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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

– IV-1 –



(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

– IV-2 –



(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.

– IV-3 –



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.

– IV-4 –



(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


(j) Juhe Huashe Xingju

On January 17, 2020, Juhe Huashe Xingju was established under the laws of the PRC with the


(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.

– IV-5 –



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

– IV-6 –



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.

– IV-7 –



(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.

– IV-8 –



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].

– IV-9 –



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,

– IV-10 –



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.

– IV-11 –



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.”

– IV-12 –



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));

– IV-13 –



(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

– IV-14 –



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.

– IV-15 –



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

– IV-16 –



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

– IV-17 –



• 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

– IV-18 –



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.

– IV-19 –



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.

– IV-20 –



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

– IV-21 –



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.

– IV-22 –

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