Disclosure statement the following day
(share issuer – changes in issued share capital and / or share repurchases)
Form category: stock status: newly submitted
Company name: Baiji Shenzhou Co., Ltd. (a limited company incorporated in the Cayman Islands)
Date of submission: April 1, 2022
If the issued share capital of the listed issuer changes and needs to be disclosed in accordance with rule 13.25a of the rules for the listing of securities on the stock exchange of Hong Kong Limited (the main board listing rules) and rule 17.27a of the rules for the listing of gem securities on the stock exchange of Hong Kong Limited (the GEM Listing Rules), Chapter I must be completed. Chapter I
1. Share class common stock share classification is not applicable to listing on the stock exchange of Hong Kong (note 11)
Description of securities code (if listed on the stock exchange of Hong Kong) 06160
Proportion of issued shares
Issue of shares the discount of the issue price per share before the issue of the relevant shares over the market value on the previous business day / (Notes 6 and 7) number of shares the premium range of the closing price per share of the number of existing issued shares (notes 1 and 7) (percentage)
Percentage (Note 5) (Note 7)
(notes 4, 6 and 7)
Balance at the beginning of the following dates (Note 2) March 29, 20221333642411
1). 372112 shares issued under the share award scheme 0.028% USD 0.0001 HKD 125.3 – 99.99% vested in restricted share units granted under the Share Award Scheme (the company)
Issuance of ordinary shares other than directors of the company
Change date: March 31, 2022
2). Shares issued under the share award scheme 3 Beijing Creative Distribution Automation Co.Ltd(002350) .023% USD 2.74 HKD 125.3 – 82.88% (voluntary disclosure) due to eligible participants (except directors of the company)
Exercise of share purchase during the period from March 1, 2022 to March 31, 2022
Issuance of ordinary shares for rights
Change date: March 31, 2022
Balance at the end of the following dates (note 8) March 31, 20221334314758
Note: the exchange rate of US dollar to Hong Kong dollar is US $1 = HK $7.83, which is the current exchange rate on March 30, 2022.
We hereby confirm that, to the best of our knowledge and belief, each securities issue described in Chapter I has been duly authorized and approved by the board of directors of the issuer, and where applicable: (note 9) (I) the listed issuer has received all the funds due in this issue; (II) have fulfilled all the prerequisites for listing under the “listing qualification” of the main board listing rules / GEM Listing Rules; (III) all conditions, if any, contained in the official letter approving the listing and trading of securities have been fulfilled; (IV) each class of securities is identical in all respects (note 10); (v) All documents required by the companies (winding up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of companies have been duly filed and all other legal requirements have been complied with; (VI) confirm that the ownership documents have been sent / are being sent / are being prepared and will be sent in accordance with the terms of issue; (VII) the transaction of all properties purchased or agreed to be purchased by the issuer as indicated in the listing documents has been completed; The purchase consideration for all such properties has been paid; And (VIII) the trust deed / flat edge deed relating to the bonds, loan shares, notes or corporate bonds has been prepared and signed, and the relevant details have been filed with the Registrar of companies (if so required by law).
Notes to Chapter I:
1. If shares have been issued at more than one issue price per share, the weighted average issue price per share shall be provided.
2. Please fill in the closing balance date of the last “next day disclosure statement” published in accordance with rule 13.25a of the main board listing rules / rule 17.27a of the GEM Listing Rules or the last “monthly statement” published in accordance with rule 13.25b of the main board listing rules / rule 17.27b of the GEM Listing rules (whichever is later).
3. Please list all changes in issued share capital that must be disclosed in accordance with rule 13.25a of the main board listing rules / rule 17.27a of the GEM Listing Rules, together with the relevant issuance date. Each category shall be disclosed independently and sufficient information shall be provided so that users can identify the relevant categories in the “monthly statements” of the listed issuer. For example, shares issued for many times due to the exercise of share options under the same share option plan or the exchange of shares under the same convertible note must be comprehensively calculated and put under the same category
Dew. However, if an issue is made as a result of the exercise of share options under two share option plans or the conversion of shares under two convertible notes, it must be disclosed in two separate categories.
4. In calculating the percentage change in the number of shares issued by the listed issuer, reference will be made to the total number of shares issued by the issuer in the above market before the occurrence of its earliest relevant event (excluding any shares that have been repurchased or redeemed but have not been cancelled for this purpose)
Copies); The earliest relevant event was not previously disclosed in the “monthly statement” or “next day disclosure statement”.
5. If the trading of shares of the listed issuer is suspended, the “closing price per share on the previous business day” shall be understood as the “closing price per share on the business day on which the shares are last traded”.
6. If shares are repurchased:
■ “issued shares” shall be understood as “repurchased shares”; and
■ “percentage of issued shares in the number of existing issued shares before the issuance of relevant shares” shall be understood as “percentage of repurchased shares in the number of existing issued shares before the repurchase of relevant shares”.
7. If shares are redeemed:
■ “issue of shares” shall be understood as “redemption of shares”; and
■ “issued shares as a percentage of the number of existing issued shares prior to the issue of the relevant shares” shall be understood as “redeemed shares as a percentage of the number of existing issued shares prior to the redemption of the relevant shares”.
■ “issue price per share” shall be understood as “redemption price per share”.
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8. The closing balance date is the date of the last relevant event disclosed.
9. Subparagraphs (I) to (VIII) are the proposed form of declaration, which may be amended on a case by case basis.
10. “Same” herein refers to:
■ the same par value of the securities and the same amount payable or fully paid up;
■ the securities are entitled to receive dividends / interest calculated at the same interest rate in the same period, and the amount of dividends / interest payable to each unit at the next dividend payment is also exactly the same (total and net); and
■ securities have the same interest, such as unrestricted transfer, attendance and voting at meetings, and have the same interest in all other aspects.
11. Stock exchange of Hong Kong means the stock exchange of Hong Kong.
Page 4 of 5 V 1.2.4 if the listed issuer repurchases shares and needs to make disclosure in accordance with rule 10.06 (4) (a) of the main board listing rules / rule 13.13 (1) of the GEM Listing Rules, it must also complete chapter 2.
The repurchase report or other information held by the issuer to indicate that the exchange is the first listing place of the issuer is not applicable
Submitted by: Scott a
(name)
Title: Senior Vice President, general counsel and assistant secretary
(director, secretary or other duly authorized officer)
Page 5 of 5 V 1.2.4
