Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.宏信建设发展有限公司 HORIZON CONSTRUCTION DEVELOPMENT LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 9930) CONNECTED TRANSACTION GRANT OF RESTRICTED SHARES GRANT OF RESTRICTED SHARES Pursuant to the Restricted Share Award Scheme Rules the Board (including all the independent non-executive Directors) has resolved to grant Mr. Pan an executive Director and Chief Executive Officer of the Company with 8430000 Restricted Shares representing approximately 0.26% of the total number of issued Shares of the Company as at the date of this announcement subject to his confirmation and acceptance of such Restricted Shares.LISTING RULES IMPLICATIONS As at the date of this announcement Mr. Pan is an executive Director and Chief Executive Officer of the Company and therefore is a connected person of the Company. As such the Grant of Restricted Shares constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio for the Grant of Restricted Shares exceeds 0.1% but is less than 5% the Grant of Restricted Shares is subject to the reporting announcement and annual review requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.Reference is made to the announcement of Horizon Construction Development Limited (the “Company”) dated 12 March 2024 (the “Announcement”) in relation to among others the adoption of the Restricted Share Award Scheme. Unless the context otherwise requires capitalised terms used herein shall have the same meanings as those defined in the Announcement.GRANT OF RESTRICTED SHARES Pursuant to the Restricted Share Award Scheme Rules the Board (including all the independent non-executive Directors) has resolved to grant Mr. PAN Yang (“Mr. Pan” or the “Grantee”) an executive Director and Chief Executive Officer of the Company with 8430000 Restricted Shares (the “Grant of Restricted Shares”) representing approximately 0.26% of the total number of issued Shares of the Company as at the date of this announcement subject to his confirmation and acceptance of such Restricted Shares.The Restricted Shares granted to Mr. Pan represents the value of HK$12223500 taking into account the number of Restricted Shares granted and the closing price of HK$1.45 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the date of grant of Restricted Shares (i.e. 8 July 2024). 1Details of the Grant of Restricted Shares are set out as follows: Date of grant: 8 July 2024 Number of Restricted Shares granted: Up to 8430000 Restricted Shares subject to full acceptance of the Restricted Shares by the Grantee Subscription price of Restricted HK$0 per Share. There are also no arrangements for the Shares: Company to provide financial assistance to the Grantee to facilitate his purchase of Restricted Shares.Vesting conditions of Restricted The vesting of the Restricted Shares granted under Shares: the Restricted Share Award Scheme is subject to the condition that the Company achieves 80% or more of the performance targets for the previous year (based on the budget targets approved by the Board for the previous year including comprehensive assessment of relevant performance indicators such as operating income growth rate profit before tax growth rate and average return on equity (ROE)).Vesting Period of Restricted Shares: Subject to the Restricted Share Award Scheme Rules upon the satisfaction of the vesting conditions the Restricted Shares of the Grantee are subject to a vesting scheme in three tranches: one third shall be vested on the first anniversary of the date of grant one third shall be vested on the second anniversary of the date of grant and the remaining shall be vested on the third anniversary of the date of grant.Clawback mechanism: Subject to the Restricted Share Award Scheme Rules the corresponding granted but not vested Restricted Shares may not be vested and shall lapse immediately on the vesting date if the following situations happen to the Grantee: (a) employment has been terminated by the Company or any subsidiary of the Company for cause. For the purposes of this paragraph and all other provisions of the Restricted Share Award Scheme relating to termination of employment for cause cause means: 2(1) dishonesty conduct or gross misconduct (whether or not in connection with his/her employment); failure to observe or comply with his/her employment agency consultancy contract or non-competition clause with the Company or any subsidiary of the Company or any legitimate orders or instructions given by the Company or any subsidiary of the Company (as the case may be); (2) incompetence or negligence in the performance of his/her duties in the conclusive opinion of the Company or any subsidiary of the Company; (3) any act in the conclusive opinion of the Company or any subsidiary of the Company adversely affecting his/her ability to perform his/her duties properly or causing damage to the Company or the Group; (4) leaking the trade secrets or confidential information of the Company or any subsidiary of the Company; or (5) the occurrence of other circumstances under which the Company or any subsidiary of the Company in its sole discretion deems appropriate for termination of employment; (b) has been dismissed immediately by the Company or any subsidiary of the Company or tendered his/ her resignation on his/her own initiative; has not renewed his/her employment agreement upon expiry or has terminated his/her employment agreement by mutual agreement prior to its expiry or due to his/her retirement; (c) has been convicted for any criminal offence involving his/her integrity or honesty; (d) has become bankrupt or failed to pay his/her debts within a reasonable time after they become due or has made any arrangement or composition with his/ her creditors generally; or (e) has been charged convicted or held liable for any offence under the relevant securities laws in Hong Kong or any other applicable laws regulations or rules in force from time to time. 3The Company has the sole discretion to determine the adjustment to the number of the Restricted Shares to be vested in the future in relation to his/her Restricted Shares granted but not vested held by the Trustee if the Grantee including but not limited to reduction or reduction to nil: (a) has achieved a grade C or below in the performance appraisal for the previous year; (b) is reduced in rank within the Group for cause; (c) is subject to internal punishment by the Group for cause; or (d) there are other c i rcumstances in which the Company in its sole discretion finds it necessary to consider whether or not to make adjustments to the number of Restricted Shares granted.In the event of the occurrence of any of the circumstances set out above the Company will notify the Grantee of its decision on whether or not to make any adjustments in writing as soon as possible prior to the vesting date of the Restricted Shares granted but not vested held by the Trustee of which a portion is affected.Rights of the Restricted Shares: The Restricted Shares granted under the Restricted Share Award Scheme are owned by the Grantee and may not be transferred or assigned. Prior to the vesting of the Restricted Shares the Grantee is not entitled to receive any income or distribution such as dividend derived from the Restricted Shares granted. The Trustee shall also not be entitled to any voting rights in respect of any Shares held under the Trust.THE NUMBER OF RESTRICTED SHARES AVAILABLE FOR FUTURE GRANTS The Grant of Restricted Shares will not result in the issuance of any new Shares or have any dilutive effect on the equity interests of existing Shareholders.The maximum number of Restricted Shares available for the grants under the Restricted Share Award Scheme is 111903540 Shares representing approximately 3.5% of the total number of issued Shares of the Company as at the date of consideration and approval of the Restricted Share Award Scheme by the Board (being 12 March 2024). The number of Restricted Shares available for future grants under the Restricted Share Award Scheme is 103473540 Shares immediately after completion of the Grant of Restricted Shares representing approximately 3.24% of the total number of issued Shares of the Company as at the date of this announcement. 4REASONS FOR AND BENEFITS OF THE GRANT OF RESTRICTED SHARES The purposes of the Restricted Share Award Scheme are to provide participants with an opportunity to acquire equity interest of the Company encourage and retain participants to work for the Company provide additional incentives which motivate them to strive for performance targets and attract external talents so as to fulfill the goal of increasing the value of the Company and connect the participants’ interests directly to those of the Shareholders of the Company through the ownership of Shares.When assessing whether the Grant of Restricted Shares is fair and reasonable the Board (including the independent non-executive Directors) has taken into account Mr. Pan’s role his historical performance and length of service in the Group. The Board is of the view that the Grant of Restricted Shares will recognize Mr. Pan’s previous contributions to the business performance of the Group and will ensure his continuous support and loyalty to the Group in the years to come and motivate him to perform his duties diligently and conscientiously which is essential to the future development and business expansion of the Group.Having considered the above factors the Board (including the independent non-executive Directors) is of the view that although the Grant of Restricted Shares is not made in the ordinary and usual course of business of the Group it is on normal commercial terms fair and reasonable and in the interests of the Company and its Shareholders as a whole.LISTING RULES IMPLICATIONS As at the date of this announcement Mr. Pan is an executive Director and Chief Executive Officer of the Company and therefore is a connected person of the Company. As such the Grant of Restricted Shares constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.As the highest applicable percentage ratio for the Grant of Restricted Shares exceeds 0.1% but is less than 5% the Grant of Restricted Shares is subject to the reporting announcement and annual review requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.DIRECTOR’S CONFIRMATION Mr. Pan a Director has material interests in the Grant of Restricted Shares and has abstained from voting on the relevant resolution approving the Grant of Restricted Shares. Save for the above Director none of other Directors have or are deemed to have material interests in the Grant of Restricted Shares.INFORMATION ABOUT THE GROUP The Group is one of the leading equipment operation service providers in China as well as one of the leaders in aerial work platform neo-excavation support system and neo-formwork system equipment operation service market. It provides comprehensive and multidimensional services covering the full cycle of projects. 5PUBLIC FLOAT Upon completion of the Grant of Restricted Shares the Company’s public float will remain in compliance with the requirements of the Listing Rules. The Company will also take appropriate measures to ensure compliance with the public float requirements as stipulated by the Listing Rules and/or as specified by the Stock Exchange from time to time.By Order of the Board Horizon Construction Development Limited KONG Fanxing Chairman Hong Kong 8 July 2024 As at the date of this announcement the executive directors of the Company are Mr. PAN Yang (Chief Executive Officer) and Mr. TANG Li; the non-executive directors of the Company are Mr. KONG Fanxing (Chairman) Mr. XU Huibin Mr. HE Ziming Mr. LI Qianjin and Ms. GUO Lina; and the independent non-executive directors of the Company are Mr. LIU Jialin Mr. XU Min Ms.JIN Jinping and Mr. SUM Siu Kei. 6