Appendix Iv Statutory and General Information
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ 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 of our Company Our Company was incorporated in the Cayman Islands under the Companies Act as an exempted company with limited liability on 14 August 2017. Our Company has established a principal place of business in Hong Kong at Unit 2413A, 24/F, Lippo Centre Tower One, 89 Queensway, Admiralty, Hong Kong and was registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on 23 December 2020. Our Company has appointed Mr. Chen Kun as its authorised representative under the Companies Ordinance for the acceptance of service of process and notices in Hong Kong. As our Company is incorporated in the Cayman Islands, it is subject to the Companies Act and its constitution documents comprising the Memorandum of Association and the Articles of Association. A summary of various parts of the constitution documents of our Company and relevant aspects of the Cayman Islands company law is set out in Appendix III to this document. 2. Changes in share capital of our Company As at the date of incorporation of our Company, our authorised share capital was HK$380,000 dividend into 380,000,000 ordinary shares of par value of HK$0.001 each. On 3 November 2017, Mr. Zhao transferred one Share of our Company to Zhao’s BVI Company, as a consideration for one share of Zhao’s BVI Company issued and allotted to Mr. Zhao. On 3 November 2017, our Company issued and allotted 35,799,999, 30,600,000, 25,500,000, 25,500,000, 22,800,000, 25,000,000, 24,600,000 and 20,000,000 Shares at par value, to Zhao’s BVI Company, Li’s BVI Company I, Li’s BVI Company II, Qiu’s BVI Company, Shenglin BVI Company, Mengsheng BVI Company, Ma’s BVI Company and Hou’s BVI Company, respectively. On 10 November 2017, our Company issued and allotted 20,000,000 Shares to Green Thrive BVI for cash consideration. On 5 December 2017, the authorised share capital of our Company was increased from HK$380,000.00 divided into 380,000,000 Shares to HK$700,000.00 divided into 500,000,000 Shares and 200,000,000 Investor Class Shares pursuant to a resolution in writing passed by its Shareholders referred to in the paragraph headed “4. Written resolutions of our Shareholders” below. On 5 December 2017, our Company issued and allotted 65,000,000 Investor Class Shares to Fort Minor pursuant to the Fort Minor [REDACTED] Subscription Agreement dated 9 September 2017 entered into among our Company, Fort Minor and certain the then shareholders of the Company. On 23 May 2018, Hou’s BVI Company and Ma’s BVI Company transferred their respective 18,199,520 Shares and 23,199,360 Shares to Qiu’s BVI Company for cash consideration. On 30 May 2021, our Company issued and allotted 57,500,000 Shares to Chili Roost at par value. − IV-1 − THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV STATUTORY AND GENERAL INFORMATION Assuming that Fort Minor fully converts its [REDACTED] Investor Class Shares into Shares on the basis of one Investor Class Share for One Share and immediately following completion of the [REDACTED] (without taking into account any new Shares which may be allotted and issued upon the exercise of the [REDACTED] or any options granted under each of the [REDACTED] Share Option Schemes or any options that may be granted under the Post-[REDACTED] Share Option Scheme), the issued share capital of our Company will be HK$[REDACTED] divided into [REDACTED] Shares. Other than pursuant to the general mandate to issue Shares referred to in the paragraph headed “4. Written resolutions of our Shareholders” below and the exercise of the [REDACTED] and any options which may be granted under the [REDACTED] Share Option Schemes or to be granted under Post-[REDACTED] Share Option Scheme, our Directors do not have any present intention to issue any of the authorised but unissued share capital of our Company and, without the prior approval of our Shareholder at general meeting, no issue of Shares will be made which would effectively alter the control of our Company. Save as mentioned in the section headed “History, Reorganisation and Group Structure” in this document, there has been no alteration in the share capital of our Company since the date of its incorporation. 3. Changes in share capital of the subsidiaries of our Company Particulars of our subsidiaries are set out in Note 1 to the Accountants’ Report, the text of which is set out in Appendix I to this document. Save for the subsidiaries mentioned in the Accountants’ Report and the section headed “History, Reorganisation and Group Structure” in this document, our Company has no other subsidiaries. Save as disclosed below and the section headed “History, Reorganisation and Group Structure” in this document, there has been no alteration in the share capital of any of our subsidiaries within the two years immediately preceding the date of this document: Mengshu Group On 13 August 2019, the registered capital of Mengshu Group was increased by RMB2,321,212 to RMB232,121,212. 4. Written resolutions of our Shareholders Pursuant to the written resolutions of our Shareholders passed on [REDACTED], among other things: (a) our Company approved and adopted the Memorandum and the Articles, conditionally upon the fulfillment of the Conditions (as defined below), with effect from the [REDACTED] Date; (b) the authorised share capital of our Company was increased from HK$700,000 divided into 500,000,000 Shares and 200,000,000 Investor Class Shares to HK$[REDACTED] divided into [REDACTED] Shares by the conversion of [REDACTED] Investor Class Share of par value HK$0.001 each into [REDACTED] Shares of par value HK$0.001 each, each ranking pari passu in all respects with all existing Shares; − IV-2 − THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV STATUTORY AND GENERAL INFORMATION (c) conditional on (i) the [REDACTED] granting the approval of the [REDACTED] of, and permission to deal in, the Shares in issue and Shares to be issued as mentioned in this document including any Shares which may be allotted and issued pursuant to the exercise of the [REDACTED] and options which may be granted under the [REDACTED] Share Option Schemes or Post-[REDACTED] Share Option Scheme; and (ii) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional and not being terminated in accordance with the terms of the [REDACTED] or otherwise (collectively the “Conditions”): (i) the [REDACTED] and the [REDACTED] were approved and our Directors were authorised to allot and issue the [REDACTED] pursuant to the [REDACTED] and such number of Shares as may be allotted and issued pursuant to the exercise of the [REDACTED]; (ii) the Share Option Scheme was approved and adopted and our Directors were authorised subject to the terms and conditions of the Share Option Scheme, to grant options to subscribe for Shares thereunder and to allot, issue and deal with the Shares thereunder and to take all such steps as may be necessary, desirable or expedient to carry into effect the Share Option Scheme; and (iii) the proposed [REDACTED] was approved and the Directors were authorized to implement the [REDACTED]; (d) conditional upon the fulfilment of the Conditions: (i) a general unconditional mandate was given to our Directors to allot, issue and deal with, otherwise than by way of rights issue, scrip dividend schemes or similar arrangement providing for the allotment and issue of the Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles, or the exercise of any subscription or conversion rights attaching to any warrants or any securities which are convertible into Shares or the exercise of the [REDACTED] or an issue of Shares pursuant to the exercise of options which may be granted under the [REDACTED] Share Option Schemes or Post-[REDACTED] Share Option Scheme, Shares of an aggregate number not exceeding 20% of the aggregate number of Shares in issue immediately upon completion of the [REDACTED] (without taking into account any new Shares which may be allotted and issued upon the exercise of the [REDACTED] or any options granted under each of the [REDACTED] Share Option Schemes or any options which may be granted under the Share Option Scheme). Such mandate will expire at the conclusion of the next annual general meeting of our Company; or the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable law of the Cayman Islands to be held; or when revoked, varied or renewed by an ordinary resolution of our Shareholders in a general meeting, whichever occurs first; − IV-3 − THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV STATUTORY AND GENERAL INFORMATION (ii) a general unconditional mandate was given to our Directors authorising the repurchase by our Company on the Stock Exchange, or on any other stock exchange on which the securities of our Company may be [REDACTED] and which is recognised by the SFC and the Stock Exchange for this purpose, in accordance with all applicable laws and the requirements of the Listing Rules (or of such other stock exchange), of such number of Shares not exceeding 10% of the number of the Shares of our Company in issue and to be issued immediately upon completion of the [REDACTED] (without taking into account any new Shares which may be allotted and issued upon the exercise of the [REDACTED] or any options granted under each of the [REDACTED] Share Option Schemes or any options which may be granted under the Share Option Scheme).