La independencia judicial

Pursuant to paragraph 10 of Part I of the Third Schedule to Companies (Winding Up and Miscellaneous Provisions) Ordinance, this document is required to include details of the number, description and amount of any Shares which any person has, or is entitled to be given, an option to subscribe for, together with certain particulars of each option, including the period during which it is exercisable, the price to be paid for the Shares subscribed for under it, the consideration (if any) given or to be given for it and the name and address of the person to whom it was given.

Further, pursuant to Rule 23.02(1)(b) of the GEM Listing Rules, a new listing applicant must disclose in the document full details of all outstanding options. Paragraph 27 of Part A of Appendix 1 to the GEM Listing Rules also requires the disclosure of particulars of any capital of any member of our Group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantees.

As of the Latest Practicable Date, our Company has granted options to a total of 113 grantees under the Pre-[REDACTED] Share Option Scheme, including our Directors, directors of our subsidiaries, our senior management and other employees of our Group to subscribe for a total of 23,065,000 Shares, representing (i) approximately 12.60% of the issued share capital of our Company immediately upon completion of the [REDACTED] (assuming no exercise of the Over-Allotment Option and any option granted under the Pre-[REDACTED] Share Option Scheme), and (ii) approximately 11.19% of the issued share capital of our Company immediately upon completion of the [REDACTED], (assuming that all options granted under the Pre-[REDACTED] Share Option Scheme are exercised, but without taking into account any Shares which may be allotted and issued upon the exercise of the Over-Allotment Option).

We have applied for (i) a waiver from strict compliance with the disclosure requirements under Rule 23.02(1)(b) of and paragraph 27 of Part A of Appendix 1 to the GEM Listing Rules and (ii) an exemption from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding up and Miscellaneous Provisions) Ordinance regarding the options granted under the Pre-[REDACTED] Share Option Scheme on the following grounds:

(A) in light of the large number of the grantees involved, strict compliance with such disclosure requirements in setting out full details of all grantees under the Pre-[REDACTED] Share Option Scheme would be unduly burdensome for us;

(B) the exercise in full of the options granted under the Pre-[REDACTED] Share Option Scheme would not cause any material adverse impact on our financial position;

(C) non-compliance with the disclosure requirements would not prevent us from providing our potential investors with an informed assessment of our activities, assets, liabilities, financial position, management and prospects;

(D) the information contained in the document regarding the Pre-[REDACTED] Share Option Scheme, including the dilution effect and impact on earnings per Share upon full exercise of the options granted under the Pre-[REDACTED] Share Option Scheme, provides potential investors with sufficient information to make a relevant assessment of us in their investment decision making process; and

(E) the exemption will not prejudice the interest of the investing public.

We expect to receive a waiver from the Stock Exchange from strict compliance with the disclosure requirements under Rule 23.02(1)(b) of and paragraph 27 of Part A of Appendix 1 to the GEM Listing Rules regarding the options granted under the Pre-[REDACTED] Share Option Scheme, subject to the following conditions:

(1) a certificate of exemption from strict compliance with the relevant Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements shall be granted by the SFC and the particulars of the exemption shall be disclosed in this document;

(2) the following information shall be clearly disclosed in the document:

(a) full details of all the options granted by our Company under the Pre-[REDACTED] Share Option Scheme to each Director and member of the senior management of our Group, such details to include all the particulars required under Rule 23.02(1)(b) of and paragraph 27 of Part A of Appendix 1 to the GEM Listing Rules;

(b) in respect of the options granted by our Company under the Pre-[REDACTED] Share Option Scheme to the persons other than those referred to in sub-paragraph (2)(a) above, (i) the aggregate number of such grantees and the number of Shares subject to the options granted to them, (ii) the consideration paid for the grant of options to such grantees, and (iii) the exercise period and the exercise price for options to such grantees;

(c) the aggregate number of Shares subject to the outstanding options granted under the Pre-[REDACTED] Share Option Scheme and the percentage to our Company’s total issued share capital represented by such number of Shares; and

(d) the dilutive effect upon full exercise of all the options granted under the Pre-[REDACTED] Share Options; and

(3) a list of all the grantees who have been granted options under the Pre-[REDACTED] Share Option Scheme (including the persons referred to in sub-paragraph (2)(a) above) containing all the particulars as required under Rule 23.02(1)(b) of and paragraph 27 of Part A of Appendix 1 to the GEM Listing Rules shall be made available for public inspection as set out in the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to this document.

We expect to receive from the SFC a certificate of exemption from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance regarding certain information of the Grantees subject to the following conditions:

(1) full details of all options granted by our Company under the Pre-[REDACTED] Share Option Scheme to each Director and member of the senior management of our Group shall be disclosed in this document, such details to include all the particulars required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance;

(2) in respect of the options granted by our Company under the Pre-[REDACTED] Share Option Scheme to the persons other than those referred to in paragraph (1) above, (a) the aggregate number of such grantees and the number of Shares subject to the options granted to them, (b) the consideration paid for the grant of options to such grantees, and (c) the exercise period and the exercise price for options to such grantees, shall be clearly disclosed in this document;

(3) a list of all the grantees who have been granted options under the Pre-[REDACTED] Share Option Scheme (including the persons referred to in paragraph (1) above) containing all the particulars as required under paragraph 10 of Part 1 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance shall be made available for public inspection as set out in the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to this document; and

(4) the particulars of such exemption shall be disclosed in this document.

Further details of the Pre-[REDACTED] Share Option Scheme are set forth in the section headed “Appendix IV—Statutory and General Information—Pre-[REDACTED] Share Option Scheme.”

Name Address Nationality

Executive Directors

Mr. Zheng Fushuang (鄭福雙) No.602, Unit 3, No.21 Building,

Wan Liu Wan Quan Xin Xin Jia Yuan, Haidian District, Beijing, China

Chinese

Mr. Liu Baodong (劉保東) 4188-1383, Wang Jing Xi Yuan,

Si Qu, Chao Yang District, Beijing, China

Canadian

Mr. Guo Langhua (郭朗華) Floor 6, Silicon Valley Plaza,

Haidian District, Beijing 100080, China

Chinese

Independent non-executive Directors

Mr. Frank Christiaens Unit 27128-1395 Marine Drive,

West Vancouver, BC V7T 1B6, Canada

Canadian

Mr. Zhang Yaqin (張亞勤) 6/F, Beijing Sigma Center,

No.49 Zhichun Road,

Haidian District, Beijing 100190, China

American

Ms. Cao Qian (曹茜) No. 909, Zhichunli 2, Shuangyushu,

Haidian District, Beijing 100086, China

Chinese

For further information about our Directors, please refer to the section headed “Directors and Senior Management” in this document.