HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
SHAREHOLDING STRUCTURE
The following diagram illustrates our shareholding structure upon the Listing (assuming that (i) the shareholdings below remain unchanged, (ii) no further Class A ordinary shares are issued under the Share Incentive Plans):
Notes:
(1)
As of the date of this document, 110,116,275 Class B ordinary shares and 71,824,250 restricted Class A ordinary shares were held by Ever Orient International Limited, which was wholly-controlled by Mr. Peng.
(2)
As of the date of this document, 157,894,050 Class A ordinary shares and 727,407,230 Class B ordinary shares were held by Propitious Global.
On May 20, 2021, Mr. Zuo passed away. On July 28, 2021, Propitious Global executed and delivered an irrevocable proxy and power of attorney (as supplemented on November 8, 2021), pursuant to which Propitious Global irrevocably authorized Baihui Partnership to exercise the voting rights represented by the Shares held by Propitious Global.
On November 8, 2021, the Company convened an extraordinary general meeting (the “EGM”), at which, the Shareholders had approved that 110,116,275 Class A ordinary shares that were beneficially owned by Mr. Peng, and 47,777,775 Class A ordinary shares that were beneficially owned by Mr. Shan, be re-designated as Class B ordinary shares on a one-to-one basis (the “Re-designation”). Immediately prior to the completion of the Re-designation, 157,894,050 Class B ordinary shares held by Propitious Global were converted into Class A ordinary shares on a one-to-one basis. In connection with the Introduction, Propitious Global has delivered a conversion notice to the Company that, subject to and immediately upon the completion of the Introduction, the remaining 727,407,230 Class B ordinary shares held by Propitious Global will be converted into Class A ordinary shares on a one-to-one basis. Upon the Listing, Propitious Global will hold 885,301,280 Class A ordinary shares.
(3)
As of the date of this document, 47,777,775 Class B ordinary shares and 53,868,189 restricted Class A ordinary shares were held by Clover Rich Limited, which was wholly-owned by Sapient Rich Holdings Limited. Sapient Rich Holdings Limited was wholly-owned by Trident Trust Company (HK) Limited as the trustee of De Chang Trust, a discretionary trust established by Mr. Shan (as the settlor).
(4)
Representing 64,272,705 Class A ordinary shares held by our Directors and executive officers other than Mr. Peng and Mr. Shan as of the date of this document.
(5)
Representing (i) 49,169,495 Class A ordinary shares held by Morespark Limited; (ii) 33,625,445 Class A ordinary shares held by Parallel Stellar Investment Limited; (iii) 245,499,801 Class A ordinary shares (including 20,400,000 Class A ordinary shares represented by 6,800,000 ADSs) held by Tencent Mobility Limited; (iv) 78,947,370 Class A ordinary shares held by Parallel Galaxy Investment Limited; and (v) 3,600,000 Class A ordinary shares represented by 1,200,000 ADSs held by Sunshine Peak Holding Limited (collectively, the “Tencent Affiliated Entities”, which are all controlled by Tencent), based on the latest Schedule 13D filed with the SEC on August 24, 2020.
Tencent Affiliated Entities, as sophisticated investors for the purpose of Guidance Letter HKEX-GL93-18, have undertaken to the Company to retain at least an aggregate of 50% of its shareholding at the time of Listing for a period of at least six months following the completion of the Listing.
(6)
Including (i) 43,109,607 Class A ordinary shares registered in the name of our depositary bank for future issuance of ADSs upon the exercise or vesting of awards granted under the Share Incentive Plans as of the Latest Practicable Date. Our depositary bank does not exercise voting rights over such Class A ordinary shares; and (ii) 17,324,989 Class A ordinary shares held by Shing Lee International Limited on behalf of our employees as of the Latest Practicable Date. The voting rights in respect of such Class A ordinary shares is controlled and exercised by the director of Shing Lee International Limited, an employee of the Company and an independent third party. In terms of the above-mentioned Class A ordinary shares held by our depositary bank and Shing Lee International Limited, our depositary bank and Shing Lee International Limited are entitled to receive the dividend that may be declared and paid by the Company. Such dividend will be retained by the Company.