proposed Options to that Eligible Participant shal be taken as the

Ofer Date for the purpose of calculating the Exercise Price.

4.3 If the Board determines to ofer an Option to an Eligible Participant in acordance with paragraph 4.1,

the Board shal forward to the relevant Eligible Participant an Ofer Document 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 Comencement Date or, if the Option Period does not comence on the Comencement

Date, the date of comencement of the Option Period;

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

(f) 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;

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

(h) the method of aceptance of the Option which, unles the Board otherwise determines, shal be

as set out in paragraph 4.4;

(i) any minimum period for which an Option must be held before it can be exercised;

(j) the vesting schedule, which shal not be shorter than 12 months from the date upon which an

ofer of Options is acepted (subject to exceptions);

(k) the performance targets which must be achieved before the Option can be exercised (if any);

and

(l) such other terms and conditions relating to the ofer of the Option which in the opinion of the

Board are fair and reasonable but not being inconsistent with this Scheme and the Listing Rules.

4.4 An Option shal be demed to have ben granted (subject to certain restrictions in this Scheme), and

acepted by the Grante and to have taken efect upon the isue of an option certificate after 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 and shal be demed as part payment of the Exercise Price. Upon

aceptance, the Option is granted as from the Ofer Date.

4.5 Any ofer to grant an Option 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 to grant an Option is not acepted by the Aceptance Date, it shal be demed to have

ben irevocably declined.

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

4.7 An Option and an ofer to grant an Option 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 relating to the grant of an Option made to him or atempt to do so, provided that where (i)

the directors of the Company give their expres consent in writing (which consent may or may not be

given by the directors of the Company at their absolute discretion), and (i) the Stock Exchange gives

any expres waiver, the Option held by a grante may be alowed to be transfered to a vehicle (such as

a trust or private company) for the benefit of the Grante and any family members of such Grante (e.g.

for purposes of estate planing or tax planing or such other reasons as the directors of the Company

and the Stock Exchange consider to be justifiable) that would continue to met the purpose of this

Scheme and comply with the requirements of Chapter 17 of the Listing Rules. Any breach of the

foregoing shal entitle the Company to cancel any outstanding Options or any part thereof granted to

such Grante to the extent not already exercised.

4.8 For so long as the Shares are listed on the Stock Exchange, the Board shal not grant any Option after

any inside information has come to the knowledge of the Company until such inside information has

ben anounced pursuant to the requirements of the Listing Rules. In particular, no Option shal be

granted during the period of 30 days imediately preceding the earlier of:

(a) 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 results for any year,

half-year, quarterly or any other interim period (whether or not required under the Listing

Rules); and

(b) the deadline for the Company to publish an anouncement of (i) its results for any year or

half-year period in acordance with the Listing Rules, or (i) its results for any quarterly or

any other interim period where the Company has elected to publish them, whether or not

required under the Listing Rules,

and ending on the actual date of the results anouncement for such year, half year, quarterly or interim

period (as the case may be). The period during which no Option may be granted wil cover any period

of delay in the publication of a results anouncement.

4.9 For so long as the Shares are listed on the Stock Exchange, no Option may be granted to a Director on

any day on which financial results of the Company are published and:

(a) 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; and

(b) 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,

or such other periods or times (if any) during which the Directors are prohibited from dealing in Shares

pursuant to the Listing Rules or any code or securities dealing restrictions adopted by the Company.

4.10 Unles the Directors otherwise determined, a Grante is not required to achieve any performance targets

before the exercise of an Option granted to him or be subject to the clawback mechanism refered to in

paragraph 4.11 below. Where any grant of Options to the Directors and/ or Senior Managers is without

performance target and/ or clawback mechanism, the remuneration comite of the Board shal form

a view as to why performance target and/ or clawback mechanism is not necesary and how the grants

align with the purpose of this Scheme.

4.11 In respect of any Option which is performance linked, if any of the folowing events (“Clawback

Event”) shal ocur during an Option Period:

(a) a Grante is involved in (i) falsification of performance results, (i) aceptance or solicitation

of bribery, (i) coruption, (iv) theft, (v) intentional leakage of trade and technical secrets, (vi)

other unlawful acts or misconducts which prejudiced the interest or reputation of the Company,

or result in the sanction by the Stock Exchange and/or other regulatory authorities or

conviction by any court of competent jurisdictions of any criminal ofence against the Group

and/or the Grante; or

(b) the failure of the Grante to comply with the Company’s internal policy and/or his employment

agrement which result in serious los in the asets or busines of the Company and other

serious and adverse consequence,

the Board and remuneration comite of the Board may resolve to claw back the Options granted to

the Grante, provided that the Grante should be ofered an oportunity to be heard by the Board and

the remuneration comite of the Board before the decision to claw back the Options is made. The

Options that are clawed back pursuant to this paragraph 4.11 wil be regarded as canceled and the

Options so calculated wil be regarded as utilised for the purpose of calculating the Scheme Mandate

Limit.

4.12 The Vesting Period in respect of any Option granted to any Eligible Participant shal not be shorter than

12 months from the date of aceptance of the Ofer, provided that where the Eligible Participant is:

(a) an Employe Participant who is a Director or a Senior Manager specificaly identified by the

Company, the remuneration comite of the Board shal; or

(b) an Employe Participant who is not a Director nor a senior manager specificaly identified by

the Company, the Directors shal

have the authority to determine a shorter Vesting Period in the folowing circumstances:

(i) grants of “make-whole” Option(s) to new joiners to replace the share options they forfeited

when leaving the previous employers, which would provide talents with higher incentives in

joining the Group for the Group’s further development;

(i) 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 case, the Vesting Period may

be shorter to reflect the time from which the Option would have ben granted which alows

flexibility for the Company to reward employes in case of delays due to administrative or

compliance reasons;

(i) 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, which provides flexibility for the Company

in granting Options; or

(iv) grants with performance-based vesting conditions in lieu of time-based vesting criteria, which

alows flexibility for the Company to reward exceptional performers who fulfiled the

performance targets in les than twelve (12) months,

after having taken into consideration the experience and seniority of the relevant Employe Participant,

the number of Shares held by such Employe Participant, the number of Shares being the subject of

Options or share awards granted to him (or, where relevant, by his former employer), his remuneration

package, his contributions to the Group and his performance level, any performance-based vesting

conditions prescribed under the Ofer and such other factors as the remuneration comite of the

Board (or, as the case may be, the Directors) considers to be relevant or apropriate.

5. OPTIONS TO CONECTED PERSONS

5.1 Subject to other requirements of this Scheme, if the Board determines to ofer to grant Options to any

Conected Person, such grant shal be subject to the aproval by the independent non-executive

directors of the Company (and in the event that the Board ofers to grant Options to an independent

non-executive director of the Company, the vote of such independent non-executive director shal not

be counted for the purposes of aproving such grant).

5.2 If the Board determines to ofer to grant Options to a substantial shareholder or an independent non-

executive director of the Company (or any of their respective asociates) and that grant would result in

the Shares isued and to be isued upon exercise of al options, awards or securities already granted and

proposed to be granted (including options exercised, canceled and outstanding) to such person under

this Scheme and any other schemes in the 12-month period up to and including the Ofer Date represent

in agregate over 0.1%, or such other percentage as may from time to time be provided under the

Listing Rules, of the Shares in isue on the Ofer Date, such grant shal be subject to, in adition to the

aproval of the independent non-executive directors of the Company as refered to under paragraph 5.1,

the isue of a circular by the Company to its shareholders and the aproval of the shareholders of the

Company in general meting by way of a pol convened and held in acordance with the Articles at

which the proposed Grante, his/ her/ its asociates and al Core Conected Persons of the Company

shal abstain from voting, and/or such other requirements prescribed under the Listing Rules from time

to time. Unles provided otherwise in the Listing Rules, the date of the Board meting at which the

Board proposes to grant the proposed Options to that Eligible Participant shal be taken as the Ofer

Date for the purpose of calculating the Exercise Price.

5.3 The circular to be isued by the Company to its shareholders pursuant to paragraph 5.2 shal contain

the folowing information:

(a) details of the number and terms of the Options to be granted to each Eligible Participant which

must be fixed before the shareholders’ meting. In respect of any Options to be granted, the

date of the Board meting for proposing such further grant of Options is to be taken as the

date of grant for the purpose of calculating the exercise price;

(b) the views of the independent non-executive directors of the Company (excluding any

independent non-executive director who is also a Grante of the proposed Options) as to

whether the terms of the grant of Options are fair and reasonable and whether such grant of

Options is in the interests of the Company and its shareholders as a whole, and their

recomendation to the independent shareholders of the Company as to voting;

(d) the information required under Rule 2.17 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 sole discretion. However, in

no circumstances shal the Exercise Price be les than the highest of:

(a) the oficial 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 oficial 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

7. EXERCISE OF OPTIONS

7.1 Subject to paragraphs 7.2, 7.3 and 7.4, 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 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 agregate Exercise Price for the Shares in

respect of which the notice is given. Within 30 days after receipt of the notice and the remitance and,

where apropriate, receipt of the certificate by the aproved independent financial adviser as the case

may be pursuant to paragraph 10, the Company shal alot and isue the relevant number of Shares or

transfer the relevant number of Treasury Shares to the Grante credited as fuly paid and isue to the

Grante certificates in respect of the Shares so aloted/ the Treasury Shares so transfered.

7.2 The maner in which the Grantes is entitled to exercise their Option shal be set out in the respective

Grante’s Ofer Document.

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

meting of any necesary increase in the authorised share capital of the Company.

7.4 Unles otherwise provided in the respective Grante’s Ofer Document, subject as hereinafter

provided and only to the extent to which the Option is exercisable pursuant to paragraph 7.2 hereof

but is not exercised, 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 by reason of the

termination of his or her employment, directorship, ofice, apointment or engagement on the

grounds that he or she has ben guilty of persistent or serious misconduct, or has ben in

breach of material term of the relevant employment contract or service contract, or has

become bankrupt or insolvent, or has made any arangements or composition with his or her

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

integrity or honesty, then al his or her outstanding Options shal lapse and determine on the

date of cesation or termination, then al outstanding Options shal lapse and determine on the

date of cesation or termination;

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

resignation or retirement (al evidenced to the satisfaction of the Board) and none of the events

which would be a ground for termination of his relationship with the Company and/or any of

its Subsidiaries under paragraph 8(d) has ocured, the Grante or the Personal

Representative(s) of the Grante shal be entitled within a period of 3 months (or such longer

period as the Board may determine) from the date of cesation of being an Eligible Participant

to exercise, in whole or in part, the outstanding Options to the extent which has already

become exercisable. For the avoidance of doubt, those outstanding Options which are stil

within the vesting period (regardles of whether such vesting period is 12 months or not) and

not yet become exercisable on the date of cesation, shal lapse and determine;

like maner) or scheme of arangement is made to al the holders of Shares (or al such

holders other than the oferor and/or any person controled by the oferor and/or any person

acting in asociation or in concert with the oferor), the Company shal use its best endeavours

to procure that such ofer is extended to al the Grantes (on the same terms mutatis mutandis,

and asuming that they shal become, by the exercise in ful of the Options granted to them

as shareholders of the Company). If such ofer, having ben aproved in acordance with

aplicable laws and regulatory requirements, becomes, or is declared unconditional, the

Grante (or his legal personal representative(s) shal be entitled to exercise his Option in ful

(to the extent not already exercised) at any time within 14 days after the date on which such

general ofer becomes or is declared unconditional;

(d) If a compromise or arangement betwen the Company and its shareholders 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 pursuant to the

Companies Act, 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 shareholders 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 Options in whole or in part at any time prior to 12 non (Hong Kong

time) on the Busines Day imediately preceding the date of the general meting directed to

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

arangement and if there is 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, lapse

and determine. 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

(e) in the event a notice is given by the Company to its shareholders to convene a general meting

for the purposes of considering, and if thought fit, aproving a resolution to voluntarily wind-

up the Company, the Company shal on the same date as or son after it despatches such

notice to each member of the Company give notice thereof to al Grantes and thereupon,

each Grante (or in the case of the death of the Grante, his Personal Representative(s) shal

be entitled to exercise al or any of his Options (to the extent not already lapsed or exercised)

at any time not later than two Busines Days prior to the proposed general meting of the

Company by giving notice in writing to the Company in acordance with paragraph 7.1,

acompanied by a remitance for the ful amount of the agregate Exercise Price for the

Shares in respect of which the notice is given whereupon the Company shal as son as

posible and, in any event, no later than the Busines Day imediately prior to the date of the

proposed general meting refered to above, alot and isue the relevant Shares or transfer the

relevant Treasury Shares to the Grante credited as fuly paid.

7.5 No dividends shal be payable in relation to the Shares that are the subject of Options that have not ben

exercised. The Shares to be aloted 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

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,

dividend, 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/ transfer and rights in respect of any dividend or

other distributions paid or made on or after the date of isue / transfer. Shares isued or Treasury Shares

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/ transfer.

7.6 Options granted under this Scheme shal be subject to such vesting conditions as set forth in this Scheme

and the respective Grante’s Ofer Document. In adition to such other performance-based vesting

conditions (if any) set forth in the respective Grante’s Ofer Document and unles otherwise aproved

by the Board in writing, (i) the vesting schedule requires continued employment of or service by the

respective Grante through each aplicable vesting date as a condition to the vesting of the aplicable

percentage of the Option and the rights and benefits under this Scheme and the respective Grante’s

Ofer Document, and (i) employment or service for only a portion of the respective Vesting Period,

even if a substantial portion, wil not entitle the respective Grante to any proportionate vesting of the

Option.

8. LAPSE OF OPTION

Unles otherwise provided in the respective Grante’s Ofer Document, 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 7.4(b), (c), (d) or (e);

becomes efective;

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

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

that he has ben guilty of serious misconduct or has ben convicted of any criminal ofence

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

Subsidiaries (if so determined by the Board) on any other ground on which an employer would

be entitled to unilateraly terminate his employment or service at comon law or pursuant to any

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

Subsidiary or has become bankrupt or insolvent, or has made any arangements or composition

with his or her creditors generaly. 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;

(e) the date that is thre months after the date on which the Grante is terminated by the Company

and/or any of its Subsidiaries on a ground other than those set forth in paragraph 8(d);

(f) the date on which the Board shal exercise the Company’s right to cancel the Option at any time

after the Grante comits a breach of paragraph 4.7 or the Options are canceled in acordance

with paragraph 15; and

(g) the ocurence of such event or expiry of such period as may have ben specificaly provided for

in the Ofer Document (if any), such as the failure of the Grante to achieve the specific

performance targets.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

9.1 Unles further aproval has ben obtained pursuant to paragraphs 9.2 and/or 9.4 and subject to

paragraph 9.5, the maximum number of Shares in respect of which options may be granted under this

Scheme shal not in agregate exced the number of Shares that shal represent 10% (“Scheme Limit”)

of the total number of Shares in isue (excluding any Treasury Shares) as at the Adoption Date. As at

the Ofer Date of any proposed grant of Options, the maximum number of Shares in respect of which

Options may be granted is the Scheme Limit les the agregate of the folowing Shares as at that Ofer

Date:

(a) the number of Shares which would be isued and the number of Treasury Shares which would be

transfered on the exercise in ful of the Options but not canceled, lapsed or exercised;

(b) the number of Shares which have ben isued and aloted and the number of Treasury Shares

which have ben transfered pursuant to the exercise of any Options under this Scheme; and

For the avoidance of doubt, Options lapsed in acordance with the terms of this Scheme wil not be

counted for the purpose of calculating towards the Scheme Limit.

9.2 The isue of a circular by the Company which complies with the Listing Rules and the aproval of the

shareholders of the Company in general meting and/or such other requirements prescribed under the

Listing Rules from time to time, the Scheme Limit may be refreshed from time to time to 10% of the

Shares in isue (excluding any Treasury Shares) (“New Scheme Limit”) as at the date of such

shareholders’ aproval (“New Aproval Date”). Thereafter, as at the Ofer Date of any proposed grant

of Options, the maximum number of Shares in respect of which Options may be granted is the New

Scheme Limit les the agregate of the folowing Shares as at that Ofer Date:

(a) the number of Shares which would be isued and the number of Treasury Shares which would be

transfered on the exercise in ful of the Options granted on or after the New Aproval Date but

not canceled, lapsed or exercised;

(b) the number of Shares which have ben isued and aloted and the number of Treasury Shares

which have ben transfered pursuant to the exercise of any Options granted on or after the New

Aproval Date; and

Aproval Date.

For the avoidance of doubt, options previously granted under this Scheme (including these outstanding,

canceled, lapsed in acordance with this Scheme or exercised options) wil not be counted for the

purpose of calculating the New Scheme Limit.

9.3 Where the refreshment of the Scheme Limit is sought:

(a) within thre years from the date of shareholders’ aproval for the last refreshment (or, as the case

may be, the date of adoption of this Scheme): (i) at the general meting for considering and

aproving the proposed resolution of such refreshment, 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) shal

abstain from voting in favour of the relevant resolution; and (i) the Company shal comply with

the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules (or

the sucesor provisions then prevailing); and

(b) after thre years from the date of shareholders’ aproval for the last refreshment (or, as the case

may be, the date of adoption of this Scheme), the requirements under paragraph 9.3(a) shal not

be aplicable.

9.4 The Board may grant Options exceding the Scheme Limit to Eligible Participants specificaly

identified by the Board if the folowing are fulfiled:

(a) the isue of a circular by the Company to its shareholders containing the name of Eligible

Participants who are specificaly identified in exces of the Scheme Limit, number and terms of

the Options to be granted, the purpose of granting such Options to the Grantes with an

explanation as to how the terms of the Options serve such purpose and the information required

under Rule 17.03C(3) of the Listing Rules;

(b) the aproval of the shareholders of the Company in general meting in compliance with Rules

17.03C(3) and 17.06 of the Listing Rules has ben obtained; and/or

complied with.

9.5 The Scheme Limit refered to in paragraph 9.1 (or as refreshed in acordance with paragraphs 9.2

and/or 9.3, as the case may be) shal be adjusted, in such maner as the aproved independent financial

adviser shal certify to be apropriate, fair and reasonable in the event of any alteration in the capital

structure of the Company whether by way of capitalisation isue, rights isue, sub-division or

consolidation of shares or reduction of share capital of the Company in acordance with paragraph 10.

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 or consolidation of shares, or reduction of capital of the Company in acordance with

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

(except on an isue of securities of the Company as consideration in a transaction which shal not be

regarded as a circumstance requiring alteration or adjustment) in:

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

(b) the Exercise Price; and/or

with reference to the aplicable laws, regulations and guidelines (including but not limited to Apendix

1 to the Frequently Asked Question 13 of the Stock Exchange) as the aproved independent financial

adviser shal at the request of the Company or any Grante, certify in writing either generaly or as

regards any particular Grante, to be in their opinion fair and reasonable, provided that any such

alterations shal be made on the basis that a Grante shal have as near as posible the same proportion

of the equity capital of the Company (as interpreted in acordance with the suplementary guidance

atached to the leter from the Stock Exchange dated 5 September 2005 to al the isuers relating to

share option schemes) as that to which the Grante was previously entitled to subscribe had he

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 any Share to be isued to a Grante at les

than its nominal value, provided that no adjustment to the Exercise Price and number of Shares should

be made to the advantage of the Eligible Participants without specific prior aproval of the

shareholders of the Company. The capacity of the aproved independent financial adviser 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.

10.2 In respect of any adjustments required by paragraph 10.1, the aproved independent financial adviser

shal confirm to the Board in writing that the adjustments satisfy the requirements set out in Rule

17.03(13) of the Listing Rules and the note thereto and the suplementary guidance atached to the

leter from the Stock Exchange dated 5 September 2005 to al isuers relating to share option schemes

and/or such other requirement prescribed under the Listing Rules from time to time.

10.3 For the avoidance of doubt, in no circumstances shal the Exercise Price be les than the par value of

the Shares.

11. SUFICIENT SHARE CAPITAL

Subject to paragraph 7.3, 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 aproved independent

financial adviser 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 Rule 17.03(18)

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 except that:

(a) any alteration to the advantage of the Grantes or the Eligible Participants (as the case may be) in

respect of the maters contained in Rule 17.03 of the Listing Rules, including without limitation,

the definitions of “Eligible Participant”, “Expiry Date”, “Grante” and “Option Period” in

paragraph 1.1 and the provisions in paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 14, 15 and this paragraph 13;

(b) any material alteration to the terms and conditions of this Scheme or any change the terms of

Options granted (except any alterations which take efect automaticaly under the terms of this

Scheme), or any change to the authority of the Board in respect of alteration of this Scheme,

must be made with the prior aproval of the shareholders of the Company in general meting at which

any persons to whom or for whose benefit the Shares may be isued under this Scheme and their

respective asociates shal abstain from voting PROVIDED THAT the amended terms of this Scheme

or the Options shal remain in compliance with Chapter 17 of the Listing Rules and no alteration shal

operate to afect adversely the terms of isue of any Option granted or agred to be granted prior to such

alteration or to reduce the proportion of the equity capital to which any person was entitled pursuant to

such Option prior to such alteration except with:

(i) the consent in writing of Grantes holding in agregate Options which if exercised in ful on

the date imediately preceding that on which such consent is obtained would entitle them to

the isue of thre-fourths in nominal value of al Shares which would fal to be isued upon the

exercise of al Options outstanding on that date or the sanction of a Special Resolution; and

(i) the aproval of the Board, the remuneration comite of the Board, the independent non-

executive directors of the Company and/ or the shareholders of the Company if the initial grant

of the Option was aproved by the Board, the remuneration comite of the Board, the

independent non-executive directors of the Company and/ or the shareholders of the Company

(as the case may be).

Writen notice of any alterations made in acordance with this paragraph 13.1 shal be given to al

Grantes.

13.2 In respect of any meting of Grantes refered to in paragraph 13.1, al the provisions of the Articles as

to general metings of the Company shal mutatis mutandis aply as though the Options were a clas

of shares forming part of the capital of the Company except that:-

(a) not les than seven (7) days’ notice of such meting shal be given;

(b) a quorum at any such meting shal be two Grantes present in person or by proxy and holding

Options entitling them to the isue of one-tenth in nominal value of al Shares which would

fal to be isued upon the exercise of al Options then outstanding unles there is only one

Grante holding al Options then outstanding, in which case the quorum shal be one Grante;

of hands to one vote, and on a pol to one vote, for each Share to which he would be entitled

upon exercise in ful of his Options then outstanding;

(d) any Grante present in person or by proxy may demand a pol; and

(e) if any such meting is adjourned for want of a quorum, such adjournment shal be to such date

and time, not being les than seven (7) or more than fourten (14) days thereafter, and to such

place as may be apointed by the chairman of the meting. At any adjourned meting those

Grantes who are then present in person or by proxy shal form a quorum and at least seven

‘ notice of any adjourned meting shal be given in the same maner as for an original

meting and such notice shal state that those Grantes who are then present in person or by

proxy shal form a quorum.

14. TERMINATION

14.1 The Company may by ordinary 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 Options shal be ofered or granted

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. Options granted prior to such termination but not yet exercised at

the time of termination shal continue to be valid and exercisable in acordance with this Scheme.

14.2 Details of the Options granted, including Options exercised or outstanding, under this Scheme shal be

disclosed in the circular to shareholders of the Company seking aproval of any new scheme

established after the termination of this Scheme.

15. CANCELATION OF OPTIONS

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

the relevant Options. For the avoidance of doubt, such aproval is not required in the event any Option

is canceled pursuant to paragraph 4.7. 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.

16. DISCLOSURE IN ANUAL REPORTS, INTERIM REPORTS AND ANOUNCEMENT

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

Subsidiaries and other required information under the Listing Rules are disclosed in the anual reports

and interim reports of the Company, (i) a sumary of material maters relating to this Scheme and

other schemes of the Company reviewed and/ or aproved by the remuneration comite of the Board

during each financial year is disclosed in the corporate governance report of the Company and (i)

details of each grant of Options are disclosed by way of anouncements in compliance with the Listing

Rules in force from time to time.

17. GENERAL

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

of 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).

17.2 No person shal, under any circumstances, hold the Board and/or the Company and/or other Eligible

Participants liable for any costs, loses, expenses and/or damages whatsoever arising from or in

conection with this Scheme or the administration thereof.

17.3 A Grante shal be entitled to inspect copies of al notices and other documents sent by the Company

to its shareholders at the same time or within a reasonable time of any such notices or documents being

sent, which shal be made available to him, during normal ofice hours at the Company’s principal place

of busines in Hong Kong (the “Company’s Headquarters”).

17.4 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 to, in the case

of the Company, the Company’s Headquarters and, in the case of the Grante, his adres as notified to

the Company from time to time.

17.5 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; and

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

by the Company.

17.6 Al alotments and isues of Shares and al transfer of Treasury Shares pursuant to this Scheme shal be

subject to any necesary consent 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 obtaining of such consents shal be a condition precedent to the

aceptance of an Ofer and exercise of his Option by a Grante. By acepting an Ofer or exercising his

Option, the Grante is demed to have represented to the Company that he has fulfiled such condition.

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 to as a result of his participation in

this Scheme.

17.7 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.

17.8 This Scheme shal not form part of any contract of employment/ service betwen the Company or any

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

Subsidiaries and the rights and obligations of any Eligible Participant under the terms of his ofice,

employment or service shal not be afected by his 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.

17.9 The Company shal maintain al necesary boks of acount and records relating to this Scheme.

17.10 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.

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

notwithstanding his interest, vote on any Board resolution concerning this Scheme (other than in respect

of his own participation therein) and may retain any benefit under this Scheme.

17.12 Al grants of Options and the isue of Shares and transfer of Treasury Shares upon exercise of any

Option shal be subject to the requirements and restrictions under, and to the extent permited by, the

aplicable laws, the Listing Rules, other regulations and the Articles.

18. GOVERNING LAW

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

with the laws of Hong Kong.