SPT Energy : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS (3) TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

April 28, 2021 at 05:25 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SPT Energy Group Inc., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SPT Energy Group Inc.

華油能源集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1251)

PROPOSALS FOR

1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
2. RE-ELECTIONOF RETIRING DIRECTORS
TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of SPT Energy Group Inc. to be held at Xi'an Room, 3F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC on Thursday, 10 June 2021 at 9:30 a.m. is set out on pages 29 to 34 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.sptenergygroup.com. Whether or not you intend to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deliver it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder from attending and voting in person at the annual general meeting if they so wish and in such event, the form of proxy shall be deemed to be revoked.

for identification purpose only

29 April 2021

		CONTENTS
			Page
DEFINITIONS . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	-	DETAILS OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .	15
APPENDIX III	-	SUMMARY OF THE PRINCIPAL TERMS OF THE
		SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

- i -

DEFINITIONS

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

"Adoption Date"	the date on which the Share Option Scheme will be
	approved and adopted by an ordinary resolution of the
	Shareholders
"Annual General Meeting"	the annual general meeting of the Company to be held at
	Xi'an Room, 3F, Kempinski Hotel Beijing Lufthansa
	Center, 50 Liangmaqiao Road, Chaoyang District,
	Beijing, the PRC on Thursday, 10 June 2021 at 9:30 a.m.,
	or any adjournment thereof and notice of which is set out
	on pages 29 to 34 of this circular
"Articles of Association"	the articles of association of the Company adopted and
	became effective on 1 December 2011, and as amended
	from time to time
"Board"	board of Directors
"Companies Law"	the Companies Law (2011 Revision) of the Cayman
	Islands as amended, supplemented or otherwise modified
	from time to time
"Company"	SPT Energy Group Inc., an exempted company
	incorporated on 12 June 2008 in the Cayman Islands with
	limited liability, with its Shares listed on the main board
	of the Stock Exchange
"Controlling Shareholders"	has the meaning ascribed thereto under the Listing Rules
	and, unless the context require otherwise, refers to Mr.
	Wang Guoqiang, Mr. Ethan Wu, Elegant Eagle
	Investments Limited, Red Velvet Holdings Limited, Best
	Harvest Far East Limited, Widescope Holdings Limited,
	True Harmony Limited, Truepath Limited and their
	respective associates, who together control the exercise
	of approximately 35.14% of the voting rights in general
	meetings of the Company as at the Latest Practicable
	Date
"Director(s)"	the director(s) of the Company

- 1 -

	DEFINITIONS
"Eligible Participant(s)"	has the meaning ascribed to it under paragraph (2) of
	"Appendix III - Summary of the Principal Terms of the
	Share Option Scheme"
"Existing Share Option Scheme"	the share option scheme adopted by the Company on
	1 December 2011
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the legal currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to allot, issue and/or deal
	with Shares not exceeding 20% of the aggregate nominal
	amount of the issued share capital of the Company as at
	the date of passing of the relevant resolution granting the
	Issue Mandate
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Committee"	The Listing Committee of the Stock Exchange
"Listing Date"	23 December 2011, the date on which dealings in the
	Shares first commenced on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"PRC"	the People's Republic of China, and for the purpose of
	this circular, excludes Hong Kong Special Administrative
	Region, Macau Special Administrative Region and
	Taiwan
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to repurchase Shares not
	exceeding 10% of the aggregate nominal amount of the
	issued share capital of the Company as at the date of
	passing of the relevant resolution granting the
	Repurchase Mandate

- 2 -

	DEFINITIONS
"RMB"	Renminbi, the legal currency of the PRC
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended from time to time
"Share(s)"	ordinary share(s) of nominal value of US$0.0001 each in
	the capital of the Company
"Share Option(s)"	the options granted under the Share Option Scheme to
	subscribe for Shares in accordance with the Share Option
	Scheme
"Share Option Scheme"	the new share options scheme of the Company proposed
	to be adopted at the Annual General Meeting, the
	principal terms of which are set out in Appendix III to
	this circular
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-
	backs, as amended from time to time
"%"	per cent

- 3 -

LETTER FROM THE BOARD

SPT Energy Group Inc.

華油能源集團有限公司*

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1251)
Executive Directors:	Registered office:
Mr. Wang Guoqiang	P.O. Box 31119
Mr. Ethan Wu	Grand Pavilion
Mr. Li Qiang	Hibiscus Way
	802 West Bay Road
Non-executive Directors:	Grand Cayman
Ms. Chen Chunhua	KY1-1205
Mr. Wu Jiwei	Cayman Islands
Independent non-executive Directors:	Corporate headquarters:
Mr. Wu Kwok Keung Andrew	5/F, Hongmao Commercial Building
Mr. Wan Kah Ming	Jia No. 8 Hongjun Ying East Road
Ms. Zhang Yujuan	Chaoyang District
	Beijing
	PRC

Principal place of business in Hong Kong: 33/F, Edinburgh Tower

The Landmark

15 Queen's Road Central

Hong Kong

29 April 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
2. RE-ELECTIONOF RETIRING DIRECTORS
TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and b) the re-election of the retiring Directors; and c) the termination of the Existing Share Option Scheme and the adoption of the Share Option Scheme.

for identification purpose only

- 4 -

LETTER FROM THE BOARD

ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares in the share capital of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,853,775,999 Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 370,755,199 Shares.

In addition, subject to a separate approval of the ordinary resolutions no. 4(B) and 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolutions in relation to the Issue Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

REPURCHASE MANDATE

An ordinary resolution will also be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Articles of Association, Mr. Li Qiang, Ms. Chen Chunhua and Ms. Zhang Yujuan will retire, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting of the Company.

- 5 -

LETTER FROM THE BOARD

The re-appointment of the abovenamed Directors has been reviewed by the nomination committee of the Company (the "Nomination Committee") which made recommendation to the Board that the re-election be proposed for Shareholders' approval at the Annual General Meeting. The Nomination Committee has recommended three Directors to the Board for re-election at the Annual General Meeting.

The Nomination Committee has also reviewed and assessed the independence of Ms. Zhang Yujuan based on her confirmation of independence pursuant to the independence guidelines as set out in Rule 3.13 of the Listing Rules. Ms. Zhang Yujuan is not involved in the daily management of the Company nor in any relationships which would interfere with the exercise of her independent judgment. In addition, taking into consideration of the diversity perspectives (including but not limited to gender, age, cultural and educational background, professional experience, length of service, skills and knowledge) and the current public directorships held by the relevant individuals, the Board is satisfied that Ms. Zhang Yujuan is of such character, integrity and experience commensurating with the office of independent non-executive Director. The Board believes that she will be able to devote sufficient time to the Board and will continue to provide independent, balanced and objective view to the Company's affairs.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

ADOPTION OF SHARE OPTION SCHEME

Existing Share Option Scheme

The Existing Share Option Scheme was adopted on 1 December 2011, and will expire on the tenth anniversary of its adoption. As at the Latest Practicable Date, 247,909,000 share options under the Existing Share Option Scheme remain outstanding and exercisable upon. The outstanding options granted under the Existing Share Option Scheme remain valid upon expiry of the Existing Share Option Scheme.

As the Existing Share Option Scheme will expire on 1 December 2021 and to enable the Company to continue to grant Share Options to Eligible Participants as incentives or rewards for their contributions to the success of the Group, the Board proposes to recommend to the Shareholders at the Annual General Meeting to terminate the Existing Share Option Scheme with effect from the Adoption Date and to approve and adopt the Share Option Scheme.

The Share Option Scheme

A summary of the principal terms of the Share Option Scheme is set out in Appendix III of this circular.

- 6 -

LETTER FROM THE BOARD

The Share Option Scheme will continue to enable the Company to grant rights to subscribe for Shares as incentives or rewards to Eligible Participants for their contribution to the Group and/or to enable the Group to recruit and retain high caliber employees and attract human resources that are valuable to the Group and any entity which the Group holds any equity interest (the "Invested Entity").

The Board may, at its absolute discretion, offer to grant an option to the following persons (collectively the "Eligible Participants") to subscribe for such number of new Shares as the Board may determine:

any employee (whether full-time or part-time including any executive director but excluding any non-executive director) of the Company, or any of its subsidiaries or Invested Entities;
any non-executive director (including independent non-executive director) of the Company, any of its subsidiaries or any Invested Entities; and
any other person (including any consultant, adviser, distributor, contractor, supplier, agent, customer, business partner, joint venture business partner, promoter or service provider of any member of the Group) whom the Board considers, in its sole discretion, has contributed or will contribute to the Group.

The Company considers that it is necessary to ensure the scope of Eligible Participants under the Share Option Scheme is wide enough to cover those individuals and entities, which are able to contribute to the Group but fall outside the traditional employer-and-employee relationship, and allow the Company to have flexibility to incentivise and reward to these parties as the Company considers commercially appropriate.

The Group's operations from time to time rely heavily on a number of external party, including consultants, advisers, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters and service providers of the Group. The Share Option Scheme could reward them for their contribution to the Group and their loyalty in having a sustainable business relationship with the Group.

The Board will consider the merits of each grant on a case-by-case basis and the scope of Eligible Participants as set out in the Share Option Scheme allows the flexibility for the Board to exercise their discretion in case these individuals or entities made or will make significant contributions to or have an important role in the growth of the Group as a whole.

Based on the above, the Directors consider that the adoption of the Share Option Scheme and the inclusion of these persons other than the employees and directors of the Group are in the interests of the Company and the Shareholders as a whole.

- 7 -

LETTER FROM THE BOARD

Under the Share Option Scheme, the Board has the authority to set the terms and conditions in the grant of the Share Options (e.g. the performance targets to be achieved before such Share Options can be exercised and to determine the subscription price). The Board considers that this will provide the Board with more flexibility in imposing appropriate conditions in light of the circumstances of each grant to achieve the purpose of the Share Option Scheme.

Under the Share Option Scheme, Share Options granted to a grantee may only become exercisable in accordance with the following vesting schedule:

one-thirdof the Shares which are subject to the Share Options so granted to him (rounded down to the nearest whole number) shall be exercisable at any time during the period commencing on the first anniversary of the offer date and ending at the end of the option period;
one-thirdof the Shares which are subject to the Share Options so granted to him (rounded down to the nearest whole number) shall be exercisable at any time during the period commencing on the second anniversary of the offer date and ending at the end of the option period; and
the remaining number of the Shares which are subject to the Share Options so granted to him shall be exercisable at any time during the period commencing on the third anniversary of the offer date and ending at the end of the option period.

None of the Directors is a trustee of the Share Option Scheme or has a direct or indirect interest in the trustee of the Share Option Scheme, if any.

The provisions of the Share Option Scheme comply with the requirements of Chapter 17 of the Listing Rules.

As at the Latest Practicable Date, there were 1,853,775,999 Shares in issue. Assuming that no further Share will be allotted, issued, repurchased or cancelled prior to the Annual General Meeting, the total number of Shares that may fall to be allotted and issued under the Share Option Scheme after the resolution regarding the proposed adoption of the Share Option Scheme is passed at the Annual General Meeting would be 185,377,599 Shares, representing approximately 10% of the total number of Shares in issue.

The Directors consider that it is not appropriate to state the value of the Share Options which may be granted under the Share Option Scheme as if they had been granted as at the Latest Practicable Date. The pricing of the Share Options are also set out in paragraph (6) of Appendix III of this circular. The Directors believe that any estimate regarding the value of the Share Options will not be meaningful to the Shareholders, since the Share Options to be granted shall not be assignable, and no holder of the Share Options shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Share Option.

- 8 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, no Share Option had been granted under the Share Option Scheme.

The adoption of the Share Option Scheme is conditional upon:

the passing of a necessary resolution to approve the Share Option Scheme by the Shareholders at the Company's general meeting and to authorise the Board to grant the Share Options and to allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the Share Options; and
the Listing Committee granting approval of the listing of, and permission to deal in, such number of Shares to be issued by the Company pursuant to the exercise of Share Options which may be granted under the Share Option Scheme.

Application will be made to the Listing Committee for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the Share Option Scheme.

As at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto.

A copy of the rules of the Share Option Scheme is available for inspection at the Company's principal place of business in Hong Kong at 33/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong, at normal business hours from the date of this circular up to and including the date of the Annual General Meeting.

Termination of the Existing Share Option Scheme

Under the terms of the Existing Share Option Scheme, the Company may at any time by resolution in general meeting terminate the Existing Share Option Scheme.

Subject to the approval of the adoption of the Share Option Scheme by an ordinary resolution by Shareholders at the Annual General Meeting, it is proposed that the Existing Share Option Scheme be terminated with effect from the Adoption Date.

Upon termination of the Existing Share Option Scheme, no further options may be granted thereunder but the provisions of the Existing Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any options granted prior to the termination. Therefore, the adoption of the Share Option Scheme will not in any event affect the terms of the grant of such outstanding options that have already been granted under the Existing Share Option Scheme and the above outstanding options granted under the Existing Share Option Scheme shall continue to be valid and subject to the provisions of the Existing Share Option Scheme.

- 9 -

LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 29 to 34 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to, among others, granting the Directors the Issue Mandate and the Repurchase Mandate and approving the re-election of the retiring Directors.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.sptenergygroup.com. Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and deliver it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to Article 72 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. All Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 10 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate, approving the re-election of the retiring Directors and the termination of the Existing Share Option Scheme and the adoption of the Share Option Scheme are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By Order of the Board

SPT Energy Group Inc.

Mr. Wang Guoqiang

Chairman

- 11 -

APPENDIX I

DETAILS OF DIRECTORS

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting:

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, no Director holds any other major appointments, any position with the Company or any other member of the Group, nor has any directorships in other listed companies in the past three years.

In addition, save as disclosed therein, no Director has any relationship with any other Directors, senior management personnel, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed herein, there is no other matter relating to the re-election of the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

DIRECTORS CANDIDATES

Executive Director

Li Qiang (李強), aged 45, is an executive Director and chief financial officer of the Company. He is primarily responsible for internal control affairs of the Group including planning and operations, capital operation and information disclosure. Mr. Li has more than 23 years of experience in corporate management. Mr. Li has been an executive Director of the Company since 21 March 2017. Prior to joining the Group, he served as the senior project manager of Beijing Bowei Management Consultancy Co., Ltd. (北京博維管理顧問有限公司) specialising in corporate strategies, procedure restructuring, human resources management and other consultation tasks. From August 1998 to June 2004, he worked at Beijing Huaer Company Limited (北京化二股份有限公司) as sales and marketing manager and assistant to plant general manager, etc. Mr. Li obtain a bachelor's degree in corporate management from Beijing Wuzi University (北京物資學院) in 1998 and a master's degree in business administration from Peking University in 2005.

Mr. Li Qiang had entered into a service contract with the Company for a term of 3 years. He does not receive any director's fee. He received director's remuneration in the amount of RMB403,000 in 2020, of which RMB329,000 was salary and the remaining as allowances, retirement benefits and other benefits, etc. The remuneration was determined by the Board with reference to his responsibility, workload, time devoted, contribution to the Group, salaries paid by the comparable companies and prevailing market conditions.

- 12 -

APPENDIX I

DETAILS OF DIRECTORS

As at the Latest Practicable Date, Mr. Li Qiang has an interest in 11,568,000 underlying Shares of the Company in respect of the share options granted under the Existing Share Option Scheme within the meaning of Part XV of SFO.

Non-Executive Director

Chen Chunhua (陳春花), aged 57, was appointed as an independent non-executive Director of the Company on 1 December 2011 and was re-designated as a non-executive Director on 27 March 2013. She is also a member of the Audit Committee of the Company. Ms. Chen has more than 31 years of experience in academic education and practice in corporate operations and business management. Since September 2016, she has been a professor of the National School of Development at Peking University. She has been an independent non-executive Director of Bank of China Limited (中國銀行股份有限公司) since 20 July 2020. She served South China University of Technology from July 1986 to January 2019 and held the positions of professor and tutor of doctoral students in the Business Administration School. From 27 December 2013 to 25 August 2020, she served as a non-executive Director of Vtron Group Co., Ltd. (威創集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002308). Ms. Chen obtained a bachelor's degree of engineering in radio technology from South China Institute of Technology in June 1986 and became a post-doctoral candidate in the Business Administration School of Nanjing University in December 2005.

Ms. Chen Chunhua had entered into an appointment letter with the Company for a term of three years. She received director's remuneration in the amount of RMB416,000 in 2020, of which RMB370,000 was director's fee and the remaining as allowances and other benefits, etc. The remuneration was determined by the Board with reference to her duties and responsibilities with the Company and prevailing market conditions.

As at the Latest Practicable Date, Ms. Chen Chunhua has an interest in 3,500,000 underlying Shares of the Company in respect of the share options granted under the Existing Share Option Scheme within the meaning of Part XV of SFO.

Independent Non-Executive Director

Zhang Yujuan (張渝涓), aged 47, was appointed as an independent non-executive Director of the Company on 27 March 2013. She is also the chairman of the Remuneration Committee and a member of the Nomination Committee of the Company. She has served as the vice chairman of Beijing Zhiyuan Weiku Culture Development Co., Ltd. (北京智元微庫文化發展有限公司) since January 2018. From January 2016 to December 2017, she was the general manager of Nanjing Pincheng Four Seasons Cultural and Creative Company (南京品成四季文化創意公司). From September 2011 to December 2015, she served as the general manager of Chengdu Tianxinyang Gold Industry Co., Ltd. (成都市天鑫洋金業有限責任公司) and the director of Hong Kong Tianxinyang Co., Ltd. (香港天鑫洋股份有限公司). From 1999 to 2010, she served as the deputy general manager of Beijing Information Co., Ltd. (北京圖文資訊有限公司) and the general manager of the Economic Management Publishing Division. From 1997 to 1999, she worked in the Chinese Cereals and Oils Association. Ms. Zhang obtained a

- 13 -

APPENDIX I

DETAILS OF DIRECTORS

bachelor's degree in economics from the School of Economics of Wuhan University in 1997 and a master's degree in business administration from the Chinese University of Hong Kong in 2009. She obtained a master's degree in business administration from the National University of Singapore in 2015.

Ms. Zhang Yujuan had entered into an appointment letter with the Company for a term of three years. She received director's remuneration in the amount of RMB173,000 in 2020, of which RMB173,000 was director's fee and the remaining as allowances and other benefits, etc. The remuneration was determined by the Board with reference to her duties and responsibilities with the Company and prevailing market conditions.

As at the Latest Practicable Date, Ms. Zhang Yujuan has an interest in 2,500,000 underlying Shares of the Company in respect of the share options granted under the Existing Share Option Scheme within the meaning of Part XV of SFO.

Continuous appointment of Independent Non-executive Director who has served more

than nine years

According to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive Director serves more than nine years, any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by the Shareholders.

Ms. Zhang Yujuan was appointed as an independent non-executive Director in March 2013. If Ms. Zhang Yujuan is to be re-elected at the Annual General Meeting, she may continue to serve the Company for more than nine years. The Company has received Ms. Zhang Yujuan's confirmation of independence according to Rule 3.13 of the Listing Rules. Ms. Zhang Yujuan has not engaged in any executive management of the Group. Taking into consideration of her independent scope of works in the past years, the Board considers Ms. Zhang Yujuan to be independent under the Listing Rules despite the fact that she will serve the Company for more than nine years. The Board believes that Ms. Zhang Yujuan's continuous tenure will bring considerable stability to the Board and the Board has benefited greatly from the presence of Ms. Zhang Yujuan who has contributed valuable insight into the Group over time. Separate resolution will be proposed for her re-election at the Annual General Meeting.

Ms. Zhang Yujuan confirmed that she has satisfied all factors set out in Rule 3.13 of the Listing Rules in assessing her independence. Ms. Zhang Yujuan is not connected with any Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

- 14 -

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,853,775,999 Shares of nominal value of US$0.0001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 185,377,599 Shares which represent 10% of the issued share capital of the Company during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the date on which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules, the Companies Law and any other applicable laws. The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company, the share premium account of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either or both the profits of the Company or the share premium account of the Company before or at the time the Company's Shares are repurchased, or in the manner provided for in the Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date on which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 15 -

APPENDIX II

EXPLANATORY STATEMENT

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum and Articles of Association and the Companies Law.

No core connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Wang Guoqiang and Mr. Ethan Wu are parties acting in concert (the "Concert Parties") for the purpose of the Takeovers Code, and are deemed to be interested in a total of 651,484,000 Shares, representing approximately 35.14% of the issued share capital of the Company, of which 489,512,000 Shares held by Truepath Limited, 140,372,000 Shares held by Widescope Holdings Limited and 21,600,000 Shares held by True Harmony Limited, respectively. In the event that the Directors should exercise in full the Repurchase Mandate, the aggregate interests of the Concert Parties will be increased to approximately 39.04% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase will give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the Controlling Shareholders. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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APPENDIX II

EXPLANATORY STATEMENT

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months prior to the Latest Practicable Date.

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

Month	Highest prices	Lowest prices
	HK$	HK$
2020
April	0.375	0.295
May	0.355	0.300
June	0.360	0.300
July	0.340	0.275
August	0.290	0.236
September	0.240	0.195
October	0.250	0.206
November	0.345	0.240
December	0.340	0.260
2021
January	0.325	0.260
February	0.550	0.285
March	0.455	0.320
April (up to the Latest Practicable Date)	0.355	0.320

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

The following is a summary of principal terms of the Share Option Scheme proposed to be approved by the Shareholders at the Annual General Meeting.

1. Purposes of the scheme

The Share Option Scheme is a share incentive scheme prepared in accordance with Chapter 17 of the Listing Rules. The purpose of the Share Option Scheme is to enable the Group to grant Share Options to selected Eligible Participants as incentives or rewards for their contribution to the Group and/or to enable the Group to recruit and retain high caliber employees and attract human resources that are valuable to the Group and any entity which the Group holds any equity interest (the "Invested Entity").

2. Who may join

any employee (whether full-time or part-time including any executive director but excluding any non-executive director) of the Company, or any of its subsidiaries or Invested Entities;
any non-executive director (including independent non-executive director) of the Company, any of its subsidiaries or any Invested Entities; and
any other person (including any consultant, adviser, distributor, contractor, supplier, agent, customer, business partner, joint venture business partner, promoter or service provider of any member of the Group) whom the Board considers, in its sole discretion, has contributed or will contribute to the Group.

3. Acceptance of an offer of Share Options

A Share Option shall be deemed to have been granted and accepted (with retrospective effect from the offer date) when the duplicate letter comprising acceptance of the Share Options duly signed by the grantee with the number of Shares in respect of which offer is accepted clearly stated therein, together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such remittance shall in no circumstances be refundable.

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

An offer of the grant of a Share Option may be accepted in respect of less than the number of Shares for which it is offered provided that it is accepted in respect of such number of Shares as represents a board lot for the time being for the purposes of trading on the Stock Exchange or an integral multiple thereof. To the extent that the offer of the grant of a Share Option is not accepted by any prescribed acceptance date, it will be deemed to have been irrevocably declined and lapsed automatically.

A Share Option may be exercised in whole or in part within the option period giving notice in writing to the Company stating that the Share Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a payment for the full amount of the subscription price for the Shares in respect of which the notice is given. Within 30 days after receipt of the notice and the payment and, where appropriate, receipt of the certificate of the Company's independent financial adviser or auditors pursuant to paragraph (14), the Company shall allot the relevant Shares to the grantee credited as fully paid and issue to the grantee a share certificate in respect of the Shares so issued and allotted.

The exercise of any Share Option shall be subject to the Shareholders in general meeting approving any necessary increase in the authorised share capital of the Company.

4. Maximum number of Shares

The total number of Shares in respect of which Share Options may be granted under the Share Option Scheme and under any other share option schemes of the Company shall not in aggregate exceed 10% of the total number of Shares in issue on the Adoption Date. Subject to the issue of a circular by the Company and the approval of the Shareholders in general meeting and/or such other requirements prescribed under the Listing Rules from time to time, the Board may:

renew this limit at any time to 10% of the Shares in issue as at the date of the approval by the Shareholders in general meeting; and/or
grant Share Options beyond the 10% limit to Eligible Participants specifically identified by the Board. The circular issued by the Company to the Shareholders shall contain a generic description of the specified Eligible Participants who may be granted such options, the number and terms of such Share Options, the purpose of granting such Share Options to the specified Eligible Participants with an explanation as to how the terms of Share Options serve such purpose, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

Notwithstanding the foregoing and subject to paragraph (14) below, the maximum number of Shares which may be issued upon exercise of all outstanding options granted under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

the total number of Shares in issue from time to time. No Share Options may be granted under any schemes of the Company (including the Share Option Scheme) if this will result in the 30% limit being exceeded. The maximum number of Shares in respect of which Share Options may be granted may be adjusted, in such manner as the Company's independent financial adviser or auditors shall certify in writing to the Board to be in their opinion appropriate, fair and reasonable in the event of any alteration in the capital structure of the Company in accordance with paragraph (14) below whether by way of capitalisation of profits or reserves, rights issue or similar offer of securities to holders of Shares, consolidation, subdivision or reduction or similar reorganisation of the share capital of the Company but in no event shall exceed the limit prescribed in this paragraph.

5. Maximum number of options to any one individual

The total number of Shares issued and which may fall to be issued upon exercise of the options granted under the Share Option Scheme and any other share option schemes of the Company (including both exercised and outstanding options) to each Eligible Participant in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being (the "Individual Limit"). Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to the Shareholders and the Shareholders' approval in general meeting of the Company with such Eligible Participant and his close associates (or his associates if such Eligible Participant is a connected person) abstaining from voting. The number and terms (including the subscription price) of options to be granted to such Eligible Participant must be fixed before Shareholders' approval and the date of board meeting for proposing such further grant of Share Option should be taken as the date of grant for the purpose of calculating the subscription price under note (1) to Rule 17.03(9) of the Listing Rules.

6. Price of Shares

The subscription price of a Share in respect of any Share Option shall be such price as determined by the Board in its absolute discretion at the time of the grant of the relevant Share Option, save that such price shall be at least not lower than the higher of: (i) the closing price of the Shares as stated in the Stock Exchange's daily quotation sheet on the date of grant, which must be a day on which the Stock Exchange is open for the business of dealing in securities; and (ii) the average closing price of the Shares as stated in the Stock Exchange's daily quotation sheets for the five business days immediately preceding the date of grant.

7. Grant of options to a Director, chief executive or substantial Shareholder of the Company or any of their respective associates

Each grant of Share Options to a Director, chief executive or substantial Shareholder (as defined in the Listing Rules) of the Company or any of their respective associates (as defined in the Listing Rules) shall be subject to approval by the independent non-executive Directors (excluding independent non-executive Director who is the grantee of the Share Options).

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

Any change in the terms of Share Options granted to a substantial Shareholder or an independent non-executive Director or any of their respective associates, or where any grant of Share Options to a substantial Shareholder or an independent non-executive Director, or any of their respective associates will result in the number of Shares issued and to be issued upon exercise of all Share Options already granted and to be granted (including Share Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

representing in aggregate over 0.1% of the Shares in issue; and
having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million;

such further grant of Share Options must be approved by the Shareholders. The Company shall send a circular to the Shareholders, which must contain all relevant information and comply with all relevant requirements as set out in the Listing Rules. Such Eligible Participant, his associates and all core connected persons (as defined in the Listing Rules) of the Company must abstain from voting in favour at such general meeting, except that any of them may vote against the relevant resolution at the general meeting provided that his or her intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such Share Options must be taken on a poll.

8. Restrictions on the times of grant of Share Options

No offer of grant of Share Option shall be made after inside information has come to the knowledge of the Company until (and including) the trading day after the Company has announced such information in accordance with the Listing Rules. In particular, no Share Option may be granted during the period of one month immediately preceding the earlier of:

the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's results for any year, half-year, quarterly or other interim period (whether or not required under the Listing Rules); and
the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement. The period during which no Share Option may be granted will cover any period of delay in the publication of a results announcement.

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

9. Rights are personal to grantee

A Share Option shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Share Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Share Option or part thereof granted to such grantee.

10. Duration of the Share Option Scheme and time of exercise of Share Option

The Share Option Scheme shall be valid and effective for a period of 10 years commencing on the date on which the Share Option Scheme is adopted. A Share Option may be exercised in accordance with the terms of the Share Option Scheme, which shall, at the discretion of the Directors, commence at any time on or after the date of grant and expire no later than the 10th anniversary of the date of grant. Share Options granted to a grantee may only become exercisable in accordance with the following vesting schedule:

one-thirdof the Shares which are subject to the Share Options so granted to him (rounded down to the nearest whole number) shall be exercisable at any time during the period commencing on the first anniversary of the offer date and ending at the end of the option period;
one-thirdof the Shares which are subject to the Share Options so granted to him (rounded down to the nearest whole number) shall be exercisable at any time during the period commencing on the second anniversary of the offer date and ending at the end of the option period; and
the remaining number of the Shares which are subject to the Share Options so granted to him shall be exercisable at any time during the period commencing on the third anniversary of the offer date and ending at the end of the option period.

11. Performance targets

There is no general requirement for any performance target that has to be achieved before the exercise of any Share Option except as otherwise imposed by the Board.

12. Exercise of Share Option

Subject as hereinafter provided in the Share Option Scheme, the Share Option may be exercised by the grantee (or his or her legal personal representative(s)) at any time during the option period:

if the grantee is under employment with the Company and/or any of the subsidiaries or the Invested Entities, in the event of the grantee ceasing to be an Eligible Participant by reason of such grantee's resignation from the employment of the

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

Company or of any of the subsidiaries or the Invested Entities or the termination of his or her employment by the Company or the relevant subsidiary or Invested Entity or the expiry of his or her employment with the Company or the relevant subsidiary or Invested Entity other than the termination of his or her employment on one or more of the grounds specified in paragraph (15)(e), the grantee may exercise the Share Option up to his or her entitlement at such date of cessation (to the extent not already exercised) on or before the date of such cessation, which date shall be the last actual working day on which the grantee was at work with the Company, or the relevant subsidiary or Invested Entity, on which salary is paid whether in lieu of notice or not, or such longer period as the Board may determine;

if the grantee is under employment with the Company and/or any of the subsidiaries or the Invested Entities, in the event of the grantee ceasing to be an Eligible Participant by reason of his or her ill-health or retirement, the grantee may, subject to paragraph (15)(a), exercise the Share Option up to his or her entitlement at such date of cessation (to the extent not already exercised) within the period of 12 months following the date of such cessation, which date shall be the last actual working day on which the grantee was at work with the Company, or the relevant subsidiary or Invested Entity, on which salary is paid whether in lieu of notice or not, or such longer period as the Board may determine;
if the grantee is under employment with the Company and/or any of the subsidiaries or the Invested Entities, in the event of the grantee ceasing to be an Eligible Participant by reason of his or her death, the legal personal representative(s) of the grantee may, notwithstanding paragraph (15)(a), exercise the Share Option up to the grantee's entitlement at such date of cessation (to the extent not already exercised) within the period of 12 months following the date of his or her death (or such longer period as the Board may determine);
in the event of a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Share Options granted to them, shareholders of the Company. If such offer becomes or is declared unconditional, a grantee shall be entitled to exercise his or her or its Share Option (to the extent not already exercised) to its full extent or to the extent specified in the grantee's notice to the Company in exercise of his or her or its Share Option at any time before the close of such offer (or any revised offer);

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

in the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all grantees and thereupon, each grantee shall be entitled to exercise all or any of his or her or its Share Options (to the extent which has become exercisable and not already exercised) at any time not later than two Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the grantee credited as fully paid, which Shares shall rank pari passu with all other Shares in issue on the date prior to the passing of the resolution to wind-up the Company to participate in the distribution of assets of the Company available in liquidation; and
in the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its members (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement, and thereupon any grantee may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling two calendar months thereafter and the date on which such compromise or arrangement is sanctioned by court be entitled to exercise his or her or its Share Option (to the extent which has become exercisable and not already exercised), but the exercise of the Share Option shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. The Company may thereafter require such grantee to transfer or otherwise deal with the Shares issued as a result of such exercise of his or her or its Share Option so as to place the grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

13. Rights attaching to Shares allotted

No dividends will be payable and no voting rights will be exercisable in relation to an Option that has not been exercised. The Shares to be issued and allotted upon the exercise of an Option will be subject to all the provisions of the Articles of Association of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment of the Shares (on exercise of the Option) (the "Allotment Date") and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

to a record date which shall be before the Allotment Date, provided always that when the Allotment Date falls on a day upon which the register of members of the Company is closed then the allotment upon the exercise of the Option shall become effective on the first Business Day on which the register of members of the Company is re-opened. A Share allotted upon the exercise of an Option shall not carry any dividend right and voting rights until the completion of the registration of the grantee as the holder thereof.

14. Effects of alterations of capital structure

In the event of any alteration in the capital structure of the Company whilst any option remains exercisable, whether by way of capitalisation of profits or reserves, rights issue or other similar offer of securities to holders of Shares, consolidation, subdivision or reduction or similar reorganisation of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), such corresponding alterations (if any) shall be made in (a) the number or nominal amount of Shares subject to any Share Option so far as unexercised; and/or (b) the subscription price per Share of each outstanding option; and/or (c) the method of exercise of the Option; and/or (d) the maximum number of Shares referred to in paragraph (4), in accordance with the Listing Rules, provided that any alteration shall be made on the basis that the proportion of the issued share capital of the Company to which a grantee is entitled after such alteration shall remain the same as that to which he or she or it was entitled before such alteration and that the aggregate subscription price of the Shares payable by a grantee on the full exercise of any Share Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event, but so that no such alteration shall be made the effect of which would be to enable any Share to be issued at less than the nominal value of the Shares and no such adjustment will be required in circumstances where there is an issue of Shares or other securities of the Group as consideration in a transaction.

In addition, in respect of any such alteration as provided in this paragraph other than any alteration made on a capitalisation issue, the Company's independent financial adviser or the Auditors (as the Board may select) must confirm in writing to the Directors that the alteration satisfy the requirements of the relevant provision of the Listing Rules and the supplementary guidance on the interpretation of the Listing Rules issued by the Exchange from time to time.

15. Lapse of option

An option shall lapse automatically and not be exercisable on the earliest of:

the expiry of the option period;
the expiry of any of the periods referred to in paragraphs (12)(b) or (c);
the date on which the offer (or as the case may be, revised offer) referred to in paragraph (12)(d), which has become or is declared unconditional, closes;

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

the date of the commencement of the winding-up of the Company referred to in paragraph (12)(e);
if the grantee is under employment with the Company and/or any of the subsidiaries or Invested Entities, the date on which the Directors determine that the grantee ceases to be an Eligible Participant by reason of the termination of his or her employment on any one or more of the grounds that: he or she has been guilty of misconduct or has found to have breached the terms of employment during his or her employment (regardless of whether such employment contract has already been terminated) leading to a material loss or damage to the Group, or his or her employment has terminated by reason of the failure of such employment to pass the annual evaluation, or has become bankrupt or insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his or her employment at law or pursuant to any applicable laws or under the grantee's service contract with the Company or the relevant subsidiary or the relevant Invested Entity. A resolution of the Board or the board of directors of the relevant subsidiary or the board of directors of the relevant Invested Entity to the effect that employment of a grantee has or has not been terminated on one or more of the grounds specified in this sub-paragraph shall be conclusive and binding on the grantee;
the date when the proposed compromise or arrangement becomes effective referred to in paragraph (12)(f);
the date on which the grantee commits a breach of paragraph (9) or the Share Options are cancelled in accordance with paragraph (17); or
if the Directors at their absolute discretion determine that the grantee (other than an Eligible Participant) or his or her or its associate has committed any breach of any contract entered into between the grantee or his or her or its associate on the one part and any member of the Group or any Invested Entity on the other part or that the grantee has become bankrupt or insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his or her or its creditors generally, the Directors shall determine that the outstanding Share Options granted to the grantee (whether exercisable or not) shall lapse and in such event, his or her or its Share Options will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

16. Alteration of the Share Option Scheme

The Share Option Scheme may be altered in any respect by a resolution of the Board except that:

any changes to the definitions of "Eligible Participant" and "Grantee" and "Option Period" in the Share Option Scheme;
any material alteration to the terms and conditions of the Share Option Scheme;
any change to the terms of Share Options granted (except where the alterations take effect pursuant to the terms of this Scheme);
any change to the authority of the Board in relation to any alteration to the terms of the Share Option Scheme;
any alteration to the provisions of the Share Option Scheme in relation to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the grantee; and
any alteration to the termination provisions of the Share Option Scheme,

must be approved by an ordinary resolution of the Shareholders in general meeting at which any persons to whom or for whose benefit the Shares may be issued under the Share Option Scheme and their respective associates shall abstain from voting provided that the amended terms of the Share Option Scheme or the Share Options shall remain in compliance with the requirements of Chapter 17 of the Listing Rules.

17. Cancellation of Share Options

The Company may cancel a Share Option granted but not exercised with the approval of the grantee of such Share Option.

Where the Company cancels Share Options granted to an Eligible Participant, the Company may, in place thereof, grant new Share Options to the same Eligible Participant, provided that there are available unissued Share Options (excluding the cancelled Share Options) within the limit approved by the Shareholders as mentioned in paragraph (4).

18. Termination of the Share Option Scheme

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the Share Option Scheme and in such event no further Share Option will be offered but the provisions of the Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of the Share Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provision of the Share Option Scheme.

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APPENDIX III	SUMMARY OF THE PRINCIPAL TERMS OF
	THE SHARE OPTION SCHEME

19. Administration of the Board

The Share Option Scheme shall be subject to the administration of the Board whose decision as to all matters arising in relation to the Share Option Scheme or its interpretation or effect (save as otherwise provided herein) shall be final and binding on all parties.

20. Condition of the Share Option Scheme

The Share Option Scheme shall take effect conditional upon:

the passing of a necessary resolution to approve the Share Option Scheme by the Shareholders at the Company's general meeting and to authorise the Board to grant the Share Options hereunder and to allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the Share Options under the Share Option Scheme; and
the Listing Committee granting approval of the listing of, and permission to deal in, such number of Shares to be issued by the Company pursuant to the exercise of Share Options which may be granted under the Share Option Scheme.

- 28 -

NOTICE OF ANNUAL GENERAL MEETING

SPT Energy Group Inc.

華油能源集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1251)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of SPT Energy Group Inc. (the "Company") will be held at Xi'an Room, 3F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC on Thursday, 10 June 2021 at 9:30 a.m. for the following purposes:

To consider, receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2020.
(a) To re-elect the following retiring directors of the Company:
1. 1. Mr. Li Qiang as executive director;
  2. Ms. Chen Chunhua as non-executive director; and
  3. Ms. Zhang Yujuan as independent non-executive director;
2. To authorise the board of directors of the Company to fix the remuneration of the directors.
To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix their remuneration.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "That:
2. 1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional
for identification purpose only

- 29 -

NOTICE OF ANNUAL GENERAL MEETING

ordinary shares in the capital of the Company ("Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such powers be and is hereby generally and unconditionally approved;

the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;
the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares; or (3) an issue of Shares as scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly; and
for the purpose of this resolution:
1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
  2. - 30 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
  2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
2. "Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares of the Company (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
"That:
1. subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Buy-Backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

- 31 -

NOTICE OF ANNUAL GENERAL MEETING

1. subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
2. for the purpose of this resolution:
  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
  3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
"That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in this notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolutions."

5. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

"THAT:

subject to the granting by the Listing Committee of the Stock Exchange of the listing of and permission to deal in the Shares to be issued and allotted by the Company under the proposed share option scheme of the Company (the "Share Option Scheme", a copy of which has been produced to the Annual General Meeting marked 'A' and initialled by the chairman of the Annual General Meeting for the purpose of identification):
1. the Share Option Scheme be and is hereby approved and adopted as the Company's share option scheme and the Directors be and are hereby authorized to take all such steps as they may deem necessary, desirable or expedient to carry into effect, waive or amend the Share Option Scheme

- 32 -

NOTICE OF ANNUAL GENERAL MEETING

subject to the terms of the Share Option Scheme and Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time); and

1. the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the Share Option Scheme up to a maximum of 10% of the Shares in issue as at the date of passing of this resolution, to issue and allot Shares pursuant to the exercise of the options so granted, to administer the Share Option Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit.
Conditional upon the Share Option Scheme becoming effective, the existing share option scheme (the "Existing Share Option Scheme") for the Company which was adopted by the Company on 1 December 2011 be and is hereby terminated upon the Share Option Scheme becoming effective (without prejudice to the rights and benefits of and attached to any outstanding options which have been granted under the Existing Share Option Scheme prior to the date of the passing of this resolution)."

		By Order of the Board
		SPT Energy Group Inc.
		Mr. Wang Guoqiang
		Chairman
The PRC, 29 April 2021
Registered office:	Corporate Headquarters:	Principal place of business
P.O. Box 31119	5/F, Hongmao Commercial Building	in Hong Kong:
Grand Pavilion	Jia No. 8 Hongjunying East Road	33/F, Edinburgh Tower
Hibiscus Way	Chaoyang District	The Landmark
802 West Bay Road	Beijing	15 Queen's Road Central
Grand Cayman	PRC	Hong Kong
KY1-1205
Cayman Islands

- 33 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of 2 or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the above Annual General Meeting. A proxy need not be a shareholder of the Company.
In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to be valid, a form of proxy must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and deposit of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish.
The transfer books and register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021, both dates inclusive, to determine the entitlement of shareholders to attend and vote at the Annual General Meeting, during which period no transfers of shares of the Company will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 4 June 2021.
In respect of ordinary resolutions numbered 2 above, Mr. Li Qiang, Ms. Chen Chunhua and Ms. Zhang Yujuan shall retire from office at the Annual General Meeting and be eligible to offer themselves for re-election. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 29 April 2021.
In respect of the ordinary resolution numbered 4(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new Shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities of the Stock Exchange ("Listing Rules").
In respect of ordinary resolution numbered 4(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 29 April 2021.

- 34 -

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SPT Energy Group Inc. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 09:24:04 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:49 2024-05-06 am EDT			5-day change	1st Jan Change
0.227 ^HKD	-8.10%		-0.44%	-0.44%

Apr. 03	SPT Energy Group Inc. Announces Appointment of Ding Kechen as Executive Director	CI
Mar. 27	Spt Energy Posts Higher Profit for 2023	MT

SPT Energy Group Inc. Announces Appointment of Ding Kechen as Executive Director	Apr. 03	CI
Spt Energy Posts Higher Profit for 2023	Mar. 27	MT
SPT Energy Group Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 26	CI
Spt Energy Chairman Resigns; Successor Named	Mar. 26	MT
SPT Energy Group Inc. Announces Executive Changes	Mar. 26	CI
SPT Energy Group Unit to Sell Oil and Gas Field Operation Equipment Under Sale-Leaseback Deal	Jan. 30	MT
SPT Energy Unit Signs Sale-Leaseback Deal for Gas Field Equipment	Dec. 27	MT
SPT Energy Posts 5% Decline in H1 Profit	23-08-24	MT
SPT Energy Group Inc. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-23	CI
SPT Energy Raises HK$24.6 Million from Share Placement	23-05-02	MT
SPT Energy to Raise HK$24.6 Million From Share Placement; Shares Climb 4%	23-04-24	MT
SPT Energy Group Inc. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-23	CI
SPT Energy Unit Enters Into Joint Arrangement for 30-Year Operations at Jabung Tengah Block	23-01-26	MT
SPT Energy Unit, Rukun Raharja Win Bid for Jabung Tengah Gas Block Development Rights in Indonesia; Shares Climb 12%	22-12-28	MT
SPT Energy Unit to Sell, Lease Back Oil and Gas Field Equipment	22-12-27	MT
SPT Energy Group Inc. Announces Executive Changes	22-12-08	CI
SPT Energy Group Inc. Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-25	CI
SPT Energy Group Inc. Appoints Independent Non-Executive Director and Change of Company Secretary	22-06-10	CI
SPT Energy Group Inc. Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-24	CI
Spt Energy Group Inc. Provides Group Preliminary Unaudited Consolidated Earnings Guidance for the Year Ended 31 December 2021	22-02-28	CI
SPT Energy's October Power Output Hits Nearly 14% Higher	21-11-26	MT
SPT Energy Group Inc. Reports Earnings Results for the Half Year Ended June 30, 2021	21-08-25	CI
Spt Energy Group Inc. Reports Earnings Results for the Full Year Ended December 31, 2020	21-03-26	CI
SPT Energy : Bags Drilling Services Project Worth $18 Million	21-03-05	MT
SPT Energy Group Inc.'s Subsidiary Wins the Bid for the Drilling Services Project in the Key Block of Coalbed Methane Corp. Ltd	21-03-04	CI

	1st Jan change	Capi.
SPT ENERGY GROUP INC.	-0.44%	61.78M
SUBSEA 7 S.A.	+21.19%	4.98B
TECHNIP ENERGIES N.V.	+7.28%	4.26B
LIBERTY ENERGY INC.	+19.29%	3.61B
AKER SOLUTIONS ASA	+0.24%	1.84B
TGS ASA	-9.53%	1.45B
SELECT WATER SOLUTIONS, INC.	+20.69%	941M
SIEM OFFSHORE INC.	+25.54%	769M
BUMI ARMADA	+15.15%	712M
DAYANG ENTERPRISE HOLDINGS	+63.75%	640M

SPT Energy Group Inc.

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1251

KYG8405W1069

Oil Related Services and Equipment

SPT Energy : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS (3) TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

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