History and Corporate Structure
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE OVERVIEW The history of our Group can be traced back to December 2016, when our Company was established in Beijing as a limited liability company, funded by our founder, Mr. TANG Yongbo (“Mr. Tang”), with his own funds. See “Directors, Supervisors and Senior Management” in this document for the relevant industry experience of Mr. Tang. Our Company is the largest power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. As of December 31, 2020, our power bank sharing services covered over 710,000 points of interest, or POIs, and we had placed approximately 6.0 million power banks in service. Our strong position in the industry in terms of user reach has enabled us to serve over 237 million registered users as of December 31, 2020. MILESTONES The following table summarizes various key milestones in our corporate and business development: Year Milestone 2016 Our Company was established in Beijing. 2017 Our proprietary cloud platform, “Xpower Cloud”, was launched. We were rewarded the prize of High Growth Company of the Year (年度高成長公司)by 36kr.com (36氪). 2018 We were rewarded the Global Trends Case Award (環球趨勢案例獎) by Huanqiu.com (環 球網). 2019 We were admitted as the Member of Council of the Internet Society of China (中國互聯網 協會理事成員單位) by Internet Society of China (中國互聯網協會). Our registered users exceeded 170.0 million with a business coverage in over 1,600 cities and counties in China. 2020 Our Company was converted into a joint stock company with limited liability. We were named on the Hangzhou Unicorn Enterprise List (杭州獨角獸企業榜單) promulgated by Hangzhou Venture Capital Association (杭州市創業投資協會). Our registered users exceeded 200.0 million with a business coverage in over 1,700 cities and counties in China. ESTABLISHMENT AND MAJOR SHAREHOLDING CHANGES OF OUR COMPANY Our Company was established in Beijing as a limited liability company on December 6, 2016 with an initial registered capital of RMB1,000,000. At the time of its establishment, our Company was known as Beijing Yidianyuan Network Technology Co., Ltd. (北京伊電園網絡科技有限公司) and wholly owned by Mr. Tang. Our Company was renamed as Hangzhou Yidianyuan Network Technology Co., Ltd. (杭州伊電園網絡科技有限公司) in March 2020, and further renamed as Hangzhou Xpower Technology Co., Ltd. (杭州小電科技股份有限公司)in June 2020. Since the establishment, our Company has undertaken a series of capital increases and transfers to raise funds and to bring in new shareholders to our Company. The major shareholding changes of our Company are set out below: 1. Share Transfer in January 2017 On January 4, 2017, Mr. Tang transferred 25% equity interests in our Company held by him to Hangzhou Xpower Investment Management Partnership (Limited Partnership) (杭州小電投資管理合夥企業(有限合夥)) (“Xpower Investment”), a limited partnership established in December 2016 as the shareholding platform of the founding team and the then core employees of our Company. —79— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE On the same date, certain investors (the “Founding Investors”) entered into separate share transfer agreements with Mr. Tang, pursuant to which Mr. Tang agreed to transfer an aggregate of 15% equity interests in our Company held by him to such investors at nil consideration as a reward to these investors for the capital contribution provided by them to Mr. Tang during the start-up stage. Out of the 15% of equity interests, 10% were transferred directly by Mr. Tang to these investors, and the rest 5% were indirectly completed by transferring 20% of Mr. Tang’s interests in Xpower Investment to the Founding Investors. The shareholding structure of our Company upon completion of above share transfers was as set forth below: Registered capital Shareholding Name of Shareholders (RMB) percentage Mr. Tang 650,000 65.00% Xpower Investment 250,000 25.00% Shanghai Detong Yimin Consumer Industry Equity Investment Fund Center 26,115 2.61% (Limited Partnership) (上海德同益民消費產業股權投資基金中心(有限合夥)) (“Shanghai Detong”) Shenzhen CMB Zhanyi Investment Management Partnership (Limited 26,115 2.61% Partnership) (深圳市招銀展翼投資管理合夥企業(有限合夥))(“CMB Zhanyi”) Hangzhou Yunchuang Venture Capital Partnership (Limited Partnership) (杭州雲 23,363 2.34% 創創業投資合夥企業(有限合夥))(“Hangzhou Yunchuang”) Hangzhou Yunzhi Investment Partnership (Limited Partnership) (杭州雲智投資合 8,730 0.87% 夥企業(有限合夥))(“Hangzhou Yunzhi”) Chengdu Detong Yinke Jincheng Venture Capital Partnership (Limited 7,838 0.78% Partnership) (成都德同銀科錦程創業投資合夥企業(有限合夥))(“Chengdu Detong”) Chongqing Detong Linghang Venture Capital Center (Limited Partnership) (重慶 7,838 0.78% 德同領航創業投資中心(有限合夥))(“Chongqing Detong”) Total 1,000,000 100.00% —80— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE 2. Series Angel Financing On December 28, 2016, certain investors agreed to subscribe an aggregate of RMB190,476 of increased registered capital of our Company (the “Series Angel Financing”). Below table summarizes the registered capital subscribed and relevant consideration: Registered capital subscribed Consideration Investors (RMB) (RMB) Suzhou GSR Zhaohua Venture Capital Partnership (Limited Partnership) (蘇州金 59,524 5.0 million 沙江朝華創業投資合夥企業(有限合夥))(“GSR I”) Suzhou GSR Zhaohua II Venture Capital Partnership (Limited Partnership) (蘇 59,524 5.0 million 州金沙江朝華二期創業投資合夥企業(有限合夥))(“GSR II”) Hangzhou Youhan Investment Management Co., Ltd. (杭州有漢投資管理有限公 59,524 4.0 million 司)(“Hangzhou Youhan”) Tianjin Qingzhe Venture Capital Partnership (Limited Partnership) (天津慶喆創 11,905 0.8 million 業投資合夥企業(有限合夥))(“Tianjin Qingzhe”) The considerations were determined based on arm’s length negotiation between the parties taking into account the industry prospects and the extensive experience of our management team and were fully settled on January 9, 2017. Upon completion of the Series Angel Financing, the registered capital of our Company was increased from RMB1,000,000 to RMB1,190,476 and the shareholding structure of our Company was set out as below: Registered capital Name of Shareholders (RMB) Shareholding percentage Mr. Tang ........................................................................... 650,000 54.60% Xpower Investment ............................................................. 250,000 21.00% GSR I ............................................................................... 59,524 5.00% GSR II .............................................................................. 59,524 5.00% Hangzhou Youhan............................................................... 59,524 5.00% Shanghai Detong................................................................. 26,115 2.19% CMB Zhanyi ...................................................................... 26,115 2.19% Hangzhou Yunchuang.......................................................... 23,363 1.96% Tianjin Qingzhe .................................................................. 11,905 1.00% Hangzhou Yunzhi ............................................................... 8,730 0.73% Chengdu Detong ................................................................. 7,838 0.66% Chongqing Detong .............................................................. 7,838 0.66% Total ................................................................................ 1,190,476 100.00% —81— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE 3. Series A Financing On March 31, 2017, certain investors agreed to subscribe an aggregate of RMB193,035 of increased registered capital our Company (the “Series A Financing”). The considerations of such increased share capital were determined based on arm’s length negotiation between the parties taking into account our fast growth and the industry prospects and were fully settled on April 14, 2017. Upon completion of the Series A Financing, the registered capital of our Company was increased from RMB1,190,476 to RMB1,383,511. Below table summarizes the registered capital subscribed and relevant consideration: Registered capital subscribed Consideration Investors (RMB) (RMB) Linzhi Lixin Information Technology Co., Ltd. (林芝利新信息技 術有限公司)(“Linzhi Lixin”)............................................ 55,340 12,000,000 Shanghai Yuanjing Investment Management Partnership (Limited Partnership) (上海圓景投資管理合夥企業(有限合夥 ))(“Shanghai Yuanjing”) .............................................. 55,340 12,000,000 Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) (杭州鼎暉新趨勢股權投資合夥企業(有 限合夥))(“Hangzhou CDH”).......................................... 27,670 6,000,000 Hangzhou Daocin Investment Partnership (Limited Partnership) (杭州道昇投資合夥企業(有限合夥))(“Hangzhou Daocin”) ....................................................................... 13,835 3,000,000 GSR I............................................................................... 9,652 2,092,875 GSR II ............................................................................. 9,652 2,092,875 Hangzhou