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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
A. FURTHER INFORMATION ABOUT OUR COMPANY
1. Incorporation
Our Company was incorporated under the laws of the Cayman Islands as an exempted company with
limited liability on January 24, 2020. Our registered office address is at 4/F, Harbour Place, 103 South
Church Street, P.O. BOX 10240, Grand Cayman KY1-1002, Cayman Islands. As our Company was
incorporated in the Cayman Islands, we operate subject to the relevant laws of the Cayman Islands and the
Memorandum and Articles of Association. A summary of certain relevant provisions of its constitution and
certain relevant aspects of the Cayman Companies Law is set out in Appendix III to this document.
We have established a place of business in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s
Road East, Hong Kong, and were registered as a non-Hong Kong company under Part 16 of the Companies
Ordinance on May 27, 2020, under the same address. Ms. Ho Siu Pik and Ms. Sun Ah Tsang have been
appointed as the authorized representatives of our Company for the acceptance of service of process and
notices on behalf of our Company. The address for service of process is Level 54, Hopewell Centre, 183
Queen’s Road East, Hong Kong.
As at the date of this document, our Company’s head office was located at Room A201, Fulin
Logistics Tower, 21 Shihua Road, Fubao Street, Futian District, Shenzhen, Guangdong Province, PRC.
2. Changes in share capital of our Company
As of the date of incorporation, the authorized share capital of our Company was US$50,000 divided
into 500,000,000 shares with a par value of US$0.0001 each. The following sets out the changes in our
Company’s share capital since its incorporation and up to the date of this document:
(a) on January 24, 2020, our Company issued Shares with par value of US$0.0001 each in the
following manner:
(i) one Share to Harneys Fiduciary (Cayman) Limited;
(ii) 2,099,999 Shares to Northeast International Holdings Limited;
(iii) 1,500,000 Shares to Hu Fang Investment Limited;
(iv) 1,500,000 Shares to Belele Investment Limited;
(v) 3,333,333 Shares to Xunuo Investment Limited;
(vi) 8,100,000 Shares to TSZ KI Holdings Limited;
(vii) 15,000,000 Shares to Warm Current Investment Limited; and
(viii) 1,800,000 Shares to Julia Gorgeous Investment Limited.
(b) on January 24, 2020, Harneys Fiduciary (Cayman) Limited transferred one Share to Northeast
International Holdings Limited;
(c) on April 20, 2020, our Company issued 3,703,704 Shares with par value of US$0.0001 each to
Zhongmiao Inspiration Holdings Limited; and
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
(d) on April 29, 2020, our Company issued 1,439,004 Shares with par value of US$0.0001 each to
the [REDACTED] Investors.
Immediately following the completion of the Capitalization Issue and the [REDACTED] (assuming
no exercise of the [REDACTED]), our issued Shares will be [REDACTED] Shares, all fully paid or
credited as fully paid, and [REDACTED] Shares will remain unissued.
Save as disclosed above and in “— 3. Written resolutions of the Shareholders passed on [Š]” in this
section, there has been no alteration in our share capital within two years immediately preceding the date of
this document.
3. Written resolutions of the Shareholders passed on [Š]
On [Š], resolutions of the Shareholders were passed that, among other things:
(1) conditional upon the satisfaction (or, if applicable waiver) of the conditions set out in
“[REDACTED]” and pursuant to the terms set out therein:
(a) our Company approved and adopted the Memorandum and the Articles with effect upon
the [REDACTED];
(b) the [REDACTED], the [REDACTED] and grant of the [REDACTED] were approved
and the Directors (or any duty authorized committee thereof) were authorized to approve to
allot and issue the [REDACTED] and the Shares as may be required to be allotted and
issued upon the exercise of the [REDACTED] on and subject to the terms and conditions
stated in this document and in the relevant [REDACTED];
(c) a general unconditional mandate was given to the Directors authorizing them to exercise
all the powers of the Company to allot, issue and deal with the Shares or securities
convertible into Shares or options, warrants or similar rights to subscribe for the Shares or
such convertible securities and to make or grant offers, agreements or options which would
or might require the exercise of such powers whether during or after the end of the
Relevant Period (as defined below), provided that the Directors may not issue warrants,
options or similar rights to subscribe for any new Shares or any securities convertible into
new Shares for cash consideration pursuant to such mandate and the aggregate nominal
value of Shares allotted or agreed to be allotted by the Directors other than pursuant to (i) a
right issue, (ii) any scrip dividend scheme or similar arrangement providing for the
allotment of the Shares in lieu of the whole or part of a dividend on the Shares, (iii) the
exercise of any subscription or conversion rights attached to any warrants or securities
which are convertible into Shares or in issue prior to the date of passing the relevant
resolution or (iv) a specific authority granted by the Shareholder(s) in general meeting,
shall not exceed the aggregate of:
(i) 20% of the aggregate nominal value of the share capital of our Company in issue
immediately following the completion of the [REDACTED] (without taking into
account any Shares which may be issued upon the exercise of the [REDACTED]);and
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
(ii) the aggregate nominal value of the share capital of our Company repurchased by our
Company (if any) under the general mandate to repurchase Shares referred to in
paragraph below;
(d) a general unconditional mandate (the “Repurchase Mandate”) was given to the Directors to
exercise all powers of our Company to repurchase Shares on the Stock Exchange, or on
any other Stock Exchange on which the Shares may be listed (and which is recognized by
the SFC and the Stock Exchange for the purpose) with a total nominal value of not more
than 10% of the aggregate nominal value of our Company’s share capital in issue
immediately following the completion of the [REDACTED] (excluding Shares which may
be issued pursuant to the exercise of the [REDACTED]);
(e) the general unconditional mandate as mentioned in paragraph (d) above was extended by
the addition to the aggregate nominal value of the share capital of our Company which
may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to
such general mandate of an amount representing the aggregate nominal value of the share
capital of our Company repurchased by our Company pursuant to the mandate to
repurchase Shares referred to in paragraph (d) above, provided that such extended amount
shall not exceed 10% of the aggregate nominal value of the Shares in issue immediately
following completion of the [REDACTED] (without taking into account any Shares
which may be issued upon the exercise of the [REDACTED]); and
Each of the general mandates referred to in paragraphs (1)(c), (1)(d) and (1)(e) above will remain in
effect until whichever is the earliest of (the “Relevant Period”):
(i) the conclusion of the next annual general meeting of our Company;
(ii) the expiration of the period within which our Company is required by any applicable law or the
Memorandum and the Articles to hold our next annual general meeting; or
(iii) the time when such mandate is varied or revoked by an ordinary resolution of the Shareholders
in a general meeting.
4. Changes in share capital of the subsidiaries of our Company and the Consolidated AffiliatedEntities
A summary of the corporate information and the particulars of our subsidiaries are set out in Note 1 to
the Accountant’s Report set out in Appendix I to this document.
The following sets out changes in share capitals of subsidiaries of our Company during the two years
immediately preceding the date of this document:
(a) Shenzhen Xinmiao
On July 30, 2018, Ms. Chen Jiayu (陳嘉瑜) transferred her 0.5% equity interest in Shenzhen
Xinmiao to Happy Entertainment.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
On May 7, 2019, Mr. Zhang Xiaojun (張曉俊) transferred his 1% equity interest in Shenzhen
Xinmiao to Happy Entertainment.
On August 30, 2019, Ms. Zhou transferred her 5% equity interest in Shenzhen Xinmiao to
Happy Entertainment.
On May 8, 2020, Happy Entertainment transferred its entire equity interest in Shenzhen Xinmiao
to WFOE.
(b) Shenzhen Xinmeng
On May 14, 2018, Shenzhen Youyu Information Technology Co., Ltd. (深圳友魚信息科技有限公司) transferred its 100% equity interest in Shenzhen Xinmeng to Happy Entertainment. On the same
day, the registered capital of Shenzhen Xinmeng increased to RMB1 million by way of capital
contribution from Happy Entertainment.
On February 24, 2020, Happy Entertainment transferred its entire equity interest in Shenzhen
Xinmeng to Shenzhen Xinmiao.
(c) Huashe Juhe
On March 13, 2018, Shenzhen Youyu Information Technology Co., Ltd. (深圳市友魚信息科技有限公司) transferred its 100% equity interest in Huashe Juhe to Happy Entertainment.
On April 24, 2018, the registered capital of Huashe Juhe increased to RMB1 million by way of
capital contribution from Happy Entertainment.
On January 6, 2020, Happy Entertainment transferred its 77% equity interest in Huashe Juhe to
Shenzhen Xinmiao.
On January 6, 2020, Happy Entertainment transferred its 23% equity interest in Huashe Juhe to
Mr. Jiang Xu (姜旭).
(d) Guangzhou Yuntu
On July 30, 2018, the registered capital of Guangzhou Yuntu increased to RMB1 million by way
of capital contribution from Happy Entertainment.
On August 6, 2019, Happy Entertainment transferred its 6% equity interest in Guangzhou Yuntu
to Guangzhou Nanwu Cultural Media Partnership (Limited Partnership) (廣州南舞文化傳媒合夥企業(有限合夥)).
On March 3, 2020, Happy Entertainment transferred its 94% equity interest in Guangzhou
Yuntu to Shenzhen Xinmiao.
(e) Nanjing Baihang
On January 23, 2020, Happy Entertainment transferred its 70% equity interest in Nanjing
Baihang to Shenzhen Xinmiao.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
(f) Hefei Kemiao
On March 28, 2018, Hefei Kemiao was established under the laws of the PRC with the
registered capital of RMB1 million.
On March 9, 2020, Mr. Wang Chaohui (王朝輝) transferred his equity interest in Hefei Kemiao
to Happy Entertainment and Mr. Tian Li (田力) as to 25% and 10%, respectively.
On April 2, 2020, Happy Entertainment transferred its 90% equity interest in Hefei Kemiao to
Shenzhen Xinmiao.
(g) Chengdu Xinghui
On August 22, 2018, Ms. Yang Ting (楊婷) and Mr. Xiao Yu (肖昱) transferred 50% and 50%
equity interest in Chengdu Xinghui to Guangzhou Yuntu, respectively.
(h) Changchun Jiamiao
On June 19, 2018, Changchun Jiamiao was established under the laws of the PRC with the
registered capital of RMB1.2 million.
On April 15, 2020, Ms. Zhou transferred her 30% equity interest in Changchum Jiamiao to Mr.
Liu Fengwei (劉峰偉).
On April 15, 2020, Guangzhou Yuntu transferred its 21% equity interest in Changchun Jiamiao
to Mr. Xia Jilong (夏繼龍).
(i) Juhe Huashe Culture
On January 17, 2020, Juhe Huashe Culture was established under the laws of the PRC with the
registered capital of RMB1 million.
(j) Juhe Huashe Xingju
On January 17, 2020, Juhe Huashe Xingju was established under the laws of the PRC with the
registered capital of RMB1 million.
(k) Juhe Huashe Entertainment
On January 17, 2020, Juhe Huashe Entertainment was established under the laws of the PRC
with the registered capital of RMB1 million.
(l) WFOE
On April 27, 2020, WFOE was established under the laws of the PRC with the registered capital
of RMB10 million.
On May 21, 2020, Happy Entertainment and Ouranos transferred their equity interest of WFOE
as to 95% and 5%, respectively, to Happy Entertainment HK.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
5. Repurchase by our Company of our own securities
The following paragraphs include, among others, certain information required by the Stock Exchange
to be included in this document concerning the repurchase of our own securities.
(a) Provision of the Listing Rules
The Listing Rules permit companies with a [REDACTED] on the Stock Exchange to repurchase their
own securities on the Stock Exchange subject to certain restrictions, the most important of which are
summarized below:
(i) Shareholders’ Approval
All proposed repurchases of securities (which must be fully paid up in the case of shares) by a
company with a [REDACTED] on the Stock Exchange must be approved in advance by an ordinary
resolution of the shareholders in general meeting, either by way of general mandate or by specific approval
of a particular transaction.
Pursuant to a resolution passed by our Shareholders on [Š], the Repurchase Mandate was given to our
Directors, details of which are set out in “— A. Further Information about our Company — 3. Written
resolution of the Shareholders passed on [Š].”
(ii) Source of Funds
Purchases must be funded out of funds legally available for the purpose in accordance with the
Memorandum and Articles of Association and the applicable laws and regulations of Hong Kong and the
Cayman Islands. A listed company may not purchase 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 from time to time. As a matter of Cayman law, any purchases by the Company may be
made out of profits or out of the [REDACTED] of a new issue of shares made for the purpose of the
purchase or from sums standing to the credit of our share premium account or out of capital, if so authorized
by the Memorandum and Articles of Association and subject to the Cayman Companies Law. Any premium
payable on the purchase over the par value of the shares to be purchased must have been provided for out of
profits or from sums standing to the credit of our share premium account or out of capital, if so authorized
by the Memorandum and Articles of Association and subject to the Cayman Companies Law.
(iii) Trading Restrictions
The total number of shares which a listed company may repurchase on the Stock Exchange is the
number of shares representing up to a maximum of 10% of the aggregate number of shares in issue.
A company may not issue or announce a proposed issue of new securities for a period of 30 days
immediately following a repurchase (other than an issue of securities pursuant to an exercise of warrants,
share options or similar instruments requiring the company to issue securities which were outstanding prior
to such repurchase) without the prior approval of the Stock Exchange. In addition, a listed company is
prohibited from repurchasing its shares on the Stock Exchange if the purchase price is 5% or more than the
average closing market price for the five preceding trading days on which its shares were traded on the
Stock Exchange. The Listing Rules also prohibit a listed company from repurchasing its securities if the
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
repurchase would result in the number of listed securities which are in the hands of the public falling below
the relevant prescribed minimum percentage as required by the Stock Exchange. A company is required to
procure that the broker appointed by it to effect a repurchase of securities discloses to the Stock Exchange
such information with respect to the repurchase as the Stock Exchange may require.
(iv) Status of Repurchased Shares
The [REDACTED] of all purchased securities (whether on the Stock Exchange or, otherwise) is
automatically canceled and the relative certificates must be canceled and destroyed. Under the laws of the
Cayman Islands, unless, prior to the purchase the directors of the Company resolve to hold the shares
purchased by the Company as treasury shares, shares purchased by the Company shall be treated as
canceled and the amount of the Company’s issued share capital shall be diminished by the nominal value of
those shares. However, the purchase of shares will not be taken as reducing the amount of the authorized
share capital under Cayman Companies Law.
(v) Suspension of Repurchase
A listed company may not make any repurchase of securities after a price sensitive development has
occurred or has been the subject of a decision until such time as the price sensitive information has been
made publicly available. In particular, during the period of one month immediately preceding the earlier of
(a) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the
Listing Rules) for the approval of a listed company’s results for any year, half-year, quarterly or any other
interim period (whether or not required under the Listing Rules) and (b) the deadline for publication of an
announcement of a listed company’s results for any year or half-year under the Listing Rules, or quarterly
or any other interim period (whether or not required under the Listing Rules), the listed company may not
repurchase its shares on the Stock Exchange other than in exceptional circumstances. In addition, the Stock
Exchange may prohibit a repurchase of securities on the Stock Exchange if a listed company has breached
the Listing Rules.
(vi) Reporting Requirements
Certain information relating to repurchases of securities on the Stock Exchange or otherwise must be
reported to the Stock Exchange not later than 30 minutes before the earlier of the commencement of the
morning trading session or any pre-opening session on the following annual report is required to disclose
details regarding repurchases of securities made during the year, including a monthly analysis of the number
of securities repurchased, the purchase price per share or the highest and lowest price paid for all such
repurchases, where relevant, and the aggregate prices paid.
(vii) Core Connected Persons
The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange
from a “core connected person,” that is, a director, chief executive or substantial shareholder of the
company or any of its subsidiaries or a close associate of any of them (as defined in the Listing Rules) and a
core connected person shall not knowingly sell his securities to the company.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
(b) Reasons for Repurchases
Our Directors believe that it is in the best interests of our Company and the Shareholders for our
Directors to have a general authority from the Shareholders to enable our Company to repurchase Shares in
the market. Such repurchases may, depending on market conditions and funding arrangements at the time,
lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made
where our Directors believe that such repurchases will benefit our Company and the Shareholders.
(c) Funding of Repurchases
Repurchase of the Shares must be funded out of funds legally available for such purpose in
accordance with the Articles and the applicable laws and regulations of the Cayman Islands. Our Directors
may not repurchase the Shares 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. Subject to the foregoing, our
Directors may make repurchases with profits of the Company or out of the proceeds of a new issuance of
shares made for the purpose of the repurchase or, if authorized by the Articles and subject to the Cayman
Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of
the Company or from sums standing to the credit of the share premium account of the Company or, if
authorized by the Articles and subject to the Cayman Companies Law, out of capital.
However, our Directors do not propose to exercise the Repurchase Mandate to such an extent as
would, in the circumstances, have a material adverse effect on the working capital requirements of our
Company or its gearing levels which, in the opinion of our Directors, are from time to time appropriate for
our Company.
(d) General
The exercise in full of the Repurchase Mandate, on the basis of [REDACTED] Shares in issue
immediately following the completion of the [REDACTED] (without taking into account any Shares which
may be issued upon the exercise of the [REDACTED]), could accordingly result in up to approximately
[REDACTED] Shares being repurchased by our Company during the period prior to the earliest of:
• the conclusion of the next annual general meeting of our Company unless renewed by an
ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to
conditions;
• the expiration of the period within which our Company’s next annual general meeting is
required by the Memorandum and Articles of Association or any other applicable laws to be
held; or
• the time when the Repurchase Mandate is varied or revoked by an ordinary resolution of our
Shareholders in general meeting.
Our Directors [have undertaken] to the Stock Exchange that, so far as the same may be applicable,
they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws in
the Cayman Islands.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
None of our Directors nor, to the best of their knowledge having made all reasonable enquiries, any of
their respective close associates, have any present intention, to sell any Shares to our Company.
No core connected person (as defined in the Listing Rules) has notified us that he/she or it has a
present intention to sell Shares to us, or has undertaken not to do so, if the Repurchase Mandate is
exercised.
If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of
our Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong
Code on Takeovers and Mergers (the “Takeovers Code”). Accordingly, a Shareholder or a group of
Shareholders acting in concert, depending on the level of increase of Shareholders’ interest, could obtain or
consolidate control of our Company and become obliged to make a mandatory offer in accordance with
Rule 26 of the Takeovers Code. Save as aforesaid, our Directors are not aware of any consequences which
would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase
Mandate.
Any repurchase of Shares that results in the number of Shares held by the public being reduced to less
than 25% of the Shares then in issue could only be implemented if the Stock Exchange agreed to waive the
Listing Rules requirements regarding the public shareholding referred to above. It is believed that a waiver
of this provision would not normally be given other than in exceptional circumstances.
B. FURTHER INFORMATION ABOUT OUR COMPANY’S BUSINESS
1. Summary of the Material Contracts
The following contracts (not being contracts entered into in the ordinary course of business) were
entered into by our Company or our subsidiaries within the two years preceding the date of this document
and are or may be material:
(a) an exclusive business cooperation agreement dated May 29, 2020 entered into between WFOE
and Happy Entertainment, as further described in “Contractual Arrangements”;
(b) an exclusive option agreement dated May 29, 2020 entered into between WFOE, Happy
Entertainment and Registered Shareholders, as further described in “Contractual Arrangements”;
(c) an equity pledge agreement dated May 29, 2020 entered into between WFOE, Happy
Entertainment and Registered Shareholders, as further described in “Contractual Arrangements”;
(d) a powers of attorney dated May 29, 2020 executed by the Registered Shareholders, as further
described in “Contractual Arrangements”;
(e) the share subscription agreement dated April 29, 2020 entered into among our Company, Happy
Entertainment BVI, Happy Entertainment HK, Happy Entertainment, OURANOS
INNOVATIVE TECHNOLOGY LIMITED and RONGJI LIMITED, pursuant to which
OURANOS INNOVATIVE TECHNOLOGY LIMITED and RONGJI LIMITED agreed to
subscribe for 1,439,004 Shares at a consideration of HK$10,027,875;
(f) the Deed of Indemnity; and
(g) [REDACTED].
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
2. Intellectual Property Rights
a. Trademarks
As of the Latest Practicable Date, we had registered following trademarks which we consider to be
material to the business of our Group:
No. TrademarkTrademark
OwnerRegistrationNumber
Place ofRegistration Class Term
1. Yanse Yinzi 22932816 PRC 41 From May 21, 2018to May 20, 2028
2. Yanse Yinzi 22932428 PRC 9 From March 7, 2018to March 6, 2028
3. Yanse Yinzi 22932735 PRC 35 From March 14, 2018to March 13, 2028
b. Copyrights
As of the Latest Practicable Date, we had registered the following computer software copyrights,
which we consider to be material to the business of our Group:
No. CopyrightsDate of FirstPublication
RegistrationNumber
Place ofRegistration
RegisteredOwner
RegistrationDate
1 Intra-city Wonderful Datingand Chatting Software (同城美約交友聊天軟件)
October 9, 2017 2017SR610359 PRC ShenzhenXinmeng
November 7, 2017
2 Intra-City Chatting Bar andDating Software (同城聊吧交友聊天軟件)
October 9, 2017 2017SR610354 PRC Huashe
Juhe
November 7, 2017
c. Domain Names
As of the Latest Practicable Date, we had registered the following domain names which we consider
to be material to the business of our Group:
No. Domain Name Registered Owner Registration Date Expiry Date
1 zhongmiaoyule.com Happy Entertainment November 13, 2016 November 13, 2021
2 huashexj.com Huashe Xingju October 31, 2017 October 31, 2021
3 huashewh.com Huashe Culture October 31, 2017 October 31, 2021
4 huasheyl.com Huashe Entertainment October 31, 2017 October 31, 2021
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIALSHAREHOLDERS
1. Disclosure of Interests
a. Interests and short positions of the Directors and chief executive in the share capital of our
Company and our associated corporations following the [REDACTED]
Immediately following completion of the [REDACTED] (assuming no exercise of the
[REDACTED]), the interests or short positions of the Directors and the chief executive in the Shares,
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
underlying Shares and debentures of our Company or any of our associated corporations (within the
meaning of Part XV 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 (including interests and short positions which he is
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 recorded 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 Companies contained in the Listing Rules, once the Shares are listed, will be as follows:
(i) Interest in our Company
As of the Latest Practicable Date Upon the [REDACTED]
Approximate percentage ofshareholding (Assuming no exercise
of the [REDACTED])
NameCapacity/Nature of
interestNumber ofShares(1)
Approximatepercentage ofShareholding
Number ofShares(1)
Approximatepercentage ofshareholding
Ms. Zhou Interests inthecontrolledcorporation(2)
and as atrustee(3) 5,803,704 15.1% [REDACTED] [REDACTED]
Mr. Zhao Jian Interests inthecontrolledcorporation(4) 8,100,000 21.1% [REDACTED] [REDACTED]
Notes:
(1) All interest stated are long positions
(2) The Shares are registered under the name of Northeast International Holdings Limited, the issued share capital of which isowned as to 100% by Ms. Zhou. Accordingly, Ms. Zhou is deemed to be interested in all the Shares held by NortheastInternational Holdings Limited for the purpose of Part XV of the SFO.
(3) Ms. Zhou, being the trustee of the RSU Scheme, directly holds the entire issued share capital of Zhongmiao InspirationHoldings Limited, which being the nominee of the RSU Scheme, holds Shares underlying the RSUs to be granted under thescheme for the benefit of eligible participants pursuant to such scheme.
(4) The Shares are registered under the name of TSZ KI Holdings Limited, the issued share capital of which is owned as to 100%by Mr. Zhao Jian. Accordingly, Mr. Zhao Jian is deemed to be interested in all the Shares held by TSZ KI Holdings Limitedfor the purpose of Part XV of the SFO.
(ii) Interest in associated corporations of our Company
NameCapacity/Nature of
interestName of associated
corporation
Approximatepercentage ofregisteredcapital(1)/
shareholding
Ms. Zhou Beneficial owner Happy Entertainment [REDACTED]Mr. Zhao Jian Beneficial owner Happy Entertainment [REDACTED]
Notes:
(1) Registered capital represents the registered share capital that is contributed by relevant shareholders.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
b. Interests and short positions of the substantial shareholders in the Shares and underlying Shares of
our Company
Save as disclosed in “Substantial Shareholders” in this document, our Directors or chief executive are
not aware of any other person, not being a Director or chief executive of our Company, who has any interest
or short position in the Shares or underlying shares of the Company, which, upon the [REDACTED],would fall to be disclosed to our Company and the Stock Exchange under the provisions of Division 2 and 3
of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the nominal value of
any class of share capital carrying rights to vote in all circumstances at general meetings of our Company.
2. Directors’ service contracts and letters of appointment
On May 21, 2020, each of the executive Directors has entered into a service contract with our
Company, and the non-executive Director has entered into the letter of appointment with our Company. On
[Š], each of the independent non-executive Directors have entered into letters of appointment with our
Company. The service contracts with each of the executive Directors and the appointment letter of the non-
executive Director are for an initial fixed term of three years commencing from May 21, 2020. The letters of
appointment with each of independent non-executive Directors are for an initial fixed term of three years
commencing from [Š]. The service contracts and the letters of appointment are subject to termination in
accordance with their respective terms or by either party giving to the other not less than three-month prior
written notice. The appointment of the Directors is subject to the provisions of retirement and rotation of
Directors under the Articles.
For the years ended December 31, 2017, 2018 and 2019, the aggregate remuneration paid and benefits
in kind granted to the Directors by our Group was approximately RMB0.2 million, RMB0.7 million and
RMB0.7 million, respectively. Under the arrangements currently in force, our Company estimates that the
aggregate emolument payable to the Directors (excluding discretionary bonus and any options granted
pursuant to share incentive schemes) by our Company for the year ending December 31, 2020 will be
approximately RMB1.0 million.
Save as disclosed in this document, no other emoluments have been paid or are payable for the years
ended December 31, 2017, 2018 and 2019 by our Company to the Directors. Save as disclosed above, none
of our Directors has or is proposed to have a service contract with the Company other than contracts
expiring or determinable by the employer within one year without the payment of compensation (other than
statutory compensation).
No remuneration was paid to our Directors or the five highest paid individuals as an inducement to
join, or upon joining, our Group. During the Track Record Period, no compensation was paid to, or has
been received by, our Directors, former Directors or the five highest paid individuals for the loss of office as
director of any member of our Group or of any other office in connection with the management of the
affairs of any member of our Group. None of our Directors waived any emoluments during the Track
Record Period.
Save as disclosed above, no other payments have been paid or are payable in respect of the Track
Record Period to our Directors by our Group. Details of the Company’s remuneration policy is described in
“Directors and Senior Management — Directors’ Remuneration.”
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
3. Disclaimers
Save as disclosed in this document:
(a) the Directors are not aware of any person (not being a Director or chief executive of our
Company) who will, immediately after completion of the [REDACTED] (taking no account of
the [REDACTED]), have an interest or a short position in Shares or underlying Shares which
would fall to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV
of the SFO, or who will, directly or indirectly, be interested in 10% or more of the nominal value
of any class of shares or share capital carrying rights to vote in all circumstances at general
meetings of our Group;
(b) none of the Directors has any interest or short position in any of the Shares, underlying Shares or
debentures of any associated corporation within the meaning of Part XV 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 (including interests and short positions which he is 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 to be notified to our Company
and the Stock Exchange pursuant to the Model Code of Securities Transactions by Directors of
Listed Companies, in each case once the Shares are listed;
(c) none of the Directors nor any of the parties listed in “— E. Other Information — 11. Consents of
experts” of this Appendix is interested directly or indirectly, in the promotion of our Company,
or in any assets which have been, within the two years immediately preceding the date of this
document, acquired or disposed of by or leased to our Company or any of our subsidiaries, or
are proposed to be acquired or disposed of by or leased to our Company or any of our
subsidiaries;
(d) none of the Directors nor any of the parties listed in “— E. Other Information — 11. Consents of
experts” of this Appendix is materially interested in any contract or arrangement subsisting at
the date of this document which is significant in relation to our Company’s business taken as a
whole;
(e) save in connection with the [REDACTED], none of the parties listed in “E. Other Information
— 11. Consents of experts” of this Appendix:
(i) is interested legally or beneficially in any securities of our Company or any of our
subsidiaries; or
(ii) has any right (whether legally enforceable or not) to subscribe for or to nominate persons
to subscribe for securities of our Company or any of our subsidiaries;
(iii) none of our Directors or any of experts named in the paragraph headed “E. Other
Information — 11. Consents of Experts” in this section below 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));
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
(f) none of the Directors or their associates (as defined in the Listing Rules) or the existing
Shareholders (who, to the knowledge of the Directors, owns more than 5% of our Company’s
issued share capital) has any interest in any of the five largest customers or the five largest
suppliers of our Group.
D. RSU SCHEME
The following is a summary of the principal terms of the RSU Scheme approved and adopted by our
Company on April 20, 2020. The RSU Scheme is not subject to the provisions of Chapter 17 of the Listing
Rules as the RSU Scheme does not involve the grant of options by our Company to subscribe for new
Shares.
1. Purpose of the RSU Scheme
The purpose of this Scheme is to incentivize directors, senior management, employees and other
individuals for their contribution to our Group, to attract, motivate and retain skilled and experienced
personnel to strive for the future development and expansion of the Group by providing them with the
opportunity to own equity interests in the Company.
2. RSUs
A RSU means restricted share units, each restricted share unit represents one underlying Share, and
represent a conditional right granted to any Eligible Persons (as defined below) selected by the Board to be
granted RSUs under this Scheme at its discretion (the “Selected Person”) under this Scheme to obtain
Shares, less any tax, stamp duty and other charges applicable, as determined by the Board in its absolute
discretion.
3. Eligible Persons in the RSU Scheme
Persons eligible to receive RSUs under this Scheme, who are existing employees, directors (whether
executive or non-executive, but excluding independent non-executive directors) or officers of the Company
or any member of the Group, or other persons deemed as eligible to receive RSUs under this Scheme by the
Board at its discretion.
4. Terms of the RSU Scheme
Subject to paragraph 20 below, the RSU Scheme will be valid and effective for a period of ten
(10) years, commencing from the date of the adoption of the RSU Scheme by the shareholders of the
Company on April 20, 2020 (the “Scheme Period”).
5. Appointment of the RSU Trustee
Our Company has appointed Ms. Zhou (the “RSU Trustee”) as the trustee to assist in the
administration of the RSU Scheme. Our Company may (i) allot and issue Shares to the RSU Trustee to be
held by the RSU Trustee and which will be used to satisfy the Shares underlying the RSUs upon exercise
and/or (ii) direct and procure the RSU Trustee to receive existing Shares from any Shareholder or purchase
existing Shares (either on-market or off-market) to satisfy the Shares underlying the RSUs upon exercise.
Our Company shall procure that sufficient funds are provided to the RSU Trustee by whatever means as our
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
Board may in its absolute discretion determine to enable the RSU Trustee to satisfy its obligations in
connection with the administration of the RSU Scheme. Subject to paragraph 12 below, all the Shares
underlying the RSUs granted and to be granted under the RSU Scheme will be transferred, allotted or issued
to the RSU Trustee.
6. Assignment of RSUs
The RSUs granted pursuant to the RSU Scheme are personal to each Participant, and are not
assignable. Participants are prohibited from selling, transferring, assigning, charging, mortgaging,
encumbering, hedging or creating any interest in favor of any other person over or in relation to any
property held by the RSU Trustee on trust for the Participants, the RSUs, or any interest or benefits therein.
7. Grant and Acceptance
(a) Making an offer
An offer to grant a RSU will be made to a Eligible Person selected by our Board by a letter, in
such form as our Board may determine (the “Grant Letter”). The Grant Letter will specify the Selected
Person’s name, the manner of acceptance of the RSU, the number of RSUs granted and the number of
underlying Shares represented by the RSUs, the vesting criteria and conditions, the vesting schedule,
the exercise price of the RSUs (where applicable) and such other details as our Board considers
necessary and are not inconsistent with the RSU Scheme, and will require the Selected Person to
undertake to hold the RSU on the terms on which it is granted and to be bound by the provisions of
the RSU Scheme.
The Grant Letter shall serve as evidence of the grant of the RSUs and no further certificate shall
be issued to the Selected Person.
(b) Acceptance of an offer
A RSU Selected Person may accept an offer of the grant of RSUs in such manner as set out in
the Grant Letter. Once accepted, the RSUs are deemed granted from the date of the Grant Letter (the
“RSU Grant Date”). Upon acceptance, the Selected Person becomes a participant in this Scheme (the
“Participant”).
(c) Restrictions on Grants
Our Board may not grant any RSUs to any Selected Persons in any of the following
circumstances:
• the laws or regulations require that a document or other [REDACTED] documents be
issued in respect of the grant of the RSUs or in respect of the RSU Scheme, unless our
Board determines otherwise;
• where granting the RSUs would result in a breach by our Company, any member of our
Group or any of their directors of any applicable laws, rules or regulations; or
• where such grant of any RSUs would result in a breach of the limits of the RSU Scheme.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
8. Maximum number of Shares pursuant to RSUs
The maximum number of RSUs that may be granted under the RSU Scheme in aggregate (excluding
RSUs that have lapsed or been canceled in accordance with the rules of the RSU Scheme) shall be such
number of Shares held or to be held by the RSU Trustee for the purpose of the RSU Scheme from time to
time.
9. Rights attached to RSUs
A Participant does not have any contingent interest in any Shares underlying the RSUs unless and
until such Shares are actually transferred to the Participant. Further, a Participant may not exercise voting
rights in respect of the Shares underlying the RSUs prior to their exercise and, unless otherwise specified by
our Board in its entire discretion in the Grant Letter to the Participant, nor do they have any rights to any
cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip
distributions from any Shares underlying the RSUs.
10. Rights attached to Shares
Any Shares transferred to a Participant in respect of any RSUs will be subject to all the provisions of
the Articles and will rank pani passu with the fully paid Shares in issue on the date of the transfer or, if that
date falls on a day when the register of members of our Company is closed, the first day of the reopening of
the register of members, and accordingly will entitle the holder to participate in all dividends or other
distributions paid or made on or after the date of the transfer or, if that date falls on a day when the register
of members of our Company is closed, the first day of the reopening of the register of members.
11. Vesting of RSUs
Our Board can determine the vesting criteria, conditions and the time schedule when the RSUs will
vest and such criteria, conditions and time schedule shall be stated in the Grant Letter.
Within a reasonable time after the vesting criteria, conditions and time schedule have been reached,
fulfilled, satisfied or waived, our Board will send a vesting notice (the “Vesting Notice”) to each of the
relevant Participants. The Vesting Notice will confirm the extent to which the vesting criteria, conditions
and time schedule have been reached, fulfilled, satisfied or waived, and the number of Shares (and, if
applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and
non-scrip distributions in respect of those Shares) involved.
12. Exercise of RSUs
RSUs held by a Participant that are vested as evidenced by the Vesting Notice may be exercised (in
whole or in part) by the Participant serving an exercise notice in writing on the Trustee and copied to the
Company. Any exercise of RSUs must be in respect of a Board Lot or an integral multiple thereof (except
where the number of RSUs which remains unexercised is less than one Board Lot).
In an exercise notice, the Participant shall request the Trustee to, and the Board shall direct and
procure the Trustee to within five (5) Business Days (a day (other than a Saturday or Sunday or days on
which a tropical cyclone warning number 8 or above or a “black” rain warning signal is hosted in Hong
Kong at any time between 9 am and 5 pm) on which the Stock Exchange is open for trading and clearing
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
banks in Hong Kong and PRC are open for transactions of normal banking business), transfer the Shares
underlying the RSUs exercised (and, if applicable, the cash or non-cash income, dividends or distributions
and/or the sale proceeds of non-cash and non-scrip distributions in respect of those Shares) to the
Participant which the Company has allotted and issued to the Trustee as fully paid up Shares or which the
Trustee has either acquired by purchasing existing Shares or by receiving existing Shares from any
shareholder of the Company, subject to the Participant paying the exercise price (where applicable) and all
tax, stamp duty, levies and charges applicable to such transfer to the Trustee or as the Trustee directs.
The Participant shall serve the exercise notice within three (3) months after receiving the Vesting
Notice. The Trustee will not hold the Shares underlying the RSUs vested for the Participant after this three
(3) months period. If the exercise notice is not served during this three (3) months period or the Shares
underlying the RSUs exercised cannot be transferred to the Participant pursuant to the preceding paragraph
due to the Participant not being able to provide sufficient information to effect the transfer, the RSUs vested
or exercised (as the case may be) shall lapse unless otherwise agreed by the Board at its absolute discretion.
13. Rights on a takeover
If a general offer to acquire the Shares (whether by takeover offer, merger, or otherwise in a like
manner) is made to all of our Shareholders (or Shareholders other than the offeror and/or any person
controlled by the offeror and/or any person acting in concert with the offeror) and the general offer to
acquire the Shares is approved and the offer becomes or is declared unconditional in all respects, a
Participant’s RSUs will vest immediately, even if the vesting period has not yet commenced.
14. Rights on a compromise or arrangement
If a compromise or arrangement between our Company and our Shareholders or creditors is proposed
in connection with a scheme for the reconstruction of our Company or its amalgamation with any other
company or companies and a notice is given by our Company to our Shareholders to convene a general
meeting to consider and if thought fit approve such compromise or arrangement and such Shareholders’
approval is obtained, a Participant’s RSUs will vest immediately, even if the vesting period has not yet
commenced.
15. Rights on voluntary winding-up
If an effective resolution is passed during the Scheme Period for the voluntary winding-up of the
Company (other than for the purposes of a reconstruction, amalgamation or scheme of arrangement), all
outstanding RSUs shall be treated as having vested immediately. No Shares will be transferred, and no cash
alternative will be paid, to the Participant, but the Participant will be entitled to receive out of the assets
available in liquidation on an equal basis with our Shareholders such sum as they would have received in
respect of the RSUs.
16. Lapse of RSUs
(a) Any unvested RSU will automatically lapse immediately where:
• (as the case may be) such Participant’s employment or service or business cooperation
with the Group terminates for any reason; or
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
• the Participant makes any attempt or takes any action to sell, transfer, assign, charge,
mortgage, encumber, hedge or create any interest in favor of any other person over or in
relation to any RSUs or any interests or benefits pursuant to the RSUs.
(b) If at any time, a Participant:
• (as the case may be) ceases to be an employee or a business partner of the Group;
• fails, during the course of his employment, to devote the whole of his time and
attention to the business of our Group or to use his best endeavors to develop the
business and interests of our Group;
• is concerned during the course of his employment with our Group (without the prior
written consent of our Company) with any (competitive or other) business other than
that of our Group; and/or
• is in breach of his contract of employment with or any other obligation to our Group
(including without limitation certain restrictive covenants),
then all vested and unvested RSUs shall automatically lapse and such Participant shall have no claim
whatsoever in respect of the RSUs or the underlying Shares.
17. Cancelation of RSUs
Our Board may at its discretion cancel any RSU that has not vested or lapsed, provided that:
(a) our Company or our subsidiaries pay to the Participant an amount equal to the fair value of the
RSU at the date of the cancelation as determined by the Board, after consultation with our
auditors or an independent financial advisor appointed by our Board;
(b) our Company or our relevant subsidiary provides to the Participant a replacement award (or a
grant or option under any other restricted share unit scheme, share option scheme or share-
related incentive scheme) of equivalent value to the RSUs to be canceled; or
(c) our Board makes any arrangement as the Participant may agree in order to compensate him/her
for the cancelation of the RSUs.
18. Reorganization of capital structure
In the event of any capitalization issue, rights issue, consolidation, sub-division or reduction of the
share capital of our Company, our Board may make such equitable adjustments, designed to protect the
Participants’ interests, to the number of Shares underlying the outstanding RSUs or to the amount of the
equivalent value, as it may deem appropriate at its absolute discretion.
19. Amendment of the RSU Scheme
Save as provided in this Scheme, our Board may alter any of the terms of this Scheme at any time.
Written notice of any amendment to this Scheme shall be given to all Participants. Any alterations to the
terms and conditions of this Scheme which are of a material nature or any changes to the terms of the RSUs
granted which shall operate to affect materially adversely any subsisting rights of any Participant shall be
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
subject to the consent of the Participants amounting to three-fourths in nominal value of all underlying
RSUs so held by the Participants on the date of the relevant resolution passed by our Board in approving the
amendment of this Scheme or the terms of the RSUs granted (as the case may be), except where the
alterations or changes take effect automatically under the existing terms of this Scheme. The Board’s
determination as to whether any proposed alteration to the terms and conditions of this Scheme or the terms
of the RSUs granted (as the case may be) is material shall be conclusive.
20. Termination of the RSU Scheme
Our Board may terminate the RSU Scheme at any time before the expiry of the Scheme Period. The
provisions of the RSU Scheme shall remain in full force and effect in respect of RSUs which are granted
pursuant to the rules of the RSU Scheme prior to the termination of the operation of the RSU Scheme. Our
Company or our relevant subsidiary shall notify the RSU Trustee and all Participants of such termination
and of how any property held by the RSU Trustee on trust for the RSU Participants (including, but not
limited to, any Shares held) and the outstanding RSUs shall be dealt with.
21. Administration of the RSU Scheme
Our Board has the power to administer the RSU Scheme, including the power to construe and interpret
the rules of the RSU Scheme and the terms of the RSUs granted under it. Our Board may delegate the
authority to administer the RSU Scheme to a committee of our Board. Our Board may also appoint one or
more independent third-party contractors to assist in the administration of the RSU Scheme and delegate
such powers and/or functions relating to the administration of the RSU Scheme as our Board thinks fit. Our
Board’s determinations under the RSU Scheme need not be uniform and may be made by it selectively with
respect to persons who are granted, or are eligible to be granted, RSUs under it. If a Director is a Participant
he may, notwithstanding his own interest and subject to our Articles, vote on any Board resolution
concerning the RSU Scheme (other than in respect of his own participation in it), and may retain RSUs
under it. Each RSU Participant waives any right to contest, amongst other things, the value and number of
RSUs or Shares or equivalent value of cash underlying the RSUs or Shares and our Board’s administration
of the RSU Scheme.
22. General
An application has been made to the [REDACTED] of the Stock Exchange for the [REDACTED] of,
and permission to [REDACTED], new Shares underlying the RSUs that have been granted pursuant to the
RSU Scheme.
23. Outstanding RSUs granted
As at the Latest Practicable Date, RSUs in respect of underlying Shares represented approximately
[REDACTED] of the total issued share capital of our Company after the completion of the Capitalization
Issue and immediately following the completion of the [REDACTED] (assuming the [REDACTED] is not
exercised) and no RSU had been granted to Participants pursuant to the RSU Scheme.
E. OTHER INFORMATION
1. Estate duty
Our Directors have been advised that no material liability for estate duty is likely to fall on our
Company or any of our subsidiaries.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
2. Litigation
As of the Latest Practicable Date, save as disclosed in “Business — Legal Proceedings and
Compliance — Legal Proceedings,” neither our Company nor any of our subsidiaries was engaged in any
litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material
importance is known to the Directors to be pending or threatened by or against our Company, that would
have a material adverse effect on our results of operations or financial condition.
3. Indemnities
Our Controlling Shareholders [have entered into] the Deed of Indemnity with and in favor of our
Company (for itself and as trustee for each of its present subsidiaries) (being the contract referred to in “B.
Further Information about Our Company’s Business — 1. Summary of the Material Contracts” above to
provide indemnities on a joint and several basis in respect of, among other matters, taxation resulting from
income, profits or gains earned, accrued or received, any claim to which any member of our Group may be
subject to and payable on or before the date when the [REDACTED] becomes unconditional.
4. Preliminary Expenses
Our Company’s estimated preliminary expenses are approximately RMB40,000 and has been paid by
our Company.
5. Promoter
There is no promoter of our Company.
6. Sole Sponsor
The Sole Sponsor made an application on our Company’s behalf to the [REDACTED] of the Stock
Exchange for [REDACTED] of, and permission to deal in, the Shares in issue, the Shares to be issued
pursuant to the [REDACTED] (including any Shares falling to be issued pursuant to the exercise of the
[REDACTED]). All necessary arrangements have been made to enable such Shares to be admitted into
CCASS.
The Sole Sponsor is independent from our Company pursuant to Rule 3A.07 of the Listing Rules.
Our Company has entered into an engagement agreement with the Sole Sponsor, pursuant to which,
the sponsor’s fees payable by us in respect of the Sole Sponsor’s services for the [REDACTED] is
approximately HK$5 million.
7. No Material Adverse Change
The Directors confirm that there has been no material adverse change in their financial or trading
position or prospects since December 31, 2019 (being the date to which our Company’s latest audited
combined financial statements were made up).
8. Binding Effect
This document shall have the effect, if an application is made in pursuance hereof, of rendering all
persons concerned bound by all 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.
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
9. Miscellaneous
Save as disclosed in this document, within the two years immediately preceding the date of this
document,
(a) no share or loan 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;
(b) no share or loan 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;
(c) neither our Company nor any of our subsidiaries has issued or agreed to issue any founder
shares, management shares or deferred shares;
(d) no commissions, discounts, brokerages or other special terms have been granted in connection
with the issue or sale of any shares or loan capital of any member of our Group;
(e) no commission has been paid or payable (except commissions to the [REDACTED]) for
subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription
for any [REDACTED] of our Company or any of our subsidiaries;
(f) none of the equity and debt securities of our Company is [REDACTED] or [REDACTED] with
in any other stock exchange nor is any [REDACTED] or permission to [REDACTED] being or
proposed to be sought;
(g) our Company has no outstanding convertible debt securities; and
(h) there has not been any interruption in the business of our Group which may have or have had a
significant effect on the financial position of our Group in the 12 months immediately preceding
the date of this document.
10. Qualifications of experts
The following are the qualifications of the experts who have given opinion or advice which are
contained in this document:
Name Qualification
Zhongtai International Capital Limited A corporation licensed to conduct Type 1 (dealing
in securities) and Type 6 (advising on corporate
finance) regulated activities as defined under the
SFO
PricewaterhouseCoopers Certified public accountants under Professional
Accountants Ordinance (Cap. 50)
Registered Public Interest Entity Auditor under
Financial Reporting Council Ordinance (Cap. 588)
Han Kun Law Offices PRC legal advisors to our Company
Harney Westwood & Riegels Cayman Islands attorneys-at-law
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Industry consultant
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APPENDIX IV STATUTORY AND GENERAL INFORMATION
11. Consents of experts
Each of the experts as referred to in “— E. Other Information — 10. Qualifications of experts” above
in this document has given and has not withdrawn their respective consent to the issue of this document
with the inclusion of its report and/or letter and/or legal opinion (as the case may be) and references to its
name included in the form and context in which it respectively appears.
As of the Latest Practicable Date, none of the experts named above had any shareholding interests in
our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe for securities in our Company or any of our subsidiaries.
12. Bilingual document
Pursuant to Rule 11.14 of the Listing Rules and section 4 of the Companies Ordinance (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong
Kong), the English language and Chinese language versions of this document are being published separately
but are available to the public at the same time.
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