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Our Company was incorporated in the Cayman Islands under the Cayman Islands Companies Act as an exempted company with limited liability on 8 June 2016. Our registered office is at Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands. We have established a principal place of business in Hong Kong at 36/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, and have been registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on 11 August 2016. Dr. Yeung and Mrs. Yeung have been appointed as the authorised representatives of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong.

As a company incorporated in the Cayman Islands, our operations are subject to the Memorandum of Association and the Articles of Association as well as the Cayman Islands Companies Act. A summary of certain provisions of the Memorandum of Association and the Articles of Association and certain aspects of the Cayman Islands Companies Act is set out in Appendix III to this document.

2. Changes in the Share Capital of our Company

As at the date of incorporation of our Company on 8 June 2016, our Company had an authorised share capital of HK$380,000, divided into 3,800,000 Shares of HK$0.1 each.

The following changes in the share capital of our Company have taken place since the date of incorporation of our Company and up to the date of this document:

(a) on 8 June 2016, (i) one Share, credited as fully paid, was allotted and issued to the incorporator as subscriber share, which was transferred from the incorporator to Biel Crystal Manufactory on the same day; and (ii) 99 Shares, credited as fully paid, were allotted and issued to Biel Crystal Manufactory;

and

(b) on [●], our sole Shareholder passed a resolution to increase our authorised share capital from HK$380,000 to HK$[REDACTED] divided into [REDACTED] Shares of HK$0.1 each by creation of additional [REDACTED]

Shares of HK$0.1 each.

Immediately following completion of the [REDACTED] and the [REDACTED]

(assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon the exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme or the Share Option Scheme), the issued share capital of our Company will be HK$[REDACTED], divided into [REDACTED] Shares, all fully paid or credited as fully paid.

Save as disclosed hereinabove and as disclosed in the section headed “History, Development and Reorganisation – Reorganisation” in this document, there had been no alteration in the share capital of our Company since its incorporation and up to the date of

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among other matters:

(a) the authorised share capital of our Company was increased from HK$380,000 divided into 38,000,000 Shares of HK$0.1 each to HK$[REDACTED] divided into [REDACTED] Shares of HK$0.1 each by the creation of additional 9,962,000,000 Shares, which rank pari passu in all respects with the Shares in issue as of the date of such resolutions;

(b) conditional upon (i) the [REDACTED] granting the approval of the [REDACTED] of, and the permission to deal in, the Shares in issue and to be issued pursuant to the [REDACTED] (including any additional Shares which may be issued pursuant to the exercise of the [REDACTED]) and the Shares which may be issued upon exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme and the Share Option Scheme; (ii) the [REDACTED] having been duly agreed between the [REDACTED] (on behalf of the [REDACTED]) and our Company; (iii) the execution and delivery of the [REDACTED] on or around the [REDACTED];

and (iv) the obligations of the [REDACTED] under the [REDACTED] having become unconditional and the [REDACTED] not having been terminated in accordance with the terms therein or otherwise, in each case on or before such dates as may be specified in such agreements:

(i) the [REDACTED] was approved and our Directors were authorised to approve the allotment and issue of the Shares pursuant to the [REDACTED] on and subject to the terms and conditions thereof as set out in this document and the relevant [REDACTED];

(ii) the [REDACTED] was approved and our Directors were authorised to effect the same and to allot and issue such number of Shares upon the exercise of the [REDACTED];

(iii) conditional on the share premium account of our Company being credited as a result of the [REDACTED], our Directors were authorised to capitalise the sum of HK$[REDACTED] standing to the credit of the share premium account of our Company by applying such sum in paying up in full at par [REDACTED] Shares for allotment and issue, credited as fully paid, to holders of Shares whose name(s) appeared on the register of members of our Company on the date of passing this

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rights issue, scrip dividend schemes or similar arrangements providing for allotment of Shares in lieu of the whole or in part of any dividend in accordance with the Articles of Association, or pursuant to the exercise of any option granted or to be granted under the Pre-[REDACTED]

Share Option Scheme and the Share Option Scheme, or under the [REDACTED] or the [REDACTED], or upon exercise of the [REDACTED], such number of Shares representing up to 20% of the number of issued Shares immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme and the Share Option Scheme), and such mandate to remain in effect until the conclusion of our next annual general meeting, or the date by which our next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands, or the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying such authority, which occurs first;

(v) the Repurchase Mandate was given to our Directors to exercise all powers of our Company to repurchase on the Stock Exchange, or on any other approved stock exchange on which our securities may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, subject to and in accordance with the Listing Rules and all other applicable laws and rules, such number of Shares representing up to 10% of the number of issued Shares immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme and the Share Option Scheme), and such mandate to remain in effect until the conclusion of our next annual general meeting, or the date by which our next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands, or the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying such authority, whichever occurs first;

(vi) the extension of the Issue Mandate to include the nominal amount of Shares which may be repurchased pursuant to the Repurchase Mandate;

(vii) the adoption of the Pre-[REDACTED] Share Option Scheme and the

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(d) the Articles of Association were adopted in substitution of and to the exclusion of the existing articles of association of our Company with effect from the [REDACTED].

4. Our Subsidiaries

Certain details of our subsidiaries are set out in Appendix I to this document. Save as set out in Appendix I to this document, we do not have any other subsidiaries.

For details relating to the alteration in the share capital of our subsidiaries within the two years immediately preceding the date of this document, see “History, Development and Reorganisation — Corporate History and Shareholding Changes of our Group Companies” in this document.

5. Corporate Reorganisation

See “History, Development and Reorganisation — Reorganisation” in this document.

6. Repurchase of Shares

This paragraph sets out information required by the Stock Exchange to be included in this document relating to the repurchase by our Company of our own securities.

(a) Shareholders’ Approval

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

Pursuant to a resolution in writing passed by our sole Shareholder on [●], the Repurchase Mandate was given to our Directors authorising any repurchase by our Company of Shares on the Stock Exchange, or any other stock exchange on which the securities of our Company may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, of up to 10% of the number of issued Shares immediately following completion of the [REDACTED] and the [REDACTED] but excluding any Shares which may be issued pursuant to the exercise of the

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given to our Directors, whichever occurs first.

(b) Source of Funds

Repurchases must be funded out of funds legally available for the purpose in accordance with the Memorandum of Association, the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. A listed company may not repurchase 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. Subject to the foregoing, any repurchase by our Company may be made out of our funds which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of Shares made for the purpose of the repurchase. Any amount of premium payable on a purchase over the par value of the Shares to be repurchased must be made out of the funds which would otherwise be available for dividend or distribution or from sums standing to the credit of our share premium account.

(c) Reasons for Repurchases

Our Directors believe that it is in the best interests of our Company and the Shareholders for our Directors to have 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 if our Directors believe that such repurchases will benefit our Company and the Shareholders.

(d) Funding of Repurchases

In repurchasing securities, our Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association, the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.

On the basis of our current financial position as disclosed in this document and taking into account our current working capital position, our Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on our working capital and/or our gearing position as compared with the position disclosed in this document. 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 our working capital requirements or the gearing levels which in the opinion of our Directors are from time to time appropriate for us.

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reasonable enquiries, any of their close associates currently intends to sell any Shares to us or our subsidiaries. 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, the Memorandum of Association, the Articles of Association, the Cayman Islands Companies Act and other applicable laws of the Cayman Islands.

If, as a result of a repurchase of Shares, a Shareholder ’s proportionate interest in the voting rights of our Company is increased, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert 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 consequence which would arise under the Takeovers Code as a consequence of any 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 of our Company has notified us that he/she/it has a present intention to sell any Share to our Company, or has undertaken not to do so if the Repurchase Mandate is exercised.

FURTHER INFORMATION ABOUT OUR BUSINESS 7. Material Contracts

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

(a) the [REDACTED];

(b) a corporate division agreement dated 8 February 2021 and entered into between Biel Crystal (Huizhou) and Hongen Technology (Huizhou), pursuant to which, Biel Crystal (Huizhou) was divided into Biel Crystal (Huizhou) with a registered capital of HK$7,100,000,000 and Hongen Technology (Huizhou) with a registered capital of HK$2,600,000,000;

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pieces of land and the properties thereon which are mainly factories and warehouses at a total consideration of RMB896.8 million;

(e) an equity transfer agreement dated 28 July 2021 and entered into between Biel Crystal (China) and Biel Crystal Manufactory, pursuant to which, Biel Crystal (China) agreed to purchase, and Biel Crystal Manufactory agreed to sell, the entire equity interest in Biel Crystal High Tech at a consideration of HK$3,300,000,000;

(f) an equity transfer agreement dated 28 July 2021 and entered into between Biel Crystal (China) and Biel Crystal Manufactory, pursuant to which, Biel Crystal (China) agreed to purchase, and Biel Crystal Manufactory agreed to sell, the entire equity interest in Biel Crystal (Shenzhen) at a consideration of HK$497,431,000; and

(g) an equity transfer agreement dated 28 July 2021 and entered into between Biel Crystal (China) and Biel Crystal Manufactory, pursuant to which, Biel Crystal (China) agreed to purchase, and Biel Crystal Manufactory agreed to sell, the entire equity interest in Biel Crystal (Huizhou) at a consideration of HK$7,100,000,000.

8. Material Intellectual Property Rights (A) Trademarks

As at the Latest Practicable Date, we had registered the following trademarks which are material to our business:

No. Trademark Class

Registered owner

Place of registration

Registration number

Date of registration

1. 14, 17, 21, 35,

42

Biel Crystal (HK) Hong Kong 303839473AB 15 July 2016

2. 9 Biel Crystal (HK) PRC 20534189 7 November

2019

3. 17 Biel Crystal (HK) PRC 20534187 28 July 2019

4. 21 Biel Crystal (HK) PRC 20534186 21 September

2018

5. 35 Biel Crystal (HK) PRC 20534185 28 August 2017

6. 42 Biel Crystal (HK) PRC 32458819 14 June 2019

7. 9, 14, 21, 35,

42

Biel Crystal (HK) South Korea 4500747520000 21 July 2017

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8. 17 Biel Crystal (HK) South Korea 4013077410000 28 November 2017

9. 20 Biel Crystal (HK) PRC 18913159 21 February

2017

10. 40 Biel Crystal (HK) PRC 18913576 21 May 2017

11. 9, 14, 17, 21,

35, 42

Biel Crystal (HK) Hong Kong 303839464 15 July 2016

12. 9 Biel Crystal (HK) PRC 20534183 7 April 2019

13. 14 Biel Crystal (HK) PRC 20534182 21 September

2018

14. 17 Biel Crystal (HK) PRC 20534181 21 September

2018

15. 21 Biel Crystal (HK) PRC 20534180 7 April 2019

16. 42 Biel Crystal (HK) PRC 20534178A 21 September

2017

17. 9, 17, 21, 35,

42

Biel Crystal (HK) South Korea 4500747530000 21 July 2017 18. 9 Biel Crystal (HK) South Korea 4014750760000 2 May 2019 19. 14 Biel Crystal (HK) South Korea 4014750770000 2 May 2019

20. 9, 14, 17, 21,

35, 42

Biel Crystal (HK) Taiwan 01842636 16 May 2017

21. 9, 14, 17, 21,

35, 42

Biel Crystal (HK) Vietnam 4-2017-04565 3 March 2017

22. 9, 14, 17, 21,

35, 42

Biel Crystal (HK) Hong Kong 304404744 19 January 2018

23. 20 Biel Crystal (HK) PRC 18913264 21 May 2017

24. 40 Biel Crystal (HK) PRC 18913449 21 February

2017

25. 9, 14, 17, 21,

35, 42

Biel Crystal (HK) Vietnam 4-2017-04564 3 March 2017

26. 14, 17, 21, 35,

42

Biel Crystal (HK) Hong Kong 304404735 19 January 2018

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No. Trademark Class Applicant

Place of application

Application number

Date of application

1. 35 Biel Crystal (HK) PRC 54150870 9 March 2021

(B) Patents

As at the Latest Practicable Date, we had registered the following patents which are material to our business:

No. Type Description

Registered owner

Place of

registration Patent number

Date of application

1. Utility model Touch screen (觸摸屏)

Biel Crystal (Shenzhen)

PRC 201620014136.2 5 January 2016 2. Utility model A flexible sensing

film with anti-static function

(具有防靜電功能的 柔性感應膜)

Biel Crystal (Shenzhen)

PRC 201720536954.3 13 May 2017

3. Utility model Single layer multi-touch touch screen

(單層多點式觸控屏)

Biel Crystal (Shenzhen)

PRC 201720536744.4 13 May 2017

4. Utility model Fingerprint

recognition button (指紋識別按鍵)

Biel Crystal (Shenzhen)

PRC 201720651236.0 6 June 2017

5. Utility model A safe drainage type strengthening furnace

(一種安全排水式強 化爐)

Biel Crystal (Shenzhen)

PRC 201920361217.3 20 March 2019

6. Utility model A new type of polishing machine for polishing curved glass (一種用於拋光曲面 玻璃的新型拋光機)

Biel Crystal (Shenzhen)

PRC 201920891480.3 13 June 2019

7. Utility model Colour touch screen and touch display (彩色觸控屏及觸控 顯示屏)

Biel Crystal (Huizhou)

PRC 201320523773.9 26 August 2013

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8. Utility model Touch screen (觸控屏)

Biel Crystal (Huizhou)

PRC 201320528653.8 28 August 2013 9. Utility model A capacitive touch

screen

(一種電容式觸摸屏)

Biel Crystal (Huizhou)

PRC 201320551141.3 5 September 2013 10. Utility model A capacitive touch

screen

(一種電容觸摸屏)

Biel Crystal (Huizhou)

PRC 201320551143.2 5 September 2013 11. Utility model Touch screen

conductive glass (觸摸屏導電玻璃)

Biel Crystal (Huizhou)

PRC 201320802463.0 9 December 2013 12. Utility model Touch screen

(觸摸屏)

Biel Crystal (Huizhou)

PRC 201320802485.7 9 December 2013 13. Utility model Touch display device

(觸控顯示裝置)

Biel Crystal (Huizhou)

PRC 201320802566.7 9 December 2013 14. Utility model Infrared filter

(紅外綫濾鏡)

Biel Crystal (Huizhou)

PRC 201320802593.4 9 December 2013 15. Utility model One glass solution

touch screen (單片式電容觸摸屏)

Biel Crystal (Huizhou)

PRC 201420013257.6 9 January 2014

16. Utility model Coating structure based on graphic molding on glass or film surfaces (基於玻璃或膠片的 表面圖形成型的塗層 結構)

Biel Crystal (Huizhou)

PRC 201420046984.2 24 January 2014

17. Utility model Flexible circuit board with anti-static function

(具有防靜電功能的 柔性電路板)

Biel Crystal (Huizhou)

PRC 201520277249.7 30 April 2015

18. Utility model Touch screen (觸控屏)

Biel Crystal (Huizhou)

PRC 201520281682.8 7 July 2015 19. Utility model One glass solution

touch screen (單片式電容觸摸屏)

Biel Crystal (Huizhou)

PRC 201620014284.4 5 January 2016

20. Utility model Flexible circuit board and touch screen with anti-light leakage function

Biel Crystal (Huizhou)

PRC 201720536950.5 13 May 2017

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21. Utility model Curved cover glass (曲面玻璃蓋板)

Biel Crystal (Huizhou)

PRC 201720644893.2 5 June 2017

22. Utility model Sliding table mechanism for electronic

component testing device

(電子元件測試裝置 用滑台機構)

Biel Crystal (Huizhou)

PRC 201720939305.8 29 July 2017

23. Utility model Fixture for functional test of touch display device (觸控顯示裝置性能 測試用夾具)

Biel Crystal (Huizhou)

PRC 201720939468.6 29 July 2017

24. Utility model Coating structure for surface pattern forming on glass and film substrate (基於玻璃或膠片的 表面圖形成型的塗層 結構)

Biel Crystal (Huizhou)

PRC 201721741868.2 11 December 2017

25. Utility model Decorative film for cover glass (玻璃蓋板用裝飾薄 膜)

Biel Crystal (Huizhou)

PRC 201721761022.5 14 December 2017

26. Utility model Fingerprint

recognition button (指紋識別按鍵)

Biel Crystal (Huizhou)

PRC 201721765393.0 14 December 2017 27. Utility model Coating device for

cover glass (玻璃蓋板用塗布裝 置)

Biel Crystal (Huizhou)

PRC 201721802467.3 18 December 2017

28. Utility model Fingerprint

recognition module (指紋識別模組)

Biel Crystal (Huizhou)

PRC 201820072624.8 15 January 2018 29. Utility model Impedance testing

device for circuit on touch screen (觸控屏線路阻抗測 試裝置)

Biel Crystal (Huizhou)

PRC 201820105948.7 20 January 2018

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30. Utility model Positioning device for curved glass panel decorative film lamination (曲面玻璃面板裝飾 膜貼覆用定位裝置)

Biel Crystal (Huizhou)

PRC 201820990658.5 26 June 2018

31. Utility model Positioning device for hidden hole performance testing (隱藏孔性能檢測用 定位裝置)

Biel Crystal (Huizhou)

PRC 201820998896.0 26 June 2018

32. Utility model Printing squeegee for silk printing on curved glass panel (曲面玻璃面板絲網 印刷用刮刀裝置)

Biel Crystal (Huizhou)

PRC 201821008184.6 27 June 2018

33. Utility model Mould for thermal forming of curved glass panel (曲面玻璃面板熱壓 成型用模具)

Biel Crystal (Huizhou)

PRC 201821008199.2 27 June 2018

34. Utility model Fixture for spray coating of curved glass panel (曲面玻璃面板噴塗 用夾具)

Biel Crystal (Huizhou)

PRC 201821008306.1 27 June 2018

35. Utility model Graphite mould for thermal forming of curved glass panel (曲面玻璃面板熱壓 成型用石墨模具)

Biel Crystal (Huizhou)

PRC 201821008310.8 27 June 2018

36. Utility model Flexible circuit board (柔性電路板)

Biel Crystal (Huizhou)

PRC 201821091554.7 10 July 2018 37. Utility model Anti-fingerprint

cover glass (防指紋玻璃蓋板)

Biel Crystal (Huizhou)

PRC 201821763939.3 29 October 2018 38. Utility model Five-axis CNC

grinder (五軸數控磨床)

Biel Crystal (Huizhou)

PRC 201920167206.1 29 January 2019 39. Utility model A spiral multi-stage

filter device

Biel Crystal (Huizhou)

PRC 201920352073.5 19 March 2019

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40. Utility model A circuit structure for controlling automatic turning of fixture and its control system (一種用於控制治具 自動翻轉的電路結構 及其控制系統)

Biel Crystal (Huizhou)

PRC 201920509226.2 15 April 2019

41. Utility model A narrow border cover glass (一種窄邊框玻璃蓋 板)

Biel Crystal (Huizhou)

PRC 201920584510.6 25 April 2019

42. Utility model Gradient colour cover glass

(漸變色玻璃蓋板)

Biel Crystal (Huizhou)

PRC 201920711368.7 17 May 2019

43. Utility model An adjustable filter device for coating (一種可調節的鍍膜 用濾片裝置)

Biel Crystal (Huizhou)

PRC 201920713558.2 17 May 2019

44. Utility model A coated glass structure for reducing ambient light

(一種減少環境光的 鍍膜玻璃結構)

Biel Crystal (Huizhou)

PRC 201920728271.7 18 May 2019

45. Utility model A high-strength gradient colour cover glass (一種高強度的漸變 色玻璃蓋板)

Biel Crystal (Huizhou)

PRC 201920742620.0 22 May 2019

46. Utility model A positioning device and multi-station glue dispensing fixture

(一種定位裝置及多 工位點膠治具)

Biel Crystal (Huizhou)

PRC 201921746071.0 17 October 2019

47. Utility model A fingerprint cover (一種指紋蓋板)

Biel Crystal (Huizhou)

PRC 201922054036.9 25 November 2019 48. Utility model A multi-axis CNC

edge polishing machine

(一種多軸數控光邊 機)

Biel Crystal (Huizhou)

PRC 201922054091.8 25 November 2019

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49. Utility model A sorting machine for touch function testing of 3D smart watches

(一種3D智慧手錶觸 控功能測試分選機)

Biel Crystal (Huizhou)

PRC 201922054124.9 25 November 2019

50. Utility model A flexible lamination fixture

(一種柔性貼合治具)

Biel Crystal (Huizhou)

PRC 201922462252.7 31 December 2019 51. Utility model A lifting and turning

device and film lamination machine (一種升降翻轉裝置 及貼膜機)

Biel Crystal (Huizhou)

PRC 201922462597.2 31 December 2019

52. Utility model A finishing sandblasting positioning device and sandblasting machine

(一種光飾噴砂定位 裝置及噴砂機)

Biel Crystal (Huizhou)

PRC 201922463590.2 31 December 2019

53. Utility model An oiling mechanism (一種塗油機構)

Biel Crystal (Huizhou)

PRC 201922464465.3 31 December 2019 54. Utility model A concave film

lamination machine (一種凹面貼膜機)

Biel Crystal (Huizhou)

PRC 201922466052.9 31 December 2019 55. Utility model An optical fingerprint

recognition module (一種光學指紋識別 模組)

Biel Crystal (Huizhou)

PRC 202020297284.6 11 March 2020

56. Utility model A coloured plastic cover

(一種有色塑膠外殼)

Biel Crystal (Huizhou)

PRC 202021359024.3 10 July 2020

57. Utility model A durable mould structure for forming curved glass

(一種使用壽命長的 曲面玻璃成型模具結 構)

Biel Crystal High Tech

PRC 201620926451.2 23 August 2016

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58. Utility model A fixing device for double-sided glass based on wireless charging

technology (一種基於無線充電 技術的雙面玻璃固定 裝置)

Biel Crystal High Tech

PRC 201621126177.7 14 October 2016

59. Utility model A special grinding wheel for cold processing of 3D glass

(一種3D玻璃冷加工 專用砂輪)

Biel Crystal High Tech

PRC 201821310344.2 14 August 2018

60. Utility model Monitoring device for glass thermal forming

(玻璃熱彎監測裝置)

Biel Crystal High Tech

PRC 201821612757.6 30 September 2018

61. Utility model Glass cooling device (玻璃冷卻裝置)

Biel Crystal High Tech

PRC 201821612756.1 30 September 2018 62. Utility model A thermal forming

machine for 3D glass (3D玻璃熱彎機)

Biel Crystal High Tech

PRC 201821612745.3 30 September 2018

63. Utility model Thermal insulation board

(保溫隔熱板)

Biel Crystal High Tech

PRC 201821612758.0 30 September 2018 64. Utility model Type-Sapphire watch

case grinder (藍寶石錶殼磨床)

Biel Crystal High Tech

PRC 201822081123.9 11 December 2018 65. Utility model A shiny aluminium

alloy middle frame hanger structure (一種鏡面鋁合金中 框掛具結構)

Biel Crystal High Tech

PRC 201920308176.1 11 March 2019

66. Utility model Decorative film (裝飾片材)

Biel Crystal Chuangsheng

PRC 201821916910.4 20 November 2018 67. Utility model Graphite mould for

thermal forming of cover glass (玻璃蓋板熱彎成型 用石墨模具)

Biel Crystal Chuangsheng

PRC 201822020974.2 3 December 2018

(16)

68. Utility model A lamination device for large-angle curved cover glass (一種大角度曲面玻 璃蓋板與膜片貼合裝 置)

Biel Crystal Chuangsheng

PRC 201921474994.5 6 September 2019

69. Utility model A gradient colour sputtering coating device

(一種漸變色濺射鍍 膜裝置)

Biel Crystal Chuangsheng

PRC 201921482398.1 7 September 2019

70. Utility model A forming mould for inward curving cover glass (一種內彎式玻璃蓋 板壓制成型模具)

Biel Crystal Chuangsheng

PRC 201921482484.2 7 September 2019

71. Utility model A back cover

structure for mobile terminal

(一種移動終端後蓋 板結構)

Biel Crystal Chuangsheng

PRC 201921482548.9 7 September 2019

72. Utility model An inward curving cover glass (一種內彎式玻璃蓋 板)

Biel Crystal Chuangsheng

PRC 201921496641.5 8 September 2019

73. Utility model An anti-peep structure (一種防窺結構)

Biel Crystal Chuangsheng

PRC 201921502677.X 10 September 2019 74. Utility model A lamination device

for curved glass and OLED display screen

(一種曲面玻璃與 OLED顯示屏的貼合 裝置)

Biel Crystal Chuangsheng

PRC 201921501881.X 10 September 2019

75. Utility model A lamination device for OLED display screen

(一種OLED顯示屏貼 合裝置)

Biel Crystal Chuangsheng

PRC 201921534946.0 16 September 2019

(17)

76. Utility model An all-round lamination device for glass and OLED display screen (一種玻璃與OLED顯 示屏全方位貼合 裝置)

Biel Crystal Chuangsheng

PRC 201921534045.1 16 September 2019

77. Utility model A camera waterproof structure for mobile terminal back cover (一種移動終端後蓋 板的攝像頭防水結構)

Biel Crystal Chuangsheng

PRC 201921548776.1 17 September 2019

78. Utility model A new type of glass decorative film (一種新型玻璃裝飾 膜片)

Biel Crystal Chuangsheng

PRC 201921644750.7 29 September 2019

79. Utility model A textured cover glass

(一種紋理玻璃蓋板)

Biel Crystal Chuangsheng

PRC 201921644654.2 29 September 2019 80. Utility model A laser polishing

device

(一種激光拋光裝置)

Biel Crystal Chuangsheng

PRC 201921644468.9 29 September 2019 81. Utility model An equipment for

replacing

potassium nitrate in strengthening furnace

(一種用於更換強化 爐內硝酸鉀的設備)

Biel Crystal Chuangsheng

PRC 201921755419.2 18 October 2019

82. Utility model A screen-reading device and electronic equipment (一種屏幕發聲結構 與電子設備)

Biel Crystal Chuangsheng

PRC 202021470686.8 23 July 2020

83. Utility model A laser processing glass forming device

(一種激光加工玻璃 成型裝置)

Biel Crystal Chuangsheng

PRC 202021505451.8 27 July 2020

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84. Utility model Heater for performing spray drying on high-purity aluminum oxide slurry

(用於高純氧化鋁料漿 噴霧乾燥的發熱器)

Tongliao Precision

PRC 201220271787.1 8 June 2012

85. Utility model A device for crucible tooling and transfer (一種坩堝工裝以及坩 堝轉移裝置)

Tongliao Precision

PRC 201621305418.4 30 November 2016

86. Utility model Heat exchanger lifting mechanism and crystal growth furnace system (熱交換器升降機構以 及晶體生長爐系統)

Tongliao Precision

PRC 201920004328.9 2 January 2019

87. Utility model Graphite heating body and crystal growth furnace (石墨發熱體以及晶 體生長爐)

Tongliao Precision

PRC 201920004496.8 2 January 2019

88. Utility model A heat exchanger and crystal growth system

(一種熱交換器及長 晶系統)

Tongliao Precision

PRC 201920004497.2 2 January 2019

89. Utility model A heat exchanger and crystal growth system

(一種熱交換器及長 晶系統)

Tongliao Precision

PRC 201920004498.7 2 January 2019

90. Utility model An atomizing disc for aluminium oxide slurry

(一種氧化鋁料漿用 霧化盤)

Tongliao Precision

PRC 201922311014.6 20 December 2019

(19)

91. Utility model A connecting structure of heat exchanger (一種熱交換器的連 接結構)

Tongliao Precision

PRC 202022193253.9 29 September 2020

92. Utility model A graphite heating device

(一種石墨加熱器)

Tongliao Precision

PRC 202022193254.3 29 September 2020 93. Utility model A heat exchanger

(一種熱交換器)

Tongliao Precision

PRC 202022193255.8 29 September 2020 94. Invention A method and device

for simultaneous engraving and processing of multiple glass pieces

(一種同時精雕加工 多片玻璃的方法及其 裝置)

Biel Crystal (Shenzhen)

PRC 201610707163.2 23 August 2016

95. Invention Touch panel with button

(按鍵用觸控面板)

Biel Crystal (Huizhou)

PRC 201510082746.6 13 February 2015 96. Invention Touch screen

(觸控屏)

Biel Crystal (Huizhou)

PRC 201510217469.5 13 July 2015 97. Invention Structure for touch

screen button and touch screen (觸控屏用按鍵結構 和觸控屏)

Biel Crystal (Huizhou)

PRC 201610013018.4 5 January 2016

98. Invention Cover for watches (手錶鏡片)

Biel Crystal (Huizhou)

PRC 201710246351.4 15 April 2017 99. Invention Processing method

for holes on ceramic cover (陶瓷面板孔位的加 工方法)

Biel Crystal (Huizhou)

PRC 201710446839.1 14 June 2017

100. Invention A method and device for simultaneous engraving, processing and overlying of glass (一種同時精雕加工 疊加玻璃的方法及其 裝置)

Biel Crystal High Tech

PRC 201610707024.X 23 August 2016

(20)

101. Invention An exposure device for curved surface product

(一種曲面產品的曝 光設備)

Biel Crystal High Tech

PRC 201610831356.9 19 September 2016

102. Invention A brush and method for camera glass panel polishing (一種攝像頭玻璃面 板拋光毛刷及其拋光 方法)

Biel Crystal High Tech

PRC 201610883013.7 8 October 2016

103. Invention A processing method for hard glass edge (一種硬質玻璃邊緣 的加工方法)

Biel Crystal High Tech

PRC 201610934421.0 25 October 2016

104. Invention Cover glass for electronic equipment (電子設備用玻璃面 板)

Biel Crystal Chuangsheng

PRC 201710057117.7 23 January 2017

105. Invention A preparation method for sapphire doping agent

(一種藍寶石摻雜劑 的製備方法)

Tongliao Precision

PRC 200910251669.7 30 December 2009

106. Invention Production process of high-purity aluminum oxide (高純氧化鋁的生產 工藝)

Tongliao Precision

PRC 201210156451.5 19 May 2012

107. Invention Method for growing hemispherical sapphire crystal with certain curvature (生長具有一定曲率 的半球狀藍寶石晶體 的方法)

Tongliao Precision

PRC 201210179450.2 1 June 2012

(21)

108. Invention A preparation method for doping raw material used for growing gem single crystal through edge-defined film-fed growth method

(一種用於導模法生 長寶石單晶生長的摻 雜原料的製備方法)

Tongliao Precision

PRC 201210270450.3 30 July 2012

109. Invention A crucible, device and method of crystal growth

(一種晶體生長坩 堝、裝置及其生長方 法)

Tongliao Precision

PRC 201611243558.8 29 December 2016

110. Design Insulation box (保溫罐)

Biel Crystal (Huizhou)

PRC 201630012719.7 14 January 2016

As at the Latest Practicable Date, we had applied for the registration of the following patents which are material to our business:

No. Type Description Applicant

Place of application

Application

number Date of filing

1. Utility model 3D lens concave film lamination device (3D鏡片凹面貼膜 裝置)

Biel Crystal (Shenzhen)

PRC 202120636233.6 29 March 2021

2. Utility model A FPC bending fixture

(一種FPC彎折治具)

Biel Crystal (Huizhou)

PRC 201920555331.X 22 April 2019

3. Utility model A colour changing cover glass with change of angle (一種顏色隨角度變 化的玻璃蓋板)

Biel Crystal (Huizhou)

PRC 201920719583.1 17 May 2019

4. Utility model An automatic feeding system for cover (一種蓋板自動上料 系統)

Biel Crystal (Huizhou)

PRC 202021566980.9 31 July 2020

(22)

5. Utility model An injection moulding mould structure

(一種壓縮注塑模具 結構)

Biel Crystal (Huizhou)

PRC 202022099705.7 29 October 2020

6. Utility model A 3D ink printing platform (一種3D噴墨列印 載台)

Biel Crystal (Huizhou)

PRC 202022876110.8 2 December 2020

7. Utility model A high scene depth textured mould and its manufacturing method

(一種高景深紋理模 具及其製作方法)

Biel Crystal (Huizhou)

PRC 202022876164.4 2 December 2020

8. Utility model A glass cover plate with micro and nano texture (一種納米級紋理和 微米級紋理疊加玻璃 蓋板)

Biel Crystal Chuangsheng

PRC 201922015315.4 20 November 2019

9. Utility model An AG glass structure (一種AG玻璃結構)

Biel Crystal Chuangsheng

PRC 202021463594.7 22 July 2020 10. Utility model A glass GDM

positioning fixture (一種玻璃GDM定位 治具)

Biel Crystal Chuangsheng

PRC 202021469937.0 23 July 2020

11. Invention A concave film lamination machine (一種凹面貼膜機)

Biel Crystal (Huizhou)

PRC 201911410443.7 31 December 2019 12. Invention A preparation

technique for colourful ceramic product with imitation of natural texture and colourful ceramic product

(一種仿天然紋理多

Biel Crystal (Huizhou)

PRC 201911410866.9 31 December 2019

(23)

13. Invention A preparation method for 3D coloured ceramic back cover (一種3D彩色陶瓷背 板的製備方法)

Biel Crystal (Huizhou)

PRC 202010034783.0 14 January 2020

14. Invention A method of creating textured mould by coding mosaic (一種通過編碼 拼圖生成紋理模具 的方法)

Biel Crystal (Huizhou)

PRC 202010733236.1 27 July 2020

15. Invention A seamless lamination technique between injection mould product and film (一種注塑產品殼與 膜片無縫貼合工藝)

Biel Crystal (Huizhou)

PRC 202011007950.9 29 October 2020

16. Invention A glass thinning technique

(一種玻璃減薄工藝)

Biel Crystal (Huizhou)

PRC 202011324555.3 23 November 2020 17. Invention A gradient colour

technique (一種漸變色工藝)

Biel Crystal (Huizhou)

PRC 202011475520.X 14 December 2020 18. Invention A processing

technique for non-etching gradient anti-glare cover glass (一種無蝕刻漸變防 眩蓋板加工工藝)

Biel Crystal (Huizhou)

PRC 202011475611.3 14 December 2020

19. Invention A manufacturing technique for integrated convex lens

(一種一體式凸台鏡 片製作工藝)

Biel Crystal (Huizhou)

PRC 202011509178.0 19 December 2020

20. Invention A spray technique for water soluble ink (一種水溶性油墨噴 塗工藝)

Biel Crystal (Huizhou)

PRC 202011512117.X 19 December 2020

(24)

21. Invention A preparation method for zirconia ceramic mobile phone back cover with black sand effect (一種黑金沙效果氧 化鋯陶瓷手機背板的 製備方法)

Biel Crystal (Huizhou)

PRC 202011627375.2 31 December 2020

22. Invention A rotating mechanism and a fixture using the toothed rotating mechanism (一種旋轉機構及使 用該齒合旋轉機構的 夾具)

Biel Crystal High Tech

PRC 201811638119.6 29 December 2018

23. Invention A preparation technique for PVD composite film with high vibration and wear resistance (一種高振動耐磨性 能的PVD複合膜層製 備工藝)

Biel Crystal High Tech

PRC 201910227013.5 25 March 2019

24. Invention A manufacturing technique for coloured plastic mobile phone front cover

(一種有色塑膠手機 前蓋製作工藝)

Biel Crystal High Tech

PRC 202011618507.5 30 December 2020

25. Invention A manufacturing technique for coloured plastic mobile phone back cover

(一種有色塑膠手機 後蓋製作工藝)

Biel Crystal High Tech

PRC 202011618516.4 30 December 2020

(25)

26. Invention A glass cover plate with micro and nano texture and its manufacturing method

(一種納米級紋理和 微米級紋理疊加玻璃 蓋板及其製作方法)

Biel Crystal Chuangsheng

PRC 201911143539.1 20 November 2019

27. Invention Pattern generation method, printing and colouring method for printing gradient texture of glass

(玻璃漸變色紋理 的列印用圖案生成 方法、列印及上色 方法)

Biel Crystal Chuangsheng

PRC 201911412429.0 31 December 2019

28. Invention Manufacturing method for integrated film mould

(一體式菲林模具的 製作方法)

Biel Crystal Chuangsheng

PRC 202010718280.5 23 July 2020

29. Invention A screen-reading structure, front cover, back cover and electronic equipment (一種螢幕發聲結 構、前蓋板、後蓋板 及電子設備)

Biel Crystal Chuangsheng

PRC 202010716529.9 23 July 2020

30. Invention A method and structure for increasing glass strength

(一種增加玻璃強度 的方法及結構)

Biel Crystal Chuangsheng

PRC 202010717629.3 23 July 2020

(26)

31. Invention A manufacturing technique for laminating film mould

(一種貼合式菲林模 具的製作工藝)

Biel Crystal Chuangsheng

PRC 202010718009.1 23 July 2020

32. Invention A manufacturing method for glass decorative sheet (一種玻璃裝飾片的 製作方法)

Biel Crystal Chuangsheng

PRC 202010734517.9 27 July 2020

33. Invention A photoresist coating and a laser processing method for fog glass (一種光阻塗層及其 一種霧面玻璃鐳射加 工方法)

Biel Crystal Chuangsheng

PRC 202010732823.9 27 July 2020

34. Invention A multi-slice counterpoint exposure method and system (一種多片對位元曝 光方法和系統)

Biel Crystal Chuangsheng

PRC 202010760905.4 31 July 2020

35. Invention A manufacturing method for bionic glass cover plate and glass cover plate

(一種仿生紋玻璃蓋 板的製作方法及玻璃 蓋板)

Biel Crystal Chuangsheng

PRC 202010784593.0 6 August 2020

36. Invention A preparation technique for a seamless stitching textured mould with micro nano texture

(一種微納米紋理無

Biel Crystal Chuangsheng

PRC 202010821640.4 15 August 2020

(27)

37. Invention A purification firmware and a method of using purification firmware to maintain the impurity concentration of boiler water for a long term effectively (一種淨化固件及使 用該淨化固件長效維 持爐水雜質濃度的方 法)

Biel Crystal Chuangsheng

PRC 202011366402.5 29 November 2020

38. Invention A purification firmware for reducing lithium ion concentration in high temperature molten salt and its preparation method and application (一種降低高溫熔鹽 中鋰離子濃度的淨化 固件及其製備方法和 應用)

Biel Crystal Chuangsheng

PRC 202011378110.3 30 November 2020

(28)

copyrights which are material to our business:

No. Description Registered owner

Registration

number First release date

1. Inorganic non-metallic material mobile phone lens preparation process system V1.0

(無機非金屬材料手機鏡片製備 工藝系統V1.0)

Biel Crystal (Shenzhen)

2019SR0208465 17 October 2018

2. Inorganic non-metallic material mobile phone lens

comprehensive experiment software V1.0

(無機非金屬材料手機鏡片綜合 實驗軟體V1.0)

Biel Crystal (Shenzhen)

2019SR0208206 15 November 2018

3. Mobile phone lens 3D design software V1.0

(手機鏡片3D設計軟體V1.0)

Biel Crystal (Shenzhen)

2019SR0208199 18 October 2018

(D) Domain Names

As at the Latest Practicable Date, we had registered the following domain names which are material to our business:

Domain name Registered owner Expiry date

bielcrystal.com Biel Crystal (Shenzhen) 5 September 2023 bielcrystal.com.hk Biel Crystal (HK) 22 December 2021

(29)

9. Disclosure of interests

(A) Interest of our Directors and Chief Executive

Immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon the exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme or the Share Option Scheme), the interests and/or short positions of the Directors and chief executive of our Company in the shares, underlying shares and debentures of our Company and our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were 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 entered in the register referred to in that section, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, to be notified to our Company and the Stock Exchange, once the Shares are [REDACTED] on the Stock Exchange, will be as follows:

(a) Interests in the Shares

Name of Director Capacity/ Nature of interest

Number of Shares(1)

Approximate shareholding percentage

Dr. Yeung(Notes 2 and 3) Founder of a trust Interests of spouse

Interest in a controlled corporation

[REDACTED](L) [REDACTED]%

Mrs. Yeung(Notes 2 and 3)

Founder of a trust Interests of spouse

Interest in a controlled corporation

[REDACTED](L) [REDACTED]%

Notes:

(1) The letter “L” denotes a long position in the Shares.

(2) HSBC International Trustee, as the trustee of Kin Wai Trust, holds the entire issued share capital of Kin Wai (BVI). Kin Wai (BVI) holds the entire issued share capital of Man Ying International. Man Ying International in turn holds [REDACTED]

Shares. Kin Wai Trust is a trust set up by Dr. Yeung and Mrs. Yeung as joint settlors on 19 July 2021 in accordance with the laws of the BVI. Dr. Yeung and Mrs. Yeung are also the protectors of Kin Wai Trust. The beneficiaries of Kin Wai Trust are Dr.

Yeung, Mrs. Yeung and their family members. Accordingly, each of Dr. Yeung, Mrs.

Yeung and HSBC International Trustee is deemed to be interested in the [REDACTED] Shares held by Man Ying International under the SFO.

(3) Dr. Yeung is the spouse of Mrs. Yeung. Therefore, Dr. Yeung is deemed to be interested in the Shares in which Mrs. Yeung is interested and Mrs. Yeung is deemed to be interested in the Shares in which Dr. Yeung is interested under the

(30)

[REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon the exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme or the Share Option Scheme), have any interests or short positions in the shares, underlying shares or debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were 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 entered in the register referred to in that section, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, to be notified to our Company and the Stock Exchange, once the Shares are [REDACTED] on the Stock Exchange.

(B) Interest of our Substantial Shareholders

Save as disclosed in “Substantial Shareholders” in this document, our Directors are not aware of any person who will, immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Shares which may be issued upon the exercise of any options granted or to be granted under the Pre-[REDACTED] Share Option Scheme or the Share Option Scheme), have an interest or a short position in the Shares or underlying Shares which would fall to be disclosed to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be, 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.

(31)

and a letter of appointment with each of our Independent Non-executive Directors on [●]

2021. Each of the service contracts and the letters of appointment is for an initial fixed term of three years commencing from the [REDACTED].

Save as disclosed above, none of our Directors has entered into, or has proposed to enter into, a service contract with any member of our Group (other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation)).

11. Directors’ Remuneration

The aggregate remuneration (including fees, salaries, contributions to pension schemes, discretionary bonuses, housing and other allowances and other benefits in kind) paid to the Directors for the years ended 31 March 2019, 2020 and 2021 were HK$1.3 million, HK$1.3 million and HK$1.3 million, respectively.

Save as disclosed above, no other payments have been made or are payable, in respect of the Track Record Period, by any of member of our Group to any of the Directors.

Under the arrangements currently in force, we estimate the aggregate remuneration, excluding discretionary bonus, of the Directors for the year ending 31 March 2022 to be HK$11.6 million.

12. Directors’ Competing Interests

None of our Directors are interested in any business apart from our Group’s business which competes or is likely to compete, directly or indirectly, with the business of our Group.

13. Disclaimers

(a) Save as disclosed in this document, none of the Directors has any direct or indirect interest in the promotion of, or in any assets which have been, within the two years immediately preceding the issue of this document, 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.

(b) Save as disclosed in this document, none of the Directors 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.

(32)

(A) Pre-[REDACTED] Share Option Scheme

Set out below is a summary of the principal terms of the Pre-[REDACTED]

Share Option Scheme conditionally approved and adopted by our sole Shareholder on [●] 2021 as well as certain details relating to the outstanding options granted under the Pre-[REDACTED] Share Option Scheme. The terms of the Pre-[REDACTED] Share Option Scheme are not subject to the provisions of Chapter 17 of the Listing Rules.

(a) Duration

The Pre-[REDACTED] Share Option Scheme shall be valid and effective for the period of ten years commencing on the effective date (the “Scheme Period”) after which period no options shall be granted, but the provisions of the scheme shall in all other respects remain in full force and effect during the Scheme Period and options which are granted during the Scheme Period may continue to be exercisable in accordance with their terms of issue.

(b) Grant of Options

On and subject to the terms of the Pre-[REDACTED] Share Option Scheme, the Board shall, during the life of the Pre-[REDACTED] Share Option Scheme and at its absolute discretion (subject to any terms and conditions as it may think fit) offer to grant on one or more occasions to an eligible person as the Board may in its absolute discretion think fit. In granting the option, the Board shall notify the grantee all relevant particulars relating to the option, including the option period, the number of shares to which the option relates, the exercise price and any additional restrictions or conditions as the Board may in its absolute discretion impose on exercising the options.

The Pre-[REDACTED] Share Option Scheme and the grant of any option hereunder is conditional upon the passing of an ordinary resolution by the Shareholders (a) to adopt the Pre-[REDACTED] Share Option Scheme; (b) to authorise the Directors to grant the options thereunder; and (c) to allot, issue and deal with the shares pursuant to the exercise of any options granted under the Scheme. If such conditions are not fulfilled, then:

(i) the Pre-[REDACTED] Share Option Scheme shall forthwith determine;

(ii) any option granted or agreed to be granted pursuant to the Pre-[REDACTED] Share Option Scheme and any offer of a grant

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(c) Maximum Entitlement of Pre-[REDACTED] Share Option Scheme

The total number of shares available for issue upon exercise of all options to be granted under the Pre-[REDACTED] Share Option Scheme is [●] Shares (as adjusted after [REDACTED]) (the “Scheme Mandate Limit”).

Options lapsed in accordance with the terms of the Pre-[REDACTED] Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit.

Our Company may also seek separate approval of the Shareholders for granting options beyond the Scheme Mandate Limit to eligible persons specifically identified by our Company before such approval is sought.

(d) Acceptance of Offers of Options

On and subject to rules of the Pre-[REDACTED] Share Option Scheme and such other conditions as the Board may in its absolute and sole discretion sees fit, offers of options shall be made by our Company to the eligible person within the scheme period and shall be open for acceptance in writing and such notice of acceptance must be duly received by the secretary of our Company on or before 5:00 p.m. on the expiry date for acceptance of the offer specified in the offer provided that an offer shall not be open for acceptance after the expiry of 14 days from the date upon which the offer is made. Upon acceptance of the option, the grantee shall pay HK$1.00 to our Company as consideration for the grant, and on the date of grant option certificate(s) under the common seal of our Company shall be issued. Offers of options not accepted within the option period shall lapse. An option shall be personal to the option holder and shall not be transferable or assignable by the option holder.

An option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(i) the expiry of the option period (subject to the time of exercise of options provision and the alteration and termination provision);

(ii) the expiry of the periods referred to the right of exercise and takeover offers, compromise, arrangement, liquidation and reorganisation provision respectively;

(iii) subject to the scheme or amalgamation becoming effective, the expiry of the period referred to the compromise and arrangement

(34)

directorship, office or appointment on grounds including, but not limited to, misconduct, bankruptcy, insolvency and conviction of any criminal offence involving his integrity or honesty;

(v) the close of the two Business Days prior to the general meeting of our Company held for the purpose of approving the voluntary winding-up of our Company or, if no such general meeting is held, the date of the commencement of the winding-up of our Company; or

(vi) the date on which the option is cancelled by the Board in accordance with the Shareholders’ approval in general meeting as provided in the cancelation of options granted but not exercised provision.

(e) Exercise Price

The exercise price for Shares under the Pre-[REDACTED] Share Option Scheme will be determined by the Board on a fair and reasonable basis with reference to the performance of our Company and the past or potential contribution of the eligible person to the business and operation of our Company, and be notified to each grantee.

(f) Rights of Exercise

Subject to the relevant provisions in relation to acceptance of offers of options, rights of exercise, takeover offers, compromise, arrangement, liquidation and reorganisation and the provisions for early termination of the Pre-[REDACTED] Share Option Scheme, options may be exercised by an eligible person (or in the case of his death, his personal representative(s)), in whole or in part, at any time during the option period after such option becomes vested on such option-holder and in accordance with the time of exercise of options provisions.

Notwithstanding anything in the Pre-[REDACTED] Share Option Scheme to the contrary, the option period shall not be extended and, on expiry of the option period, all rights in respect of an option shall terminate, except in so far as there has been an effective exercise of that option prior thereto and

(35)

Share Option Scheme at any time during the option period after such option becomes vested on an option-holder as specified by the Board in relation to each such option in its terms of grant. The Board may provide restrictions on how and when an option during the period for which an option must be achieved before an option can be exercised.

(h) Alteration in Capital Structure

Upon the occurrence of any relevant event while any option remains exercisable or otherwise, such corresponding alterations (if any) certified and confirmed by the auditors to the Directors in writing as fair and reasonable will be made in the subject matter of the option so far as unexercised, the exercise price and/or the method of the exercise of the option, provided that no such alteration shall be made which would give a grantee a different proportion of the issued shares of our Company as that to which he or she was previously entitled, no alteration shall be made if any alteration in the capital structure of our Company is the result of an issue of shares in the capital of our Company as consideration in a transaction.

(i) Administration

The Pre-[REDACTED] Share Option Scheme shall be administered by the Board and the decision of the Board shall be final and binding on all parties. The Board shall have power from time to time to make or vary regulations for the administration and operation of the Pre-[REDACTED]

Share Option Scheme, provided that the same are not inconsistent with the Pre-[REDACTED] Share Option Scheme.

(j) Alteration and Termination

Subject to the following sentence, the Pre-[REDACTED] Share Option Scheme may be altered in any respect by resolution of the Board. Alterations to the terms and conditions of the Pre-[REDACTED] Share Option Scheme, which are of a material nature cannot be made, unless in both case, the prior approval of the Shareholders in general meeting of our Company (with option holders or prospective option holders or participants abstaining from voting) is obtained. No such alteration shall operate to affect adversely the terms of issue of any option granted or agreed to be granted prior to such alteration.

(36)

and in such event no further options shall be offered but the provisions of the Pre-[REDACTED] Share Option Scheme shall remain in all other respects in full force and effect in respect of any options granted prior thereto but not yet exercised at the time of termination. Any options not exercised within this prescribed period shall lapse automatically.

In no circumstances shall a person ceasing to be an eligible person for any reason be entitled to any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under any options then held by him or any offer to grant any option or otherwise in connection with the Pre-[REDACTED] Share Option Scheme.

(k) Details of Outstanding Options Granted under the Pre-[REDACTED]

Share Option Scheme

As at the Latest Practical Date, the aggregate number of underlying Shares pursuant to the outstanding options granted under the Pre-[REDACTED] Share Option Scheme is [●] Shares (as adjusted after the [REDACTED]), representing [●]% of the total issued Shares immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised and no additional Shares are issued pursuant to the Pre-[REDACTED] Share Option Scheme). The exercise price of the options granted under the Pre-[REDACTED] Share Option Scheme is between HK$[●] to HK$[●] per Share. All options granted under the Pre-[REDACTED] Share Option Scheme are exercisable upon vesting until the [●] anniversary of the date of grant. No option shall be granted under the Pre-[REDACTED] Share Option Scheme after the [REDACTED].

Assuming the full exercise of the options granted under the Pre-[REDACTED] Share Option Scheme, the shareholding of our Shareholders immediately following completion of the [REDACTED] and the [REDACTED] will be diluted by [●]% if calculated on the basis of [●] Shares in issue immediately following completion of the [REDACTED] and the [REDACTED] (assuming the [REDACTED] is not exercised).

(37)

Option Scheme, including the Directors, members of the senior management and employees of our Company.

The table below set out the details of share options granted to the Directors and members of the senior management of our Company under the Pre-[REDACTED] Share Option Scheme that are outstanding as at the Latest Practicable Date:

Name

Position in

our Group Address

Exercise price (taking into account the effect of the [REDACTED])

Number of Shares underlying the outstanding options (as adjusted after the [REDACTED])

Date of grant

Vesting period

Approximate shareholding percentage in our Company underlying the outstanding options(1)

(HK$/Share) (%)

Directors

[●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●]

Senior management

[●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●]

Note:

(1) Based on the assumption that the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of share options granted under the Pre-[REDACTED] Share Option Scheme.

Save as disclosed hereinabove, as at the Latest Practicable Date, no share options had been granted to connected persons of our Company under the Pre-[REDACTED] Share Option Scheme.

(38)

outstanding as at the Latest Practicable Date:

Batch number

Total number of grantees

Exercise price (taking into account the effect of the [REDACTED])

Number of Shares underlying the outstanding options (as adjusted after the

[REDACTED]) Date of grant

Vesting period

Approximate shareholding percentage in our Company underlying the outstanding options(1)

(HK$/Share) (%)

Batch 1 [●] [●] [●] [●] [●] [●]

Batch 2 [●] [●] [●] [●] [●] [●]

Batch 3 [●] [●] [●] [●] [●] [●]

Note:

(1) Based on the assumption that the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of share options granted under the Pre-[REDACTED] Share Option Scheme.

Application has been made to the [REDACTED] for the [REDACTED]

of and permission to deal in the Shares to be issued pursuant to the [REDACTED].

Our Company has applied for and [has been granted] (i) a waiver from the Stock Exchange from strict compliance with the disclosure requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix IA to the Listing Rules;

and (ii) an exemption from the SFC from strict compliance with the disclosure requirements of paragraph 10(d) of Part I of the Third Schedule to the Companies (WUMP) Ordinance. See “Waivers from Strict Compliance with the Listing Rules and Exemption from Strict Compliance with the Companies (WUMP) Ordinance” in this document for details.

(B) Share Option Scheme

The following is a summary of the principal terms of the Share Option Scheme conditionally approved and adopted by our sole Shareholder on [●] 2021:

(39)

who are significant to and/or whose contributions are or will be beneficial to the performance, growth and success of our Group.

(b) Eligible Persons

Our Board may, at its sole discretion, offer the grant of any options to (i) any executive director or manager of or other employee holding an executive, managerial, supervisory or similar position in any member of our Group (an

“Employee”), any proposed Employee, any full-time or part-time Employee, or a person for the time being seconded to work full-time or part-time for any member of our Group (an “Executive”); (ii) any director or proposed director (including an independent non-executive director) of any member of our Group; (iii) a consultant, business or joint venture partner, franchisee, contractor, agent or representative of any member of our Group; (iv) a person or entity that provides research, development or other technological support or any advisory, consultancy, professional or other services to any member of our Group; or a close associate (as defined under the Listing Rules) of any of the foregoing persons (together, the “Eligible Persons” and each an “Eligible Person”).

(c) Administration

The Share Option Scheme shall be subject to the administration of our Board whose decision on all matters arising in relation to the Share Option Scheme or its interpretation or effect shall (except as otherwise provided in the rules of the Share Option Scheme) be final and binding on all parties thereto. Our Board may delegate any or all of its powers in relation to the Share Option Scheme to any of its committees.

(d) Determination of Eligibility

(i) On and subject to the terms of the Share Option Scheme, our Board is entitled to, at any time within the period of the Share Option Scheme, offer the grant of any option to any Eligible Person (a “Grantee”) as our Board may in its absolute discretion select. For the avoidance of doubt, the grant of any option by our Company for the subscription of Shares to any person who falls within the definition of Eligible Persons shall not, by itself, unless our Directors otherwise determine, be construed as a grant of options under the Share Option Scheme.

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