Chanjet Information Technology : ANNOUNCEMENT - THIRD UNLOCKING OF THE TRUST BENEFIT UNITS UNDER THE THIRD GRANT PURSUANT TO THE EMPLOYEE TRUST BENEFIT SCHEME

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暢 捷 通 信 息 技 術 股 份 有 限 公 司

CHANJET INFORMATION TECHNOLOGY COMPANY LIMITED*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1588)

ANNOUNCEMENT

THIRD UNLOCKING OF THE TRUST BENEFIT UNITS

UNDER THE THIRD GRANT PURSUANT TO THE EMPLOYEE TRUST BENEFIT SCHEME

Reference is made to the circular of Chanjet Information Technology Company Limited (the "Company") dated 23 April 2015 (the "Circular"), the announcement of the Company dated 8 June 2015 in relation to, among other things, the adoption of the employee trust benefit scheme of the Company (the "Scheme"), the announcement of the Company dated 6 December 2016 in relation to the third grant of trust benefit units subject to effective conditions (the "Third Grant") to certain scheme participants under the Scheme, and the announcements of the Company dated 6 December 2017 and 6 December 2018 in relation to the first unlocking and the second unlocking of the trust benefit units under the Third Grant pursuant to the Scheme, respectively. Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Circular and the abovementioned announcements.

On 6 December 2019, the board of directors of the Company (the "Board") considered and approved the resolutions in relation to the third unlocking of the Trust Benefit Units under the Third Grant pursuant to the Scheme (the "Resolutions"). According to the Resolutions, save and except for certain Scheme Participants under the Third Grant who have terminated or released his/her labour contract with the Company, which resulted in their disqualification as Scheme Participants, and certain Scheme Participants who have agreed to abandon his/her Trust Benefit Units which are subject to lock-up since they have joined the long-term employee incentive point scheme of the Company, the Unlocking Conditions to unlock 40% of the Trust Benefit Units granted to the remaining Scheme Participants under the Third Grant would be fulfilled on 6 December 2019.

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THE UNLOCKING CONDITIONS AND THE FULFILMENT OF THE UNLOCKING CONDITIONS

1. Expiry of the Lock-up Period
   Pursuant to the Scheme, there are three Unlocking Dates for each Grant, being the expiry dates of the first, second and third anniversary of the Grant Date. Subject to the fulfilment of the Unlocking Conditions and upon expiry of the aforementioned Unlocking Dates, 30%, 30% and 40% of the Trust Benefit Units granted to each Scheme Participant shall be unlocked, respectively. The Lock- up Period is from the Grant Date to each of the aforementioned Unlocking Dates, during which the disposal of the Trust Benefit Units is prohibited.
   Given that the date of the Third Grant was 6 December 2016, the third Lock-up Period for the Third Grant will expire on 6 December 2019, and the Trust Benefit Units granted to the Scheme Participants will become effective and unlocked subject to fulfilment of the Unlocking Conditions.
2. Unlocking Conditions
   The unlocking of the Trust Benefit Units granted to each Scheme Participant under the Scheme shall be conditional upon fulfilment of the following conditions (i), (ii), (iii) and (iv); and the unlocking of the Trust Benefit Units granted to the Scheme Participants who are presidential-level management of the Company, including president, senior vice president, vice president, chief financial officer and the secretary to the Board, as well as chief experts, shall be conditional upon fulfilment of all the following conditions:
3. 1. the certified public accountant not having issued an auditors' report with adverse opinion with respect to the financial report of the Company for its most recent accounting year;
   2. the securities regulatory institutions and other relevant authorities not having imposed any penalties on the Company due to material non-compliance of laws and regulations for its most recent accounting year, and no other material non-compliance of laws and regulations having been determined by the securities regulatory institutions of the place of incorporation of the Company or where the Shares are listed;
   3. according to the Performance Appraisal Management Rules of the Company, the individual performance standard having been achieved by the relevant Scheme Participant on his/her annual performance appraisal for the year immediately prior to the Unlocking Date;
   4. being qualified as a Scheme Participant; or

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1. 1. the performance goal of the Company set by the Board for each Unlocking Date having been fulfilled.
2. Fulfilment of the Unlocking Conditions
   The abovementioned conditions (i) and (ii) have been fulfilled by the Company. Save and except for certain Scheme Participants under the Third Grant who have terminated or released his/her labour contract with the Company, which resulted in their disqualification as Scheme Participants, and certain Scheme Participants who agreed to abandon his/her Trust Benefit Units which are subject to lock- up since they have joined the long-term employee incentive point scheme of the Company, the abovementioned conditions (iii) and (iv) for the remaining Scheme Participants under the Third Grant have been fulfilled and for Scheme Participants who are presidential-level management and chief experts of the Company, the abovementioned condition (v) has been fulfilled.
   In light of the above, 40% of the Trust Benefit Units of the Scheme Participants under the Third Grant who have satisfied the conditions set out above would be unlocked on 6 December 2019 pursuant to the Scheme and can be exercised accordingly.
   If the Trust Benefit Units are rendered void ab initio and the unlocking conditions of the Trust Benefit Units are not satisfied for the reason that the Scheme Participants have terminated or released his/her labour contract with the Company or for any other reasons set out in the Scheme, the Board has the right to dispose of those Trust Benefit Units pursuant to the Scheme and in accordance with laws, including but not limited to (1) Re-grant(s); (2) disposal of the relevant Target Shares to offset the management fee of the Trustees; and (3) pending liquidation of the trusts.
   The Company has completed each of the Initial Grant, the Subsequent Grant(s) and the Re-grant(s) under the Scheme. In order to maximize the benefits to the Company, the Board has authorized the executive Directors to dispose of all or some of the Target Shares corresponding to the Trust Benefit Units which were rendered void ab initio through the Trustees when appropriate, and the proceeds of such disposal will be returned to the Company.

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EXERCISE PERIOD OF THE TRUST BENEFIT UNITS

Reference is made to the announcement of the Company dated 31 March 2016, the circular of the Company dated 29 April 2016 and the announcement of the Company dated 18 May 2016 in relation to, among other things, the extension of the Exercise Period of the Scheme. Pursuant to the amended Scheme, the Exercise Period for the Scheme Participants excluding the Directors, the Supervisors and senior management of the Company is within three years after the Unlocking Date. The Scheme Participants who are Directors, Supervisors and senior management of the Company can apply to exercise the Trust Benefit Units from the Unlocking Date to the date of liquidation of the trusts as prescribed in the trust deeds between the Company and the Trustees.

IMPLICATIONS UNDER THE HONG KONG LISTING RULES

None of the Scheme Participants of the Third Grant is a Director. Hence, none of the Directors has any material interest in the Resolutions and was required to abstain from voting on the relevant resolutions at the meeting of each of the Remuneration and Appraisal Committee and the Board.

On behalf of the Board

Chanjet Information Technology Company Limited

Wang Wenjing

Chairman

Beijing, the PRC

6 December 2019

As at the date of this announcement, the non-executive Directors are Mr. Wang Wenjing and Mr. Wu Zhengping; the executive Director is Mr. Yang Yuchun; and the independent non-executive Directors are Mr. Chen, Kevin Chien-wen, Mr. Lau, Chun Fai Douglas and Mr. Chen Shuning.

• For identification purposes only

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