Appendix Iv Statutory and General Information

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

A. FURTHER INFORMATION ABOUT OUR GROUP

1. Incorporation of our Company

Our Company was incorporated as a private company with limited liability under the Companies Ordinance on 5 May 2015 in Hong Kong. Our registered office is at Unit B on the 9th Floor and Unit B on the 10th Floor of D2 Place ONE, No. 9 Cheung Yee Street, Cheung Sha Wan, Kowloon, Hong Kong. Our Company [changed] our company status to a public company limited by shares with effect from the [REDACTED] following the approval and adoption of the Articles of Association with effect from the [REDACTED] by our Shareholders by way of resolutions in writing passed on [‧] 2021.

As our Company was incorporated in Hong Kong, we are subject to the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association and the applicable laws of Hong Kong. A summary of certain provisions of the Articles of Association is set out in Appendix III to this document.

2. Changes in the share capital of our Company

On the date of the incorporation of our Company on 5 May 2015, 10,000 Shares were allotted and issued to Muswell International.

On 31 January 2018, Muswell International transferred 10,000 Shares to Toridoll HK at a consideration of approximately HK$744.7 million.

For the purpose of implementing the Share Award Scheme, on 25 March 2021, the total number of 10,000 issued Shares of our Company were subdivided into 1,000,000,000 Shares. On the same date, 2,024,000 new Shares in our Company were allotted and issued to Blessing Keen, a direct wholly-owned subsidiary of the Trustee which will hold such Shares on trust on behalf of the grantees, at a subscription price of HK$20.24.

Immediately following the completion of the [REDACTED] (without taking into account any Share which may be allotted and issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme and any options which may be granted under the Post-[REDACTED] Share Option Scheme), the share capital of our Company will comprise [REDACTED] Shares.

Save as disclosed above and as mentioned in the paragraph headed ‘‘4. Resolutions in writing of our Shareholders passed on [‧] 2021’’ below in this Appendix, there has been no alteration in the share capital of our Company since its incorporation.

3. Changes in the share capital of our subsidiaries

Our subsidiaries are set out in the Accountants’ Report, the text of which is set out in Appendix I to this document.

Save as disclosed in the section headed ‘‘History development and corporate structure’’ in this document, there has been no alteration in the share capital of our subsidiaries during the two years preceding the date of this document.

–IV-1– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

4. Resolutions in writing of our Shareholders passed on [‧] 2021

(i) Pursuant to written resolutions of our Shareholders passed on [‧] 2021, among other matters:

(a) we approved and conditionally adopted the Articles of Association which will become effective upon [REDACTED];

(b) conditional on (aa) the Listing Committee of the Stock Exchange granting the approval of the [REDACTED] of, and permission to deal in, the Shares in issue, Shares to be issued pursuant to the [REDACTED] and Shares to be issued as mentioned in this document (including any additional Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme); (bb) the final [REDACTED] having been duly determined; and (cc) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional and not being terminated in accordance with the terms therein (or any conditions as specified in this document), in each case on or before such dates and times as specified in the [REDACTED]:

(i) the [REDACTED] was approved and our Directors were authorised to allot and issue the [REDACTED] pursuant to the [REDACTED];

(ii) the [REDACTED] was approved and our Directors were authorised to allot and issue the additional Shares pursuant to the exercise of the [REDACTED];

(iii) a general unconditional mandate was given to our Directors to allot, issue and deal with (including the powertomakeanofferoragreement,or grant securities which would or might require Shares to be allotted and issued), otherwise than pursuant to a rights issue or pursuant to any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles or pursuant to the grant of options under the Share Option Scheme or other similar arrangement or pursuant to a specific authority granted by the Shareholders in general meeting, Shares not exceeding 20% of the number of issued Shares immediately following the completion of the [REDACTED] (but taking no account of any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), such mandate to remain in effect until the conclusion of the next annual general meeting of our Company, or the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable laws to be held, or until revokedorvariedbyanordinary resolution of the Shareholders in general meeting, whichever occurs first;

–IV-2– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(iv) a general unconditional mandate was given to our Directors authorising them to exercise all powers of our Company to buy back on the Stock Exchange or on any other approved stock exchange on which the securities of our Company may be [REDACTED] and which is recognised by the SFC and the Stock Exchange for this purpose such number of Shares as will represent up to 10% of the number of issued Shares immediately following the completion of the [REDACTED] (but taking no account of any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), such mandate to remain in effect until the conclusion of the next annual general meeting of our Company, or the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable laws to be held, or until revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first; and

(v) the general unconditional mandate mentioned in paragraph (v) above was extended by the addition to the number of issued Shares which may be allotted or agreed conditionally or unconditionally to be allotted by our Directors pursuant to such general mandate of an amount representing the total number of issued Shares of our Company bought back by our Company pursuant to the mandate to buy back Shares referred to in paragraph (vi) above.

5. Buyback by our Company of our own securities

This section includes information required by the Stock Exchange to be included in this document concerning the buyback by our Company of our own securities.

(a) Provisions of the Listing Rules

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions.

(i) Shareholders’ approval

The Listing Rules provide that all proposed buybacks of shares (which must be fully paid in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolutions of its shareholders in general meeting, either by way of general mandate or by specific approval of a particular transaction.

–IV-3– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Note: Pursuant to the written resolutions passed by our Shareholders on [‧] 2021, a general unconditional mandate (the ‘‘Buyback Mandate’’) was granted to our Directors authorising the buyback of shares by our Company on the Stock Exchange, or on any other stock exchange on which the securities of our Company may be [REDACTED] and which is recognised by the SFC and the Stock Exchange for this purpose, with the total number of Shares not exceeding 10% of the total number of Shares in issue and to be issued as mentioned herein, at any time until the conclusion of the next annual general meeting of our Company, the expiration of the period within which the next annual general meeting of our Company is required by an applicable law or the Articles to be held or when such mandate is revoked or varied by an ordinary resolution of our Shareholders in general meeting, whichever is the earliest.

(ii) Source of funds

Buybacks must be funded out of funds legally available for the purpose in accordance with our Articles, the Listing Rules and the applicable laws of Hong Kong. A listed company may not buy back its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.

(iii) Core connected persons

The Listing Rules prohibit our Company from knowingly repurchasing the Shares on the Stock Exchange from a ‘‘core connected person’’, which includes a director, chief executive or substantial shareholder of our Company or any of the subsidiaries or a close associate of any of them and a core connected person shall not knowingly sell Shares to our Company.

(b) Reasons for buybacks

Our Directors believe that it is in the best interests of our Company and our Shareholders as a whole for our Directors to have a general authority from our Shareholders to enable our Company to buy back Shares in the market. Such buybacks may, depending on market conditions and funding arrangements at the time, lead to an enhancement of our Company’s net asset value per Share and/or earnings per Share and will only be made when our Directors believe that such buybacks will benefit our Company and our Shareholders.

In buying back securities, our Company may only apply funds legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws of Hong Kong.

On the basis of the current financial position of our Group as disclosed in this document and taking into account the current working capital position of our Company, our Directors consider that, if the Buyback Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of our Group as compared to the position disclosed in this document. However, our Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the

–IV-4– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

circumstances, have a material adverse effect on the working capital requirements or the gearing levels of our Group which, in the opinion of our Directors, are from time to time appropriate for our Group.

(d) Share capital

The exercise in full of the Buyback Mandate, on the basis of [REDACTED] Shares in issue immediately after the [REDACTED] (but not taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), would result in up to [REDACTED] Shares being bought back by our Company during the period until:

(i) the conclusion of the next annual general meeting of our Company;

(ii) the expiration of the period within which the next annual general meeting of our Company is required by any applicable law or the Articles to be held; or

(iii) the date on which the Buyback Mandate is revoked or varied by an ordinary resolution of our Shareholders in general meeting, whichever occurs first.

(e) General

None of our Directors nor, to the best of their knowledge, information and belief, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell any Shares to us or our subsidiaries.

Our Directors [have] undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buyback Mandate in accordance with the Listing Rules, the Articles, the Companies Ordinance and other applicable laws of Hong Kong.

If as a result of a securities buyback pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of our Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of our Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. Our Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of a buyback pursuant to the Buyback Mandate.

–IV-5– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

If the Buyback Mandate is fully exercised immediately following completion of the [REDACTED] (but not taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), the total number of Shares which will be bought back pursuant to the Buyback Mandate will be [REDACTED] Shares, being 10% of the total number of Shares in issue based on the aforesaid assumptions. Any buyback of Shares which results in the number of Shares held by the public being reduced to less than the prescribed percentage of our Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float under Rule 8.08 of the Listing Rules. However, our Directors have no present intention to exercise the Buyback Mandate to such an extent that, in the circumstances, there is insufficient public float as prescribed under the Listing Rules.

No core connected person has notified us that he/she/it has a present intention to sell Shares to our Company, or has undertaken not to do so, if the Buyback Mandate is exercised.

B. INFORMATION ABOUT OUR BUSINESS

1. Summary of material contracts

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of our Group within the two years preceding the date of this document that are or may be material:

(a) the Deed of Indemnity;

(b) the Deed of Non-Competition; and

2. Intellectual property rights of our Group

(a) Trademarks

As at the Latest Practicable Date, our Group was the registered owner of the following trademarks which, in the opinion of our Directors, are or may be material to our business:

Registration Name of Place of Date of No. Trademark number Class registered owner registration registration Date of expiry

1. 300201581 29 Tam Jai Hong Kong 22 April 2004 21 April 2024 International Co. Limited

2. 300201590 30 Tam Jai Hong Kong 22 April 2004 21 April 2024 International Co. Limited

–IV-6– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Registration Name of Place of Date of No. Trademark number Class registered owner registration registration Date of expiry

3. 300842472 43 Tam Jai Hong Kong 29 March 2007 28 March 2027 International Co. Limited

4. 302715228 43 Tam Jai Hong Kong 23 August 22 August 2023 International 2013 Co. Limited

5. 303186018 43 Tam Jai Hong Kong 31 October 30 October International 2014 2024 Co. Limited

6. 303687445 16, 29, 30, Tam Jai Hong Kong 17 February 16 February 35, 43 International 2016 2026 Co. Limited

7. 303687454 16, 29, 35 Tam Jai Hong Kong 17 February 16 February International 2016 2026 Co. Limited

8. 304492404 16, 29, 30, Tam Jai Hong Kong 13 April 2018 12 April 2028 35, 43 International Co. Limited

9. 304492413 16, 29, 30, Tam Jai Hong Kong 13 April 2018 12 April 2028 35, 43 International Co. Limited

10. 304989421 16, 29, 30, Tam Jai Hong Kong 11 July 2019 10 July 2029 32, 35, 43 International Co. Limited

11. 305012342 16, 29, 30, Tam Jai Hong Kong 1 August 2019 31 July 2029 32, 35, 43 International Co. Limited

12. 305046453 29 Tam Jai Hong Kong 4 September 3September International 2019 2029 Co. Limited

13. 305046462 16, 29, 30, Tam Jai Hong Kong 4 September 3September 32, 35, 43 International 2019 2029 Co. Limited

14. 305094702 16, 29, 30, Tam Jai Hong Kong 25 October 24 October 32, 35, 43 International 2019 2029 Co. Limited

–IV-7– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Registration Name of Place of Date of No. Trademark number Class registered owner registration registration Date of expiry

15. 20492571 43 Tam Jai PRC 28 April 2018 27 April 2028 International Co. Limited

16. 6783090 30 Tam Jai PRC 21 April 2010 20 April 2030 International Co. Limited

17. 42349539 16 Tam Jai PRC 14 September 13 September International 2020 2030 42349538 29Co. Limited PRC 7 October 2020 6 October 2030 42349537 30 PRC 21 September 20 September 2020 2030

18. 42349534 16 Tam Jai PRC 14 August 13 August 2030 International 2020 42349533 29Co. Limited PRC 14 August 13 August 2030 2020 42349532 30 PRC 14 September 13 September 2020 2030

19. 41569374 16 Tam Jai PRC 28 June 2020 27 June 2030 41569373 29International PRC 14 July 2020 13 July 2030 41569372 30Co. Limited PRC 28 August 27 August 2030 2020 41569370 43 PRC 28 December 27 December 2020 2030

20. 譚仔米線 41569384 16 Tam Jai PRC 28 June 2020 27 June 2030 41569383 29International PRC 28 June 2020 27 June 2030 Co. Limited

21. 譚仔 41569389 16 Tam Jai PRC 28 June 2020 27 June 2030 41569388 29International PRC 14 July 2020 13 July 2030 41569387 30Co. Limited PRC 28 August 27 August 2030 2020

22. 譚仔米線 41569381 35 Tam Jai PRC 14 February 13 February International 2021 2031 Co. Limited

23. 40202000997P 16, 29, 30, Tam Jai Singapore 15 January 15 January 2030 32, 35, 43 International 2020 Co. Limited

–IV-8– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Registration Name of Place of Date of No. Trademark number Class registered owner registration registration Date of expiry

24. 40202000998Q 16, 29, 30, Tam Jai Singapore 15 January 15 January 2030 32, 35, 43 International 2020 Co. Limited

25. 40202000999W 16, 29, 30, Tam Jai Singapore 15 January 15 January 2030 32, 35, 43 International 2020 Co. Limited

26. 40202001002Q 16, 29, 30, Tam Jai Singapore 15 January 15 January 2030 32, 35, 43 International 2020 Co. Limited

27. 40202010390S 16, 29, 30, Tam Jai Singapore 20 May 2020 20 May 2030 32, 35, 43 International Co. Limited

28. 40202010391V 16, 29, 30, Tam Jai Singapore 20 May 2020 20 May 2030 32, 35, 43 International Co. Limited

29. 40202010389R 16, 29, 30, Tam Jai Singapore 20 May 2020 20 May 2030 32, 35, 43 International Co. Limited

30. 40202000996R 16, 29, 30, Tam Jai Singapore 15 January 15 January 2030 32, 35, 43 International 2020 Co. Limited

–IV-9– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

As at the Latest Practicable Date, our Group has applied for the registration of the following trademarks which, in the opinion of our Directors, are or may be material to our business:

No. Trademark Application number Class Name of applicant Place of application

1. 42349536 35 Tam Jai International PRC 42349535 43Co. Limited PRC

2. 42349531 35 Tam Jai International PRC 42349530 43Co. Limited PRC

3. 41569371 35 Tam Jai International PRC Co. Limited

4. 譚仔米線 41569380 43 Tam Jai International PRC Co. Limited

5. 譚仔 41569386 35 Tam Jai International PRC 41569385 43Co. Limited PRC

6. 譚仔三哥 40202001003W 16, 29, 30, Tam Jai International Singapore 32, 35, 43 Co. Limited

(b) Domain names

As at the Latest Practicable Date, our Group was the registered proprietor of the following domain names which is in the opinions of our Directors are or may be material to our business:

Name of registered Place of Domain name proprietor registration Date of expiry

tamjai-intl.com Tam Jai International Hong Kong 25 October Co. Limited 2022

tamjaimixian.com Jointed-Heart Limited Hong Kong 9 September 2022

tjsamgor.com Vennic Limited Hong Kong 21 February 2022

–IV-10– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

1. Directors

(a) Disclosure of Interests — Interests and short positions of the Directors and the chief executive of our Company in the shares, underlying shares and debentures of our Company and our associated corporations

Immediately following completion of the [REDACTED] (assuming that the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme are not exercised, the interests or short positions of our Directors or chief executive of our Company in the shares, underlying shares and debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules to be notified to our Company and the Stock Exchange, once our Shares are [REDACTED], will be as follows:

Interest in our Company

Approximate percentage of shareholding in our Company immediately Number of following Shares completion of the Name of Director Nature of Interest interested(1) [REDACTED](4)

Mr. Lau Tat Man Beneficial owner [REDACTED] (L)(2) [REDACTED]% [REDACTED] (L)(3) [REDACTED]% Ms. Chan Ping, Rita Beneficial owner [REDACTED] (L)(2) [REDACTED]% [REDACTED] (L)(3) [REDACTED]% Mr. Lee Yuk Hang Beneficial owner [REDACTED] (L)(2) [REDACTED]% [REDACTED] (L)(3) [REDACTED]%

Notes:

(1) The letter ‘‘L’’ denotes the person’s long position in the Shares.

(2) These Shares are the Shares granted by the Company pursuant to the Share Award Scheme on 25 March 2021. Prior to vesting on the respective vesting dates, these Shares are held Blessing Keen, a direct wholly-owned subsidiary of the Trustee of the Employee Trust established by our Company, on trust for the grantees under the Share Award Scheme. Upon vesting on the vesting dates, these

–IV-11– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Shares will be transferred to the grantees pursuant to the terms of the Share Award Scheme. For details of the Share Award Scheme, please refer to the paragraph headed ‘‘D. Share incentive schemes — 1. Share Award Scheme’’ in this Appendix.

(3) These Shares are in the form of share options of our Company granted pursuant to the Pre-[REDACTED] Share Option Scheme conditionally adopted on 25 March 2021 but had not been exercised as at the Latest Practicable Date. For details of the Pre-[REDACTED] Share Option Scheme, please refer to the paragraph headed ‘‘D. Share incentive schemes — 2. Pre-[REDACTED] Share Option Scheme’’ in this Appendix.

(4) Assuming the [REDACTED] is not exercised and without taking into account any Shares which may be issued upon exercise of any options which were granted under the Pre-[REDACTED] Share Option Scheme or which may be granted under the Post-[REDACTED] Share Option Scheme.

(b) Particulars of service agreements and letters of appointments

Each of our executive Directors [has entered] into a service agreement with our Company for a term of three years commencing from the [REDACTED], which may be terminated by not less than three months’ notice in writing served by either party on the other.

Each of our non-executive Directors and independent non-executive Directors [has entered] into a letter of appointment with our Company for a term of three years with effect from the [REDACTED], which may be terminated by not less than three months’ notice in writing served by either party on the other.

Each of our executive Directors, being Mr. Lau Tat Man, Ms. Chan Ping, Rita and Mr. Lee Yuk Hang, is expected to receive an annual remuneration of HK$6.9 million, HK$3.0 million and HK$1.4 million, respectively. The aggregate remuneration (including fees, salaries, allowances and benefits in kind, performance related bonuses and pension scheme contribution) paid to our Directors for the years ended 31 March 2019 and 2020 and the nine months ended 31 December 2020 was approximately HK$2.6 million, HK$4.4 million and HK$3.8 million, respectively. For details, please refer to Note 9 of the Accountant’s Report as set out in Appendix I to this document.

Each of the non-executive Directors, namely, Mr. Tanaka Kimihiro (田中公博), Mr. Sugiyama Takashi (杉山孝史) and Mr. Shinkuma Satoshi (新熊聡) is not expected to receive any remuneration for holding their office as non-executive Directors.

We intend to pay a director’s fee of HK$180,000 per annum to each of the independent non-executive Directors, namely, Mr. Loo Kwok Wing, Mr. Lee Kwok Ming and Mr. Yeung Yiu Keung. Save for directors’ fees, none of our independent non-executive Directors is expected to receive any other remuneration for holding their office as independent non-executive Directors.

Under the arrangement currently in force, the aggregate remuneration (including fees, salaries, allowances and benefits in kind but excluding discretionary bonuses) of our Directors for the year ending 31 March 2022 is estimated to be no more than HK$8 million.

–IV-12– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

2. Substantial Shareholders

Save as disclosed in ‘‘Substantial Shareholders’’ in this document, our Directors are not aware of any person (other than our Directors or chief executive of our Company) who will, immediately following the completion of the [REDACTED] assuming that the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any option which may be granted under the Post-[REDACTED] Share Option Scheme is not exercised, have or be deemed or taken to have an interest and/or short position in our Shares or the underlying Shares which would fall to be disclosed under the provisions of Division 2 and 3 of Part XV of the SFO, or who will be, directly or indirectly, interested in 10% or more of the issued voting shares of our Company.

3. Agency fees or commissions received

Saveasdisclosedinthesectionheaded ‘‘[REDACTED]’’ in this document, no commissions, discounts, brokerages or other special terms were granted in connection with the issue or sale of any capital of any member of our Group within the two years immediately preceding the date of this document.

4. Disclaimers

Save as disclosed in this document:

(a) none of our Directors or chief executive of our Company has any interest or short position in our shares, underlying shares or debentures of our Company or any of our associated corporation (within the meaning of the SFO) which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or which will be required,pursuanttosection352oftheSFO,to be entered in the register referred to therein, or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules once the Shares are [REDACTED];

(b) none of our Directors or experts referred to under the paragraph headed ‘‘E. Other information — 8. Qualification and consents of experts’’ in this Appendix has any direct or indirect interest in the promotion of our Company, or in any assets which have within the two years immediately preceding the date of this document been acquired or disposed of by or leased to any member of our Group, or are proposed to be acquired or disposed of by or leased to any member of our Group;

(c) none of our Directors is materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of our Group taken as a whole;

(d) none of our Directors has any existing or proposed service contracts with any member of our Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation));

–IV-13– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(e) taking no account of Shares which may be taken up under the [REDACTED], none of our Directors knows of any person (not being a Director or chief executive of our Company) who will, immediately following completion of the [REDACTED], have an interest or short position in our Shares or underlying Shares of our Company which would fall to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of SFO or be interested, directly or indirectly, in 10% or more of the issued voting shares of any member of our Group; and

(f) so far as is known to our Directors, as at the Latest Practicable Date, none of our Directors, their respective close associates (as defined under the Listing Rules) or Shareholders who are interested in more than 5% of the total number of Shares in issuehasanyinterestsinthefivelargestcustomers or the five largest suppliers of our Group.

D. SHARE INCENTIVE SCHEMES

1. Share Award Scheme

The following is a summary of the principal terms of the Share Award Scheme adopted by our Company pursuant to the written resolutions of our then sole Shareholder passed on 25 March 2021.

(a) Purpose

The Share Award Scheme is a share incentive scheme and is established to recognise the contribution of the employees of our Group towards its growth and success. The Share Award Scheme will provide the eligible participants with an opportunity to have a personal stake in us with a view to achieving the following objectives:

(i) motivate the eligible participants to optimise their performance efficiency for the benefit of our Group; and

(ii) attract and retain or otherwise maintain relationships with the eligible participants whose contributions are or will be beneficial to the long term growth of our Group.

(b) Who may join

Those eligible participants to participate in the Share Award Scheme include any senior management employee, including without limitation the director, executive, officer and manager-grade employee, whether full time or part time, employed by a member of our Group from time to time; and any consultant employed by our Group, who the Board considers, in its absolute discretion as a grantee.

For the implementation of the Share Award Scheme, the Employee Trust was established on 25 March 2021 with Trident Trust Company (HK) Limited acting as the Trustee thereof. On 25 March 2021, 2,024,000 new Shares in our Company were allotted and issued to the Trustee for the purpose of the Share Award Scheme, representing approximately 0.20% of the total number of issued Shares as at the Latest Practicable

–IV-14– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Date and equivalent to approximately [REDACTED]% of the total number of the issued Shares immediately upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account any Shares to be issued upon exercise of any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options that may be granted under the Post-[REDACTED] Share Option Scheme).

(d) Grant of the Awarded Shares

A total of 2,024,000 Shares (the ‘‘Awarded Shares’’), representing approximately 0.20% of the total number of issued Shares of our Company as at the Latest Practicable Date, were granted to certain selected employees on 25 March 2021. The details of the grant are as follows:

Approximate percentage of the issued share capital of our Company after completion of the Number of [REDACTED] Grantee Position held with our Group Awarded Shares (Note)

Directors

Mr. Lau Tat Man Executive Director, chief 264,000 [REDACTED]% executive officer and chairman of our Board

Ms. Chan Ping, Executive Director and chief 132,000 [REDACTED]% Rita financial officer

Mr. Lee Yuk Hang Executive Director and 110,000 [REDACTED]% group purchasing manager

Senior management (excluding our Directors)

Mr. Yeung Siu Business development 110,000 [REDACTED]% Cheong director

Mr. Lau Chi Kwan General manager of Vennic 110,000 [REDACTED]%

Mr. Wu Ka Fai Assistant general manager of 88,000 [REDACTED]% Jointed-Heart

Ms. Tam Chui Ying Senior business development 66,000 [REDACTED]% manager

Other employees of our Group

29 participants 1,144,000 [REDACTED]%

Total 2,024,000 [REDACTED]%

–IV-15– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Note: Assuming the [REDACTED] is not exercised and without taking into account any Shares which may be issued upon exercise of any options which were granted under the Pre-[REDACTED] Share Option Scheme or which may be granted under the Post-[REDACTED] Share Option Scheme.

(e) Vesting of the Awarded Shares

(i) The Awarded Shares will be vested on the following dates on which the grantee’s entitlement to the Awarded Shares and the related income accrues (‘‘Vesting Date’’):

(1) for Awarded Shares granted before the [REDACTED], (aa) 30% of the total number of the Awarded Shares granted to the grantee will vest from the [REDACTED]; (bb) 30% of the total number of the Awarded Shares granted to the grantee will vest from the date immediately after the 1st anniversary of the [REDACTED]; and (cc) 40% of the total number of the Awarded Shares granted to the grantee will vest from the date immediately after the 2nd anniversary of the [REDACTED]; and

(2) for Awarded Shares granted after the [REDACTED], (aa) 30% of the total number of the Awarded Shares granted to the grantee will vest from the date of final approval by the Board of the total amount of the Awarded Shares to be granted to the relevant grantee (the ‘‘Reference Date’’); (bb) 30% of the total number of the Awarded Shares granted to the grantee will vest from the date immediately after the 1st anniversary of the Reference Date; and (cc) 40% of the total number of the Awarded Shares granted to the grantee will vest from the date immediately after the 2nd anniversary of the Reference Date.

(ii) The Trustee shall hold such Awarded Shares on behalf of the grantees until theyarevestedinthegranteeinaccordancewiththerulesoftheShareAward Scheme, and the vesting conditions as determined at the sole and absolute discretion of the Board. The Trustee shall then cause the Awarded Shares to be transferred to such grantees on the Vesting Date subject to the confirmation by our Company.

(iii) The grantees are not entitled to sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to either the Awarded Shares or related income referable to him prior to the Vesting Date.

–IV-16– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(f) Lapse

Unvested Awarded Shares shall lapse and all the unvested Awarded Shares and the related income shall not be vested in the relevant selected employee upon the occurrence of any of the following events:

(i) a grantee ceases to be an employee, whether by voluntary resignation or dismissal or otherwise or a notice of termination of employment of such grantee has been served (but other than in the event of death, normal retirement or early retirement by agreement of the employee);

(ii) an order for the winding-up of our Company is made or a resolution is passed for the voluntary winding-up of our Company (other than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of our Company pass to a successor company);

(iii) the subsidiary of our Company by which a grantee is employed or engaged ceases to be a subsidiary of our Company; or

(iv) the Board has passed a resolution to confirm the [REDACTED] will not take place.

(g) Maximum number of Shares

The maximum number of Awarded Shares which may be granted to the eligible participants under the Share Award Scheme is such number of Shares representing no more than 10% of the issued share capital of our Company immediately upon completion of the [REDACTED], but excluding the Awarded Shares which have been lapsed in accordance with the Share Award Scheme, all Shares which may be issued upon the exercise of the options granted or to be granted under the Pre-[REDACTED] Share Option Scheme and the Post-[REDACTED] Share Option Scheme and Shares that may fall to be issued upon the exercise of the [REDACTED].

(h) Termination of the Share Award Scheme

The Share Award Scheme shall terminate on the earlier of:

(i) the tenth anniversary date of the date of adoption;

(ii) the date when an order for the winding-up of our Company is made or a resolution is passed for the voluntary winding-up of our Company (other than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of our Company pass to a successor company); and

(iii) such date of early termination as determined by the Board provided that (aa) the [REDACTED] has not occurred on such date of termination; or (bb) such termination shall not affect any subsisting rights of any grantee under the Share Award Scheme.

–IV-17– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

2. Pre-[REDACTED] Share Option Scheme

The following is a summary of the principal terms of the Pre-[REDACTED] Share Option Scheme conditionally adopted by our Company pursuant to the written resolutions of our then sole Shareholder passed on 25 March 2021.

(a) Purpose

The Pre-[REDACTED] Share Option Scheme is a share incentive scheme and is established to recognise the contribution of the employees of our Group towards its growth and success. The Pre-[REDACTED] Share Option Scheme will provide the eligible participants with an opportunity to have a personal stake in us with a view to achieving the following objectives:

(i) motivate the eligible participants to optimise their performance efficiency for the benefit of our Group; and

(ii) attract and retain or otherwise maintain relationships with the eligible participants whose contributions are or will be beneficial to the long term growth of our Group.

(b) Who may join

Those eligible to participate in the Pre-[REDACTED] Share Option Scheme include any senior management employee, including without limitation the director, executive, officer and manager-grade employee, whether full time or part time, employed by a member of the Group from time to time; and any consultant employed by the Group, who the Board considers, in its absolute discretion as a grantee.

In recognition of the contributions made by the employees of our Group towards its growth and success, on 25 March 2021, a total of 37 eligible participants were offered options to subscribe for an aggregate of 2,848,400 Shares, representing approximately [REDACTED]% of the issued Shares immediately following the [REDACTED] (without taking into account of any Shares which may be issued pursuant to the exercise of the [REDACTED] and any options which were granted under the Pre-[REDACTED] Share

–IV-18– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Option Scheme or which may be granted under the Post-[REDACTED] Share Option Scheme), at an exercise price of HK$[REDACTED]. A full list of such grantees under the Pre-[REDACTED] Share Option Scheme, containing all particulars required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance and Rule 17.02(1)(b) of and paragraph 27 of Part A of Appendix 1 to the Listing Rules is set forth below:

Number of Shares to be issued upon Approximate full exercise of the percentage of the options granted issued share capital under the of our Company Pre-[REDACTED] after completion Position held with our Share Option of the Grantee Group Address Scheme [REDACTED](1)

Directors

Mr. Lau Tat Man Executive Director, 57/F Room B, Block 1, 286,000 [REDACTED]% chief executive Coastal Skyline, 12 officer and Tung Chung chairman of our Waterfront Road, Board Tung Chung, Lantau Island, Hong Kong

Ms. Chan Ping, Executive Director G/F, Hong Lok Villa, 198,000 [REDACTED]% Rita and chief financial No. 331 Wai Tau officer Tsuen, Tai Po, N.T., Hong Kong

Mr. Lee Yuk Hang Executive Director Flat G, 23/F, Block 12, 22,000 [REDACTED]% and group Mayfair Gardens, purchasing 2–16 Sai Shan Road, manager Tsing Yi, N.T., Hong Kong

–IV-19– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Senior management and other employees of our Group

Mr. Yeung Siu Business development Flat E, 20/F, Block 3, 110,000 [REDACTED]% Cheong director Marina Habitat, Hong Kong

Ms. Tam Chui Senior business 30E, T3, Manhattan 22,000 [REDACTED]% Ying development Hill, Lai Chi Kok, manager Kowloon, Hong Kong

Mr. Lau Chi General manager of Rm 1207, 12/F, Wing 154,000 [REDACTED]% Kwan Vennic Tong House, Yau Tong Estate, Yau Tong, Kowloon, Hong Kong

Mr. Wu Ka Fai Assistant general Flat D, 15/F, Block 3, 110,000 [REDACTED]% manager of Mountain Shore, Ma Jointed-Heart On Shan, N.T., Hong Kong

Mr. Persson, International Rm A, 6/F, Block 3, 156,800 [REDACTED]% Orjan Antonio development Bo Shek Mansion, Ingemar director 328 Sha Tsui Road, Tsuen Wan, N.T., Hong Kong

Ms. Leung Wai Human resources Flat C, 19/F, The Jolly 132,000 [REDACTED]% Han director House, 16 Lin Fa Kung Street West, Causeway, Hong Kong

Mr. Charoa- International 1860 Krung Kasem Road, 148,500 [REDACTED]% Ungsuthorn operations director Pomprab, Bangkok Charoa 10100, Thailand

Mr. Ho Wing Fai Information Rm 2619, Pok Chi 88,000 [REDACTED]% technology director House, Pok House Estate, Shatin, N.T., Hong Kong

Mr. Lau Tsz Lun Assistant general Flat F, 29/F, Block 10, 132,000 [REDACTED]% manager, Metro Town, Tseung operations Kwan O, N.T., Hong Kong

–IV-20– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Ms. Lam Yuen Finance director Flat RA, 46/F, Tower 3, 88,000 [REDACTED]% Kuk The Capitol of LOHAS Park, Tseung Kwan O, N.T., Hong Kong

Mr. Tong Wai Project director Flat C, 25/F, Block 5, 88,000 [REDACTED]% Man Baycrest, Ma On Shan, N.T., Hong Kong

Ms. Wong Ka Po Assistant internal Flat G, 8/F, Block 3, 88,000 [REDACTED]% audit director Parkland Villas, Tuen Mun, N.T., Hong Kong

Ms. He Meiqiong Senior operations Room B, 18/F, Block 14, 44,000 [REDACTED]% manager Sceneway Garden, Lam Tin, Kowloon, Hong Kong

Mr. Wong Chun Assistant marketing Flat B, 14/F, Block 4, 88,000 [REDACTED]% Hung director Glee Path, Mei Foo Sun Chuen, Mei Foo, Kowloon, Hong Kong

Ms.HonPuiShan Humanresources Flat 802, 8/F, Block C, 84,400 [REDACTED]% manager Choi Ming Court, Tseung Kwan O, N.T., Hong Kong

Mr. Wong Kai Product development Rm 2, 18/F, On Shing 66,000 [REDACTED]% Ming manager Court, Sheung Shui, N.T., Hong Kong

Ms. Wong Virginia Legal and company 3E, Tower 9, Vista 88,000 [REDACTED]% secretary Paradiso, Ma On Shan, N.T., Hong Kong

Mr. Kee Tak Finance manager Rm 602, Pak Yuen Hse, 66,000 [REDACTED]% Keung Chuk Yuen North Est, Chuk Yuen, Wong Tai Sin, Kowloon, Hong Kong

–IV-21– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Ms. Kan Wai Yin Finance manager Flat 504, Block E, 66,000 [REDACTED]% Kornhill, Quarry Bay, Hong Kong

Mr. Chow Chi Group factory Flat H, 5/F, Block C, 44,000 [REDACTED]% Wing manager Grandeur Garden, 3 King Fung Path, Tuen Mun, N.T., Hong Kong

Mr. Wong Kwong Project manager Flat E, 10/F, Block 1, 44,000 [REDACTED]% Yui Finery Park, 7 Yuk Nga Lane, Tseung Kwan O, N.T., Hong Kong

Mr. Lau Heung Senior marketing and Flat B, 8/F, 25–27 66,000 [REDACTED]% Wing customer services Village Road, Happy manager Valley, Hong Kong

Mr. Lee Ming Operations manager Flat 1005, Sheung Mei 60,500(2) [REDACTED]% Hang House, Sheung Tak Est, Tseung Kwan O, N.T., Hong Kong

Ms. Lam Pik Shan Finance manager 2/F, Hong Ting Court, 38,500 [REDACTED]% Miran 141 Tao Yuen Wai, Lam Tei, Tuen Mun, N.T., Hong Kong

Ms. Chik Ka Yee Finance manager Flat G, 21/F., Block 12, 38,500 [REDACTED]% Nan Fung Sun Chuen, Quarry Bay, Hong Kong

Ms. Ho Suet Man Group administration 4C, Block 7, Yau Tong 52,300 [REDACTED]% manager Court, Yau Tong, Kowloon, Hong Kong

–IV-22– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Mr. Wu Wai Senior financial Flat D, 15/F, Block 10, 44,000 [REDACTED]% Leung analyst Dawning Views, 23 Yat Ming Road, Fanling, Hong Kong

Ms. Yeung Nga Executive secretary Flat 1103, Lok Him 22,000 [REDACTED]% Ting House, Lok Fu Estate, Kowloon, Hong Kong

Ms. Lam Yun Yu Operations training Flat A, Floor 17, Block 2, 22,000 [REDACTED]% manager Park Island, Ma Wan, N.T., Hong Kong

Mr. Ng Tsz Kin Quality assurance Flat B, 8/F, Block 29, 22,000 [REDACTED]% manager City One Shatin, Sha Tin, N.T., Hong Kong

Mr. Chau Hok Senior district Rm 623, Tim Ming 17,500 [REDACTED]% Luk manager House, Wah Ming Estate, Fanling, N.T., Hong Kong

Ms. Choi Sau Ling Support team manager Rm 1006, 10/F, Kai 19,300 [REDACTED]% Cheung Hse, Kai Yip Est, Kowloon Bay, Kowloon, Hong Kong

Mr. Lam Chi Wah District manager Rm 3, 5/F, Block E, Kong 15,600 [REDACTED]% Fu Court, Aberdeen Centre, Aberdeen, Hong Kong

Mr. Ng King District manager Flat G, 18/F, Block 2, 16,500 [REDACTED]% Chuen Hong Wah Mansion, 18 Nam Hong Street, Shau Kei Wan, Hong Kong

Total 2,848,400 [REDACTED]%

–IV-23– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Notes:

(1) Assuming the [REDACTED] is not exercised and without taking into account any Shares which may be issued upon exercise of any options which were granted under the Pre-[REDACTED] Share Option Scheme or which may be granted under the Post-[REDACTED] Share Option Scheme.

(2) Such options had been lapsed as Mr. Lee Ming Hang had ceased to be an employee of our Group as at the Latest practicable Date.

Except as set out above, no other options have been granted or agreed to be granted by us under the Pre-[REDACTED] Share Option Scheme. Application has been made to the Listing Committee for the approval for the [REDACTED] of and permission to deal in Shares to be issued pursuant to the exercise of options granted under the Pre-[REDACTED] Share Option Scheme.

Our shareholding structure before and after the full exercise of all the options granted under the Pre-[REDACTED] Share Option Scheme will be as follows:

Shareholding structure immediately after Shareholding structure immediately after completion of the [REDACTED] completion of the [REDACTED] but and full exercise of the before the exercise of the options granted options granted under the under the Pre-[REDACTED] Share Pre-[REDACTED] Share Shareholders Option Scheme Option Scheme Shares Percentage Shares Percentage (approx.) (approx.)

Toridoll HK [REDACTED] [REDACTED]% [REDACTED] [REDACTED]% Grantees under the Share Award Scheme who are core connected persons of our Company(1) [REDACTED] [REDACTED]% [REDACTED] [REDACTED]% Grantees under the Share Award Scheme who are non-core connected persons of our Company(1) [REDACTED] [REDACTED]% [REDACTED] [REDACTED]% Grantees under the Pre-[REDACTED] Share Option Scheme who are core connected persons of our Company — — [REDACTED] [REDACTED]% Grantees under the Pre-[REDACTED] Share Option Scheme who are non-core connected persons of our Company — — [REDACTED](2) [REDACTED]% [REDACTED] [REDACTED] [REDACTED]% [REDACTED] [REDACTED]%

Total [REDACTED] 100.00% [REDACTED] 100.00%

Notes:

(1) Such Shares are held by Blessing Keen, a direct wholly-owned subsidiary of the Trustee of the Employee Trust established by our Company, on trust for the grantees under the Share Award Scheme. For details of the Share Award Scheme, please refer to the paragraph headed ‘‘D. Share incentive schemes — 1. Share Award Scheme’’ in this Appendix.

(2) Excluding options granted under the Pre-[REDACTED] Share Option Scheme which had been lapsed as at the Latest Practicable Date.

–IV-24– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

We will not permit the exercise of any Pre-[REDACTED] Share Option Scheme by any of our core connected persons if, upon such exercise, we would not be able to attain the minimum public float requirement of the Stock Exchange.

(d) Time of exercise of option and duration of the Pre-[REDACTED] Share Option Scheme

Subject to the following vesting dates, any options granted under the Pre-[REDACTED] Share Option Scheme may be exercisable at any time prior to the expiry of 10 years from that grant date: (i) 30% of the total number of Shares under the options granted to such grantee can be exercised from the [REDACTED]; (ii) 30% of the total number of Shares under the options granted to such grantee can be exercised from the date immediately after the 1st anniversary of the [REDACTED]; and (iii) 40% of the total number of Shares under the options granted to such grantee can be exercised from the date immediately after the 2nd anniversary of the [REDACTED].

(e) Price of Shares

The exercise price per Share in respect of any particular option granted under the Pre-[REDACTED] Share Option Scheme shall be HK$[REDACTED].

(f) Rights are personal to grantee

An option is personal to the grantee and may be exercised in whole or in part. No grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any option or attempt so to do.

(g) Ranking of Shares

The Shares to be allotted upon the exercise of an option will not carry voting rights until completion of the registration of the grantee (or any other person) as the holder thereof. Subject as aforesaid, Shares to be allotted on the exercise of options will rank pari passu and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation as attached to the fully-paidSharesinissueonthedateofissue,in particular but without prejudice to the generality of the foregoing, in respect of voting, transfer and other rights including those arising on a liquidation of the Company and rights in respect of any dividend or other distributions paid or made on or after the date of issue.

(h) Effect of alterations to capital

In the event of any bonus issue, rights issue, open offer, subdivision, consolidation of shares, or reduction of share capital of our Company, such corresponding alterations (if any) shall be made in the number of Shares subject to any options so far as unexercised and/or the price per Share of each outstanding option and/or the method of exercise of the option as the auditors or the approved independent financial adviser shall certify in writing to our Board, to be in their/his opinion fair and reasonable, provided that any such alterations shall be made on the basis that a grantee shall have the same proportion of the equity capital of our Company (as interpreted in accordance with the supplemental guidance attached to the Stock Exchange’s letter dated September 5, 2005 to all the issuers relate to share option schemes (the ‘‘Supplemental Guidance’’)asthattowhichhewas

–IV-25– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

entitled to subscribe had he exercised all the options held by him immediately before such adjustments and the aggregate exercise price payable by a Grantee on the full exercise of any option shall remain as nearly as possible the same as (but shall not be greater than) it was before such event. Any adjustment to be will comply with the Listing Rules, the Supplemental Guidance and any future guidance/interpretation of the Listing Rules issued by the Stock Exchange from time to time.

(i) Expiry of option

An option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(i) the date of expiry of the option period relevant to that option;

(ii) the date of commencement of the winding-up of our Company in accordance with the Companies Ordinance;

(iii) the date on which the grantee ceases to be an eligible participant for any reason including gross negligence, wilful misconduct or convicted of a criminal offence; or

(iv) the date on which our Board shall exercise our right to cancel the option at any time after the grantee commits a breach of paragraph (f) above.

(j) Alteration of the Pre-[REDACTED] Share Option Scheme

The terms and conditions of the Pre-[REDACTED] Share Option Scheme may be altered in any respect by resolution of our Board except that any material alteration to the terms and conditions of the Pre-[REDACTED] Share Option Scheme or any change to the terms of options granted or any alteration for the advantage of the grantees of the options or eligible participants in respect of the definition of the eligible participants, option period and grantee shall first be approved by our Shareholders in general meeting provided that if the proposed alteration shall adversely affect any option granted or agreed to be granted prior to the date of alteration, such alteration shall be further subject to the grantees’ approval in accordance with the terms of the Pre-[REDACTED] Share Option Scheme.

(k) Cancellation of Options

Any cancellation of options granted but not exercised must be approved by the grantees of the relevant options in writing.

(l) Maximum number of Shares

The maximum number of Shares in respect of which options may be granted under the Pre-[REDACTED] Share Option Scheme is such number of Shares, representing no more than 10% of the issued share capital of our Company immediately upon completion of the [REDACTED], but excluding all Shares which may be issued upon the exercise of the options granted or to be granted under the Share Award Scheme, the Pre-[REDACTED] Share Option Scheme and the Post-[REDACTED] Share Option Scheme and Shares that may fall to be issued upon the exercise of the [REDACTED].

–IV-26– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(m) Termination of the Pre-[REDACTED] Share Option Scheme

We may by resolution in general meeting or our Board at any time terminate the Pre-[REDACTED] Share Option Scheme. The Pre-[REDACTED] Share Option Scheme will automatically terminate upon [REDACTED]. In both events of termination, no further option shall be offered but the provisions of the Pre-[REDACTED] Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any option granted prior thereto or otherwise as may be required in accordance with the provisions of the Pre-[REDACTED] Share Option Scheme. Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the Pre-[REDACTED] Share Option Scheme.

(n) Administration of our Board

The Pre-[REDACTED] Share Option Scheme shall be subject to the administration of our Board whose decision as to all matters arising in relation to the Pre-[REDACTED] Share Option Scheme or its interpretation or effect (except as otherwise provided in the rules of the Pre-[REDACTED] Share Option Scheme) shall be final and binding on all parties.

(o) Conditions of the Pre-[REDACTED] Share Option Scheme

The Pre-[REDACTED] Share Option Scheme shall take effect subject to and is conditional upon:

(a) the passing of the necessary resolutions of the shareholder(s) of the Company to approve and adopt the rules of the Pre-[REDACTED] Share Option Scheme;

(b) the Listing Committee granting the approval for the [REDACTED] of, and permission to deal in, the Shares falling to be issued pursuant to the exercise of options under the Pre-[REDACTED] Share Option Scheme;

(c) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional (including where relevant, the waiver(s) thereof) and not being terminated in accordance with the terms of the [REDACTED] or otherwise; and

(d) the commencement of [REDACTED] in the Shares on the Stock Exchange.

(p) Disclosure in annual and interim reports

We will disclose details of the Pre-[REDACTED] Share Option Scheme in our annual and interim reports in accordance with the Listing Rules in force from time to time.

3. Post-[REDACTED] Share Option Scheme

The following is a summary of the principal terms of the Post-[REDACTED] Share Option Scheme conditionally adopted by our Company pursuant to the written resolutions of our then sole Shareholder passed on 25 March 2021.

–IV-27– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(a) Purpose

The Post-[REDACTED] Share Option Scheme is a share incentive scheme prepared in accordance with Chapter 17 of the Listing Rules and is established to recognise and acknowledge the contributions that the Eligible Participants (as defined in paragraph (b) below) had or may have made to our Group. The Post-[REDACTED] Share Option Scheme will provide the Eligible Participants an opportunity to have a personal stake in our Company with the view to achieving the following objectives:

(i) motivate the Eligible Participants to optimise their performance efficiency for the benefit of our Group; and

(ii) attract and retain or otherwise maintain an on-going business relationship with the Eligible Participants whose contributions are or will be beneficial to the long-term growth of our Group.

(b) Who may join

The Board may, at its 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 at an exercise price determined in accordance with paragraph (f) below:

(i) any full-time or part-time employees, executives or officers of our Company or any of our subsidiaries;

(ii) any directors (including independent non-executive directors) of our Company or any of our subsidiaries; and

(iii) any advisers, consultants, suppliers, customers, distributors and such other persons who in the sole opinion of the Board will contribute or have contributed to our Company or any of our subsidiaries.

Upon acceptance of the option, the grantee shall pay HK$1.00 to our Company by way of consideration for the grant.

An option shall be deemed to have been granted and accepted by the grantee and to have taken effect when the duplicate offer document constituting acceptances of the options duly signed by the grantee, together with a remittance in favour of our Company of HK$1.00 by way of consideration for the grant thereof, is received by our Company on or before the relevant acceptance date. Such remittance or payment shall in no circumstances be refundable. Any offer to grant an option to subscribe for Shares 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 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 offer document constituting acceptance of the option. To the extent that the offer to grant an option is not accepted by any prescribed acceptance date, it shall be deemed to have been irrevocably declined.

–IV-28– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Subject to paragraphs (l), (m), (n), (o) and (p), an Option shall be exercised in whole or in part and, other than where it is exercised to the full extent outstanding, shall be exercised in integral multiples of such number of Shares as shall represent one board lot for dealing in Shares on the Stock Exchange for the time being, by the grantee by giving notice in writing to our 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 accompanied by a remittance or payment for the full amount of the exercise price for our Shares in respect of which the notice is given. Within 21 days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate by the auditors to our Company or the approved independent financial adviser as the case may be pursuant to paragraph (r), our Company shall allot and issue the relevant number of Shares to the grantee credited as fully paid and issue to the grantee certificates in respect of our Shares so allotted.

TheexerciseofanyOptionshallbesubjectto our Shareholders in general meeting approving any necessary increase in the share capital of our Company.

(d) Maximum number of Shares

The maximum number of Shares in respect of which options may be granted under the Post-[REDACTED] Share Option Scheme and under any other share option schemes (including the Pre-[REDACTED] Share Option Scheme) of our Company must not in aggregate exceed 10% of the total number of Shares in issue immediately following completion of the [REDACTED], being [REDACTED] Shares, excluding for this purpose Shares which would have been issuable pursuant to options which have lapsed in accordance with the terms of the Post-[REDACTED] Share Option Scheme (or any other share option schemes of our Company). Subject to the issue of a circular by our Company and the approval of our Shareholders in general meeting in compliance with Rules 17.03(3) and 17.06 of the Listing Rules and/or such other requirements prescribed under the Listing Rules from time to time, the Board may:

(i) renew this limit at any time to 10% of the number of Shares in issue as at the date of the approval by our Shareholders in general meeting; and/or

(ii) grant options beyond the 10% limit to Eligible Participants specifically identified by the Board. The circular issued by our Company to our Shareholders shall contain a generic description of the specified Eligible Participants who may be granted such options, the number and terms of the options to be granted, the purpose of granting options to the specified Eligible Participants with an explanation as to how the options serve such purpose, the information required under Rule 17.02(2)(d) and the disclaimer required under Rule 17.02(4) of the Listing Rules.

Notwithstanding the foregoing and subject to paragraph (r) below, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Post-[REDACTED] Share Option Scheme and any other share option schemes of our Company at any time shall not exceed 30% of the number of Shares in issue from time to time. No options shall be granted under any schemes of our Company (including the Post-[REDACTED] Share Option Scheme) if this will result in the 30% limit being exceeded. The maximum number of Shares in respect of which options may be granted shall be adjusted, in such manner as the auditors of our Company or an

–IV-29– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

approved independent financial adviser shall certify to be appropriate, fair and reasonable in the event of any alteration in the capital structure of our Company in accordance with paragraph (r) below whether by way of capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of the share capital of our Company but in no event shall exceed the limit prescribed in this paragraph.

(e) 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 Post-[REDACTED] Share Option Scheme and any other share option schemes of our Company (including both exercised and outstanding options) to each Eligible Participant in any 12-month period up to the date of grant shall not exceed 1% of our Shares in issue as at the date of grant. Any further grant of options in excess of this 1% limit shall be subject to:

(i) the issue of a circular by our Company to our Shareholders which shall comply with Rules 17.03(4) and 17.06 of the Listing Rules and/or such other requirements as prescribed under the Listing Rules from time to time. The circular to be issued by our Company shall contain the identity of the Eligible Participant, the numbers of and terms of the options to be granted (and options previously granted to such participant), the information as required under Rule 17.02(2)(d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

(ii) the approval of our Shareholders in general meeting and/or other requirements prescribed under the Listing Rules from time to time with such Eligible Participant and his close associates (as defined in the Listing Rules) (or his associates (as defined in the Listing Rules) if the Eligible participant is a connected person (as defined in the Listing Rules)) abstaining from voting. The numbers and terms (including the exercise price) of options to be granted to such participant must be fixed before our Shareholders’ approval and the date of the Board meeting at which the Board proposes to grant the options to such Eligible Participant shall be taken as the date of grant for the purpose of calculating the subscription price of our Shares. The Board shall forward to such Eligible Participant an offer document in such form as the Board may from time to time determine (or, alternatively, documents accompanying the offer document which state), among others:

(aa) the Eligible Participant’s name, address and occupation;

(bb) the date on which an Option is offered to an Eligible Participant which must be a date on which the Stock Exchange is open for the business of dealing in securities;

(cc) the date upon which an offer for an Option must be accepted;

(dd) the date upon which an Option is deemed to be granted and accepted in accordance with paragraph (c);

(ee) the number of Shares in respect of which the Option is offered;

–IV-30– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(ff) the subscription price and the manner of payment of such price for our Shares on and in consequence of the exercise of the Option;

(gg) the date of the notice given by the grantee in respect of the exercise of the Option; and

(hh) the method of acceptance of the Option which shall, unless the Board otherwise determines, be as set out in paragraph (c); and

(ii) such other terms and conditions (including, without limitation, any minimum period for which an option must be held before it can be exercised and/or any performance targets which must be achieved before the option can be exercised) relating to the offer of the option which in the opinion of the Board are fair and reasonable but not being inconsistent with the Post-[REDACTED] Share Option Scheme and the Listing Rules.

(f) Price of Shares

Subject to any adjustments made as described in paragraph (r) below, the subscription price of a Share in respect of any particular option granted under the Post-[REDACTED] Share Option Scheme shall be such price as the Board in its absolute discretion shall determine, save that suchpricemustbeatleastthehigherof:

(i) the official closing price of our SharesasstatedintheStockExchange’sdaily quotation sheets on the date of grant, which must be a day on which the Stock Exchange is open for the business of dealing in securities;

(ii) the average of the official closing prices of our Shares as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the date of grant; and

(iii) the nominal value of a Share.

(g) Granting options to a director, chief executive or substantial shareholder of our Company or any of their respective associates

Any grant of options to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of our Company or any of their respective associates (as defined in the Listing Rules) is required to be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Options). If the Board proposes to grant options to a substantial shareholder or any independent non-executive Director or their respective associates (as defined in the Listing Rules) which will result in the number of Shares issued and to be issued upon exercise of options granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

(i) representing in aggregate over 0.1% or such other percentage as may be from time to time provided under the Listing Rules of our Shares in issue; and

–IV-31– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(ii) having an aggregate value in excess of HK$5 million or such other sum as may be from time to time provided under the Listing Rules, based on the official closing price of our Shares at the date of each grant,

such further grant of options will be subject to the issue of a circular by our Company and the approval of our Shareholders in general meeting on a poll at which the grantee, his associates and all core connected persons (as defined in the Listing Rules) of our Company shall abstain from voting in favour, and/or such other requirements prescribed under the Listing Rules from time to time. Any vote taken at the meeting to approve the grant of such options shall be taken as a poll.

The circular to be issued by our Company to our Shareholders pursuant to the above paragraph shall contain the following information:

(i) the details of the number and terms (including the exercise price) of the options to be granted to each selected Eligible Participant which must be fixed before our Shareholders’ meeting and the date of Board meeting for proposing such further grant shall be taken as the date of grant for the purpose of calculating the exercise price of such options;

(ii) a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the options) to the independent Shareholders as to voting;

(iii) the information required under Rules 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

(iv) the information required under Rule 2.17 of the Listing Rules.

(h) Restrictions on the time of grant of Options

A grant of options shall not be made after inside information has come to the knowledge of our Company until it has been published pursuant to the requirements of the Listing Rules and Part XIVA of the SFO. In particular, no options may be granted during the period commencing one month immediately preceding the earlier of:

(i) the date of the Board meeting (as such date to first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of our annual results or our results for half-year, quarterly or other interim period (whether or not required under the Listing Rules); and

(ii) the deadline for our Company to publish an announcement of our annual results or our results for half-year, or quarterly or other interim period (whether or not required under the Listing Rules),

–IV-32– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

and ending on the date of actual publication of the results for such year, half-year, quarterly or interim period (as the case may be) and where an option is granted to a Director, no options shall be granted:

(iii) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and

(iv) during the period of 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the endoftherelevantquarterlyorhalf-yearperioduptothepublicationdateof the results.

(i) Rights are personal to grantee

An option and offer to grant an option is personal to the grantee and shall not be transferrable or assignable. No grantee shall in any way sell, 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 offerrelatingtothegrantofanoptionmadeto him or attempt so to do (save that the grantee may nominate a nominee in whose name our Shares issued pursuant to the Post-[REDACTED] Share Option Scheme may be registered). Any breach of the foregoing shall entitle our Company to cancel any outstanding options or any part thereof granted to such grantee.

(j) Time of exercise of Option and duration of the Post-[REDACTED] Share Option Scheme

An option may be exercised in accordance with the terms of the Post-[REDACTED] Share Option Scheme at any time after the date upon which the option is deemed to be granted and accepted and prior to the expiry of 10 years from that date. The period during which an option may be exercised will be determined by the Board in its absolute discretion, save that no option may be exercised more than 10 years after it has been granted. No option may be granted more than 10 years after the [REDACTED]. Subject to earlier termination by our Company in general meeting or by the Board, the Post-[REDACTED] Share Option Scheme shall be valid and effective for a period of 10 years from the [REDACTED].

(k) Performance target

A grantee may be required to achieve any performance targets as the Board may then specify in the grant before any options granted under the Post-[REDACTED] Share Option Scheme can be exercised.

(l) Rights on ceasing employment or death

If the grantee of an option ceases to be an employee of our Company or any of our subsidiaries:

(i) by any reason other than death or termination of his employment on the grounds specified in paragraph (m) below, the grantee may exercise the option up to the entitlement of the grantee as at the date of cessation (to the extent not already exercised) within a period of one month from such cessation; or

–IV-33– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(ii) by reason of death, his personal representative(s) may exercise the option within a period of 12 months from such cessation, which date shall be the last actual working day with our Company or the relevant subsidiary whether salary is paid in lieu of notice or not, failing which it will lapse.

(m) Rights on dismissal

If the grantee of an option ceases to be an employee of our Company or any of our subsidiaries on the grounds that he has been guilty of serious misconduct, or in relation to an employee of our Group (if so determined by the Board) on any other ground on which an employee would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract with our Group, or has been convicted of any criminal offence involving his integrity or honesty, his option will lapse and not be exercisable after the date of termination of his employment.

(n) Rights on takeover

If a general offer is made to all our Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror (as defined in the Takeovers Codes)) and such offer becomes or is declared unconditional during the option period of the relevant option, the grantee of an option shall be entitled to exercise the option in full (to the extent not already exercised) at any time within 14 days after the date on whichtheofferbecomesorisdeclared unconditional.

(o) Rights on winding-up

In the event a notice is given by our Company to our members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up our Company, our Company shall forthwith give notice thereof to all grantees and thereupon, each grantee (or his legal personal representative(s)) shall be entitled to exercise all or any of his options (to the extent not already exercised) at any time not later than two business days prior to the proposed general meeting of our Company referred to above by giving notice in writing to our Company, accompanied by a remittance or payment for the full amount of the aggregate subscription price for our Shares in respect of which the notice is given, whereupon our 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, allot the relevant Shares to the grantee credited as fully paid and register the grantee as holder thereof.

(p) Rights on compromise or arrangement between our Company and our members or creditors

If a compromise or arrangement between our Company and our members or creditors is proposed for the purposes of a scheme for the reconstruction of our Company or its amalgamation with any other companies pursuant to the laws of jurisdictions in which our Company was incorporated, our Company shall give notice to all the grantees of the options on the same day as it gives notice of the meeting to its members or creditors summoning the meeting to consider such a scheme or arrangement and any grantee may by notice in writing to our Company accompanied by a remittance or payment for the full amount of the aggregate subscription price for our Shares in respect of which the notice is

–IV-34– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

given (such notice to be received by our Company not later than two business days prior to the proposed meeting), exercise the option to its full extent or to the extent specified in the notice and our Company shall as soon as possible and in any event no later than the business day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the grantee which falls to be issued on such exercise of the option credited as fully paid and register the grantee as holder thereof.

With effect from the date of such meeting, the rights of all grantees to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall, to the extent that they have not been exercised, lapse and determine. If for any reason such compromise or arrangement does not become effective and is terminated or lapses, the rights of grantees to exercise their respective options shall with effect from such termination be restored in full but only upon the extent not already exercised and shall become exercisable.

(q) Ranking of Shares

Our Shares to be allotted upon the exercise of an option will not carry voting, dividend or other rights until completion of the registration of the grantee (or any other person nominated by the grantee) as the holder thereof. Subject to the aforesaid, Shares allotted and issued on the exercise of options, subject to the provisions of the articles of association of the Company, will carry the same right in all respects and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation as attached to the other fully-paid Shares in issue on the date of issue and rights in respect of any dividend or other distributions paid or made on or after the date of issue. For the avoidance of doubt, Shares issued upon the exercise of an Option shall not be entitled to any rights attaching to Shares by reference to a record date preceding the date of allotment.

(r) Effect of alterations to capital

In the event of any alteration in the capital structure of our Company whilst any option may become or remains exercisable, whether by way of capitalisation issue, rights issue, open offer, consolidation, sub-division or reduction of share capital of our Company, or otherwise howsoever, such corresponding alterations (if any) shall be made in the number or nominal amount of Shares subject to any options so far as unexercised and/or the subscription price per Share of each outstanding option as the auditors of our Company or an independent financial adviser shall certify in writing to the Board to be in their/his opinion fair and reasonable in compliance with Rule 17.03(13) of the Listing Rules and the note thereto and the supplementary guidance issued by the Stock Exchange on 5 September 2005 and any future guidance and interpretation of the Listing Rules issued by the Stock Exchange from time to time and the note thereto. The capacity of the auditors of our Company or the approved independent financial adviser, as the case may be, in this paragraph is that of experts and not arbitrations and their certificate shall, in absence of manifest error, be final and conclusive and binding on our Company and the grantees.

Any such alterations will be made on the basis that a grantee shall have the same proportion of the issued share capital of our Company for which any grantee of an Option is entitled to subscribe pursuant to the Options held by him before such alteration and the aggregate subscription price payable on full exercise of any option is to remain as nearly

–IV-35– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

as possible the same (and in any event not greater than) as it was before such event. No such alteration will be made the effect of which would be to enable a Share to be issued at less than its nominal value. The issue of securities as consideration in a transaction is not to be regarded as a circumstance requiring any such alterations.

(s) Expiry of option

An option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(i) the date of expiry of the option as may be determined by the Board;

(ii) the expiry of any of the periods referred to in paragraphs (l), (m), (n), (o) or (p);

(iii) the date on which the scheme of arrangement of our Company referred to in paragraph (p) becomes effective;

(iv) subject to paragraph (o), the date of commencement of the winding-up of our Company;

(v) the date on which the grantee ceases to be an Eligible Participant by reason of such grantee’s resignation from the employment of our Company or any of our subsidiaries or the termination of his employment or contract on any one or more of the grounds that he has been guilty of serious misconduct, or has been convicted of any criminal offence involving his integrity or honesty, or in relation to an employee of our Group (if so determined by the Board), or has been insolvent, bankrupt or has made compositions with his creditors generally or any other ground on which an employee would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract with our Group. A resolution of the Board to the effect that the employment of a grantee has or has not been terminated on one or more of the grounds specified in this paragraph shall be conclusive; or

(vi) the date on which the Board shall exercise our Company’s right to cancel the option at any time after the grantee commits a breach of paragraph (i) above or the options are cancelled in accordance with paragraph (u) below.

(t) Alteration of the Post-[REDACTED] Share Option Scheme

The Post-[REDACTED] Share Option Scheme may be altered in any respect by resolution of the Board except that:

(i) any alteration to the advantage of the grantees or the Eligible Participants (as the case may be) in respect of the matters contained in Rule 17.03 of the Listing Rules; and

(ii) any material alteration to the terms and conditions of the Post-[REDACTED] Share Option Scheme or any change to the terms of options granted,

–IV-36– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

shall first be approved by our Shareholders in general meeting provided that if the proposed alteration shall adversely affect any option granted or agreed to be granted prior to the date of alteration, such alteration shall be further subject to the grantees’ approval in accordance with the terms of the Post-[REDACTED] Share Option Scheme. The amended terms of the Post-[REDACTED] Share Option Scheme shall still comply with Chapter 17 of the Listing Rules and any change to the authority of the Board in relation to any alteration to the terms of the Post-[REDACTED] Share Option Scheme must be approved by Shareholders in general meeting.

(u) Cancellation of Options

Subject to paragraph (i) above, any cancellation of options granted but not exercised must be approved by the grantees of the relevant options in writing. For the avoidance of doubt, such approval is not required in the event any Option is cancelled pursuant to paragraph (m).

(v) Termination of the Post-[REDACTED] Share Option Scheme

Our Company may by resolution in general meeting or the Board at any time terminate the Post-[REDACTED] Share Option Scheme and in such event no further option shall be offered but the provisions of the Post-[REDACTED] Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any option granted prior thereto or otherwise as may be required in accordance with the provisions of the Post-[REDACTED] Share Option Scheme. Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the Post-[REDACTED] Share Option Scheme.

(w) Administration of the Board

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

(x) Condition of the Post-[REDACTED] Share Option Scheme

The Post-[REDACTED] Share Option Scheme is conditional on:

(i) the Listing Committee of the Stock Exchange granting the approval for the [REDACTED] of and permission to deal in our Shares which may fall to be issued pursuant to the exercise of options to be granted under the Post-[REDACTED] Share Option Scheme;

(ii) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional (including, if relevant, as a result of the waiver of any such condition(s)) and not being terminated in accordance with the terms of the [REDACTED] or otherwise; and

(iii) the commencement of [REDACTED] in our Shares on the Stock Exchange.

–IV-37– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

If the conditions in paragraph (x) above are not satisfied within two calendar months from the Adoption Date:

(i) the Post-[REDACTED] Share Option Scheme shall forthwith determine;

(ii) any option granted or agreed to be granted pursuant to the Post-[REDACTED] Share Option Scheme and any offer of such a grant shall be of no effect; and

(iii) no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Post-[REDACTED] Share Option Scheme or any option granted thereunder.

(y) Disclosure in annual and interim reports

Our Company will disclose details of the Post-[REDACTED] Share Option Scheme in our annual and interim reports including the number of options, date of grant, exercise price, exercise period and vesting period during the financial year/period in the annual/interim reports in accordance with the Listing Rules in force from time to time.

(z) Present status of the Post-[REDACTED] Share Option Scheme

As at the Latest Practicable Date, no option had been granted or agreed to be granted under the Post-[REDACTED] Share Option Scheme.

Application has been made to the Listing Committee of the Stock Exchange for the approval for the [REDACTED] of and permission to deal in our Shares which may fall to be issued pursuant to the exercise of the options to be granted under the Post-[REDACTED] Share Option Scheme, being [REDACTED] Shares in total.

E. OTHER INFORMATION

1. Tax and other indemnities

Our Controlling Shareholders have entered into the Deed of Indemnity with and in favour of our Company (for ourselves and as trustee for each of our subsidiaries) to provide indemnities on a joint and several basis in respect of, among other matters, (i) any liability for estate duty under the Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong), or legislation similar thereto in Hong Kong or any jurisdictions outside Hong Kong which might be incurred by any member of our Group on or before the [REDACTED]; and (ii) any additional demand, late charges or penalties incurred after the [REDACTED] arising from any unreported tax, outstanding tax payment and any other tax liabilities resulting from any breach of applicable laws or regulations in the relevant jurisdiction by any member of our Group on or before the [REDACTED].

2. Litigation

As at the Latest Practicable Date, no member of our Group was engaged in any litigation or arbitration of material importance and, so far as our Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of our Group.

–IV-38– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

3. Sole Sponsor

The Sole Sponsor has made an application onbehalfofourCompanytotheListing Committee of the Stock Exchange for the granting of the approval for the [REDACTED] of, and permission to deal in, all the Shares in issue and to be issued as mentioned in this document. All necessary arrangements have been made for the Shares to be admitted into [REDACTED].

The Sole Sponsor satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07 of the Listing Rules. The Sole Sponsor will receive an aggregate fee of HK$[REDACTED] for acting as the sponsor for the [REDACTED].

4. Preliminary expenses

We did not incur any material preliminary expenses relating to the incorporation of our Company.

5. No material adverse change

Saved as disclosed in the sections headed ‘‘Summary’’ and ‘‘Financial information’’ in this document, our Directors confirm that there has been no material adverse change in our Group’s financial or trading position since 31 December 2020 (being the date on which the latest audited consolidated financial information of our Group was prepared).

6. Promoter

Our Company has no promoter for the purpose of the Listing Rules. Within the two years immediately preceding the date of this document, no cash, securities or other benefit has been paid, allotted or given nor are any proposed to be paid, allotted or given to any promoters in connection with the [REDACTED] and the related transactions described in this document.

7. Taxation of holders of Shares

(a) Hong Kong

(i) Estate Duty

The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on 11 February 2006 in Hong Kong, pursuant to which estate duty ceased to be chargeable in Hong Kong in respect of the estates of persons dying on or after that date. No Hong Kong estate duty is payable and no estate duty clearance papers are needed for an application for a grant of representation in respect of holders of Shares whose death.

(ii) Stamp Duty

Dealing in the Shares will be subject to Hong Kong stamp duty. The current ad valorem rate of Hong Kong stamp duty is 0.1% on the higher of the consideration for or the market value of the Shares and it is charged on the purchaser on every

–IV-39– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

purchase and on the seller on every sale of the Shares. In other words, a total stamp duty of 0.2% is currently payable on a typical sale and purchase transaction involving the Shares.

(iii) Dividends

No tax is imposed in Hong Kong in respect of dividends the Company pays to the Shareholders. Dividends paid to the Shareholders are free of withholding taxes in Hong Kong.

(iv) Capital gains and profits tax

No tax is imposed in Hong Kong in respect of capital gains from the sale of the Shares. Trading gains from the sale of the Shares by persons carrying on a business in Hong Kong, where such gains are sourced in Hong Kong and arise from such business, will be chargeable to Hong Kong profits tax.

(b) Consultation with professional advisers

Intending holders of the Shares are recommended to consult their professional advisers if they are in doubt as to the taxation implications or subscribing for, purchasing, holding or disposing of or dealing in the Shares. It is emphasised that none of our Company, our Directors or the other parties involved in the [REDACTED] will accept responsibility for any tax effect on, or liabilities of, holders of Shares resulting from their subscription for, purchase, holding or disposal of or dealing in Shares or exercise of any rights attaching to them.

8. Qualification and consents of experts

The following are the qualifications of the experts who have given opinion or advice which are contained in this document:

Name Qualifications

Guotai Junan Capital Limited Licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO

KPMG Certified public accountants

Public Interest Entity Auditorregisteredinaccordance with the Financial Reporting Council Ordinance

Mr. Foster H.C. Yim Barrister-at-law in Hong Kong

Beijing Dentons Law Offices, Legal advisers to our Company as to PRC law LLP (Shenzhen)

Drew & Napier LLC Legal advisers to our Company as to Singapore law

Euromonitor International Industry consultant Limited

–IV-40– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

Each of the experts named above has given and has not withdrawn its respective written consent to the issue of this document with the inclusion of its reports, letters, opinions, summary of opinions and/or references to its name included herein in the form and context in which it is respectively included.

9. Interests of experts in our Company

None of the persons named in the paragraph headed ‘‘— 8. Qualifications and consents of experts’’ above is interested beneficially or otherwise in any Shares or shares of any member of our Group or has any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any shares or securities in any member of our Group.

10. Binding effect

This document shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

11. Miscellaneous

(a) within the two years immediately preceding the date of this document:

(i) save as disclosed in the section headed ‘‘History, development and corporate structure’’ in this document, no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued fully or partly paid either for cash or for a consideration other than cash;

(ii) no share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option;

(iii) no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any capital of our Company or any of our subsidiaries; and

(iv)nocommissionhasbeenpaidorispayableforsubscribing,agreeingto subscribe, procuring subscription or agreeing to procure subscription for any share in our Company or any of our subsidiaries;

(b) no founder, management or deferred shares nor any debentures in our Company or any of our subsidiaries have been issued or agreed to be issued;

(c) there has not been any interruption in the business of our Group which may have or has had a significant effect on the financial position of our Group in the 12 months preceding the date of this document;

(d) the register of members of our Company will be maintained in Hong Kong by [REDACTED]. Unless our Directors otherwise agree, all transfer and other documents of title of Shares must be lodged for registration with and registered by our Company’s share register in Hong Kong. All necessary arrangements have been made to enable the Shares to be admitted to [REDACTED];

–IV-41– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(e) no company within our Group is presently listed on any stock exchange or traded on any trading system;

(f) there is no arrangement under which future dividends are waived or agreed to be waived;

(g) our Company has no outstanding convertible debt securities or debentures; and

(h) there is no restriction affecting the remittance of profits or repatriation of capital into Hong Kong and from outside Hong Kong.

12. Bilingual document

The English language and Chinese language versions of this document are being published separately in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). In case of any discrepancies between the English language version and Chinese language version of this document, the English language version shall prevail.

–IV-42–