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A. FURTHER INFORMATION ABOUT OUR COMPANY

1. Incorporation

Our Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on 17 March 2021. Our registered office address is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. As our Company was incorporated in the Cayman Islands, we operate subject to the relevant laws of the Cayman Islands and the Memorandum and Articles of Association. A summary of certain provisions of our Memorandum and Articles of Association and certain relevant aspects of the Companies Act is set out in Appendix V to this document.

We have established a place of business in Hong Kong at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and were registered as a non-Hong Kong company under Part 16 of the Companies Ordinance on [Š], [under the same address]. Mr. Lee Chung Shing has been appointed as the authorised representative of our Company for the acceptance of service of process and notices on behalf of our Company. The address for service of process is the same as our principal place of business in Hong Kong as set out above. The business telephone number is (852) 3757 3596.

As at the date of this document, our Company’s head office was located at No. 122 Guanggu Avenue, Jiangxia District, Wuhan, Hubei province, China.

2. Changes in share capital of our Company

As at the date of incorporation, the authorised share capital of our Company was US$50,000 divided into 50,000 shares with a par value of US$1.0 each. The following sets out the changes in our Company’s share capital since its incorporation and up to the date of this document:

(a) On 17 March 2021, immediately after its incorporation, one share with a par value of US$1.0 each was issued to ZZB Investment Ltd.;

(b) On 21 June 2021, each of our issued and unissued share with a par value of US$1.00 each was subdivided into 100,000 shares of our Company with a par value of US$0.00001 each, such that the authorised share capital of our Company was US$50,000 divided into 5,000,000,000 Shares with a par value of US$0.00001 each; and

(c) On 21 June 2021, immediately after the subdivision of shares, 96,900,000, 100,000 and 2,900,000 shares with a par value of US$0.00001 each were issued to ZZB Investment Ltd., YZH Capital Ltd. and ZXB Capital Ltd., respectively.

Immediately following the completion of the [REDACTED] and the [REDACTED] (assuming no exercise of the [REDACTED] and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme), our issued Shares will be [REDACTED] Shares, all fully paid or credited as fully paid, and [REDACTED] Shares will remain unissued.

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Immediately following the completion of the [REDACTED] and the [REDACTED] (assuming full exercise of the [REDACTED] and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme), our issued Shares will be [REDACTED] Shares, all fully paid or credited as fully paid, and [REDACTED] Shares will remain unissued.

Save as disclosed above and in “– 3. Written resolutions of the Shareholders of our Company passed on [Š]” in this section, there has been no alteration in the share capital of our Company since its inception.

3. Written resolutions of the Shareholders of our Company passed on [Š]

Pursuant to the written resolutions passed by the Shareholders on [Š]:

(1) conditional upon the satisfaction (or, if applicable waiver) of the conditions set out in “[REDACTED]” and pursuant to the terms set out therein:

(a) our Company approved and adopted the Memorandum and the Articles with effect upon the [REDACTED];

(b) the [REDACTED],the[REDACTED] and grant of the [REDACTED] were approved and our Directors (or any duty authorised committee thereof) were authorised to approve to allot and issue the [REDACTED] and the Shares as may be required to be allotted and issued upon the exercise of the [REDACTED] on and subject to the terms and conditions stated in this document and in the relevant [REDACTED];

(c) the rules and principal terms of the [REDACTED] Share Option Scheme which are set out in “– D. [REDACTED] Share Option Scheme” in this Appendix, were approved and adopted by our Company, and our Directors and/or remuneration committee were authorised, at their absolute discretion, to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares issued pursuant to the exercise of any options which may be granted under the [REDACTED] Share Option Scheme;

(d) conditional upon the share premium account of our Company being credited as a result of the [REDACTED], our Directors were authorised to [REDACTED] an amount of US$[REDACTED] standing to the credit of the share premium account of our Company by applying such sum in paying in full at par [REDACTED] Shares for allotment and issue to holders of Shares whose names appear on the register of members of our Company on the date of passing of this resolution (as nearly as possible without involving fractions so that no fraction of a Share shall be allotted and issued) in accordance to their then existing holdings in our Company and so that the Shares to be allotted and issued pursuant to this resolution should rank pari passu in all respects with the then existing issued Shares and our Directors were authorised to give effect to such [REDACTED];

(e) a general unconditional mandate was given to our Directors authorising them to exercise all the powers of our Company to allot, issue and deal with the Shares or securities convertible into Shares or options, warrants

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or similar rights to subscribe for the Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers whether during or after the end of the Relevant Period (as defined below), provided that our Directors may not issue warrants, options or similar rights to subscribe for any new Shares or any securities convertible into new Shares for cash consideration pursuant to such mandate and the aggregate nominal value of Shares allotted or agreed to be allotted by our Directors other than pursuant to (i) a right issue, (ii) any scrip dividend scheme or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares, (iii) the exercise of any subscription or conversion rights attached to any warrants or securities which are convertible into Shares or in issue prior to the date of passing the relevant resolution or (iv) a specific authority granted by the Shareholder(s) in general meeting, shall not exceed the aggregate of:

(i) 20% of the aggregate nominal value of the share capital of our Company in issue immediately following the completion of the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme); and

(ii) the aggregate nominal value of the share capital of our Company repurchased by our Company (if any) under the general mandate to repurchase Shares referred to in paragraph (d) below;

(f) a general unconditional mandate (the “Repurchase Mandate”) was given to our Directors to exercise all powers of our Company to repurchase Shares on [REDACTED] with a total nominal value of not more than 10% of the aggregate nominal value of our Company’s share capital in issue immediately following the completion of the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme);

(g) the general unconditional mandate as mentioned in paragraph (c) above was extended by the addition to the aggregate nominal value of the share capital of our Company which may be allotted and issued or agreed to be allotted and issued by our Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of our Company repurchased by our Company pursuant to the mandate to repurchase Shares referred to in paragraph (d) above, provided that such extended amount shall not exceed 10% of the aggregate nominal value of the Shares in issue immediately following completion of the [REDACTED] (without taking into account any Shares which may be issued upon the exercise of the [REDACTED] and any options granted under the [REDACTED] Share Option Scheme); and

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Each of the general mandates referred to in paragraphs (1)(e), (1)(f) and (1)(g) above will remain in effect until whichever is the earliest of (the “Relevant Period”):

(i) the conclusion of the next annual general meeting of our Company;

(ii) the expiration of the period within which our Company is required by any applicable law or the Memorandum and the Articles to hold our next annual general meeting; or

(iii) the time when such mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.

4. Changes in share capital of the subsidiaries of our Company and the Consolidated Affiliated Entities

A summary of the corporate information and the particulars of our subsidiaries and the Consolidated Affiliated Entities are set out in Note 32 to the Accountants’ Report set out in Appendix I to this document.

Save as disclosed in “History, Reorganisation and Corporate Structure”, there has been no alteration in the share capital of any of the subsidiaries of our Company or Consolidated Affiliated Entities within the two years immediately preceding the date of this document.

5. Repurchase by our Company of our own securities

The following paragraphs include, among others, certain information required by the Stock Exchange to be included in this document concerning the repurchase of our own securities.

(a) Provision of the Listing Rules

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(i) Shareholders’ approval

All proposed repurchases of securities (which must be fully paid up in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders in a general meeting, either by way of general mandate or by specific approval of a particular transaction.

Pursuant to a resolution passed by our Shareholders on [Š], the Repurchase Mandate was given to our Directors, details of which are set out in “– A. Further information about our Company – 3. Written resolutions of the Shareholders of our Company passed on [Š]”.

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(ii) Source of funds

Purchases must be funded out of funds legally available for the purpose in accordance with the Memorandum and Articles of Association and the applicable laws and regulations of Hong Kong and the Cayman Islands. A listed company may not purchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. As a matter of Cayman Islands law, any purchases by our Company may be made out of profits or out of the proceeds of a new issue of shares made for the purpose of the purchase or from sums standing to the credit of our share premium account or out of capital, if so authorised by the Memorandum and Articles of Association and subject to the Companies Act. Any premium payable on the purchase over the par value of the shares to be purchased must have been provided for out of profits or from sums standing to the credit of our share premium account or out of capital, if so authorised by the Memorandum and Articles of Association and subject to the Companies Act.

(iii) Trading restrictions

The total number of shares which a listed company may repurchase on the Stock Exchange is the number of shares representing up to a maximum of 10% of the aggregate number of shares in issue. A company may not issue or announce a proposed issue of new securities for a period of 30 days immediately following a repurchase (other than an issue of securities pursuant to an exercise of warrants, share options or similar instruments requiring the company to issue securities which were outstanding prior to such repurchase) without the prior approval of the Stock Exchange. In addition, a listed company is prohibited from repurchasing its shares on the Stock Exchange if the purchase price is 5% or more than the average closing market price for the five preceding trading days on which its shares were traded on the Stock Exchange. The Listing Rules also prohibit a listed company from repurchasing its securities if the repurchase would result in the number of listed securities which are in the hands of the public falling below the relevant prescribed minimum percentage as required by the Stock Exchange. A company is required to procure that the broker appointed by it to effect a repurchase of securities discloses to the Stock Exchange such information with respect to the repurchase as the Stock Exchange may require.

(iv) Status of repurchased shares

The listing of all purchased securities (whether on the Stock Exchange or, otherwise) is automatically cancelled and the relative certificates must be cancelled and destroyed. Under the laws of the Cayman Islands, unless, prior to the purchase the directors of our Company resolve to hold the shares purchased by our Company as treasury shares, shares purchased by our Company shall be treated as cancelled and the amount of our Company’s issued share capital shall be diminished by the nominal value of those shares. However, the purchase of shares will not be taken as reducing the amount of the authorised share capital under the Companies Act.

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(v) Suspension of repurchase

A listed company may not make any repurchase of securities after a price sensitive development has occurred or has been the subject of a decision until such time as the price sensitive information has been made publicly available. In particular, during the period of one month immediately preceding the earlier of (a) the date of our Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of a listed company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) and (b) the deadline for publication of an announcement of a listed company’s results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), the listed company may not repurchase its shares on the Stock Exchange other than in exceptional circumstances. In addition, the Stock Exchange may prohibit a repurchase of securities on the Stock Exchange if a listed company has breached the Listing Rules.

(vi) Reporting requirements

Certain information relating to repurchases of securities on the Stock Exchange or otherwise must be reported to the Stock Exchange not later than 30 minutes before the earlier of the commencement of the morning trading session and any pre-opening session on the following annual report is required to disclose details regarding repurchases of securities made during the year, including a monthly analysis of the number of securities repurchased, the purchase price per share or the highest and lowest price paid for all such repurchases, where relevant, and the aggregate prices paid.

(vii) Core connected persons

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or a close associate of any of them (as defined in the Listing Rules) and a core connected person shall not knowingly sell his securities to the company.

(b) Reasons for repurchases

Our Directors believe that it is in the best interests of our Company and the Shareholders for our Directors to have a general authority from the Shareholders to enable our Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where our Directors believe that such repurchases will benefit our Company and the Shareholders.

(c) Funding of repurchases

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws and

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regulations of the Cayman Islands. Our Directors may not repurchase the Shares [REDACTED] for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, our Directors may make repurchases with profits of our Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Cayman Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of our Company or from sums standing to the credit of the share premium account of our Company or, if authorised by the Articles and subject to the Companies Act, out of capital.

However, our Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of our Company or its gearing levels which, in the opinion of our Directors, are from time to time appropriate for our Company.

(d) General

The exercise in full of the Repurchase Mandate, on the basis of [REDACTED] Shares in issue immediately following the completion of the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme), could accordingly result in up to approximately [REDACTED] Shares being repurchased by our Company during the period prior to the earliest of:

• the conclusion of the next annual general meeting of our Company unless renewed by an ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to conditions;

• the expiration of the period within which our Company’s next annual general meeting is required by the Memorandum and Articles of Association or any other applicable laws to be held; or

• the time when the Repurchase Mandate is varied or revoked by an ordinary resolution of our Shareholders in general meeting.

Our Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws in the Cayman Islands.

None of our Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, have any present intention, to sell any Shares to our Company.

No core connected person (as defined in the Listing Rules) has notified us that he/she or it has a present intention to sell Shares to us, or has undertaken not to do so, if the Repurchase Mandate is exercised.

If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of our Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a

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Shareholder or a group of Shareholders acting in concert, depending on the level of increase of Shareholders’ interest, could obtain or consolidate control of our Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, our Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the concert parties to make a mandatory offer.

Any repurchase of Shares that results in the number of Shares held by the [REDACTED] being reduced to less than 25% of the Shares then in issue could only be implemented if the Stock Exchange agreed to waive the Listing Rules requirements regarding the [REDACTED] referred to above. It is believed that a waiver of this provision would not normally be given other than in exceptional circumstances. Our Directors have no present intention to exercise the Repurchase Mandate to such an extent that, in the circumstances, there is insufficient [REDACTED] as prescribed under the Listing Rules.

B. FURTHER INFORMATION ABOUT OUR COMPANY’S BUSINESS

1. Summary of material contracts

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by our Company or our subsidiaries within the two years preceding the date of this document and are or may be material:

(a) an exclusive management consultancy and business cooperation agreement dated 8 July 2021 entered into between WFOE and Shenzhen Tumyu Consolidated Affiliated Entities, pursuant to which WFOE has the exclusive right to provide, or designate any third party to provide Shenzhen Consolidated Affiliated Entities, with corporate management consulting services, educational management consulting services, intellectual property licencing services as well as technical and business support services;

(b) an exclusive management consultancy and business cooperation agreement dated 8 July 2021 entered into between the WFOE and Tumyu Future Consolidated Affiliated Entities, pursuant to which WFOE has the exclusive right to provide, or designate any third party to provide Tumyu Future Consolidated Affiliated Entities, with corporate management consulting services, educational management consulting services, intellectual property licencing services as well as technical and business support services;

(c) an exclusive option agreement dated 8 July 2021 entered into among WFOE, Shenzhen Tumyu and Shenzhen Tumyu Registered Shareholders, pursuant to which Shenzhen Tumyu Registered Shareholders unconditionally and irrevocably agreed to grant WFOE or any of its designated third party an exclusive option to purchase all or part of the equity interests in Shenzhen Tumyu (or any of its respective assets);

(d) an exclusive option agreement dated 8 July 2021 entered into among WFOE, Tumyu Future and Tumyu Future Registered Shareholders, pursuant to which

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Tumyu Future Registered Shareholders unconditionally and irrevocably agreed to grant WFOE or any of its designated third party an exclusive option to purchase all or part of the equity interests in Tumyu Future (or any of its respective assets);

(e) an equity pledge agreements dated 8 July 2021 entered into among WFOE, Shenzhen Tumyu and Shenzhen Tumyu Registered Shareholders, pursuant to which Shenzhen Tumyu Registered Shareholders unconditionally and irrevocably agreed to pledge all of its equity interests in Shenzhen Tumyu to WFOE;

(f) an equity pledge agreements dated 8 July 2021 entered into among WFOE, Tumyu Future and Tumyu Future Registered Shareholders, pursuant to which Tumyu Future Registered Shareholders unconditionally and irrevocably agreed to pledge all of its equity interests in Tumyu Future to WFOE;

(q) the Deed of Indemnity;

(r) the Deed of Non-competition; and

(s) the [REDACTED].

2. Intellectual property rights

a. Trademarks

As at the Latest Practicable Date, we had registered the following trademarks, which we consider to be material to the business of our Group:

Registered Registration Place of Registration No. Trademark owner Class number registration Date Expiry date

1. Shenzhen 41 305493402 HK 30 December 29 December Tumyu 2020 2030

2. Shenzhen 41 305493420 HK 30 December 29 December Tumyu 2020 2030 3. Shenzhen 41 305493411 HK 30 December 29 December Tumyu 2020 2030

b. Copyrights

As at the Latest Practicable Date, we had registered the following copyrights, which we consider to be material to the business of our Group:

Registration Place of Registered Registration No. Copyright Version number registration owner date 1 Tumyu AI English Audio-Visual-Oral V1.0 2021SR0750911 China WHUC 24 May System (天有 AI 英語視聽說系統) 2021 2 Tumyu AI Digital Music Course V1.0 2021SR0750936 China WHUC 24 May System (天有 AI數字音樂課程系統) 2021

3 Tumyu AI Art Teaching System (天有 V1.0 2021SR0750935 China WHUC 24 May AI美術教學系統) 2021

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Registration Place of Registered Registration No. Copyright Version number registration owner date

4 Tumyu AI Teaching and Research V1.0 2021SR0750939 China WHUC 24 May System (天有 AI教研系統) 2021

5 Tumyu AI Evaluation System (天有 V1.0 2021SR0750917 China WHUC 24 May AI測評系統) 2021 6 Tumyu AI Robot Practice Partner V1.0 2021SR0750920 China WHUC 24 May System (天有 AI機器人陪練系統) 2021

7 Tumyu AI Management Platform (天有 V1.0 2021SR0750919 China WHUC 24 May AI管理平臺) 2021 8 Tumyu AI School Performance System V1.0 2021SR0750910 China WHUC 24 May (天有 AI學校績效系統) 2021 9 Tumyu AI Education Big Data V1.0 2021SR0750870 China WHUC 24 May Monitoring Platform (天有 AI教育大數據 2021 監測平臺)

10 Tumyu AI Memory System (天有AI記憶 V1.0 2021SR0750923 China WHUC 24 May 系統) 2021

11 Tumyu AI Teaching Aid System (天有 V1.0 2021SR0750922 China WHUC 24 May AI教輔系統) 2021

12 Tumyu AI Classroom System (天有 V1.0 2021SR0750513 China WHUC 24 May AI課程系統) 2021

13 Tumyu AI Examination System (天有 V1.0 2021SR0750512 China WHUC 24 May AI考試系統) 2021

14 Tumyu AI Coursework System (天有 V1.0 2021SR0750912 China WHUC 24 May AI作業系統) 2021

c. Domain names

As at the Latest Practicable Date, we had registered the following domain names which we consider to be material to the business of our Group:

No. Domain name Registrant Registration date Expiry date 1 itumyu.com WFOE 6 October 2020 6 October 2021 2 whycmsgz.com WSFA 10 May 2013 10 May 2022 3 hgtygz.com Huanggang Tumyu 9 June 2012 9 June 2023

C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

1. Disclosure of interests

a. Interests and short positions of our Directors and chief executive in the share capital of our Company and our associated corporations following the [REDACTED]

Immediately following completion of the [REDACTED] (assuming no exercise of the [REDACTED] and without taking into account any Shares to be issued upon the exercise of any options granted under the [REDACTED] Share Option Scheme), the interests or short positions of our Directors and our chief executive in the Shares, underlying Shares and debentures of our Company or

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any of our associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, once the Shares are [REDACTED], will be as follows:

(i) Interests in Shares or Underlying Shares

Upon the [REDACTED] Approximate percentage of shareholding (assuming no exercise of the [REDACTED] and without taking into account any Shares to be issued upon the exercise of any options As at the granted under the [REDACTED] Latest Practicable Date Share Option Scheme) Approximate percentage Approximate Capacity/Nature Number of of Number of percentage of Name of interest Shares(1) shareholding Shares(1) shareholding

Mr. Zhou(2) Interest in a 97,000,000(L) 97.0% [REDACTED](L) [REDACTED]% controlled corporation

Notes:

(1) The letter “L” denotes the person’s long position in the Shares.

(2) Mr. Zhou Zhongbin is deemed to be interested in the entire interests upon the [REDACTED] held by ZZB Investment Ltd., which is owned as to (a) 99% by Angshan Ltd., which is wholly-owned by Zhou Family Trust, with Zedra Trust Company (Cayman) Limited as the trustee and Mr. Zhou as the settlor, and (b) as to 1% by ZZB Capital Ltd., which is wholly owned by Mr. Zhou.

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(ii) Interest in associated corporations of our Company

Approximate Name of associated percentage of Name Nature of interest corporation interest Mr. Zhou Beneficial owner Shenzhen Tumyu 97.0% Interest in a controlled corporation WHUC 97.0% Beneficial owner Tumyu Future 94.9% Interest in a controlled corporation WSFA 94.9% Interest in a controlled Huanggang corporation Tumyu 94.9% Interest in a controlled corporation Dawu Tumyu 94.9%

b. Interests and short positions of the substantial shareholders in the Shares and underlying Shares of our Company

Save as disclosed in “Substantial Shareholders”, our Directors or chief executive are not aware of any other person, not being a Director or chief executive of our Company, who has any interest or short position in the Shares or underlying shares of our Company, which, upon the [REDACTED], would fall to be disclosed to our Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our Company.

2. Directors’ service contracts and letters of appointment

On [Š], each of our executive Directors has entered into a service contract with our Company, and each of our independent non-executive Directors have entered into letters of appointment with our Company. The service contracts with each of our executive Directors are for an initial fixed term of three years commencing from [Š]. The letters of appointment with each of our independent non-executive Directors are for an initial fixed term of three years commencing from [Š]. The service contracts and the letters of appointment are subject to termination in accordance with their respective terms or by either party giving to the other not less than three-month prior written notice. The appointment of our Directors is subject to the provisions of retirement and rotation of Directors under the Articles.

For the years ended 31 August 2018, 2019 and 2020 and the seven months ended 31 March 2021, the aggregate of the remuneration paid or payable and benefits in kind granted to our Directors by our Group was RMB0.6 million, RMB0.6 million, RMB0.5 million and RMB0.6 million, respectively. Under the arrangements currently in force, our Company estimates that the aggregate emolument payable to our Directors (excluding discretionary bonus and any options granted pursuant to share incentive schemes) by our Company for the year ending 31 August 2021 will be approximately RMB1.0 million.

Except as disclosed above, no other emoluments have been paid or are payable for the three years ended 31 August 2020 and the seven months ended 31 March 2021

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No remuneration was paid to our Directors or the five highest paid individuals as an inducement to join, or upon joining, our Group. During the Track Record Period, no compensation was paid to, or has been received by, our Directors, former Directors or the five highest paid individuals for the loss of office as director of any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. None of our Directors waived any emoluments during the Track Record Period.

Save as disclosed above, no other payments have been paid or are payable in respect of the Track Record Period to our Directors by our Group. Details of our Company’s remuneration policy is described in “Directors and Senior Management — Directors’ remuneration”.

3. Disclaimers

(a) None of our Directors nor any of the parties listed in “– E. Other information – 11. Consents of experts” of this Appendix is interested directly or indirectly, in the promotion of our Company, or in any assets which have been, within the two years immediately preceding the date of this document, acquired or disposed of by or leased to our Company or any of our subsidiaries, or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries.

(b) Save in connection with the [REDACTED], none of our Directors nor any of the parties listed in “– E. Other information – 11. Consents of experts” of this Appendix is materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to our Company’s business taken as a whole.

(c) Save in connection with the [REDACTED], none of the parties listed in “– E. Other information – 11. Consents of experts” of this Appendix:

(i) is interested legally or beneficially in any securities of our Company or any of our subsidiaries; or

(ii) has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities of our Company or any of our subsidiaries.

(d) Save as disclosed in this Appendix, none of our Directors has any existing or proposed service contracts with any member of our Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

(e) None of our Directors or their associates (as defined in the Listing Rules) or the existing Shareholders (who, to the knowledge of our Directors, owns more than 5% of our Company’s issued share capital) has any interest in any of the five largest customers or the five largest suppliers of our Group.

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D. [REDACTED] SHARE OPTION SCHEME

Our Company has conditionally approved and adopted the [REDACTED] Share Option Scheme pursuant to the resolutions of our Shareholders passed on [Š] 2021.

Summary of major terms

Purpose and participants

The purpose of the [REDACTED] Share Option Scheme is to attract, retain and motivate employees, Directors and such other Participants (as defined below) of our Group, to provide a means of compensating them through the grant of options under the [REDACTED] Share Option Scheme for their contribution to the growth and profits of our Group, and to allow them to share the benefits of the growth and profitability of our Group. Participants of the [REDACTED] Share Option Scheme (the “Participants”, or any one of them, a “Participant”) include (a) any employee (whether full time or part time) of our Company or its subsidiaries, including any executive Director (each an “Eligible Employee”), (b) any independent non-executive Director of our Company appointed or proposed to be appointed prior to the [REDACTED], or any director of any of the subsidiaries, and (c) any other person who in the sole opinion of our Board, will contribute or have contributed to our Group.

Conditions

The exercise of the options granted under the [REDACTED] Share Option Scheme is conditional upon (i) the [REDACTED] of the Stock Exchange granting approval of the [REDACTED] Share Option Scheme, the granting of the options thereunder, and the [REDACTED] of, and permission to [REDACTED], the Shares to be issued pursuant to the exercise of the options granted under the [REDACTED] Share Option Scheme; and (ii) the commencement of [REDACTED] on the Stock Exchange.

If the above conditions are not satisfied on or before [Š] 2021 (or such later date as our Board may decide): (i) the [REDACTED] Share Option Scheme shall forthwith terminate; (ii) any option granted or agreed to be granted pursuant to the [REDACTED] Share Option Scheme and any offer of such a grant shall be of no effect; and (iii) no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the [REDACTED] Share Option Scheme or any option granted under the [REDACTED] Share Option Scheme.

No grant of options on or after the [REDACTED]

Save for the options which have been granted before the [REDACTED], no further options will be granted under the [REDACTED] Share Option Scheme on or after the [REDACTED].

Subscription price

The subscription price shall be determined by our Board, as it may think fit taking into account a Participant’s contribution to the development and growth of our Group, and specified in the offer of grant of an option to such Participant.

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Offer and grant of options

An offer of the grant of an option shall be deemed to have been accepted and such option to which such offer relates shall be deemed to have been granted and to have taken effect when the duplicate letter comprising acceptance of such offer is duly signed by the grantee with the number of Shares in respect of which such 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 is received by our Company. Such remittance shall in no circumstances be refundable. Once accepted, the option is granted as from the offer date (the “Date of Grant”).

Duration of the [REDACTED] Share Option Scheme

The [REDACTED] Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any option granted prior thereto. Options granted hereunder shall be exercisable during the period to be notified by our Board to each grantee at the time of making an offer of any option, which shall not be longer than ten (10) years from the Date of Grant (the “Option Period”).

Exercise of options and vesting

An option may be exercised in whole or in part in the manner as set out in the [REDACTED] Share Option Scheme and by the grantee (or, as the case may be, his or her legal personal representative(s)) giving notice in writing to our Company stating that the option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given. Within five (5) business days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate of the auditors or the financial adviser of our Company retained for such purpose pursuant to the [REDACTED] Share Option Scheme, our Company shall allot and issue, and shall instruct the [REDACTED] to issue, the relevant Shares to the grantee (or his or her legal personal representative(s)) credited as fully paid and issue to the grantee (or his or her legal personal representative(s)) a share certificate in respect of the Shares so allotted.

Subject to the terms of the [REDACTED] Share Option Scheme and the terms of the offer letter for grant of an option, the options (to the extent that they are vested and/or exercisable pursuant to sub-clauses (a) and (b) below) may be exercised by the grantees (or their legal personal representatives) at any time during the Option Period, provided that:-

(a) subject to as hereinafter provided, each option shall be vested in the manner as described in the [REDACTED] Share Option Scheme and the terms of the offer letter for grant of an option (each date on which any portion of an option shall be vested is hereinafter referred to as a “Vesting Date” and each tranche by which any portion of an option shall be vested is hereinafter referred to as a “Tranche”); and

(b) For avoidance of doubt, (i) any proportion of any option which has already vested on any prior Vesting Date(s) shall continue to be vested and shall be exercisable by the relevant grantee of such option pursuant to the terms of the [REDACTED] Share Option Scheme; (ii) in the event that the Participant fails to

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fulfill any of the conditions (if any) imposed by our Board for vesting any proportion of any Tranche of any option, such proportion of the relevant option due to be vested on the relevant Vesting Date shall neither be vested nor be exercisable on such Vesting Date and shall lapse automatically on the relevant Vesting Date.

Lapse of options

An option granted under the [REDACTED] Share Option Scheme shall lapse automatically (to the extent not already exercised) on the earliest of:

(a) the expiry of the Option Period;

(b) the date of the expiry of the periods for exercising the option;

(c) the date on which the offer (or as the case may be, revised offer) closes;

(d) the date of the commencement of the winding-up of our Company;

(e) the date when the proposed compromise or arrangement between our Company and its creditors (or any class of them) or between our Company and its members (or any class of them), in connection with a scheme for the reconstruction or amalgamation of our Company, becomes effective;

(f) the date on which the grantee ceases to be an Eligible Employee by reason of the termination of his or her employment on any one or more of the grounds that he or she voluntarily resigns, or has been guilty of misconduct or has found to have breached the terms of employment during his or her employment (regardless of whether such employment contract has already been terminated) leading to a material loss or damage to our Group, or his or her employment has terminated by reason of the failure of such employment to pass the annual evaluation, or has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent 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 (if so determined by our Board) on any other grounds on which an employer would be entitled to terminate his or her employment at law or pursuant to any applicable laws or under the grantee’s service contract with our Company or the relevant subsidiary. A resolution of our Board or the board of directors of the relevant subsidiary to the effect that employment of a grantee has or has not been terminated in shall be conclusive and binding on the grantee;

(g) the date on which the grantee commits a breach of the options are cancelled in accordance with [REDACTED] Share Option Scheme; or

(h) if our Board at their absolute discretion determines that the grantee (other than an Eligible Employee) has committed any breach of any contract entered into between the grantee on the one part and any member of our Group on the other part or 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 or her or its creditors generally, our Board shall determine that the outstanding options

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granted to the grantee (whether exercisable or not) shall lapse. In such event, his or her or its options will lapse automatically and will not in any event be exercisable on or after the date on which our Board has so determined.

Maximum number of Shares

The Shares that may be issued upon exercise of all options granted under the [REDACTED] Share Option Scheme shall not exceed [REDACTED] Shares (i.e. [REDACTED]% of the issued share capital of our Company immediately after completion of the [REDACTED] and the [REDACTED] without taking into account the exercise of the [REDACTED] and any option granted under the [REDACTED] Share Option Scheme). Options lapsed in accordance with the terms of the [REDACTED] Share Option Scheme shall not be counted for the purpose of calculating this limit.

Ranking of Share allotted upon exercise of options

The Shares to be allotted upon the exercise of an option will be subject to all the provisions of the Articles of Association of our Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue as from the day when the name of the grantee is registered on the register of members of our Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the grantee is registered on the register of members of our Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the grantee is registered on the register of members of our Company, provided always that when the date of exercise of the option falls on a day upon which the register of members of our Company is closed then the exercise of the option shall become effective on the first business day on which the register of members of our Company is re- opened. A Share allotted upon the exercise of an option shall not carry any voting right until the completion of the registration of the grantee as the holder thereof.

Cancellation of options granted

Subject to the consent from the relevant grantee, our Board may at its discretion cancel options previously granted to and yet to be exercised by a grantee with the relevant grantees abstaining from voting.

Termination of the [REDACTED] Share Option Scheme

Our Company may terminate the operation of the [REDACTED] Share Option Scheme at any time by resolution of our Board or resolution of our Shareholders in general meeting and in such event no further option will be offered but the provisions of the [REDACTED] Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of the 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 [REDACTED] 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 [REDACTED] Share Option Scheme.

Alteration of the provisions of the [REDACTED] Share Option Scheme

Subject to provisions of the [REDACTED] Share Option Scheme, our Board may amend any of the provisions of the [REDACTED] Share Option Scheme (including without limitation

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Outstanding options

As of the Latest Practicable Date, options to subscribe for an aggregate of [REDACTED] Shares representing approximately [REDACTED]% of the enlarged issued share capital of our Company immediately upon completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be allotted and issued upon the exercise of the [REDACTED] and any option granted under the [REDACTED] Share Option Scheme) have been conditionally granted by our Company under the [REDACTED] Share Option Scheme.

The options have been conditionally granted based on the performance of the grantees who have made important contributions or are important to the long-term growth and profitability of our Group. A total of ten grantees, including two executive Directors (as set out in “Directors and Senior Management”) have been conditionally granted options under the [REDACTED] Share Option Scheme.

The options to subscribe for [REDACTED] Shares under the [REDACTED] Share Option Scheme were granted to the respective grantees on [Š] 2021. No options are held by connected persons of our Company other than those granted to our Directors and the directors of the subsidiaries of our Company, under the [REDACTED] Share Option Scheme. If a grantee is a connected person of our Company, such grantee shall not exercise any option granted under the [REDACTED] Share Option Scheme to the extent that our Company’s [REDACTED] will as a result of such exercise be less than the minimum requirements under the Listing Rules.

Exercise in full of all options granted under the [REDACTED] Share Option Scheme would result in an increase in the total number of Shares in issue immediately upon completion of the [REDACTED] (assuming there will be no further issue of Shares whether pursuant to the exercise of the [REDACTED] or any option granted under the [REDACTED] Share Option Scheme) by approximately [REDACTED]% and the dilution effect on our earnings per Share would be approximately [REDACTED]%.

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Summary of grantees

A summary of the grantees who have been granted options under the [REDACTED] Share Option Scheme is set out below:

Approximate percentage of enlarged issued share capital of our Company Number of immediately upon Shares to be completion of the issued upon [REDACTED] and the full exercise [REDACTED] (assuming of the option no exercise of the under the [REDACTED]) [REDACTED] and full exercise of the Share options granted under Main position with Option Exercise the [REDACTED] Share Grantee our Group Address Scheme price Option Scheme Huang Wei Director of our 206-3-(2-3)-2, AB Zone, [REDACTED][REDACTED] [REDACTED]% Company Wenxin Garden, West Anju Road, Jiang’an District, Wuhan, Hubei Province, China Zong Chaohui Director of our Room 2103, Building 11, [REDACTED][REDACTED] [REDACTED]% Company Dangdai International City, No. 106, Guanggu Avenue, Donghu New Technology Development Zone, Wuhan, Hubei Province, China Wei Yan Vice president Room 1503, Building D, [REDACTED][REDACTED] [REDACTED]% Yinhaiyayuan, Guangbalu Community, Luonan Subdistrict Office, Hongshan District, Wuhan, Hubei Province, China Zhu Yun Vice president Room 403, No. 27, [REDACTED][REDACTED] [REDACTED]% Meigaomei, Fengtai District, Beijing, China He Xinming Chief inspector Room 202, Unit 1, [REDACTED][REDACTED] [REDACTED]% Building 6, No. 6, Nanyueshan Avenue, Shishou, Hubei Province, China Wang Feiran Consultant Room 415, Unit 4, No.3, [REDACTED][REDACTED] [REDACTED]% Zone 1 Kaiyangli, Youanmen Street, Fengtai District, Beijing, China Peng Jianhui Assistant Room 05, Level 30, [REDACTED][REDACTED] [REDACTED]% president Building 1, Zone 1 Baoli·Moli Mansion, No. 197, Gaoxin Avenue, Donghu New Technology Development Zone, Wuhan,Hubei Province, China Wang Hui Chief inspector 3-4-7-1, No. 1, Second [REDACTED][REDACTED] [REDACTED]% Guanshan Road, Guanshan Street, Hongshan District, Wuhan, Hubei Province, China

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Approximate percentage of enlarged issued share capital of our Company immediately Number of upon completion of Shares to be the [REDACTED] and issued upon the [REDACTED] full exercise (assuming of the option no exercise of the under the [REDACTED]) and full [REDACTED] exercise of the Share options granted under Main position with Option Exercise the [REDACTED] Grantee our Group Address Scheme price Share Option Scheme Zhang Hao Director of our Room 601, 6-2, [REDACTED][REDACTED] [REDACTED]% Company Tianyue Garden, Chaoyang District, Beijing, China Yang Ruida Consultant Room 5-11-2-302, [REDACTED][REDACTED] [REDACTED]% Middle Building, No.50, Xingshikou Road, Haidian District, Beijing, China

Total – – [REDACTED] – [REDACTED]%

Unless our Board shall otherwise determine:

(a) the options granted to each of Zhang Hao and Yang Ruida under the [REDACTED] Share Option Scheme shall vest in accordance with the schedule as follows:

(i) as to 33% of the aggregate number of Shares underlying the option on the first anniversary of the Date of Grant;

(ii) as to 33% of the aggregate number of Shares underlying the option on the second anniversary of the Date of Grant; and

(iii) as to 34% of the aggregate number of Shares underlying the option on the third anniversary of the Date of Grant; and

(b) the options granted to each of the other participants as mentioned in the table above under the [REDACTED] Share Option Scheme shall vest in accordance with the schedule as follows:

(i) as to 25% of the aggregate number of Shares underlying the option on the first anniversary of the Date of Grant;

(ii) as to 25% of the aggregate number of Shares underlying the option on the second anniversary of the Date of Grant;

(iii) as to 25% of the aggregate number of Shares underlying the option on the third anniversary of the Date of Grant; and

(iv) as to 25% of the aggregate number of Shares underlying the option on the fourth anniversary of the Date of Grant.

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Save and except as set out above, no other options have been granted or agreed to be granted by our Company under the [REDACTED] Share Option Scheme.

E. OTHER INFORMATION

1. Tax and other indemnities

Our Controlling Shareholders [have entered] into the Deed of Indemnity with and in favour of our Company (for ourselves and on behalf of our subsidiaries) (being the contract referred to in paragraph (q) of “– B. Further information about our Company’s business – 1. Summary of material contracts” above) to provide indemnities on a joint and several basis in respect of, among other matters, taxation resulting from income, profits or gains earned, accrued or received as well as any property claim or estate duty and any claims, expenses, costs, fines, penalties or other liabilities to which any member of our Group may be subject and payable on or before the [REDACTED] including as a consequence of the matters set out in “Business – Legal proceedings and compliance – Immaterial and non-systematic non-compliance”.

2. Estate duty

Our Directors confirm that they have been advised that no material liability for estate duty is likely to fall on our Company or any of our subsidiaries.

3. Litigation

As at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to our Directors to be pending or threatened by or against our Company, that would have a material adverse effect on our results of operations or financial condition.

4. Preliminary expenses

We have not incurred any material preliminary expenses in relation to the incorporation of our Company.

5. Promoter

There are no promoters of our Company.

6. Sole Sponsor

The Sole Sponsor made [REDACTED]. All necessary arrangements have been made to enable such [REDACTED] to be [REDACTED].

The Sole Sponsor is independent from our Company pursuant to Rule 3A.07 of the Listing Rules.

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Our Company has entered into an engagement agreement with the Sole Sponsor, pursuant to which the sponsor’s fees payable by us in respect of the Sole Sponsor’s services for the [REDACTED] is US$700,000.

7. No material adverse change

Our Directors confirm that, as at the date of this document, there has been no material adverse change in our financial or trading position since 31 March 2021 and there has been no event since 31 March 2021 which would materially affect the information presented in our combined financial statements included in the Accountants’ Report in Appendix I to 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 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. Miscellaneous

(a) Within the two years immediately preceding the date of this document, save as disclosed in “History, Reorganisation and Corporate Structure”, no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued fully or partly paid either for cash or for a consideration other than cash.

(b) No share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option.

(c) Neither our Company nor any of our subsidiaries has issued or agreed to issue any founder shares, management shares or deferred shares.

(d) Within the two years immediately preceding the date of this document, no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any shares or loan capital of any member of our Group.

(e) Within the two years immediately preceding the date of this document, no commission has been paid or payable (except [REDACTED]) for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription for any Shares in or debentures of our Company or any of our subsidiaries.

(f) None of the equity and debt securities of our Company is [REDACTED] or [REDACTED] with in any other stock exchange nor is any [REDACTED] or permission to [REDACTED] being or proposed to be sought.

(g) Our Company has no outstanding convertible debt securities.

(h) There has not been any interruption in the business of our Group which may have or have had a significant effect on the financial position of our Group in the 12 months immediately preceding the date of this document.

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10. Qualifications of experts

The following are the qualifications of the experts who have given opinion or advice which are contained in this document:

Name Qualification

BNP Paribas Securities (Asia) Limited A corporation licenced to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

Deloitte Touche Tohmatsu Certified public accountants

Tian Yuan Law Firm PRC legal advisers to our Company

Walkers (Hong Kong) Cayman Islands attorneys-at-law

Cushman & Wakefield Limited Independent property valuer

Frost & Sullivan (Beijing) Inc., Industry consultant Shanghai Branch Co.

11. Consents of experts

Each of the experts as referred to in “– E. Other information – 10. Qualifications of experts” above has given and has not withdrawn their respective consent to the issue of this document with the inclusion of its report and/or letter and/or legal opinion (as the case may be) and references to its name included in the form and context in which it respectively appears.

As at the Latest Practicable Date, none of the experts named above had any shareholding interests in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in our Company or any of our subsidiaries.

12. Bilingual document

Pursuant to Rule 11.14 of the Listing Rules and section 4 of the Companies Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong), the English language and Chinese language versions of this document are being published separately but are available to the [REDACTED] at the same time.

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