Mindtell Technology Limited (Mindtell Tech) has adopted a new share incentive scheme that will run for 10 years from the adoption date, subject to shareholder approval and listing approval from the GEM Listing Committee of the Stock Exchange of Hong Kong.

Key parameters • Scheme size: The aggregate number of new shares that may be issued under the scheme and any other share-based plans is limited to 46.80 million shares, representing 10% of the company’s issued share capital (excluding any treasury shares) on the adoption date. Shares underlying lapsed awards will not be counted against this limit. • Refresh mechanism: The 10% mandate may be refreshed with shareholder approval no sooner than three years after the last refresh, or at any time with separate shareholder approval, in line with GEM Listing Rules. • Eligible participants: Full-time and part-time employees, directors and officers of Mindtell Tech and its subsidiaries, including new hires granted awards as an inducement to employment. • Award types: Awards may be structured as share options or share awards. No consideration is payable on application or acceptance unless specified by the board. • Exercise price for options: Not lower than the highest of (i) the closing price on the grant date, (ii) the five-day average closing price preceding the grant date, and (iii) the nominal value of HK$0.01 per share. • Vesting: The general vesting period is at least 12 months from grant; shorter periods are permitted only in defined situations such as “make-whole” grants, death or disability, change-of-control events, or where performance targets replace time-based criteria. • Individual cap: Shares issued and to be issued to a single participant in any 12-month period must not exceed 1% of the company’s issued shares unless separately approved by shareholders. • Connected persons: Grants to directors, chief executives or substantial shareholders (and their associates) above 0.10% of issued shares in any 12-month period require independent shareholder approval. • Performance targets: The scheme administrator (the board, remuneration committee or delegated body) may set financial or operational performance goals on a case-by-case basis; no targets are required for independent non-executive directors unless specified. • Clawback provisions: Awards may be cancelled or shares reclaimed in cases of misconduct, integrity breaches or employment termination for cause. • Administration: The board may establish a trust, appoint trustees, delegate administrative duties and make adjustments for capital changes such as rights issues or share consolidations. • Termination: The scheme will automatically terminate on the earlier of its 10-year expiry or a date determined by the board. Existing unvested awards will remain valid until settled or lapsed.

The adoption of the scheme aims to align employee interests with those of shareholders, reward past contributions and incentivise long-term performance and value creation for Mindtell Tech.