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$700,000.00 divided into 500,000,000 Shares and 200,000,000 Investor Class Shares pursuant to a resolution in writing passed by its Shareholders referred to in the paragraph headed “4. Written resolutions of our Shareholders” below.
On 5 December 2017, our Company issued and allotted 65,000,000 Investor Class Shares to Fort Minor pursuant to the Fort Minor [REDACTED] Subscription Agreement dated 9 September 2017 entered into among our Company, Fort Minor and certain the then shareholders of the Company.
On 23 May 2018, Hou’s BVI Company and Ma’s BVI Company transferred their respective 18,199,520 Shares and 23,199,360 Shares to Qiu’s BVI Company for cash consideration.
On 30 May 2021, our Company issued and allotted 57,500,000 Shares to Chili Roost at par value.
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Assuming that Fort Minor fully converts its [REDACTED] Investor Class Shares into Shares on the basis of one Investor Class Share for One Share and immediately following completion of the [REDACTED] (without taking into account any new Shares which may be allotted and issued upon the exercise of the [REDACTED] or any options granted under each of the [REDACTED] Share Option Schemes or any options that may be granted under the Post-[REDACTED] Share Option Scheme), the issued share capital of our Company will be HK$[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;
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(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;
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(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). 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; and
(iii) the general unconditional mandate as mentioned in sub-paragraph (d)(i) above was extended by the addition to the aggregate number of Shares of our Company which may be allotted or agreed to be allotted by our Directors pursuant to such general mandate of an amount representing the aggregate number of Shares of our Company repurchased by our Company pursuant to the mandate to repurchase Shares referred to in sub-paragraph (d)(ii) above, provided that such extended amount shall not exceed 10% of the aggregate number of Shares of our Company in issue 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 which may be granted under the Share Option Scheme).
5. Corporate reorganisation
In preparation for the [REDACTED], the companies comprising our Group underwent the Reorganisation and our Company became the holding company of our Group. See “History, Reorganisation and Group Structure — Reorganisation” in this document for details of the Reorganisation.
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6. Particulars of our subsidiaries
Set out below is a summary of the corporate information of our subsidiaries:
Mengshu BVI
Date of incorporation 5 September 2017 Place of incorporation BVI Nature Company with liability limited by shares Issued share three ordinary shares Attributable interest of our 100% Company Business scope investment holding
Mengshu HK
Date of incorporation 19 September 2016 Place of incorporation Hong Kong Nature Limited liability company Issued shares 102 ordinary shares Attributable interest of our 100% Company Business scope investment holding
He Yu Sheng
Date of establishment 12 November 2018 Place of establishment PRC Nature Limited liability company Registered capital RMB1 million Attributable interest of our 100% Company Term of business operation 12 November 2018 to 11 November 2038 Scope of business (as shown Corporate management, social and economic consulting on the business licence) Legal representative Li Jianjun (栗建軍)
Mengshu Group
Date of establishment 29 October 2008 Place of establishment PRC Nature Limited liability company (Taiwan, Hong Kong or Macau investment and not sole investment) Registered capital RMB232,121,212
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Attributable interest of our 100% Company Term of business operation 29 October 2008 to 29 October 2058 Scope of business (as shown Production and sale of forestation seedlings and urban on the business licence) greening seedlings; landscaping and greening engineering and construction; livestock and poultry breeding and sales; cultivation and sale of vegetables, fruits and flowers Legal representative Ma Liming (馬黎明)
Inner Mongolia Mengshu Ecological
Date of establishment 12 December 2011 Place of establishment PRC Nature Other limited liability company Registered capital RMB259,686,000 Attributable interest of our 100% Company Term of business operation 12 December 2011 to 11 December 2031 Scope of business (as shown Ecological environment restoration, management, protection, on the business licence) and related technology development, transfer, consultation, and services; research and development, production, sales, and technical services of native plants (water-saving, drought-tolerant, cold-tolerant plants); contracting for all kinds of landscape and greening construction projects; contracting for all kinds of integrated landscaping and greening maintenance and management of all scales; cultivation, production and operation of seedlings for landscaping and greening; machinery leasing; landscape and greening related technical consultation and information services; construction and operation of intelligent greenhouses; construction general contracting and professional contracting; big data service platform construction, technical research, consultation, development, application, service and transfer and Internet information application related software and hardware services, consultation services; carbon credits afforestation, forest resources development and utilization, planning and management, scenic spot management, own house rental, enterprise management consultation (excluding investment management and investment consultation) Legal representative Wang Tiesuo (王鐵鎖)
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Guizhou Mengshu Ecology
Date of establishment 3 January 2018 Place of establishment PRC Nature Other limited liability company Registered capital RMB100 million Attributable interest of our 90% Company Term of business operation No fixed term Scope of business (as shown Construction of eco-environmental and cultural tourism on the business licence) projects, ecological restoration, technology development and design, urban landscaping and greening construction, urban gardening and greening services, water pollution control, atmospheric pollution control, desert control, engineering design, project construction general contracting, professional contracting, engineering technology consulting services, machinery and equipment leasing, production and sales of forestation seedlings and urban greening seedlings Legal representative Wang Yanlong (王彥龍)
Beijing Mengshu Landscape Design
Date of establishment 17 August 2016 Place of establishment PRC Nature Other limited liability company Registered capital RMB2 million Attributable interest of our 75% Company Term of business operation 17 August 2016 to 16 August 2036 Scope of business (as shown Engineering survey and design; urban landscaping and on the business licence) greening; computer-animated design; construction project management; engineering technical consulting Legal representative Fan Yu (樊宇)
Beijing Mengshu Ecological
Date of establishment 16 October 2002 Place of establishment PRC Nature Limited liability company (legal person sole investment) Registered capital RMB200 million Attributable interest of our 100% Company Term of business operation 16 October 2002 to 15 October 2042
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Scope of business (as shown Urban gardening and greening construction; urban gardening on the business licence) and greening services; technology development, technology consultation, technology service; sales of flowers, plants and ornamental plants, fertilizers (excluding dangerous chemicals); machinery and equipment leasing; craftsmanship and art production service; water pollution treatment; air pollution treatment; geological survey; construction project management; geological disaster control service; labor contracting; construction general contracting; professional contracting; sales of tree seeds; engineering design, engineering survey Legal representative Cheng Yulai (程宇來)
Inner Mongolia Hesheng Ecological Technology Research Institute
Date of establishment 21 January 2014 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB23 million Attributable interest of our 100% Company Term of business operation 21 January 2014 to 20 January 2034 Scope of business (as shown Research and development trials, consultation services, on the business licence) surveys, monitoring and evaluation, planning and design of technologies, products and construction projects in the fields of forestry and grass, agriculture and animal husbandry, ecological environment, landscaping and greening, soil and water conservation, land consolidation and reclamation; research and development, production, sales and technical services of native plants (water-saving, drought-tolerant, cold-tolerant plants); production and sales of afforestation seedlings and urban greening seedlings; planting and sales of flowers Legal representative Tie Ying (鐵英)
Hesheng Ecological Dengkou
Date of establishment 20 May 2015 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB20 million Attributable interest of our 100% Company Term of business operation 20 May 2015 to 19 May 2065 Scope of business (as shown Production and sale of afforestation seedlings, urban on the business licence) greening seedlings, economic forest seedlings, flower seedlings; farming and sales of livestock and poultry; cultivation and sales of vegetables, melons and fruits Legal representative Feng Weiping (封衛平)
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Chifeng Mengshu Landscape
Date of establishment 17 September 2018 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB5,000,000 Attributable interest of our 100% Company Term of business operation 17 September 2018 to 16 September 2048 Scope of business (as shown Production and sale of forestation seedlings, urban greening on the business licence) seedlings, economic forest seedlings, flowers; farming and sales of livestock and poultry; cultivation and sales of vegetables, melons and fruits Legal representative Zhou Xiaowei (周曉煒)
Inner Mongolia Mengshu Greenery Maintenance Service
Date of establishment 23 February 2017 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB2,000,000 Attributable interest of our 100% Company Term of business operation 23 February 2017 to 19 February 2047 Scope of business (as shown Greening maintenance, greening technical services, on the business licence) consultation; planting technical maintenance services; cleaning services; loading and unloading services Legal representative Ren Zhiguo (任治國)
Beijing Mengshu Investment Management
Date of establishment 28 January 2016 Place of establishment PRC Nature Limited liability company (legal person sole investment) Registered capital RMB30 million Attributable interest of our 100% Company Term of business operation 28 January 2016 to 27 January 2046 Scope of business (as shown Investment management on the business licence) Legal representative Li Jianjun (栗建軍)
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Inner Mongolia Heyuan Gusheng Agricultural Technology
Date of establishment 21 June 2013 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB10 million Attributable interest of our 100% Company Term of business operation 21 June 2013 to 20 June 2043 Scope of business (as shown Pre-packaged food sales, agricultural technology on the business licence) development, cultivation, processing and sales (excluding grain) of vegetables, melons and fruits, flowers, agricultural by-products (excluding seeds), technology development and sales of feed and raw materials of feed (excluding production and processing) Legal representative Wang Hongxia (王紅霞)
Inner Mongolia Yuanyuan Zhihui Culture and Tourism
Date of establishment 20 December 2019 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB1 million Attributable interest of our 100% Company Term of business operation 20 December 2019 to 19 December 2039 Scope of business (as shown Development and operation of tourism projects; development on the business licence) and operation of tourism products; organization of cultural and artistic exchanges (excluding performance); exhibition services; corporate planning; property management; hotel management and accommodation services; catering operation and management of parking lots; design, production, agency, and distribution of advertisement; sales of daily necessities and sporting goods Legal representative Wang Zhiming (王志明)
Inner Mongolia Mengshu Landscape Design
Date of establishment 13 April 2006 Place of establishment PRC Nature Limited liability company (not natural person investment or holding corporation sole investment) Registered capital RMB5 million
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Attributable interest of our 100% Company Term of business operation 13 April 2006 to 12 April 2056 Scope of business (as shown Landscape planning and design; landscaping and greening on the business licence) Legal representative Wen Yuan (溫願)
Shenzhen Kunxing No.3
Date of establishment 13 November 2018 Place of establishment PRC Nature Limited partnership Attributable interest of our 94.95% Company Scope of business (as shown Investment in the establishment of industrials (specific items on the business licence) to be reported separately); corporate management consulting, information consulting, business information consulting (excluding talent intermediary services, securities, futures, insurance, financial services, and other restricted items) General Partner Beijing Mengshu Investment Management
Hohhot Chengchi I Industrial Development Fund
Date of establishment 6 July 2018 Place of establishment PRC Nature Limited partnership Attributable interest of our 59.99% Company Term of business operation 6 July 2018 to 5 July 2048 Scope of business (as shown Investment management, investment advisory on the business licence) General Partner Hohhot Chengshi Equity Investment Management Co., Ltd.* (呼和浩特市成石股權投資管理有限責任公司)
Inner Mongolia Hesheng Mengshu Greenery Engineering
Date of establishment 24 March 2017 Place of establishment PRC Nature Other limited liability company Registered capital RMB60,601,300 Attributable interest of our 95% Company Term of business operation 24 March 2017 to 23 March 2027 Scope of business (as shown Seedling afforestation, landscaping and greening on the business licence) construction, greening and maintenance, flower management Legal representative Feng Jianfang (馮建芳)
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Hulun Bei’er City Shengxin City Engineering
Date of establishment 14 December 2018 Place of establishment PRC Nature Other limited liability company Registered capital RMB31,062,557 Attributable interest of our 98.01% Company Term of business operation 14 December 2018 to 13 December 2048 Scope of business (as shown Municipal engineering, urban landscape and greening on the business licence) construction, landscape technology development, technical consultation; sales of flowers, plants and ornamental plants, fertilizers (excluding dangerous chemicals); general contracting; professional contracting; engineering design Legal representative Shi Lina (史麗娜)
Hulun Bei’er City Haisheng Greenery Management
Date of establishment 23 March 2018 Place of establishment PRC Nature Other limited liability company Registered capital RMB10 million Attributable interest of our 95% Company Term of business operation 23 March 2018 to 23 March 2031 Scope of business (as shown Urban landscape and greening construction, urban on the business licence) landscaping and greening services; technical services, technical consultation Legal representative Shi Lina (史麗娜)
Yu County Mengshu Landscaping Engineering
Date of establishment 13 June 2019 Place of establishment PRC Nature Other limited liability company Registered capital RMB136,008,900 Attributable interest of our 90% Company Term of business operation 13 June 2019 to 12 June 2037 Scope of business (as shown Investment, construction, operation and maintenance under on the business licence) the contract of the PPP Project for the Restoration of Swampy Area in Yu County Legal representative Peng Rui (彭瑞)
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Zhenning Autonomous County Mengshu Landscaping Construction
Date of establishment 6 December 2019 Place of establishment PRC Nature Other limited liability company Registered capital RMB117 million Attributable interest of our 90% Company Term of business operation 6 December 2019 to 5 December 2037 Scope of business (as shown Urban greening transformation, construction of mountain on the business licence) parks, wetland parks, and construction and operation management of city surrounding forest belt Legal representative Dai Laibao (代來寶)
Anqing City Mengshu Greenery Management
Date of establishment 13 December 2019 Place of establishment PRC Nature Other limited liability company Registered capital RMB37,319,932 Attributable interest of our 79% Company Term of business operation 13 December 2019 to 4 December 2035 Scope of business (as shown Landscape and greening management; greening project on the business licence) construction; flower and seedling planting, care, and sales; tourism project development; flower and seedling intelligent monitoring platform management services Legal representative Zheng Wenyan (鄭文燕)
Xun County Mengshu Forestry
Date of establishment 26 July 2019 Place of establishment PRC Nature Other limited liability company Registered capital RMB109,587,800 Attributable interest of our 95% Company Term of business operation 26 July 2019 to 25 July 2051 Scope of business (as shown Tree nursery; investment, construction, operation and on the business licence) maintenance of Xun County National Reserve Forest PPP Construction Project; seedling planting, production and sales Legal representative Wang Hua (王華)
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Chifeng City Mengzhishu Greenery Engineering
Date of establishment 31 July 2019 Place of establishment PRC Nature Other limited liability company Registered capital RMB120,000,000 Attributable interest of our 99.9% Company Term of business operation 31 July 2019 to 30 July 2036 Scope of business (as shown Artificial afforestation; landscaping and greening projects; on the business licence) greening maintenance; flower sales Legal representative Zheng Wenyan (鄭文燕)
7. Repurchase by our Company of our own securities
This paragraph contains information required by the Stock Exchange to be included in this document concerning the repurchase by our Company of our own securities.
(a) Provisions of the Listing Rule
The Listing Rules permit companies with a primary [REDACTED] on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions.
(i) Shareholders’ approval
The Listing Rules provide that all proposed repurchases of shares (which must be fully paid in the case of shares) by a company with a primary [REDACTED] on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a specific transaction.
Note: Pursuant to the written resolutions of our Shareholders passed on [REDACTED], a general unconditional mandate (the “Repurchase Mandate”) was given to our Directors authorising our Directors to exercise all powers of our Company to repurchase the Shares as described above in the paragraph headed “4. Written resolutions of our Shareholders” in this Appendix.
(ii) Source of funds
Repurchases must be funded out of funds legally available for the purpose in accordance with the Articles and the laws of the Cayman Islands. Our Company may not repurchase our own 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.
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Any repurchases by our Company may be made out of our Company’s profits, out of our Company’s share premium account or out of the [REDACTED] of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of either or both our Company’s profits or our Company’s share premium accounts before or at the time the Shares are repurchased or, if authorised by the Articles and subject to the Companies Act, out of capital.
(iii) Core connected persons
The Listing Rules prohibit our Company from knowingly repurchasing the Shares on the Stock Exchange from a “core connected person”, which includes a Director, chief executive or substantial Shareholder of our Company or any of the subsidiaries or an associate of any of them and a core connected person shall not knowingly sell Shares to our Company.
(b) Reasons for repurchases
Our Directors believe that it is in the best interests of our Company and our Shareholders for our Directors to have a general authority from our Shareholders to enable our Company to repurchase Shares in the market. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of our Company’s net asset value and/or earnings per Share and will only be made when our Directors believe that such repurchases will benefit our Company and Shareholders.
(c) Exercise of the Repurchase Mandate
Exercise in full of the Repurchase Mandate, on the basis of [REDACTED] Shares in issue after 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), could accordingly result in up to [REDACTED] Shares being repurchased by our Company during the period in which the Repurchase Mandate remains in force.
Under the Listing Rules, any Shares repurchased under the Repurchase Mandate must be fully paid up. The [REDACTED] of all Shares repurchased shall be automatically cancelled upon repurchase and the certificates for those repurchased Shares shall be cancelled and destroyed.
(d) Funding of repurchase
In repurchasing Shares, our Company may only apply funds legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.
Our Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of our Company or the gearing levels which in the opinion of our Directors are from time to time appropriate for our Company.
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(e) General
None of our Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), has any present intention if the Repurchase Mandate is exercised to sell any Shares to our Company.
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 of the Cayman Islands.
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, 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 Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of our Shareholders’ interest, could obtain or consolidate control of our Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. Our Directors are not aware of any consequence that would arise under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate.
Our Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).
No connected person (as defined in the Listing Rules) of our Company has notified us that he/ she/ it has a present intention to sell Shares to us, or has undertaken not to do so, if the Repurchase Mandate is exercised.
B. FURTHER INFORMATION ABOUT THE BUSINESS OF OUR GROUP
1. Summary of material contracts
The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the members of our Group within the two years immediately preceding the date of this document and are or may be material in relation to the business of our Company taken as a whole:
(a) a deed of undertaking dated 30 December 2019 entered into between China Mengshu Ecological Group Company Limited (中國蒙樹生態集團有限公司) and Fort Minor Limited, pursuant to which instead of paying the valuation adjustment payment, China Mengshu Ecological Group Company Limited (中國蒙樹生態集團有限公司) agreed to issue, and Fort Minor Limited agreed to subscribe for, [REDACTED] warrants upon and subject to the terms and conditions set out in the warrant instrument at nil consideration;
− IV-16 − 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
(b) a warrant instrument dated 30 December 2019 was executed by China Mengshu Ecological Group Company Limited (中國蒙樹生態集團有限公司) relating to the creation of 52,970,000 warrants to Fort Minor Limited to subscribe for new Shares in the capital of China Mengshu Ecological Group Company Limited (中國蒙樹生態集團有限公司)byway of a deed poll;
(c) a reorganising fund disposal agreement dated 23 November 2020 entered into by and among Zhao Quansheng (趙泉勝), China Mengyang Ecological Company Limited, Li Feng (李峰), China Mengduan Ecological Company Limited (中國蒙椴生態有限公司), China Mengli Ecological Company Limited (中國蒙櫟生態有限公司), Qiu Lianjun (邱連軍), China Mengsang Ecological Company Limited (中國蒙桑生態有限公司), Ma Guilan (馬桂蘭), China Mengshan Ecological Company Limited (中國蒙杉生態有限公司), Hou Bo (侯波), China Mengsong Ecological Company Limited (中國蒙松生態有限公司), Gao Yubao (高玉豹), Wang Shiwei (王世偉), Zhang Zhiguang (張志光), Li Guangjun (李廣軍) and Li Binbin (李彬彬), Ningbo Mengsheng Investment Management Partnership (Limited Partnership)* (寧波蒙升投資管理合夥企業(有限合夥)), China Mengsheng Ecological Company Limited (中國蒙升生態有限公司), Li Jianjun (栗建軍), Tie Ying (鐵英), Guo Jinchun (郭瑾春) and Ma Liming (馬黎明), Ningbo Shenglin Investment Management Partnership (Limited Partnership)* (寧波盛林投資管理合夥企業(有限合夥)), China Shenglin Ecological Company Limited (中國盛林生態有限公司), Inner Mongolia Huirong Datong Commerce Co., Ltd.* (內蒙古匯融達通商貿有限公司), Hesheng Mengshu Ecological (China) Company Limited (和盛蒙樹生態(中國)有限公司), Inner Mongolia He Yu Sheng Business Consulting Co., Ltd.* (內蒙古和瑜盛商務諮詢有限公司), Mengshu Ecological Construction Group Co., Ltd.* (蒙樹生態建設集團有限公司) and China Mengshu Ecological Group Company Limited (中國蒙樹生態集團有限公司), pursuant to which Inner Mongolia Huirong Datong Commerce Co., Ltd.* (內蒙古匯融達通商貿有限公 司) transferred 1% of the equity interest in Mengshu Ecological Construction Group Co., Ltd.* (蒙樹生態建設集團有限公司) to Inner Mongolia He Yu Sheng Business Consulting Co., Ltd.* (內蒙古和瑜盛商務諮詢有限公司) at a nominal consideration of RMB1;
(d) a deed of termination dated 29 June 2021 entered into by and among China Mengshu Ecological Group Company Limited, Fort Minor Limited, Ningbo Shenglin Investment Management Partnership (Limited Partnership), Ningbo Mengsheng Investment Management Partnership (Limited Partnership), Green Thrive Investments (HK) Limited, Zhao Quansheng (趙泉勝) , Li Feng (李峰), Qiu Lianjun (邱連軍), China Mengyang Ecological Company Limited, China Mengduan Ecological Company Limited, China Mengli Ecological Company Limited, China Mengsang Ecological Company Limited, Hou Bo, China Mengsong Ecological Company Limited, Ma Guilan, China Mengshan Ecological Company Limited, China Shenglin Ecological Company Limited, China Mengsheng Ecological Company Limited and Green Thrive Investments Limited, pursuant to which, all special rights granted to Green Thrive Investments Limited and Fort Minor Limited shall ceased to be effective and be discontinued upon the [REDACTED];
− IV-17 − 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
(e) the Deed of Indemnity;
(f) the Deed of Non-competition; and
(g) the [REDACTED].
2. Intellectual property rights of our Group
Trademarks
(a) Trademarks for which registration has been granted
As of the Latest Practicable Date, we were the registered owner of and had the right to use the following trademarks which we believe are material to our business:
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
1. PRC 14494388 Mengshu 1 from 14 June 2015 to Group 13 June 2025
2. PRC 14494564 Mengshu 2 from 14 June 2015 to Group 13 June 2025
3. PRC 14494692 Mengshu 3 from 14 June 2015 to Group 13 June 2025
4. PRC 14494839 Mengshu 4 from 14 June 2015 to Group 13 June 2025
5. PRC 14494944 Mengshu 5 from 14 June 2015 to Group 13 June 2025
6. PRC 14495077 Mengshu 6 from 14 June 2015 to Group 13 June 2025
7. PRC 14495265 Mengshu 7 from 14 June 2015 to Group 13 June 2025
8. PRC 14495377 Mengshu 8 from 14 June 2015 to Group 13 June 2025
9. PRC 14495560 Mengshu 9 from 14 June 2015 to Group 13 June 2025
10. PRC 14495736 Mengshu 10 from 14 June 2015 to Group 13 June 2025
− IV-18 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
11. PRC 14496362 Mengshu 11 from 14 June 2015 to Group 13 June 2025
12. PRC 14496469 Mengshu 12 from 14 June 2015 to Group 13 June 2025
13. PRC 14496564 Mengshu 13 from 14 June 2015 to Group 13 June 2025
14. PRC 14496691 Mengshu 14 from 14 June 2015 to Group 13 June 2025
15. PRC 14496761 Mengshu 15 from 14 June 2015 to Group 13 June 2025
16. PRC 14496860 Mengshu 16 from 14 June 2015 to Group 13 June 2025
17. PRC 14497070 Mengshu 17 from 14 June 2015 to Group 13 June 2025
18. PRC 14497131 Mengshu 18 from 14 June 2015 to Group 13 June 2025
19. PRC 14497203 Mengshu 19 from 14 June 2015 to Group 13 June 2025
20. PRC 14497289 Mengshu 20 from 14 June 2015 to Group 13 June 2025
21. PRC 14497350 Mengshu 21 from 14 June 2015 to Group 13 June 2025
22. PRC 14497418 Mengshu 22 from 14 June 2015 to Group 13 June 2025
23. PRC 14497463 Mengshu 23 from 14 June 2015 to Group 13 June 2025
24. PRC 14497509 Mengshu 24 from 14 June 2015 to Group 13 June 2025
25. PRC 14497549 Mengshu 25 from 14 June 2015 to Group 13 June 2025
26. PRC 14497598 Mengshu 26 from 14 June 2015 to Group 13 June 2025
27. PRC 14497633 Mengshu 27 from 14 June 2015 to Group 13 June 2025
− IV-19 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
28. PRC 14497679 Mengshu 28 from 14 June 2015 to Group 13 June 2025
29. PRC 11806477 Mengshu 29 from 7 May 2014 to Group 6 May 2024
30. PRC 14497716 Mengshu 29 from 14 June 2015 to Group 13 June 2025
31. PRC 16647953 Mengshu 29 from 28 July 2016 to Group 27 July 2026
32. PRC 17398665 Inner 29 from 14 August 2016 Mongolia to 13 August 2026 Heyuan Gusheng Agricultural Technology
33. PRC 14497750 Mengshu 30 from 14 June 2015 to Group 13 June 2025
34. PRC 15577397 Mengshu 30 from 14 December Group 2015 to 13 December 2025
35. PRC 15580422 Mengshu 30 from 14 December Group 2015 to 13 December 2025
36. PRC 15580425 Mengshu 30 from 14 December Group 2015 to 13 December 2025
37. PRC 15580428 Mengshu 30 from 14 December Group 2015 to 13 December 2025
38. PRC 18080317 Inner 30 from 21 November Mongolia 2016 to 20 November Heyuan 2026 Gusheng Agricultural Technology
− IV-20 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
39. PRC 17398812 Inner 30 from 7 September Mongolia 2016 to 6 September Heyuan 2026 Gusheng Agricultural Technology
40. PRC 10096192 Mengshu 31 from 14 December Group 2012 to 13 December 2022
41. PRC 10564247 Mengshu 31 from 21 April 2013 Group to 20 April 2023
42. PRC 11806556 Mengshu 31 from 7 May 2014 to Group 6 May 2024
43. PRC 15580424 Mengshu 31 from 14 December Group 2015 to 13 December 2025
44. PRC 15580427 Mengshu 31 from 14 December Group 2015 to 13 December 2025
45. PRC 15580421 Mengshu 31 from 14 December Group 2015 to 13 December 2025
46. PRC 15577396 Mengshu 31 from 14 December Group 2015 to 13 December 2025
47. PRC 16647952 Mengshu 31 from 21 June 2016 to Group 20 June 2026
48. PRC 19757584 Mengshu 31 from 14 June 2017 to Group 13 June 2027
49. PRC 19757501 Mengshu 31 from 14 June 2017 to Group 13 June 2027
50. PRC 19757622 Mengshu 31 from 14 June 2017 to Group 13 June 2027
− IV-21 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
51. PRC 20915149 Mengshu 31 from 28 September Group 2017 to 27 September 2027
52. PRC 43945040 Mengshu 31 from 14 October Group 2020 to 13 October 2030
53. PRC 26068091 Mengshu 31 from 7 May 2019 to Group 6 May 2029
54. PRC 18080505 Inner 31 from 21 November Mongolia 2016 to 20 November Heyuan 2026 Gusheng Agricultural Technology
55. PRC 12835702 Inner 31 from 28 December Mongolia 2014 to 27 December Heyuan 2024 Gusheng Agricultural Technology
56. PRC 14497861 Mengshu 32 from 21 June 2015 to Group 20 June 2025
57. PRC 14497918 Mengshu 33 from 14 June 2015 to Group 13 June 2025
58. PRC 26066631 Mengshu 33 from 14 August 2018 Group to 13 August 2028
59. PRC 14497960 Mengshu 34 from 14 June 2015 to Group 13 June 2025
60. PRC 11806635 Mengshu 35 from 14 April 2015 Group to 13 April 2025
61. PRC 14498008 Mengshu 35 from 14 June 2015 to Group 13 June 2025
62. PRC 15456368 Mengshu 35 from 21 January 2017 Group to 20 January 2027
63. PRC 15580426 Mengshu 35 from 14 December Group 2015 to 13 December 2025
− IV-22 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
64. PRC 15580423 Mengshu 35 from 14 December Group 2015 to 13 December 2025
65. PRC 15580420 Mengshu 35 from 14 December Group 2015 to 13 December 2025
66. PRC 15577395 Mengshu 35 from 14 December Group 2015 to 13 December 2025
67. PRC 16647951 Mengshu 35 from 21 June 2016 to Group 20 June 2026
68. PRC 35118473 Mengshu 35 from 7 August 2019 Group to 6 August 2029
69. PRC 18080622 Inner 35 from 21 November Mongolia 2016 to 20 November Heyuan 2026 Gusheng Agricultural Technology
70. PRC 11806695 Mengshu 36 from 7 May 2014 to Group 6 May 2024
71. PRC 14498057 Mengshu 36 from 14 June 2015 to Group 13 June 2025
72. PRC 16647950 Mengshu 36 from 21 June 2016 to Group 20 June 2026
73. PRC 26058019 Mengshu 36 from 14 August 2018 Group to 13 August 2028
74. PRC 26071000 Mengshu 36 from 14 August 2018 Group to 13 August 2028
75. PRC 35127164 Mengshu 36 from 7 August 2019 Group to 6 August 2029
76. PRC 11806803 Mengshu 37 from 7 May 2014 to Group 6 May 2024
77. PRC 14498103 Mengshu 37 from 14 June 2015 to Group 13 June 2025
− IV-23 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
78. PRC 16647949 Mengshu 37 from 28 October Group 2016 to 27 October 2026
79. PRC 26074158 Mengshu 37 from 14 August 2018 Group to 13 August 2028
80. PRC 26078542 Mengshu 37 from 14 August 2018 Group to 13 August 2028
81. PRC 14498152 Mengshu 38 from 14 June 2015 to Group 13 June 2025
82. PRC 26059313 Mengshu 38 from 14 August 2018 Group to 13 August 2028
83. PRC 11806937 Mengshu 39 from 7 May 2014 to Group 6 May 2024
84. PRC 14498207 Mengshu 39 from 14 June 2015 to Group 13 June 2025
85. PRC 16647948 Mengshu 39 from 28 October Group 2016 to 27 October 2026
86. PRC 26078588 Mengshu 39 from 14 August 2018 Group to 13 August 2028
87. PRC 26078591 Mengshu 39 from 14 August 2018 Group to 13 August 2028
88. PRC 35116955 Mengshu 39 from 28 July 2019 to Group 27 July 2029
89. PRC 14498279 Mengshu 40 from 14 June 2015 to Group 13 June 2025
90. PRC 26215340 Mengshu 40 from 21 August 2018 Group to 20 August 2028
91. PRC 14498385 Mengshu 41 from 14 June 2015 to Group 13 June 2025
92. PRC 10096224 Mengshu 42 from 14 December Group 2012 to 13 December 2022
93. PRC 11807036 Mengshu 42 from 7 May 2014 to Group 6 May 2024
− IV-24 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
94. PRC 14498507 Mengshu 42 from 14 June 2015 to Group 13 June 2025
95. PRC 16647947A Mengshu 42 from 21 September Group 2016 to 20 September 2026
96. PRC 26058054 Mengshu 42 from 14 August 2019 Group to 13 August 2029
97. PRC 26073789 Mengshu 42 from 14 August 2018 Group to 13 August 2028
98. PRC 35112300 Mengshu 42 from 28 July 2019 to Group 27 July 2029
99. PRC 11807074 Mengshu 43 from 14 May 2014 to Group 13 May 2024
100. PRC 14498598 Mengshu 43 from 14 June 2015 to Group 13 June 2025
101. PRC 16647946 Mengshu 43 from 28 October Group 2016 to 27 October 2026
102. PRC 26069282 Mengshu 43 from 14 August 2018 Group to 13 August 2028
103. PRC 26072616 Mengshu 43 from 14 August 2018 Group to 13 August 2028
104. PRC 10096330 Mengshu 44 from 14 December Group 2012 to 13 December 2022
105. PRC 10561551 Mengshu 44 from 21 April 2013 Group to 20 April 2023
106. PRC 11807110 Mengshu 44 from 7 May 2014 to Group 6 May 2024
107. PRC 16647945A Mengshu 44 from 21 September Group 2016 to 20 September 2026
108. PRC 16647945 Mengshu 44 from 7 October 2017 Group to 6 October 2027
− IV-25 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
109. PRC 19757718 Mengshu 44 from 14 June 2017 to Group 13 June 2027
110. PRC 19757839 Mengshu 44 from 14 June 2017 to Group 13 June 2027
111. PRC 19757792 Mengshu 44 from 14 June 2017 to Group 13 June 2027
112. PRC 20915148 Mengshu 44 from 28 September Group 2017 to 27 September 2027
113. PRC 26076448 Mengshu 44 from 14 August 2018 Group to 13 August 2028
114. PRC 26061308 Mengshu 44 from 14 August 2018 Group to 13 August 2028
115. PRC 43940198 Mengshu 44 from 7 October 2020 Group to 6 October 2030
116. PRC 14498646 Mengshu 45 from 14 June 2015 to Group 13 June 2025
117. PRC 35108087 Mengshu 31 from 14 August 2019 Group to 13 August 2029
118. PRC 35118932 Mengshu 37 from 14 August 2019 Group to 13 August 2029
119. PRC 35124486 Mengshu 44 from 7 August 2019 Group to 6 August 2029
120. Hong Kong 303970666 Mengshu HK 16, 29, from 22 November 31, 35, 2016 to 21 November 36, 37, 2026 39, 42, 43, 44
121. Hong Kong 303970675 Mengshu HK 16, 29, from 22 November 31, 35, 2016 to 21 November 36, 37, 2026 39, 42, 43, 44
− IV-26 − 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
Place of Registration Registered No. Trademark Registration No. Owner Class Valid period
122. Hong Kong 303971953 Mengshu HK 16, 29, from 23 November 31, 35, 2016 to 22 November 36, 37, 2026 39, 42, 43, 44
123. Hong Kong 303980737 Mengshu HK 16, 29, from 1 December 31, 35, 2016 to 30 November 36, 37, 2026 39, 42, 43, 44
124. Hong Kong 304002722 Mengshu HK 16, 29, from 23 December 31, 35, 2016 to 22 December 36, 37, 2026 39, 42, 43, 44
125. Hong Kong 304002731 Mengshu HK 16, 29, from 23 December 31, 35, 2016 to 22 December 36, 37, 2026 39, 42, 43, 44
126. Hong Kong 304002740 Mengshu HK 16, 29, from 23 December 31, 35, 2016 to 22 December 36, 37, 2026 39, 42, 43, 44
− IV-27 − 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
Patents
(a) Patents for which registration has been granted
As at the Latest Practicable Date, we were the registered owner of the following patents which we believe are material to our business:
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
1. A method to Invention PRC 201610832930.2 Mengshu Group 19 September 20 improve the Patent and Inner 2016 ecological Mongolia environment of the Hesheng loess hilly and Ecological gully area (一種改 Technology 善黃土丘陵溝壑區 Research Institute 生態環境的方法)
2. A gene that Invention PRC 201611018412.3 Mengshu Group 15 November 20 facilitates nutrient Patent and Inner 2016 uptake by plants, its Mongolia encoded amino acid Hesheng sequence and Ecological expression vector, Technology and applications (一 Research Institute 種促進植物吸收養 分的基因、其編碼 的氨基酸序列和表 達載體以及應用)
3. An aspen rooting Invention PRC 201710655645.2 Mengshu Group 3 August 2017 20 medium and aspen Patent and Inner rooting Mongolia transplanting and Hesheng growing method (一 Ecological 種楊樹生根培養基 Technology 及楊樹生根移栽練 Research Institute 苗方法)
4. A tissue culture Invention PRC 201810749423.1 Mengshu Group 10 July 2018 20 method of populus Patent and Inner sibiricum seedlings Mongolia (一種毛新楊種苗的 Hesheng 組織培養方法) Ecological Technology Research Institute
− IV-28 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
5. A tissue culture Invention PRC 201910236138.4 Mengshu Group 27 March 20 method for Patent and Inner 2019 seedlings of Tilia Mongolia mongolica (一種蒙 Hesheng 椴種苗的組織培養 Ecological 方法) Technology Research Institute
6. A tissue culture Invention PRC 201910236128.0 Mengshu Group 27 March 20 method for Patent and Inner 2019 seedlings of Morus Mongolia mongolica (一種蒙 Hesheng 桑種苗的組織培養 Ecological 方法) Technology Research Institute
7. A method for the Invention PRC 201910614845.2 Mengshu Group 9 July 2019 20 cultivation of Patent and Inner polyploidy in Morus Mongolia mongolica seedlings Hesheng (一種蒙桑多倍體種 Ecological 苗的培養方法) Technology Research Institute
8. A tree Invention PRC 201310431623.X Beijing Mengshu 22 September 20 reinforcement Patent Ecological and 2013 device (樹的加固裝 Inner Mongolia 置) Hesheng Ecological Technology Research Institute
9. A biological Invention PRC 201410247848.4 Inner Mongolia 6 June 2014 20 phosphate fertilizer Patent Hesheng and its Ecological manufacturing Technology method (一種生物磷 Research Institute 肥及其製備方法)
10. A method for fast Invention PRC 201610748049.4 Inner Mongolia 30 August 20 breeding of poplar Patent Hesheng 2016 tree (一種快速繁育 Ecological 楊樹苗的方法) Technology Research Institute
− IV-29 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
11. A culture medium, Invention PRC 201810114620.6 Research Institute 5 February 20 solid mycorrhizal Patent of Forestry, 2018 preparations and its Chinese Academy preparation method of Forestry and (一種培養基、固體 Inner Mongolia 菌根製劑及其製備 Hesheng 方法) Ecological Technology Research Institute
12. Solid fermentation Invention PRC 201810541450.X Inner Mongolia 30 May 2018 20 substrates, its Patent Hesheng preparation method Ecological and culture of Technology mycorrhizal Research Institute bioagents (固體發酵 and Research 基質、製備方法及 Institute of 培養菌根生物製劑 Forestry, Chinese 的方法) Academy of Forestry
13. A water-recycling Utility PRC 201620200102.2 Mengshu Group 15 March 10 device for raising Model 2016 seedlings (一種可實 Patent 現水循環的育苗裝 置)
14. A water-storage Utility PRC 201620200192.5 Mengshu Group 15 March 10 device for raising Model 2016 seedlings (儲水式育 Patent 苗裝置)
15. An automatic water Utility PRC 201620200065.5 Mengshu Group 15 March 10 spraying container Model 2016 for raising seedlings Patent (一種可自動噴水的 育苗容器)
16. A seedling breeding Utility PRC 201620200041.X Mengshu Group 15 March 10 and cultivating Model 2016 room (苗木繁育培 Patent 養室)
17. An automatic Utility PRC 201620200044.3 Mengshu Group 15 March 10 sprinkler system (自 Model 2016 動噴灌育苗裝置) Patent
− IV-30 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
18. A transplantable Utility PRC 201620200089.0 Mengshu Group 15 March 10 device for raising Model 2016 seedlings (一種可移 Patent 栽育苗裝置)
19. An automatic Utility PRC 201620200062.1 Mengshu Group 15 March 10 watering device for Model 2016 raising seedlings Patent (一種可自動澆水育 苗裝置)
20. An automatic Utility PRC 201620200013.8 Mengshu Group 15 March 10 incubator for Model 2016 raising seedlings Patent (自動化育苗培養室)
21. A water retention Utility PRC 201721138730.3 Mengshu Group 6 September 10 container for Model 2017 transporting Patent seedlings (一種用於 運輸的苗木保水容 器)
22. A land drip Utility PRC 201721140191.7 Mengshu Group 6 September 10 irrigation belt for Model 2017 plantation (一種苗 Patent 圃用地上滴灌帶)
23. A rainwater Utility PRC 201721140192.1 Mengshu Group 6 September 10 harvesting device Model 2017 for greening (一種 Patent 收集雨水用於綠化 的裝置)
24. A device for Utility PRC 201721153748.0 Mengshu Group 8 September 10 grafting broken root Model 2017 (一種樹木移植斷根 Patent 裝置)
25. A seedling frost Utility PRC 201721152859.X Mengshu Group 8 September 10 cover (一種苗木防 Model 2017 寒套) Patent
26. A seedling dipping Utility PRC 201721153750.8 Mengshu Group 8 September 10 device (一種苗木蘸 Model 2017 白裝置) Patent
− IV-31 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
27. A new simple plant Utility PRC 201921347858.X Mengshu Group 19 August 10 cultivation shed (一 Model 2019 種新型簡易植物培 Patent 育棚)
28. A new Utility PRC 201921347859.4 Mengshu Group 19 August 10 high-efficiency Model 2019 batch Petri dish Patent washing device (一 種新型高效批量培 養皿清洗裝置)
29. A new plant seed Utility PRC 201921347857.5 Mengshu Group 19 August 10 display (一種新型植 Model 2019 物種子陳列架) Patent
30. An environmentally Utility PRC 202020210716.5 Beijing Mengshu 25 February 10 friendly paint Model Ecological and 2020 spraying machine Patent Mengshu Group for landscaping (一 種園林綠色用環保 塗料噴塗機)
31. A waste wood baler Utility PRC 202020262079.6 Beijing Mengshu 5 March 2020 10 compression device Model Ecological and for landscaping (一 Patent Mengshu Group 種園林綠化用廢材 打捆機壓縮裝置)
32. A fruit picker for Utility PRC 202020215392.4 Beijing Mengshu 26 February 10 landscaping (一種園 Model Ecological and 2020 林綠化用摘果機) Patent Mengshu Group
33. An automatic Utility PRC 202020210720.1 Beijing Mengshu 25 February 10 tobacco seedling Model Ecological and 2020 transplanter for Patent Mengshu Group landscaping (一種園 林綠化用自行式煙 苗移栽機)
34. An automatic Utility PRC 202020210718.4 Beijing Mengshu 25 February 10 uniform painting Model Ecological and 2020 device for Patent Mengshu Group landscaping (一種園 林綠化用塗料自動 式均勻粉刷裝置)
− IV-32 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
35. A stainless steel Utility PRC 202020215406.2 Beijing Mengshu 26 February 10 double suction and Model Ecological and 2020 screw pump for Patent Mengshu Group landscaping (一種園 林綠化用不銹鋼雙 吸雙螺杆泵)
36. A solar — air Utility PRC 201721218449.0 Mengshu Group 20 September 10 source heat pump Model and Inner 2017 remote control Patent Mongolia system (一種太陽 Hesheng 能-空氣源熱泵遠程 Ecological 控制系統) Technology Research Institute
37. A geothermal heat Utility PRC 201721210001.4 Mengshu Group 20 September 10 pump switching Model and Inner 2017 valve remote Patent Mongolia control system (一 Hesheng 種地源熱泵開關閥 Ecological 遠程控制系統) Technology Research Institute
38. A geothermal heat Utility PRC 201721210003.3 Mengshu Group 20 September 10 pump — air source Model and Inner 2017 heat pump water Patent Mongolia pressure detection Hesheng and control system Ecological (一種地源熱泵-空氣 Technology 源熱泵水壓檢測控 Research Institute 制系統)
39. A geothermal heat Utility PRC 201721210002.9 Mengshu Group 20 September 10 pump system for Model and Inner 2017 winters in the North Patent Mongolia (一種用於北方冬季 Hesheng 的地源熱泵系統) Ecological Technology Research Institute
40. A water recycling Utility PRC 201721249569.7 Mengshu Group 27 September 10 system for Model and Inner 2017 greenhouses (一種 Patent Mongolia 用於溫室的水資源 Hesheng 回收系統) Ecological Technology Research Institute
− IV-33 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
41. A multifunctional Utility PRC 201820217821.4 Inner Mongolia 5 February 10 incubator (一種多功 Model Hesheng 2018 能培養箱) Patent Ecological Technology Research Institute and Mengshu Group
42. A condensate Utility PRC 201820217499.5 Inner Mongolia 5 February 10 collection system Model Hesheng 2018 for geothermal heat Patent Ecological pumps (一種用於地 Technology 源熱泵的冷凝水收 Research Institute 集系統) and Mengshu Group
43. A dust-free lawn Utility PRC 201820217500.4 Inner Mongolia 5 February 10 mower for planting Model Hesheng 2018 seedlings (一種苗木 Patent Ecological 種植用無塵除草機) Technology Research Institute and Mengshu Group
44. A seedling pick-up Utility PRC 201820443737.4 Inner Mongolia 29 March 10 device for dragging Model Hesheng 2018 saplings (一種用於 Patent Ecological 扦插苗的取苗裝置) Technology Research Institute and Mengshu Group
45. A semi-automatic Utility PRC 201820695986.2 Inner Mongolia 9 May 2018 10 mobile easy culture Model Hesheng medium dispenser Patent Ecological (半自動移動式簡易 Technology 培養基分裝儀) Research Institute and Mengshu Group
46. An irrigation Utility PRC 201821197806.4 Mengshu Group 26 July 2018 10 system for watering Model and Inner in the loess hilly Patent Mongolia area (一種用於黃土 Hesheng 丘陵區的苗圃灌溉 Ecological 系統) Technology Research Institute
− IV-34 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
47. A new angular Utility PRC 201821415661.0 Mengshu Group 29 August 10 shovel (一種新型角 Model and Inner 2018 度鏟) Patent Mongolia Hesheng Ecological Technology Research Institute
48. A planter for barren Utility PRC 201821415614.6 Mengshu Group 29 August 10 slopes (一種荒坡用 Model and Inner 2018 播種機) Patent Mongolia Hesheng Ecological Technology Research Institute
49. Canopy ruler, Utility PRC 201920690252.X Mengshu Group 14 May 2019 10 diameter at breast Model and Inner height and botanical Patent Mongolia feature Hesheng measurement tools Ecological for both (冠幅尺、 Technology 胸徑尺及包括兩者 Research Institute 的植物特徵測量工 具)
50. An ecological slope Utility PRC 201921071879.3 Mengshu Group 9 July 2019 10 fixing device Model and Inner suitable for soil Patent Mongolia slope (一種用於土 Hesheng 質邊坡的生態固坡 Ecological 裝置) Technology Research Institute
51. A protective device Utility PRC 201921221128.5 Mengshu Group 30 July 2019 10 for tree grafting (一 Model and Inner 種樹木嫁接用保護 Patent Mongolia 裝置) Hesheng Ecological Technology Research Institute
52. An incubator that is Utility PRC 201921545147.3 Mengshu Group 18 September 10 easy to pull out (一 Model and Inner 2019 種便於抽拉的培養 Patent Mongolia 箱) Hesheng Ecological Technology Research Institute
− IV-35 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
53. An integrated frame Utility PRC 201921550137.9 Mengshu Group 18 September 10 for seedling raising Model and Inner 2019 and growing, which Patent Mongolia keeps the seedlings Hesheng warm and moist (一 Ecological 種保溫保濕通用育 Technology 苗、煉苗一體式裝 Research Institute 置骨架)
54. A culture container Utility PRC 202021636606.1 Mengshu Group 7 August 2020 10 that reduces Model and Inner cross-contamination Patent Mongolia (一種可降低交叉污 Hesheng 染的組培瓶) Ecological Technology Research Institute
55. A plant cleaning Utility PRC 202021636607.6 Mengshu Group 7 August 2020 10 device for rooted Model and Inner seedlings in tissue Patent Mongolia culture (一種植物組 Hesheng 培生根苗清洗裝置) Ecological Technology Research Institute
56. A hole puncher Utility PRC 202021636610.8 Mengshu Group 7 August 2020 10 (一種打孔器) Model and Inner Patent Mongolia Hesheng Ecological Technology Research Institute
57. One ultra-clean Utility PRC 202021636719.1 Mengshu Group 7 August 2020 10 inoculation table Model and Inner (一種超淨接種工作 Patent Mongolia 臺) Hesheng Ecological Technology Research Institute
58. A new rammer (一 Utility PRC 201922304354.6 Mengshu Group 20 December 10 種新型夯土機) Model and Guizhou 2019 Patent Mengshu Ecology
59. A film laying Utility PRC 201721169337.0 Beijing Mengshu 12 September 10 machine (一種地膜 Model Ecological 2017 覆蓋機) Patent
− IV-36 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
60. An anti-seasonal Utility PRC 201721142448.2 Beijing Mengshu 6 September 10 planting rail frame Model Ecological 2017 (一種反季節種植移 Patent 動導軌架)
61. A multi-functional Utility PRC 201721142457.1 Beijing Mengshu 6 September 10 drip irrigation Model Ecological 2017 fertilizer spreader Patent with film coating (一種多功能覆膜滴 灌施肥機)
62. A device for raising Utility PRC 201721169336.6 Beijing Mengshu 12 September 10 seedlings (一種育苗 Model Ecological 2017 器) Patent
63. A grass-laid brick Utility PRC 201721138784.X Beijing Mengshu 6 September 10 floor primary Model Ecological 2017 drainage system (一 Patent 種嵌草磚面層的基 層排水系統)
64. A pit packer (一種 Utility PRC 201721169339.X Beijing Mengshu 12 September 10 挖坑打包機) Model Ecological 2017 Patent
65. A convenient Utility PRC 201820130914.3 Beijing Mengshu 25 January 10 gardening ladder Model Ecological 2018 (一種便攜式園林工 Patent 作梯)
66. An ecological mat Utility PRC 201820087482.2 Beijing Mengshu 18 January 10 for anti-rust and Model Ecological and 2018 insect protection Patent Inner Mongolia (一種抗沖防蟲護坡 Hesheng 生態墊) Ecological Technology Research Institute
67. An ecological mat Utility PRC 201820087484.1 Beijing Mengshu 18 January 10 (一種生態墊) Model Ecological and 2018 Patent Inner Mongolia Hesheng Ecological Technology Research Institute
− IV-37 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
68. An ecological mat Utility PRC 201820088494.7 Beijing Mengshu 18 January 10 for ecological Model Ecological and 2018 protection of gullies Patent Inner Mongolia and ravines (一種應 Hesheng 用於溝壑區生態環 Ecological 境保護的生態墊) Technology Research Institute
69. An ecological mat Utility PRC 201820087415.0 Beijing Mengshu 18 January 10 for gullies in loess Model Ecological and 2018 hills (一種應用於黃 Patent Inner Mongolia 土丘陵地區溝壑區 Hesheng 的生態墊) Ecological Technology Research Institute
70. An ecological Utility PRC 201820087481.8 Beijing Mengshu 18 January 10 blanket for Model Ecological and 2018 ecological Patent Inner Mongolia restoration in gully Hesheng areas (用於溝壑區 Ecological 生態恢復的護坡生 Technology 態毯) Research Institute
71. A new adjustable Utility PRC 202020679959.3 Inner Mongolia 27 April 2020 10 municipal Model Hesheng landscaping trellis Patent Ecological (一種新型的調節式 Technology 市政景觀花架) Research Institute and Beijing Mengshu Ecological
72. An installation Utility PRC 202020679958.9 Inner Mongolia 27 April 2020 10 device and Model Hesheng municipal Patent Ecological streetlights included Technology (一種安裝裝置及包 Research Institute 含其的市政路燈) and Beijing Mengshu Ecological
− IV-38 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
73. An irrigation Utility PRC 202020679960.6 Inner Mongolia 27 April 2020 10 system for Model Hesheng landscaping (一種園 Patent Ecological 林綠化灌溉裝置) Technology Research Institute and Beijing Mengshu Ecological
74. A kerb tractor for Utility PRC 202020842631.9 Inner Mongolia 19 May 2020 10 municipal Model Hesheng landscaping projects Patent Ecological (一種用於市政景觀 Technology 工程的路緣石倒運 Research Institute 車) and Beijing Mengshu Ecological
75. A seedling truck for Utility PRC 202020842632.3 Inner Mongolia 19 May 2020 10 municipal greening Model Hesheng project and barren Patent Ecological mountain Technology reforestation (一種 Research Institute 用於市政綠化工程 and Beijing 及荒山造林的苗木 Mengshu 倒運車) Ecological
76. A municipal Utility PRC 202020679957.4 Inner Mongolia 27 April 2020 10 manhole cover (一 Model Hesheng 種市政井蓋) Patent Ecological Technology Research Institute and Beijing Mengshu Ecological
77. A municipal fence Utility PRC 202020685441.0 Inner Mongolia 27 April 2020 10 used for green belt Model Hesheng isolation (一種用於 Patent Ecological 綠化帶隔離的市政 Technology 護欄) Research Institute and Beijing Mengshu Ecological
− IV-39 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
78. A permeable grass Utility PRC 202020842633.8 Inner Mongolia 19 May 2020 10 planting brick (一種 Model Hesheng 透水植草磚) Patent Ecological Technology Research Institute and Beijing Mengshu Ecological
79. A rapid structural Utility PRC 201820853955.5 Inner Mongolia 4 June 2018 10 restoration of Model Hesheng gullies and ravines Patent Ecological in the loess hilly Technology area (適用於黃土地 Research Institute 區的溝壑區快速修 復結構)
80. A greenhouse Utility PRC 201721219399.8 Inner Mongolia 21 September 10 rolling seedling bed Model Hesheng 2017 (一種大棚溫室滾動 Patent Ecological 育苗床) Technology Research Institute and Inner Mongolia Mengshu Ecological
81. A greenhouse Utility PRC 201721218450.3 Inner Mongolia 21 September 10 rainwater harvesting Model Hesheng 2017 system (一種溫室雨 Patent Ecological 水收集利用系統) Technology Research Institute and Inner Mongolia Mengshu Ecological
82. A multi-layered Utility PRC 201721219397.9 Inner Mongolia 21 September 10 greenhouse seedling Model Hesheng 2017 bed (一種溫室育苗 Patent Ecological 多層育苗床) Technology Research Institute and Inner Mongolia Mengshu Ecological
− IV-40 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
83. A greenhouse bed Utility PRC 201721219398.3 Inner Mongolia 21 September 10 humidifier (一種溫 Model Hesheng 2017 室苗床加濕裝置) Patent Ecological Technology Research Institute and Inner Mongolia Mengshu Ecological
84. A rainwater Utility PRC 201721254161.9 Inner Mongolia 27 September 10 recycling and Model Hesheng 2017 collection device Patent Ecological for a greenhouse Technology roof with a series Research Institute of buildings (一種 and Inner 連棟溫室屋面雨水 Mongolia 回收彙集裝置) Mengshu Ecological
85. A dry creek Utility PRC 202021663998.0 Inner Mongolia 11 August 10 structure (一種旱溪 Model Mengshu 2020 結構) Patent Ecological and Inner Mongolia Hesheng Ecological Technology Research Institute
86. A sapling transport Utility PRC 201721141292.6 Inner Mongolia 6 September 10 device (一種樹苗搬 Model Mengshu 2017 運裝置) Patent Ecological
87. A device for raising Utility PRC 201721153747.6 Inner Mongolia 8 September 10 seedlings (一種育苗 Model Mengshu 2017 器) Patent Ecological
88. A rainwater Utility PRC 201721141293.0 Inner Mongolia 6 September 10 harvesting system Model Mengshu 2017 (一種雨水收集系統) Patent Ecological
89. An herbicide and Utility PRC 201721138729.0 Inner Mongolia 6 September 10 sand-blasting device Model Mengshu 2017 (一種除草劑混合噴 Patent Ecological 砂裝置)
− IV-41 − 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
Validity Period Patent Place of Registered Application (number No. Patent Name Type registration Patent Number Owner Date of years)
90. A device to Utility PRC 201721152860.2 Inner Mongolia 8 September 10 accelerate the Model Mengshu 2017 rooting of seedlings Patent Ecological (一種加速樹苗生根 裝置)
91. A seedling tree Utility PRC 201821217721.8 Inner Mongolia 27 July 2018 10 puller (一種樹苗起 Model Mengshu 樹機) Patent Ecological
92. Packing bags (corn) Appearance PRC 201430426559.1 Mengshu Group 24 October 10 (包裝袋（玉米）) Design 2014 Patent
93. Plant hanging signs Appearance PRC 201730498001.8 Mengshu Group 19 October 10 (植物掛牌) Design 2017 Patent
94. Plant information Appearance PRC 201730497985.8 Mengshu Group 19 October 10 display signs (1) Design 2017 (植物信息展示牌 Patent (1))
95. signage (指示牌) Appearance PRC 201730514337.9 Mengshu Group 26 October 10 Design 2017 Patent
96. Plant information Appearance PRC 201730498004.1 Mengshu Group 19 October 10 display signs (2) Design 2017 (植物信息展示牌 Patent (2))
97. Buildings (建築物) Appearance PRC 201830083053.3 Mengshu Group 6 March 2018 10 Design and Inner Patent Mongolia Hesheng Ecological Technology Research Institute
− IV-42 − 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
(b) Patents under application
As at the Latest Practicable Date, we have applied for the registration of the following patents, which we consider to be material to our business:
Type of Place of Name of Application No. Patent patent application applicant Application no. date
1. A cell-specific Invention PRC Mengshu Group 202010028234.2 10 January promoter and its use Patent 2020 for protection (一種 保衛細胞特異性啟動 子及用途)
2. A method of seedling Invention PRC Mengshu Group 202010359588.5 29 April preparation for Iris Patent and Inner 2020 (一種鳶尾組培苗的煉 Mongolia 苗方法) Hesheng Ecological Technology Research Institute
3. A tissue culture Invention PRC Mengshu Group 202010387594.1 9 May 2020 method for seedlings Patent and Inner of Syringa pubescens Mongolia and the method of Hesheng obtaining large Ecological seedlings of Syringa Technology pubescens quickly Research Institute (小葉丁香的組織培養 方法及快速獲取小葉 丁香大苗的方法)
4. A LgCCHC-20045 of Invention PRC Mengshu Group 202010707147.X 21 July 2020 Larix gmelinii Patent and Inner (Rupr.) Kuzen and Mongolia its coding gene and Hesheng application (一種興 Ecological 安落葉松 Technology lgCCHC-20045及其 Research Institute 編碼基因與應用)
5. Methods, devices, Invention PRC Inner Mongolia 201910422436.2 21 May 2019 equipment and Patent Mengshu storage medium for Ecological and predicting the growth Mengshu Group status of seedlings (苗木生長狀態預測方 法、裝置、設備和存 儲介質)
− IV-43 − 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
Type of Place of Name of Application No. Patent patent application applicant Application no. date
6. An ecological slope Invention PRC Beijing Mengshu 202110129384.7 29 January protection structure Patent Ecological and 2021 and slope protection Inner Mongolia production method Hesheng suitable for steep Ecological slopes (一種適用於陡 Technology 峭坡的生態護坡結構 Research Institute 及護坡製作方法)
7. A nutrient solution Invention PRC Inner Mongolia 201710978269.0 18 October that promotes rapid Patent Hesheng 2017 recovery of spruce Ecological trees (一種促進雲杉 Technology 樹勢快速恢復的營養 Research Institute 液)
8. A tissue culture Invention PRC Inner Mongolia 201811054581.1 11 method for Patent Hesheng September Euonymus bungeanus Ecological 2018 (一種桃葉衛矛的組織 Technology 培養方法) Research Institute
9. Intelligent irrigation Invention PRC Inner Mongolia 201911175122.3 26 method and device Patent Mengshu November (智能灌溉方法及裝 Ecological and 2019 置) Beijing Forestry University
10. Plant tissue culture Utility PRC Mengshu Group 202022539591.3 5 November toppling device (植物 Model and Inner 2020 組織培養傾倒裝置) Patent Mongolia Hesheng Ecological Technology Research Institute
11. Bottle washing Utility PRC Mengshu Group 202022539592.8 5 November device (瓶體清洗裝 Model and Inner 2020 置) Patent Mongolia Hesheng Ecological Technology Research Institute
− IV-44 − 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
Type of Place of Name of Application No. Patent patent application applicant Application no. date
12. Seedlings support Utility PRC Mengshu Group 202120119470.5 15 January device (苗木支撐裝 Model and Inner 2021 置) Patent Mongolia Hesheng Ecological Technology Research Institute
13. An ecological fence Utility PRC Beijing Mengshu 201820130912.4 25 January for landscaping (一種 Model Ecological 2018 園林用生態護欄) Patent
14. A multifunctional Utility PRC Beijing Mengshu 201820130953.3 25 January floor tile for Model Ecological 2018 landscaping (一種園 Patent 林綠化用多功能地板 磚)
15. A landscape lake Utility PRC Beijing Mengshu 201820130954.8 25 January water quality Model Ecological 2018 detection and alarm Patent device for landscaping (一種園 林用景觀湖水質檢測 報警裝置)
16. An irrigation system Utility PRC Beijing Mengshu 201820130999.5 25 January for landscaping (一種 Model Ecological 2018 園林綠化用灌溉裝置) Patent
17. An ecological slope Utility PRC Beijing Mengshu 202120268769.7 29 January protection structure Model Ecological and 2021 suitable for steep Patent Inner Mongolia slopes (一種適用於陡 Hesheng 峭坡的生態護坡結構) Ecological Technology Research Institute
18. A casting device Utility PRC Beijing Mengshu 202120270000.9 29 January used for roadside Model Ecological and 2021 stone backrest (一種 Patent Inner Mongolia 用於路緣石打靠背的 Hesheng 澆築裝置) Ecological Technology Research Institute
− IV-45 − 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
Type of Place of Name of Application No. Patent patent application applicant Application no. date
19. A plant-cultivation Utility PRC Beijing Mengshu 202120270101.6 29 January anti-drought water Model Ecological and 2021 protection device (一 Patent Inner Mongolia 種植物種植抗旱保水 Hesheng 裝置) Ecological Technology Research Institute
20. Planting device (種植 Utility PRC Beijing Mengshu 202120032595.4 5 January 裝置) Model Ecological and 2021 Patent Inner Mongolia Hesheng Ecological Technology Research Institute
21. Landscape Utility PRC Beijing Mengshu 202120032779.0 5 January maintenance device Model Ecological and 2021 (園林養護裝置) Patent Inner Mongolia Hesheng Ecological Technology Research Institute
22. Plant support frames Utility PRC Beijing Mengshu 202120032780.3 5 January (樹木支撐架) Model Ecological and 2021 Patent Inner Mongolia Hesheng Ecological Technology Research Institute
23. Seedlings Utility PRC Beijing Mengshu 202120032891.4 5 January transplanting device Model Ecological and 2021 (苗木移栽裝置) Patent Inner Mongolia Hesheng Ecological Technology Research Institute
24. Portable fertilizing Utility PRC Beijing Mengshu 202120032892.9 5 January device (便攜式施肥 Model Ecological and 2021 裝置) Patent Inner Mongolia Hesheng Ecological Technology Research Institute
− IV-46 − 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
Type of Place of Name of Application No. Patent patent application applicant Application no. date
25. Pit device for Utility PRC Beijing Mengshu 202120032911.8 5 January landscaping (園林綠 Model Ecological and 2021 化用挖坑裝置) Patent Inner Mongolia Hesheng Ecological Technology Research Institute
26. A filtering device Utility PRC Inner Mongolia 202121165442.3 27 May 2021 and pool (一種過濾 Model Hesheng 裝置及水池) Patent Ecological Technology Research Institute
27. Windbreaks for Utility PRC Inner Mongolia 202022265258.8 12 October seedlings (苗木防風 Model Mengshu 2020 障) Patent Ecological and Inner Mongolia Hesheng Ecological Technology Research Institute
Rights in New Varieties of Plants (植物新品種權)
(a) Rights in new varieties of plants for which registration has been granted
As at the Latest Practicable Date, we were the registered owner of the following rights in new varieties of plants which we believe are material to our business:
Rights in new Registration Place of No. varieties of plants Number Registration Registered Owner Effective date
1. Mengshu No. 1* 20170066 PRC Inner Mongolia 17 October (蒙樹1號楊) Hesheng Ecological 2017 Technology Research Institute
2. Mengshu No. 2* 20170067 PRC Inner Mongolia 17 October (蒙樹2號楊) Hesheng Ecological 2017 Technology Research Institute
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Rights in new Registration Place of No. varieties of plants Number Registration Registered Owner Effective date
3. Mengshu No. 3* 20190214 PRC Inner Mongolia 24 July 2019 (蒙樹3號楊) Hesheng Ecological Technology Research Institute
4. Mengshu Chiyan* 20180130 PRC Inner Mongolia 15 June 2018 (蒙樹赤焰) Hesheng Ecological Technology Research Institute
5. Mengshu Chimei* 20200115 PRC Inner Mongolia 29 July 2020 (蒙樹赤梅) Hesheng Ecological Technology Research Institute and Mengshu Group
6. Mengshu Chixing* 20200116 PRC Inner Mongolia 29 July 2020 (蒙樹赤星) Hesheng Ecological Technology Research Institute and Mengshu Group
(b) Rights in new varieties of plants under application
As at the Latest Practicable Date, we have applied for the registration of the following rights in new varieties of plants, which we consider to be material to our business:
Rights in new Place of Application Application No. varieties of plants application Name of applicant no. date
1. Danxia (丹霞) PRC Inner Mongolia 20200002 23 November Hesheng Ecological 2019 Technology Research Institute and Mengshu Group
2. Suimeiren (穗美人) PRC Inner Mongolia 20200003 23 November Hesheng Ecological 2019 Technology Research Institute and Mengshu Group
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Rights in new Place of Application Application No. varieties of plants application Name of applicant no. date
3. Zilinglong PRC Inner Mongolia 20200001 23 November (紫玲瓏) Hesheng Ecological 2019 Technology Research Institute and Mengshu Group
4. Mengjiao No. 1* PRC Inner Mongolia 20201001803 7 April 2020 (蒙嬌1號) Hesheng Ecological Technology Research Institute and Mengshu Group
5. Wujinzi (無盡紫) PRC Inner Mongolia 20200931 25 October Hesheng Ecological 2020 Technology Research Institute and Mengshu Group
6. Mengdi (蒙荻) PRC Inner Mongolia 2020989 18 November Hesheng Ecological 2020 Technology Research Institute and Mengshu Group
7. Zimingdeng PRC Beijing Mengshu 20200932 25 October (紫明燈) Ecological 2020
Copyrights
As at the Latest Practicable Date, we have registered the following copyrights which we consider to be material to our business:
Registration Place of Registration No. Copyrights Number Registration Registered Owner Date
1. Fun World of Meng Zuo Deng PRC Mengshu Group 1 February Seeds (種子世界趣 Zi 2020 味多) -2020-L-00004178
2. All About the Meng Zuo Deng PRC Mengshu Group 1 February Annual Ring (年 Zi 2020 輪知多少) -2020-L-00004179
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Registration Place of Registration No. Copyrights Number Registration Registered Owner Date
3. Why Do Plants Meng Zuo Deng PRC Mengshu Group 1 February Sweat (植物為什 Zi 2020 麼會出汗) -2020-L-00004177
4. “I’m Xiaoyu” Guo Zuo Deng PRC Mengshu Group 9 February Corn Pack (“我是 Zi 2015 小玉”玉米包裝) -2015-F-00171548
Domain names
As at the Latest Practicable Date, our Group had registered the following domain name which we believe is material to our business:
Domain Name Registrant Registration Date Expiry Date
蒙樹.商標 Mengshu Group 8 January 2018 8 January 2023 蒙樹.com Mengshu Group 6 September 2019 6 September 2024 mengshu.com.cn Mengshu Group 3 April 2015 3 April 2025 hsyl.com Mengshu Group 16 May 2003 16 May 2027 mengshu.cn Mengshu Group 9 March 2007 9 March 2027 hs-tree.cn Mengshu Group 16 May 2009 16 May 2022
Save as disclosed in the paragraph headed “2. Intellectual property rights of our Group” in this Appendix, our Group has not registered or held any trade or service marks, patents, copyrights, other intellectual or industrial property rights in relation to the business of our Group.
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C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
1. Interests and short positions of our Directors and chief executive in the Shares, underlying Shares and debentures of our Company and its associated corporations
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 which may be granted under the Share Option Scheme) the interests and short positions of our Directors or chief executive of our Company in the Shares, underlying Shares and debentures of our Company or any of the 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 any interests which they are taken or deemed to have under such provisions of the SFO) or will be required, pursuant to section 352 of the SFO, to be entered in the register as referred to therein, or will be required, or pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to our Company and the Stock Exchange, in each case once the Shares are [REDACTED] on the Stock Exchange, will be as follows:
(a) Long position in Shares
Approximate percentage of shareholding interests Number of of our Name of Director Capacity/Nature of interest Shares Company(5)
Mr. Zhao Interest of controlled corporation(2) 35,800,000 [REDACTED]%
Interest held jointly with another 206,598,880 [REDACTED]% person(3)
Ms. Guo Jinchun (郭瑾春) Interest of controlled corporation(4) 22,800,000 [REDACTED]%
Interest held jointly with another 206,598,880 [REDACTED]% person(3)
Mr. Ma Liming (馬黎明) Interest of controlled corporation(4) 22,800,000 [REDACTED]%
Interest held jointly with another 206,598,880 [REDACTED]% person(3)
Ms. Tie Ying (鐵英) Interest of controlled corporation(4) 22,800,000 [REDACTED]%
Interest held jointly with another 206,598,880 [REDACTED]% person(3)
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Notes:
(1) All interests stated are long positions.
(2) Zhao’s BVI Company is beneficially owned as to 100% by Mr. Zhao. Under the SFO, Mr. Zhao is deemed to be interested in all the Shares held by China Mengyang Ecological Company Limited.
(3) Mr. Zhao, Mr. Li, Mr. Qiu, Mr. Wang Shiwei, Mr. Zhang Zhiguang, Mr. Gao Yubao, Mr. Li Guangjun, Ms. Li Binbin, Mr. Ma Liming, Ms. Guo Jinchun, Mr. Li Jianjun and Ms. Tie Ying are parties acting in concert (having the meaning ascribed thereto in the Takeovers Code). As such, each of Mr. Zhao, Mr. Li, Mr. Qiu, Mr. Wang Shiwei, Mr. Zhang Zhiguang, Mr. Gao Yubao, Mr. Li Guangjun, Ms. Li Binbin, Mr. Ma Liming, Ms. Guo Jinchun, Mr. Li Jianjun and Ms. Tie Ying together with their respective holding companies (being Zhao’s BVI Company, Li’s BVI Company I, Li’s BVI Company II, Qiu’s BVI Company, Mengsheng BVI Company and Shenglin BVI Company, respectively) is deemed to be interested in all the Shares directly or indirectly held by each other.
(4) Shenglin BVI Company is beneficially owned as to approximately 34%, 26%, 21% and 19% by Mr. Ma Liming, Ms. Guo Jinchun, Mr. Li Jianjun and Ms. Tie Ying, respectively. Under the SFO, each of Mr. Ma Liming, Ms. Guo Jinchun, Mr. Li Jianjun and Ms. Tie Ying is deemed to be interested in the Shares held by Shenglin BVI Company.
(5) It is calculated based on the assumption that the [REDACTED] Investor Class Shares being fully converted into Shares on the basis of one Investor Class Share for one Share.
2. Interests and short positions of Substantial Shareholders in the Shares, and underlying Shares of our Company
Save as disclosed in the section headed “Substantial Shareholders” in this document, our Directors or chief executive of our Company are not aware of any other person, not being a Director or chief executive of our Company, who has any an interest or short position in the Shares and underlying Shares of our Company which, once the Shares are [REDACTED], would fall to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly interested in 10% or more of the issued voting shares of our Company.
3. Particulars of Directors’ service contracts and letters of appointment
Each of the executive Directors has entered into a service contract with our Company. The terms and conditions of each of such service contracts are similar in all material aspects and are briefly described as follows:
(a) Each service agreement is for an initial fixed term of [three] years commencing from the [REDACTED] Date and shall continue thereafter until it is terminated by either party by giving not less than [three] months’ notice in writing at any time after such initial fixed term to the other, provided that our Company may terminate the agreement by giving to our Director not less than [three] months’ prior notice in writing at any time after the date of the agreement. The appointment shall terminate automatically in the event of the executive Director ceasing to be a Director for whatever reason.
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(b) Under the arrangements currently proposed, conditional upon the [REDACTED], the annual remuneration (excluding payment pursuant to any discretionary benefits or bonus, granting of share options or other fringe benefits) payable by our Group to Mr. Zhao, Mr. Ma Liming, Ms. Tie Ying and Ms. Guo Jinchun will be approximately RMB1,620,000, RMB1,920,000, RMB820,000 and RMB720,000 respectively.
(c) Each of the executive Directors may be entitled to, if so recommended by our remuneration committee and approved by our Board at its absolute discretion, a discretionary bonus, the amount of which is determined with reference to the operating results of our Group and the performance of the executive Director.
Each of the non-executive Director has entered into a service agreement with our Company under which he/she is appointed for a period of [three] years commencing from the [REDACTED] Date. The annual director’s fee payable to Ms. Cui Hanzhang and Mr. Cheng Chi Leung, Albert under his/her letter of appointment is RMB20,000 and RMB20,000 respectively.
Each of the independent non-executive Director has entered into a letter of appointment with our Company under which each of them is appointed for a period of [one] year commencing from the [REDACTED] Date. The annual Director’s fee payable to each of Mr. Sun Baoping, Ms. Ge Xiaoping and Ms. Hao Chunhong under their respective letter of appointment shall be RMB120,000, RMB120,000 and RMB120,000 respectively. Save for the annual Director’s fees mentioned above, none of the independent non-executive Directors is expected to receive any other remuneration for holding his/her office as an independent non-executive Director.
Save as disclosed above, none of our Directors has or is proposed to have any service agreement with our Company or any of its subsidiaries (other than contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).
4. Remuneration of Directors
During the Track Record Period, our Directors confirmed that our Group’s remuneration policy for our Directors and senior management members of the subsidiaries were based on their experience, level of responsibility and general market conditions. Any discretionary bonus was linked to the business performance of our Group and the individual performance of such Directors and senior management members. Our Company intends to adopt the same remuneration policy after the [REDACTED], subject to the review by and the recommendations of our remuneration committee.
For each of the FY2018, FY2019 and FY2020, the aggregate amount of fees, salaries, allowances, discretionary payments, bonuses, contribution to pension schemes and equity-settled share option expense paid/payable by our Company and the companies now comprising our Group, to our Directors were approximately RMB1.4 million, RMB5.3 million and RMB8.6 million, respectively.
It is expected that the aggregate emoluments (excluding payment pursuant to any discretionary bonus or granting of share options) payable by our Group to our Directors (including the non-executive directors and independent non-executive Directors) for the year ending 31 December 2021 will be approximately RMB5.4 million.
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Save as disclosed above, none of our Directors received any remuneration or benefits in kind from our Group during the Track Record Period.
5. Disclaimers
(a) save as disclosed in the paragraph headed “C. Further information about our Directors and Substantial Shareholders” in this Appendix, none of our Directors or chief executive has any interest or short position in the shares, underlying shares or debentures of our Company or any of its associated corporations (within the meaning of Part XV of the SFO) immediately following the completion of the [REDACTED] and assuming that the [REDACTED] or any options granted under each of the [REDACTED] Share Option Schemes or the options which may be granted under the Share Option Scheme are not exercised, which will have to be notified to our Company and the Stock Exchange under Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he will be taken or deemed to have under the SFO) once the Shares are [REDACTED], or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein once the Shares are [REDACTED], or which will be required, pursuant to the Listing Rules relating to securities transactions by our Directors to be notified to our Company and the Stock Exchange, once the Shares are [REDACTED];
(b) so far as our Directors are aware, none of our Directors and experts referred to in the paragraph headed “F. Other Information — 6. Qualifications of experts” of this Appendix has any direct or indirect interest in the promotion of our Company, or in any assets which have within the two years immediately preceding the date of this document been acquired or disposed of by or leased to any member of our Group, or are proposed to be acquired or disposed of by or leased to any member of our Group;
(c) none of our Directors and experts referred to in the paragraph headed “F. Other Information — 6. Qualifications of experts” in this Appendix is materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of our Group taken as a whole;
(d) none of our Directors has any existing or proposed service agreements with any member of our Group, excluding agreements which are determinable by the employer within one year without payment of compensation other than statutory compensation;
(e) without taking into account any new Shares which may be allotted and issued upon the exercise of the [REDACTED] and any options which may be granted under each of the [REDACTED] Share Option Schemes or the options which may be granted under the Share Option Scheme are not exercise, our Directors are not aware of any person, not being a Director of our Company, who will, immediately following completion of the [REDACTED], be interested in or has short positions in the Shares or underlying shares of our Company which have to be notified to our Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO once the Shares are [REDACTED], 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 any other member of our Group;
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(f) none of the experts referred to in the paragraph headed “F. Other Information — 6. Qualifications of experts” of this Appendix has any shareholding in any member of our Group or the right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of our Group; and
(g) none of our Directors, their associates or any shareholder of our Company (which to the knowledge of our Directors owns more than 5% of our Company’s issued share capital) has any interest in our Group’s top five suppliers, top five subcontractors and top five customers during the Track Record Period.
6. Agency fees or commissions received
Information on the agency fees or commissions received by the [REDACTED] is set out in the section headed “[REDACTED]” in this document.
Save as disclosed herein and in the section headed “Directors and Senior management” in this document and the Accountants’ Report set out in Appendix I to this document, none of our Directors, or the experts named in the paragraph headed “F. Other Information — 6. Qualifications of experts” in this Appendix had received any agency fee, commissions, discounts, brokerages or other special terms in connection with the issue or sale of any capital of any member of our Group from our Group within the two years immediately preceding the date of this document.
7. Related party transactions
For details of the related party transactions of our Group entered into within two years immediately preceding the date of this document, please refer to note 43 to the Accountants’ Report set out in Appendix I to this document.
D. [REDACTED] SHARE OPTION SCHEMES
We have adopted the [REDACTED] Share Option Scheme I and the [REDACTED] Share Option Scheme II. As at the Latest Practicable Date, a total of 28,501,050 options have been granted to the Grantees under the schemes.
Total number of options granted to Grantees under the Name of Scheme Scheme
[REDACTED] Share Option Scheme I 5,896,000 [REDACTED] Share Option Scheme II 22,605,050
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1. [REDACTED] Share Option Scheme I
The following is a summary of the principal terms of the [REDACTED] Share Option Scheme I adopted on 23 July 2019 and amended on 30 December 2019 and 30 May 2021.
(a) Purpose
The [REDACTED] Share Option Scheme I is established to motivate the [REDACTED] Eligible Participants (as defined in sub-paragraph (b)) who are possessed of skills and experiences to work hard for the future growth and expansion of the Group by providing them with an opportunity to obtain the equity of the Company.
(b) Who may join
Our Board may, at its sole discretion, grant any option to any employee who had contributed or will contribute to the Group (“[REDACTED] Eligible Participants”).
(c) Maximum number of Shares available for subscription
The maximum number of Shares in respect of which options may be granted under the [REDACTED] Share Option Scheme I is 5,896,000 Shares.
(d) Exercise Price of options
The exercise price in respect of options granted under the [REDACTED] Share Option Scheme I is RMB2.56 per Share.
(e) Grant of options
Pursuant to the terms of the [REDACTED] Share Option Scheme I and subject to the terms of the [REDACTED] Share Option Scheme I, the Board, with the assistance of the senior management team, has the right (but no obligation) to make grants to any participant at its discretion at any time from 30 May 2021 (the “[REDACTED] Share Option Scheme Adoption Date”) until the day before the printing of this Document or the date of termination approved by the general meeting or the Board, whichever is earlier. Such grant shall state the terms or conditions of the grant of the options.
The Board may, in its sole discretion, determine whether all or any of the options granted or proposed to be granted under the [REDACTED] Share Option Scheme I shall be settled upon allotment of Shares. Any such determination may be made on a case-by-case basis or in aggregate at any time prior to the date of grant or vesting of such options, the Board shall notify the relevant [REDACTED] Share Option Scheme participant (the “Grantee”) of such determination.
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A grant shall be made to a participant by notice in such form as the Board may from time to time determine (the “Grant Notice”), requiring such participant to undertake to hold the option in accordance with the terms of the option granted and subject to the terms of the [REDACTED] Share Option Scheme I and any other terms and conditions contained in the Grant Notice, for such period as the Board may determine, provided that such grant shall cease to be acceptable after the expiry of such period or after the participant receiving the grant ceases to be a participant.
The time of acceptance of the grant shall be when the Company receives from the Grantee a Grant Notice duly signed by the Grantee and a remittance in the amount of HK$1.00 or such other amount in any other currency as the Board may determine as the consideration for the grant of the option. Such remittance will not be refunded under any circumstances.
The grant may be accepted in full. If the grant is not accepted in the prescribed manner and within the prescribed period, the grant will be deemed to have been irrevocably rejected and will lapse.
(f) Exercise of options
The options shall be owned only by the Grantee and shall not be assigned or transferred by the Grantee. The Grantee shall not sell, assign, pledge or charge any option, directly or indirectly, or create any interest in or for the benefit of any third party in any option in any manner whatsoever.
Subject to requirements under the terms of the [REDACTED] Share Option Scheme I, the Grantee may exercise the options in whole or in part (but, if exercised only in part, in respect of a board lot of Shares or integral multiples thereof) in the manner set out under the terms of the [REDACTED] Share Option Scheme I by giving written notice to the Company specifying that the options will be exercised and the number of Shares in respect of which the options will be exercised. The form of notice of exercise is set out in the terms of the [REDACTED] Share Option Scheme I. Each such notice shall be accompanied by payment of the aggregate exercise price in such manner as the Board of Directors may deem acceptable. Within ten business days after receipt of the notice, the Company shall accordingly, at the sole discretion of the Board but subject to the terms of the [REDACTED] Share Option Scheme I, allot to the Grantee such number of Shares to be recorded as fully paid and issue to the Grantee (or its escrow agent) a certificate of Shares in respect of such Shares. The exercise of the options by the Grantee shall not violate the terms or conditions of the [REDACTED] Share Option Scheme I and the applicable laws, regulations, rules and requirements of any relevant country or jurisdiction.
Subject to any restrictions applicable under the Listing Rules, the Grantee may exercise the options during the exercisable period in accordance with the terms of the [REDACTED] Share Option Scheme I and the terms of the grant of the options. If the vesting of the Shares underlying the options is subject to the satisfaction or fulfillment of other conditions set out in the terms of the [REDACTED] Share Option Scheme I and such conditions are not satisfied, the options shall automatically lapse on the date on which such conditions are not satisfied in respect of the Shares underlying the options.
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No dividend or distribution shall be payable on the underlying Shares in respect of any outstanding option. Subject as the aforesaid, the Shares allotted upon the exercise of an option shall be subject to the memorandum and articles of association of the Company, and shall rank pari passu in all respects with the fully paid Shares in issue on the date of allotment of Shares on the exercise of the option and shall carry the same rights in voting, receipt of dividend, transfer, etc. (including the rights arising upon the winding up of the Company) and, without prejudice to the foregoing, such Shares shall entitle the holders thereof to receive all dividends or other distributions payable or made on or after the date of allotment of Shares, provided that no holder shall be entitled to receive any dividend or distributions if the registration date of such dividends were declared, recommended or resolved to be paid or made prior to the date of allotment of Shares.
(g) Vesting date
With respect to the [REDACTED] Share Option Scheme I, the vesting date represents (1) 31 December 2022; or (2) the [REDACTED] Date if the Company completes its [REDACTED] before the end of the year 2022. Each option granted under the [REDACTED] Share Option Scheme I is subject to the following vesting schedule:
Vesting date Percentage of option vested
(1) 31 December 2022; 100% (2) the [REDACTED] Date if the Company completes its [REDACTED] before the end of the year 2022 100%
(h) Lapse of options
An option or any part of it shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:
(i) the expiry of exercisable period (subject to the requirements of the [REDACTED] Share Option Scheme I);
(ii) the date on which the Grantee ceases to be an employee of our Group;
(iii) the expiry of each of the period of a general offer or a takeover made to the Shareholders;
(iv) the date when the compromise or commencement of the arrangement between our Company and our Shareholder or creditors becomes effective;
(v) the date of the commencement of the winding-up of our Company;
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(vi) if the employment or service relationship between the Grantee and the Company or any subsidiary of the Company is terminated for reasons other than causes (including resignation, retirement, death, disability or non-renewal of employment or service agreement before its expiry for reasons other than cause) prior to the expiry of the exercisable period of any option, the option (if not yet exercised) shall automatically lapse and shall cease to be exercisable. In such case, notwithstanding any other terms under which the options are granted, the Board shall, at its discretion, determine and notify the Grantee whether the Grantee shall be entitled, after the termination of employment or services, to exercise the options (to the extent outstanding) in respect of the Shares vested and unvested as at the date of termination of the Grantee’s employment or services and the period for which such options may be exercised. With respect to the [REDACTED] Share Option Scheme I, causes represent the events which would entitle any members of the Group to terminate the employment or service of the Grantee with immediate notice without compensation in accordance with the employment or service agreement, or if not stipulated in the employment or service agreement, refer to (a) theft, infringement, fraud, dishonesty, immoral or similar acts or criminal acts; (b) material breach of the agreement or understanding between the Grantee and the Group, including any applicable invention transfer, employment, prohibition of depreciation, prohibition of competition, confidential or other similar agreements; (c) misrepresentation or omission of any facts in relation to its employment agreement or service agreement; (d) the failure of performance by employees of any members of the Group of reasonable instructions from superiors or compliance with the Group’s policies or customary obligations of code of conduct in a way that is determined by the Group, in its discretion, to its satisfaction; or (e) any acts that materially and adversely affect the fame, reputation, or interests of the Group;
(vii) the date on which the Grantee (whether intentionally or otherwise) commits a breach of paragraph (f);
(viii) the date when the Grantee declares bankruptcy or reaches any mutual arrangement or compromise with his/her creditors;
(ix) the date on which the Grantee violates any applicable laws, regulations, rules and requirements of any relevant countries or jurisdictions;
(x) the date on which the Grantee commits a breach of the employment agreement or service agreement reached with the Group or any of its members; and
(xi) in regards of the Shares underlying the options subject to the performance or other vesting conditions, the date on which the vesting conditions of the options or Shares had yet been met.
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In the case of termination of employment or services of a Grantee by any member of the Group, such Grantee may exercise the option during its term as long as the option is vested and until the end of the Exercisable Period as described below:
End of the exercisable End of the exercisable period (if the service was period (if the service was ended before the ended on or after the Reason for the termination [REDACTED] Date) [REDACTED] Date)
Termination due to disability 30 days from the six months from the [REDACTED] Date or six termination months from the termination, whichever occurs later
Termination by death 30 days from the six months from the [REDACTED] Date or six termination months from the termination, whichever occurs later
The Board shall have the power to determine whether the employment or services of the Grantee have been terminated for cause and to determine the effective date of such termination for cause, and such determination by the Board shall be final and conclusive.
If the employment or service relationship between the Grantee and the Company or any subsidiary of the Company is terminated for reasons other than cause (including resignation, retirement, death, disability or non-renewal of employment or service agreement before its expiry for reasons other than cause) prior to the expiry of the exercisable period of any option, the option (if not yet exercised) shall automatically lapse in accordance with the terms of the [REDACTED] Share Option Scheme I and shall cease to be exercisable. In such case, notwithstanding any other terms under which the options are granted, the Board shall, at its discretion, determine and notify the Grantee whether the Grantee shall be entitled, after the termination of employment or services, to exercise the options (to the extent outstanding) in respect of the Shares vested and unvested as at the date of termination of the Grantee’s employment or services and the period for which such options may be exercised.
If the Board determines that such options shall not be exercised with respect to some or all of the underlying Shares after the termination of employment or service, then such options shall automatically lapse with respect to such underlying Shares, with the effective date of lapse being the date of termination of the Grantee’s employment or service.
(i) Lock-up
Grantees shall not dispose of any Shares obtained by the exercise of options granted under the [REDACTED] Share Option Scheme I before:
(a) an [REDACTED] (for the purpose of the [REDACTED] Share Option Scheme I, an [REDACTED] means an [REDACTED] and [REDACTED] of ordinary shares of the [REDACTED] vehicle, in compliance with applicable laws and stock exchange rules, on the New York Stock Exchange, the Hong Kong Stock Exchange or the Nasdaq National Market.); or
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(b) Both Fort Minor and Chili Roost sell the Shares of the Company held by them. whichever occurs earlier.
In addition, the Shares held by the Grantee through any exercise of the options are subject to the following lock-up requirements, the specific arrangements for which are:
(a) one year beginning on the date of vesting of the option, the number of Shares a Grantee may dispose shall not be more than one-third of the total Shares he/she is entitled to hold through any exercises; and
(b) two years beginning on the date of vesting of the option, the number of Shares a Grantee may dispose shall not be more than two-third of the total Shares he/she is entitled to hold through any exercises.
In other words, if the Grantee does not dispose of any Shares during the one-year period beginning on the vesting date, he/she may dispose of up to two-thirds of the total number of Shares he/she is entitled to hold by any exercise in the second year beginning on the vesting date, and he/she may dispose of all of the Shares he/she is entitled to hold by any exercise in the third year beginning on the vesting date.
(j) Reorganisation of capital structure
If the capital structure of the Company is changed as a result of a capitalisation issue (as defined in the Listing Rules), or a subdivision (other than as described above in this section, the change of capital structure of the Company as a result of the issue of Shares as consideration for a transaction to which the Company or any of its subsidiaries is a party or as a result of any options, restricted shares or other equity-based incentive schemes of the Company), as required under applicable law and the Listing Rules prior to an [REDACTED], and any options remain unvested or vested but have not been exercised and/or settled, adjustments, if any, shall be made accordingly in respect of the followings:
(a) The maximum number of Shares to be granted under the scheme;
(b) the number of Shares or value of any unvested, unexercised option or exercised but unsettled option; and/or
(c) the exercise price,
or simultaneous adjustment of the aforesaid items, where:
(x) any such adjustment shall be made so that the Grantee shall be entitled to the same proportion of the share capital of the Company as the Grantee was previously entitled to; and
(y) notwithstanding the requirements under paragraph (x) above, any adjustment resulting from the issuance of securities with a dilutive effect (such as a capitalisation issue) shall be made on the basis of similar share factors used in the accounting standard for adjusting the amount of earnings per share, provided that no such adjustment shall result in the issue of shares at a price below their par value. In respect of any such adjustment, the Company’s auditors or independent financial adviser, as the case may be, shall write to the Board confirming in writing that they consider such adjustment to be fair and reasonable.
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The Company shall engage the Company’s auditor or independent financial advisor to certify in writing to all Grantees or any particular Grantee that, the adjustments made by the Company pursuant to the terms of the [REDACTED] Share Option Scheme I comply with the requirements set out in the terms of the [REDACTED] Share Option Scheme I. The auditor or independent financial advisor, as the case may be, of the Company under the terms of the [REDACTED] Share Option Scheme I shall be an expert and not an umpire and such certification shall be conclusive and binding on the Company and the Grantee in the absence of manifest error. The fee of the auditor or the independent financial advisor (as the case may be) shall be borne by the Company.
(k) Amendment to the [REDACTED] Share Option Scheme I
Unless otherwise provided in the terms of the [REDACTED] Share Option Scheme I, the Board may amend any of the terms of the [REDACTED] Share Option Scheme I at any time.
Without the prior approval by the Shareholders of the Company in a general meeting of the Company, the specific requirements of the [REDACTED] Share Option Scheme I relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantages of Grantees, and no alteration to the authority of the Board in relation to amendment of the terms of the [REDACTED] Share Option Scheme I shall be allowed.
Any amendment of a material nature to the terms and conditions of the [REDACTED] Share Option Scheme I or any change to the terms of an option granted must be approved by the Company’s Shareholders in the general meeting of the Company, except to the extent that the amendment or change is automatically effective under the existing terms of the [REDACTED] Share Option Scheme I. Any Shareholder who has a material interest in the amendment of the terms and conditions of the [REDACTED] Share Option Scheme I (the “Amendment”) or the variation of the terms of the options (the “Variation”) or any Shareholder who is a connected person of any [REDACTED] Eligible Participant shall recuse himself/herself from voting on the resolution approving the Amendment and/or the Variation. The decision of the Board as to the materiality of the proposed Amendment to the terms and conditions of the [REDACTED] Share Option Scheme I shall be conclusive. Any Director who has a material interest in the Amendment and/or Variation or who is a related party of any [REDACTED] Eligible Participant shall recuse himself/herself from voting on the resolution to determine the materiality of any proposed Amendment and/or Variation.
(l) Administration of our Board
The [REDACTED] Share Option Scheme I shall be subject to the administration of our Board, and the decisions of the Board relating to all matters arising out of the [REDACTED] Share Option Scheme I or its interpretation or effect shall, unless otherwise provided in the [REDACTED] Share Option Scheme I, be final and binding on all parties. The Board shall have the power to (a) explain the contents of the [REDACTED] Share Option Scheme I, (b) determine the persons, if any, to whom options shall be granted under the [REDACTED] Share Option Scheme I, (c) determine the number and exercise price of the Shares to which the options relate, (d) subject to the terms of the [REDACTED] Share Option Scheme I, make adjustments which the Board deemed necessary to the terms of the [REDACTED] Share Option Scheme I and the terms of the options granted under the
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[REDACTED] Share Option Scheme I, and to notify the relevant Grantee in writing of such adjustments, and (e) make such other decisions or determinations as it deems appropriate with respect to the offer, vesting, exercise and/or administration of the [REDACTED] Share Option Scheme I, provided that such decisions or determinations will not violate the Listing Rules.
(m) Termination
The Company by ordinary resolution in a general meeting or the Board may at any time terminate the [REDACTED] Share Option Scheme I and in such event no further options shall be offered or granted but the provisions of the [REDACTED] Share Option Scheme I in relation to any options (to the extent not already exercised) granted during the valid period prior to the termination of the [REDACTED] Share Option Scheme I shall remain in full force and effect.
(n) Summary of Grantees
As at the Latest Practicable Date, the Company granted an aggregate of 5,896,000 options to a total of 13 grantees, representing [REDACTED]% of the issued share capital of our Company immediately following the [REDACTED], taking no account of Shares which may be issued pursuant to the exercise of the [REDACTED] or Shares which may be issued upon the exercise of options granted under the [REDACTED] Share Option Scheme I and options which may be granted under the [REDACTED] Share Option Scheme I. Details of the Grantees who have been granted options under the [REDACTED] Share Option Scheme I are set out below:
Percentage of the issued share capital of our Company upon completion of Number of the Main position Shares subject [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Mr. Zhao Chairman and No. 102, Unit 2, No. 3 2,358,400 [REDACTED]% chief executive Building, District D, officer Qiaohua Century Village, University East Road, Saihan District, Hohhot, Inner Mongolia, PRC
Ma Liming Vice president 6#-1-1 Lingnan 898,400 [REDACTED]% Zhujing, Shengle Economic Park, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon completion of Number of the Main position Shares subject [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Feng Weiping Vice president Room 102, Unit 1, 441,300 [REDACTED]% Building 15, Jinhewan Community, Saihan District, Hohhot, Inner Mongolia, PRC
Li Jianjin Vice president Room 131, Building 303,400 [REDACTED]% G4, Yuanyuan Community, Shengle Town, Helinger County, Hohhot, Inner Mongolia, PRC
He Yingzhi Vice president East House, 1st Floor, 248,300 [REDACTED]% Unit 1, Zhaojun Building 7, Shengle Economic Park, Hohhot, Inner Mongolia, PRC
Tie Ying Vice president No. 1202, Unit 3, No. 280,000 [REDACTED]% 1 Upper Building, Dianli Jia Yuan, Saihan District, Hohhot, Inner Mongolia, PRC
Guo Jinchun Vice president No. 402, Unit 3, No. 2 220,700 [REDACTED]% Building, Fifth District, Juhai City, Saihan District, Hohhot, Inner Mongolia, PRC
Hao Fugui Assistant to Room 501, Unit 4, No. 253,100 [REDACTED]% president 7, Juhua Park, Qiaohua Century Village, Daxue Road, Saihan District, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon completion of Number of the Main position Shares subject [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Yang Chenglin Director West House, 6th Floor, 193,100 [REDACTED]% Unit 4, Building 2, Fenghua Apartment, Shengle Economic Park, Helinger County, Hohhot, Inner Mongolia, PRC
Cheng Yulai General West House, 5th Floor, 193,100 [REDACTED]% manager of Room 502, Unit 1, sales and Building 17, No. 9 marketing District, Juhai City, department Saihan District, Hohhot, Inner Mongolia, PRC
Wang Tiesuo General East House, 4th Floor, 193,100 [REDACTED]% manager of Unit 1, Building 17, business Xuefu Jia Yuan, department Shengle Economic Development Zone, Helinger County, Inner Mongolia, PRC
Wang Yanlong Assistant to No. 14, Unit 3, 193,100 [REDACTED]% president Building 2, Forestry Bureau, Saihan District, Zhongzhuan Road, Saihan District, Hohhot, Inner Mongolia, PRC
Wang Hongxia Director Room 101, Unit 4, 120,000 [REDACTED]% Building 20, Mujisuo Community, Shandan Street, Saihan District, Hohhot, Inner Mongolia, PRC
Total 5,896,000 [REDACTED]%
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2. [REDACTED] Share Option Scheme II
The following is a summary of the principal terms of the [REDACTED] Share Option Scheme II adopted on 23 July 2019 and amended on 30 December 2019 and 30 May 2021.
The principal terms of the [REDACTED] Share Option Scheme II are substantially the same as the terms of the [REDACTED] Share Option Scheme I except that:
(a) The maximum number of Shares available for subscription
The maximum number of Shares in respect of which options may be granted under the [REDACTED] Share Option Scheme II is 22,605,050 Shares.
(b) Vesting date
With respect to the [REDACTED] Share Option Scheme II, the vesting date represents (1) 31 December 2022; (2) the target [REDACTED] date as defined in the Shareholders’ Agreement, which in any event shall be completed no later than the fifth anniversary of the date of settlement of the Shareholders’ Agreement; or (3) the date on which Fort Minor and Chili Roost do not hold any type of equity interest in the Group, whichever occurs earlier. Each option granted under the [REDACTED] Share Option Scheme II is subject to the following vesting schedule:
Vesting date Percentage of option vested
(1) 31 December 2022 The percentage of option vested is determined in accordance with the profit performance of the Group
(2) The target [REDACTED] date as defined in the 100% Shareholders’ Agreement, which in any event shall be completed no later than the fifth anniversary of the date of settlement of the Shareholders’ Agreement; or
(3) the date on which Fort Minor and Chili Roost 100% do not hold any type of equity interest in the Group.
(whichever is earlier)
(c) Vesting conditions and performance targets for [REDACTED] Share Option Scheme II
Subject to the terms and conditions of the [REDACTED] Share Option Scheme II, the percentage of vesting of options granted to the Grantees on 31 December 2022 shall be in accordance with the profit performance of the Group.
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(d) Lock-up
The Shares held by the Grantee through any exercise of the options are subject to the following lock-up requirements, the specific arrangements for which are:
(a) one year beginning on the date of vesting of the option, the number of Shares a Grantee may dispose shall not be more than one-third of the total Shares he/she is entitled to hold through any exercises; and
(b) two years beginning on the date of vesting of the option, the number of Shares a Grantee may dispose shall not be more than two-third of the total Shares he/she is entitled to hold through any exercises.
In other words, if the Grantee does not dispose of any Shares during the one-year period beginning on the vesting date, he/she may dispose of up to two-thirds of the total number of Shares he/she is entitled to hold by any exercise in the second year beginning on the vesting date, and he/she may dispose of all of the Shares he/she is entitled to hold by any exercise in the third year beginning on the vesting date.
(e) Summary of Grantees
As at the Latest Practicable Date, the Company granted an aggregate of 22,605,050 options to a total of 36 grantees, representing [REDACTED]% of the issued share capital of our Company immediately following the [REDACTED], taking no account of Shares which may be issued pursuant to the exercise of the [REDACTED] or Shares which may be issued upon the exercise of options granted under the [REDACTED] Share Option Scheme II and options which may be granted under the [REDACTED] Share Option Scheme II. Details of the Grantees who have been granted options under the [REDACTED] Share Option Scheme II are set out below:
Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Mr. Zhao Chairman and No. 102, Unit 2, No. 3 9,042,020 [REDACTED]% chief executive Building, District D, officer Qiaohua Century Village, University East Road, Saihan District, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Ma Liming Vice president 6#-1-1 Lingnan 2,524,000 [REDACTED]% Zhujing, Shengle Economic Park, Hohhot, Inner Mongolia, PRC
Feng Weiping Vice president Room 102, Unit 1, 1,965,530 [REDACTED]% Building 15, Jinhewan Community, Saihan District, Hohhot, Inner Mongolia, PRC
Li Jianjin Vice president Room 131, Building 1,377,300 [REDACTED]% G4, Yuanyuan Community, Shengle Town, Helinger County, Hohhot, Inner Mongolia, PRC
He Yingzhi Vice president East House, 1st Floor, 513,300 [REDACTED]% Unit 1, Zhaojun Building 7, Shengle Economic Park, Hohhot, Inner Mongolia, PRC
Tie Ying Vice president No. 1202, Unit 3, No. 550,000 [REDACTED]% 1 Upper Building, Dianli Jia Yuan, Saihan District, Hohhot, Inner Mongolia, PRC
Guo Jinchun Vice president No. 402, Unit 3, No. 2 456,200 [REDACTED]% Building, Fifth District, Juhai City, Saihan District, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Chen Xuena Vice president No. 6, Unit 3, Building 400,000 [REDACTED]% 12, Jinyu Wenyuan (North District), Qiaokao West Street, Hohhot, Inner Mongolia, PRC
Hao Fugui Assistant to Room 501, Unit 4, No. 509,200 [REDACTED]% president 7, Juhua Park, Qiaohua Century Village, Daxue Road, Saihan District, Hohhot, Inner Mongolia, PRC
Yang Chenglin Director West House, 6th Floor, 399,200 [REDACTED]% Unit 4, Building 2, Fenghua Apartment, Shengle Economic Park, Helinger County, Hohhot, Inner Mongolia, PRC
Cheng Yulai General West House, 5th Floor, 399,200 [REDACTED]% manager of Room 502, Unit 1, sales and Building 17, No. 9 marketing District, Juhai City, department Saihan District, Hohhot, Inner Mongolia, PRC
Wang Tiesuo General East House, 4th Floor, 399,200 [REDACTED]% manager of Unit 1, Building 17, business Xuefu Jia Yuan, department Shengle Economic Development Zone, Helinger County, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Wang Yanlong Assistant to No. 14, Unit 3, 399,200 [REDACTED]% president Building 2, Forestry Bureau, Saihan District, Zhongzhu Road, Saihan District, Hohhot, Inner Mongolia, PRC
Wang Hongxia Director 101, Unit 4, Building 338,100 [REDACTED]% 20, Mujisuo Community, Shandan Street, Saihan District, Hohhot, Inner Mongolia, PRC
Zheng Wenyan Assistant to Room 3102, Unit 3, 342,200 [REDACTED]% president Building 4, Wanda District B, Hongshan District, Chifeng City, Inner Mongolia, PRC
Fan Yu General Room 1102, Unit 2, 256,600 [REDACTED]% manager of Building 6, Dongfang Beijing Design Vienna, Ruyi Institute Development Zone, Saihan District, Hohhot, Inner Mongolia, PRC
Zhang Weiwei General No. 803, Building 10, 199,600 [REDACTED]% Manager of Yorkshire Second Gansu Design Group, Country Institute Garden, Chengguan District, Lanzhou City, Gansu Province, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Bai Xueying Director Unit 1101, Unit 4, 171,100 [REDACTED]% Building 1, Park Shijia Community, Xincheng District, Hohhot, Inner Mongolia, PRC
Shan Xingtao Director Room 2703, Unit 3, 148,300 [REDACTED]% Building 9, Huijing, Yongtai City, Baotou Street, Saihan District, Hohhot, Inner Mongolia, PRC
Chen Dong Director Room 202, Unit 2, 171,100 [REDACTED]% Building 9, Nanhu Lishe Community, Binhe South Road, Yuquan District, Hohhot, Inner Mongolia, PRC
Jiao Chuanbing General Room 102, Unit 2, 193,900 [REDACTED]% manager of Building 8, Lane 4, sales and Xinggongyuan, marketing Liangxiang, Fangshan department District, Beijing, PRC
Wang Qingsong General Room 1905, Building 193,900 [REDACTED]% manager of 25, Tuscany business Community, Dianchang department Road, Huiji District, Zhengzhou City, Henan Province, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Peng Rui Deputy general Room 1702, Unit 2, 171,100 [REDACTED]% manager of Building 10, Huijing, engineering Yongtai City, Hohhot, department Inner Mongolia, PRC
Tan Xiaobo Director No. Unit 2101, Unit 1, 148,300 [REDACTED]% Building 1, Dijian Haoting Community, Mingxiu Alley, Hailar Street, Xincheng District, Hohhot, Inner Mongolia, PRC
Zhao Guiping Deputy director H4251, Yuanyuan 148,300 [REDACTED]% Community, Shengle Economic Park, Hohhot, Inner Mongolia, PRC
Wen Yuan Senior manager Room 503, Unit 1, 148,300 [REDACTED]% Building 2-1, Zhonghai Lanwan, Dongying South Road, Saihan District, Hohhot, Inner Mongolia, PRC
Jia Yanchun Deputy director Unit 201, Building 2, 114,100 [REDACTED]% Dongyiyuan Community, Public Security Department, Hailar East Road, Xincheng District, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Quan Xin Deputy director West House, 2nd Floor, 114,100 [REDACTED]% West Unit, Building 2, Inner Mongolia Coal Supervision Bureau Dormitory, Guziban Lane, Zhongshan East Road, Xincheng District, Hohhot, Inner Mongolia, PRC
Li Zhongyuan Deputy director Room 602, Unit 2, 114,100 [REDACTED]% Building 5, South District, Phase I, Taoyuan Shuixie, Qingkai Street, Huimin District, Hohhot, Inner Mongolia, PRC
Zhang Honghong Deputy director Room 702, Unit 1, 114,100 [REDACTED]% 29th Floor, Jinhewan Community, Saihan District, Hohhot, Inner Mongolia, PRC
Liu Yang Deputy director Room 2-3, Building 6, 114,100 [REDACTED]% East District, Agricultural University, Saihan District, Hohhot, Inner Mongolia, PRC
Zhao Zhihui Senior manager Room 1201, Unit 1, 79,800 [REDACTED]% Building 2, Wendu World City, Shiyang Bridge South Road, Yuquan District, Hohhot, Inner Mongolia, PRC
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Percentage of the issued share capital of our Company upon Number of completion of Main position Shares subject the [REDACTED] Name of Grantee in our Group Address to the option (approximately)
Cao Chunguang Senior manager Room 10-5-201, 79,800 [REDACTED]% Yajingyuan, Shangyuan Community, Jinchuan Development Zone, Hohhot, Inner Mongolia, PRC
Liu Xiaoqin Deputy director Room 1301, Unit 2, 79,800 [REDACTED]% Building 8, Jingneng Garden, Tengfei Road, Saihan District, Hohhot, Inner Mongolia, PRC
Wang Xujun Deputy general Room 602, Unit 4, 150,000 [REDACTED]% manager of Building 29, Shuixie engineering Huadu, Jinchuan department Development Zone, Hohhot, Inner Mongolia, PRC
Wang Zhiming Hotel general Room 304, Unit 1, 80,000 [REDACTED]% manager Building 1, Tianyanglou Community, Sipu Village, Shengle Economic Park, Helinger County, Hohhot, Inner Mongolia, PRC
Total 22,605,050 [REDACTED]%
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E. POST-[REDACTED] SHARE OPTION SCHEME
The principal terms of the Post-[REDACTED] Share Option Scheme conditionally adopted under the written resolutions of our Shareholders of our Company passed on [●] are set out below:
(a) Purpose
The purpose of the Post-[REDACTED] Share Option Scheme is to enable our Group to grant options to selected participants as incentives or rewards for their contribution to our Group. Our Directors believe the Post-[REDACTED] Share Option Scheme will enable our Group to reward our employees, our Directors and other selected participants for their contributions to our Group. Given that our Directors are entitled to determine the performance targets to be achieved as well as the minimum period that an option must be held before an option can be exercised on a case by case basis, and that the exercise price of an option cannot in any event fall below the price stipulated in the Listing Rules or such higher price as may be fixed by our Directors, it is expected that grantees of an option will make an effort to contribute to the development of our Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the options granted.
(b) Who may join
Our Directors (which expression shall, for the purpose of this paragraph, include a duly authorized committee thereof) may, at their absolute discretion, invite any person belonging to any of the following classes of participants, who our Board considers, in its sole discretion, have contributed or will contribute to our Group, to take up options to subscribe for Shares (collectively the “Eligible Participants”):
(i) any directors (including executive Directors, non-executive Directors and independent non-executive Directors) and employees of any member of our Group; and
(ii) any advisers, consultants, distributors, contractors, customers, suppliers, agents, business partners, joint venture business partners, service providers of any member of our Group.
For the purposes of the Post-[REDACTED] Share Option Scheme, the options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of participants. For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of our Group to any person who falls within any of the above classes of participants shall not, by itself, unless our Directors otherwise so determine, be construed as a grant of option under the Post-[REDACTED] Share Option Scheme.
The eligibility of any of the above class of participants to the grant of any option shall be determined by our Directors from time to time on the basis of our Directors’ opinion as to the participant’s contribution to the development and growth of our Group.
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(c) Maximum number of Shares
(i) The maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Post-[REDACTED] Share Option Scheme and any other share option scheme of our Group shall not in aggregate exceed 30% of the issued share capital of the Company from time to time.
(ii) The total number of Shares which may be issued upon exercise of all options to be granted under the Post-[REDACTED] Share Option Scheme and any other share option scheme of our Group shall not in aggregate exceed 10% of the aggregate of the Shares in issue as at the date of approval of the Post-[REDACTED] Share Option Scheme, and such 10% limit represents [REDACTED] Shares (the “General Scheme Limit”).
(iii) Subject to paragraph (i) above and without prejudice to paragraph (iv) below, the Company may issue a circular to its Shareholders and seek approval of its Shareholders in a general meeting to extend the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all options to be granted under the Post-[REDACTED] Share Option Scheme and any other share options scheme of our Group shall not exceed 10% of the Shares in issue as of the date of approval of the limit and, for the purpose of calculating the limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the Post-[REDACTED] Share Option Scheme and any other share option scheme of our Group) previously granted under the Post-[REDACTED] Share Option Scheme and any other share option scheme of our Group will not be counted. The circular sent by the Company to its Shareholders shall contain, among other information, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.
(iv) Subject to paragraph (i) above and without prejudice to paragraph (iii) above, the Company may seek separate Shareholders’ approval in a general meeting to grant options beyond the General Scheme Limit or, if applicable, the extended limit referred to in paragraph (iii) above to participants specifically identified by the Company before such approval is sought. In such event, the Company must send a circular to its Shareholders containing a general description of the identified participants, the number and terms of options to be granted, the purpose of granting options to the identified participants with an explanation as to how the terms of the options serve such purpose and all other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.
(v) The exercise of any option shall be subject to our Shareholders in general meeting approving any increase in the authorised share capital of our Company. Subject thereto, our Board shall make available sufficient authorised but unissued share capital of our Company for purpose of allotment of shares upon exercise of option(s).
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(d) Maximum entitlement of each participant
The total number of Shares issued and to be issued upon exercise of the options granted and to be granted under the Post-[REDACTED] Share Option Scheme and any other share option scheme of our Group (including both exercised and outstanding options) to each participant in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being (the “Individual Limit”). Any further grant of options to a participant in aggregate in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to our Shareholders and our Shareholders’ approval in general meeting of the Company with such participant and his close associates abstaining from voting. The number and terms (including the exercise price) of options to be granted to such participant must be fixed before Shareholders’ approval and the date of board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the exercise price under note (1) to Rule 17.03(9) of the Listing Rules.
(e) Grant of options to connected persons
(i) Any grant of options under the Post-[REDACTED] Share Option Scheme to any Director, chief executive or substantial Shareholder of the Company or any of their respective associates must be approved by our independent non-executive Directors (excluding any independent nonexecutive Director who is the proposed grantee of the options).
(ii) Where any grant of options to a substantial Shareholder of the Company or an independent non-executive Director or any of their respective associates would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:
• representing in aggregate over 0.1% (or such other higher percentage as may from time to time be specified by the Stock Exchange) of the Shares in issue; and
• having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the date of each grant, in excess of HK$5 million (or such other higher amount as may from time to time be specified by the Stock Exchange);
such further grant of options must be approved by our Shareholders in a general meeting. The Company must send a circular to its Shareholders no later than the date on which the Company gives notice of the general meeting to approve the Post-[REDACTED] Share Option Scheme. The grantees, their associates and all core connected persons of the Company must abstain from voting at such general meeting, except that they may vote against the relevant resolution at the general meeting provided that any of their intention to do so has been stated in the circular to be sent to the Shareholders in connection therewith. Any vote taken at the general meeting to approve the grant of such options must be taken on a poll. Any change in the terms of options granted to a substantial shareholder or an independent non-executive Director or any of their respective associates must be approved by our Shareholders in a general meeting.
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(f) Time of acceptance and exercise of option
An option may be accepted by a participant to whom the offer is made within five business days from the date on which the letter containing the offer is delivered to that participant. An option may be exercised in accordance with the terms of the Post-[REDACTED] Share Option Scheme at any time during a period to be determined and notified by our Directors to each grantee, which period may commence on a day after the date upon which the offer for the grant of options is made but shall end in any event not later than 10 years from the date of grant of the option subject to the provisions for early termination under the Post-[REDACTED] Share Option Scheme. Unless otherwise determined by our Directors and stated in the offer of the grant of options to a grantee, there is no minimum period required under the Post-[REDACTED] Share Option Scheme for the holding of an option before it can be exercised.
An offer shall be deemed to have been accepted and the option to which the offer relates shall be deemed to have been granted and to have taken effect when the duplicate of the offer letter comprising acceptance of the offer duly signed by the grantee with the number of Shares in respect of which the offer is accepted clearly stated therein, together with a remittance in favour of our Company of HK$1.00 by way of consideration for the grant thereof, which must be received by the Company within five business days from the date on which the offer letter is delivered to the grantee.
(g) Performance targets
Unless our Directors otherwise determine and state in the offer of the grant of options to a grantee, a grantee is not required to achieve any performance targets before any options granted under the Post-[REDACTED] Share Option Scheme can be exercised.
(h) Subscription price for Shares and consideration for the option
The subscription price per Share under the Post-[REDACTED] Share Option Scheme will be a price determined by our Directors, but shall not be less than the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of the offer of grant, which must be a business day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of the offer of grant (provided that in the event that any option is proposed to be granted within a period of less than five business days after the trading of the Shares first commences on the Stock Exchange, the new issue price of the Shares for the [REDACTED] shall be used as the closing price for any business day falling within the period before [REDACTED] of the Shares on the Stock Exchange); and (iii) the nominal value of a Share on the date of grant.
(i) Ranking of Shares
(i) Shares allotted and issued upon the exercise of an option will be identical to the then existing issued shares of the Company and subject to all the provisions of the Memorandum and the Articles for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date the name of the grantee is registered on the register of members of the Company or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members (the “Exercise Date”) and accordingly will entitle the holders thereof to participate in all
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dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. A Share allotted upon the exercise of an option shall not carry voting rights or rights to participate in any dividends or distributions (including those arising on a liquidation of the Company) declared or recommended or resolved to be paid to the Shareholders on the register until the completion of the registration of the grantee on the register of members of the Company as the holder thereof.
(ii) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in the ordinary equity share capital of the Company of such nominal amount as shall result from a subdivision, consolidation, re-classification or reconstruction of the share capital of the Company from time to time.
(j) Restrictions on the time of grant of options
No offer for grant of options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced in accordance with the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of our Directors (as such date is first notified to the Stock Exchange in accordance with the requirements of the Listing Rules) for the approval of the Company’s results for any year, half-year, quarter or any other interim period (whether or not required under the Listing Rules); and (ii) the last date on which the Company must publish its announcement of its results for any year, half-year, quarter or any other interim period (whether or not required under the Listing Rules), and ending on the date of the announcement of the results, no offer for grant of options may be made.
Our Directors may not grant any option to a participant who is a Director during the period or time in which Directors are prohibited from dealing in shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.
(k) Period of the Post-[REDACTED] Share Option Scheme
The Post-[REDACTED] Share Option Scheme will remain in force for a period of 10 years commencing on the date on which the Post-[REDACTED] Share Option Scheme is adopted.
(l) Rights are personal to the grantee
An option is personal to the grantee and shall not be transferable or assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest in favour of or enter into any agreement with any other person over or in relation to any option, except for the transmission of an option.
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(m) Rights on ceasing employment
If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant for any reason other than death, ill-health or retirement in accordance with his contract of employment or for serious misconduct or other grounds referred to in sub- paragraph (o) below before exercising his option in full, the option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable unless our Directors otherwise determine in which event the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as our Directors may determine following the date of such cessation, which will be taken to be the last day on which the grantee was physically at work with our Group or the relevant subsidiary whether salary is paid in lieu of notice or not.
(n) Rights on death, ill-health or retirement
If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the option in full, his personal representative(s), or, as appropriate, the grantee may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of cessation which date shall be the last day on which the grantee was physically at work with our Group or the relevant subsidiary whether salary is paid in lieu of notice or not or such longer period as our Directors may determine.
(o) Rights on dismissal
If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant by reason that he has been guilty of serious misconduct or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of our Directors does not bring the grantee or our Group or the relevant subsidiary into disrepute) or on any other ground on which an employer would be entitled to terminate his or her employment summarily, his option will lapse automatically and will not be exercisable on or after the date of ceasing to be an Eligible Participant.
(p) Rights on breach of contract
If our Directors shall at their absolute discretion determine that (i)(1) the grantee of any option (other than an Eligible Participant) or his associate has committed any breach of any contract entered into between the grantee or his associate on the one part and our Group or any relevant subsidiary on the other part; or (2) that the grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or (3) the grantee could no longer make any contribution to the growth and development of our Group by reason of the cessation of its relations with our Group or by other reason whatsoever; and (ii) the option granted to the grantee under the Post-[REDACTED] Share Option Scheme shall lapse as a result of any event specified in items (1), (2) or (3) in (i) above, his option will lapse automatically and will not be exercisable on or after the date on which our Directors have so determined.
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(q) Rights on a general offer, a compromise or arrangement
If a general or partial offer, whether by way of take-over offer, share repurchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the options granted to them, our Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to our Shareholders, a grantee shall be entitled to exercise the option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his option at any time before the close of such offer (or any revised offer) or the record date for entitlements under such scheme of arrangement, as the case may be.
(r) Rights on winding up
In the event of a resolution being proposed for the voluntary winding-up of the Company during the option period, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than two business days before the date on which such resolution is to be considered and/or passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the Post-[REDACTED] Share Option Scheme and the Company shall allot and issue to the grantee the Shares in respect of which such grantee has exercised his option not less than one business day before the date on which such resolution is to be considered and/or passed whereupon the grantee shall accordingly be entitled, in respect of the Shares allotted and issued to him in the aforesaid manner, to participate in the distribution of the assets of the Company available in liquidation pari passu with the holders of the Shares in issue on the day prior to the date of such resolution. Subject thereto, all options then outstanding shall lapse and determine on the commencement of the winding-up of the Company.
(s) Grantee being a company wholly owned by Eligible Participants
If the grantee is a company wholly owned by one or more Eligible Participants: subparagraphs (k), (m), (n) and (o) shall apply to the grantee and to the options to such grantee, mutatis mutandis, as if such options had been granted to the relevant Eligible Participant, and such options shall accordingly lapse or fall to be exercisable after the event(s) referred to in subparagraphs (k), (m), (n) and (o) shall occur with respect to the relevant Eligible Participant, and the options granted to the grantee shall lapse and determine on the date the grantee ceases to be wholly owned by the relevant Eligible Participant provided that our Directors may in their absolute discretions decide that such options or any part thereof shall not so lapse or determine subject to such conditions or limitations as they may impose.
(t) Adjustments to the subscription price
In the event of a capitalisation issue, rights issue, subdivision or consolidation of Shares or reduction of capital of the Company whilst an option remains exercisable, such corresponding adjustments (if any) certified by the auditors for the time being of or an independent financial adviser to the Company as fair and reasonable will be made to (i) the number or nominal amount of Shares
− IV-81 − 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 to which the Post-[REDACTED] Share Option Scheme or any option relates, so far as unexercised, and/or (ii) the subscription price of the option concerned, and/or (iii) the method of exercise of the Option, provided that (1) any adjustments shall give a grantee the same proportion of the issued share capital to which he was entitled prior to such alteration; (2) the issue of Shares or other securities of our Group as consideration in a transaction may not be regarded as a circumstance requiring adjustment; and (3) no adjustments shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. In addition, in respect of any such adjustments, other than any adjustments made on a capitalisation issue, such auditors or independent financial adviser must confirm to our Directors in writing that the adjustments satisfy the requirements of the relevant provisions of the Listing Rules and such other applicable guidance and/or interpretation of the Listing Rules from time to time issued by the Stock Exchange (including, but not limited to, the “Supplementary Guidance on Main Board Listing Rule 17.03(13) and the Note immediately after the Rule” attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to share option schemes).
(u) Cancellation of options
Any cancellation of options granted but not exercised must be subject to the prior written consent of the relevant grantee.
When the Company cancels any option granted to a grantee but not exercised and issues new option(s) to the same grantee, the issue of such new option(s) may only be made with available unissued options (excluding the options so cancelled) within the General Scheme Limit or the new limits approved by our Shareholders pursuant to sub-paragraphs (c) (iii) and (iv) above.
(v) Termination of the Post-[REDACTED] Share Option Scheme
The Company by ordinary resolution in a general meeting or the Board may at any time terminate the Post-[REDACTED] Share Option Scheme and in such event no further options shall be offered or granted but the provisions of the Post-[REDACTED] Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Post-[REDACTED] Share Option Scheme.
(w) Lapse of option
An option shall lapse automatically (to the extent not already exercised) on the earliest of:
(i) the expiry of the period referred to in sub-paragraph (f);
(ii) the date or the expiry of the periods or dates referred to in sub-paragraphs (k), (m), (n), (o), (q) and (r);
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(iii) the date on which the grantee commits a breach of the provision which restricts the grantee to transfer or assign an option granted under the Post-[REDACTED] Share Option Scheme or sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest in favour of or enter into any agreement with any other person over or in relation to any option except for the transmission of an option on the death of the grantee to his personal representative(s) on the terms of this scheme;
(iv) the date on which the grantee (being an employee or a director of any member of our Group) ceases to be an Eligible Participant of the Post-[REDACTED] Share Option Scheme by reason of the termination of his or her employment or engagement on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become bankrupt or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which an employer would be entitled to terminate his or her employment summarily;
(v) the date on which the grantee joins a company which the Board believes in its sole and reasonable opinion to be a competitor of the Company;
(vi) the date on which the grantee (being a corporation) appears either to be unable to pay or to have no reasonable prospect of being able to pay its debts or has become insolvent or has made any arrangement or composition with its creditors generally; and
(vii) unless our Board otherwise determines, and other than in the circumstances referred to in sub-paragraphs (m) or (n), the date the grantee ceases to be an Eligible Participant (as determined by a Board resolution) for any other reason.
(x) Others
(i) The Post-[REDACTED] Share Option Scheme is conditional on the [REDACTED] of the Stock Exchange granting or agreeing to grant approval of (subject to such condition as the Stock Exchange may impose) the [REDACTED] of and permission to deal in such number of Shares to be allotted and issued pursuant to the exercise of any options which may be granted under the Post-[REDACTED] Share Option Scheme, such number representing the General Scheme Limit. Application has been made to the [REDACTED] of the Stock Exchange for the [REDACTED] of and permission to deal in the Shares to be issued within the General Scheme Limit pursuant to the exercise of any options which may be granted under the Post-[REDACTED] Share Option Scheme.
(ii) The terms and conditions of the Post-[REDACTED] Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees of the options except with the approval of our Shareholders in a general meeting.
(iii) Any alterations to the terms and conditions of the Post-[REDACTED] Share Option Scheme which are of a material nature or any change to the terms of options granted must be approved by our Shareholders in a general meeting and the Stock Exchange, except where the alterations take effect automatically under the existing terms of the Post-[REDACTED] Share Option Scheme.
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(iv) The amended terms of the Post-[REDACTED] Share Option Scheme or the options shall comply with the relevant requirements of Chapter 17 of the Listing Rules.
(v) Any change to the authority of our Directors or the scheme administrators in relation to any alteration to the terms of the Post-[REDACTED] Share Option Scheme shall be approved by our Shareholders in a general meeting.
(y) Value of options
Our Directors consider it inappropriate to disclose the value of options which may be granted under the Post-[REDACTED] Share Option Scheme as if they had been granted as at the Latest Practicable Date. Any such valuation will have to be made on the basis of a certain option pricing model or other method that depends on various assumptions including the exercise price, the exercise period, interest rate, expected volatility and other variables. As no options have been granted, certain variables are not available for calculating the value of options. Our Directors believe that any calculation of the value of options granted as at the Latest Practicable Date would be based on a number of speculative assumptions that are not meaningful and would be misleading to investors.
(z) Grant of options
As at the date of this document, no options have been granted or agreed to be granted under the Post-[REDACTED] Share Option Scheme.
Application has been made to the [REDACTED] of the Stock Exchange for the [REDACTED] of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the options to be granted under the Post-[REDACTED] Share Option Scheme.
F. OTHER INFORMATION
1. Tax and other indemnities
The Company Controlling Shareholders Group (the “Indemnifiers”) have entered into the Deed of Indemnity (being a material contract referred to in the sub-section headed “B. Further Information About Our Business — 1. Summary of Material Contracts” in this appendix) in favour of our Company (for itself and as trustee for each of our subsidiaries) to provide the indemnities on a joint and several basis in respect of, among other matters, taxation resulting from profits or gains earned, accrued or received, as well as any penalties imposed due to non-compliance with any applicable laws and regulations, all tax liabilities and any litigation on or before the date when the [REDACTED] becomes unconditional.
2. Litigation
As at the Latest Practicable Date, we are not aware of any litigation or arbitration proceedings of material importance pending or threatened against us or any of our Directors that could have a material adverse effect on our Group’s financial condition or results of operation.
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3. The Sole Sponsor
The Sole Sponsor has made an application on behalf of our Company to the Stock Exchange for [REDACTED] of, and permission to deal in, the Shares in issue and to be issued as mentioned herein and any Shares which may fall to be allotted and issued pursuant to the exercise of the [REDACTED] and options which may be granted under the Pre-[REDACTED] Share Option Schemes or to be granted under Post-[REDACTED] Share Option Scheme on the Stock Exchange.
The Sole Sponsor has confirmed to the Stock Exchange that it satisfies the independence test as stipulated under Rule 3A.07 of the Listing Rules.
The fee of the Sole Sponsor is HK$[REDACTED] and is payable by our Company.
4. Preliminary expenses
The preliminary expenses of our Company are approximately HK$33,540, which have been paid by us.
5. Promoter
Our Company has no promoter for the purpose of the Listing Rules.
6. Qualifications of experts
The following are the respective qualifications of the experts who have given their opinion or advice which is contained in this document:
Name Qualification
Shenwan Hongyuan Capital Licensed corporation under the SFO for type 1 (dealing in (H.K.) Limited securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities as defined under the SFO
Ernst & Young Certified public accountants
Commerce & Finance Law PRC legal advisers to our Company Offices
Appleby Cayman Islands legal adviser to our Company
Jones Lang LaSalle Independent valuer Corporate Appraisal and Advisory Limited
Frost & Sullivan (Beijing) Industry consultant Inc., Shanghai Branch Co.
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None of the experts has any shareholding in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group.
7. Consents of experts
Each of the parties listed in the paragraph headed “6. Qualifications of experts” in this Appendix has given and has not withdrawn its written consent to the issue of this document with the inclusion of its letter, report, opinion and/or references to its name (as the case may be), all of which are dated the date of this document, in the form and context in which they respectively appear in this document.
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 of 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.
9. [REDACTED]
The particulars of the [REDACTED] are set out as follows:
Place of Date of Number of Name Incorporation Incorporation Registered office [REDACTED]
Zhao’s BVI Company BVI 16 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Li’s BVI Company I BVI 18 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Li’s BVI Company II BVI 17 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
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Place of Date of Number of Name Incorporation Incorporation Registered office [REDACTED]
Qiu’s BVI Company BVI 21 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Shenglin BVI BVI 17 August 2017 Jayla Place, [REDACTED] Company Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Mengsheng BVI BVI 16 August 2017 Jayla Place, [REDACTED] Company Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Ma’s BVI Company BVI 21 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Hou’s BVI Company BVI 18 August 2017 Jayla Place, [REDACTED] Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
10. Share Registrars
The principal share register of our Company will be maintained in the Cayman Islands by [REDACTED] and a branch share register of our Company will be maintained in Hong Kong by [REDACTED]. Save where our Directors otherwise agree, all transfers and other documents of title to Shares must be lodged for registration with, and registered by, our Company’s branch share registrar in Hong Kong and may not be lodged in the Cayman Islands.
11. No material adverse change
Our Directors confirm that there has been no material adverse change in our financial prospects of our Company or its subsidiaries since 31 December 2020 (being the date to which the latest audited financial statements of our Company were made up) and up to the Latest Practicable Date.
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12. Miscellaneous
(a) within the two years immediately preceding the date of this document:
(i) save as disclosed in “History, Reorganisation and Group Structure” in this document, no share or loan capital of our Company or any of its subsidiaries has been issued, agree to be issued or is proposed to be issued fully or partly paid either for cash or for a consideration other than cash;
(ii) no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any share or loan capital of our Company or any of its subsidiaries;
(iii) no commission has been paid or payable (except to sub-[REDACTED]) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any Shares; and
(iv) no founder, management or deferred shares, or convertible debt securities nor any debentures of our Company or any of our subsidiaries have been issued or agreed to be issued.
(b) no share, warrant or loan capital of our Company or any of its subsidiaries is under option or is agreed conditionally or unconditionally to be put under option;
(c) all necessary arrangements have been made enabling the Shares to be admitted into [REDACTED];
(d) our Directors confirm that none of them shall be required to hold any shares by way of qualification and none of them has any interest in the promotion of our Company;
(e) 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;
(f) there is no arrangement under which future dividend declared by our Company have been waived or agreed to be waived; and
(g) none of the equity and debt securities of our Company is [REDACTED] or dealt with in any other stock exchange nor is any [REDACTED] or permission to deal being or proposed to be sought.
13. Bilingual Document
The English language and Chinese language versions of this document are being published separately, in reliance upon the exemption provided in section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). In case of any discrepancies between the English language version and the Chinese language version, the English language version shall prevail.
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