To comply with the requirements under Chapter 8A of the Listing Rules, our WVR structure will be amended to entitle holders of each Class A Ordinary Share to exercise ten votes, and holders of each Class B Ordinary Share to exercise one vote, on matters subject to voting at general meetings of our Company, subject to Rule 8A.24 of the Listing Rules and the PRC Company Law that requires the Reserved Matters and Special Matters to be voted on a one-vote-per-share basis.
Summary · 第 4 页
By adopting the WVR structure, this will enable our Company to benefit from the continuing vision and leadership of the WVR Beneficiaries who will control our Company with a view to its long-term prospects and strategy.
Mr. Liu, Mr. Zhong and Ms. Li entered into the Concert Party Agreement on November 18, 2020 to acknowledge and confirm their acting-in-concert relationship with respect to our Company.
Summary · 第 9 页
under the current WVR voting structure of our Company, our group of Controlling Shareholders controlled 79.14% of voting rights at general meetings of our Company (save and except for the Reserved Matters in relation to which each Class A Share and each Class B Share shall entitle its holder to one vote on poll)
Summary · 第 9 页
Upon completion of the Global Offering, our Company will unwind the WVR structure and our group of Controlling Shareholders will continue to control the exercise of the voting rights of 197,649,812 Shares, which represents approximately 36.70% of our total issued share capital (assuming that the share options granted under the Pre-IPO Share Option Scheme have not been exercised and remain outstanding).
Each Class A Share will entitle the holder to exercise ten votes, and each Class B Share will entitle the holder to exercise one vote, on any resolution tabled at our Company’s general meetings, except for resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to one vote.
Summary · 第 8 页
(i) Mr. Yangtian Xu will beneficially own 798,973,148 Class A Shares and 487,090,102 Class B Shares, representing approximately 49.9% voting rights in the Company;
Summary · 第 8 页
Immediately after the completion of the Global Offering (assuming the Assumptions), Mr. Yangtian Xu, our Founder, executive Director and Chief Executive Officer, will be interested in and will control, through his intermediaries, an aggregate of 798,973,148 Class A Shares and 487,090,102 Class B Shares, representing approximately 30.3% of our issued Shares, and will be entitled to exercise approximately 49.9% of the voting rights of our issued Shares in general meetings (except for resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to one vote).
Our Company has adopted the WVR structure, effective upon Listing, to enable the WVR Beneficiaries to exercise voting control over our Company.
Summary · 第 5 页
Each Class A Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share entitles the holder to exercise ten votes, respectively, on matters subject to voting at general meetings of our Company, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one-vote-per-share basis.
Summary · 第 5 页
Prospective investors are advised to be aware of the potential risks of investing in companies with weighted voting rights structures, in particular that interests of the WVR Beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exercise their higher voting power to influence the affairs of our Company and the outcome of Shareholders' resolutions, irrespective of how other Shareholders vote.
To allow our Company to benefit from the continuing vision and leadership of Mr. Ding who control our Company with a view to its long-term prospects and strategy, our Company has adopted a weighted voting rights structure, where, our share capital comprises Class A Shares, Class B Shares and Series A Preferred Shares.
Summary · 第 14 页
Each Class B Share entitles the holder to ten votes per share at our Company’s general meetings.
Summary · 第 14 页
our weighted voting rights structure will be unwound upon [REDACTED] and all the issued shares of our Company (including all Preferred Shares) will be converted and re-designated into ordinary Shares which entitle holders to one vote for each Share at the general meeting of our Company pursuant to the Articles of Association to take effect upon [REDACTED].
As at the date of this Document, under the Existing WVR Structure, our Single Largest Shareholders Group, through their aggregated interests in 21.99% of the total number of issued Shares, are collectively entitled to control the exercise of 42.60% of the voting rights at our general meetings.
Summary · 第 13 页
Immediately after the completion of the [REDACTED] (assuming that the [REDACTED] is not exercised), and the unwinding of the Existing WVR Structure upon [REDACTED], our Single Largest Shareholders Group will be entitled to control the exercise of [REDACTED]% voting rights of the Company and will remain as the group of Shareholders with the largest voting power at our general meetings.
Our Company is proposing to adopt a WVR structure effective immediately upon the completion of the [REDACTED] to enable Mr. Chow, the WVR Beneficiary, to exercise voting control over our Company.
Summary · 第 4 页
Our Company considers the adoption of the WVR Structure to be an important element to our Company's success and ability to continue to innovate in the future.
上海百秋尚美科技服务集团股份有限公司Shanghai Buy Quickly BMax Technology Services Group Co., Ltd.
控股股东通过WVR架构持73.29%投票权
In addition, with our WVR Structure, our Controlling Shareholders Group was collectively interested in approximately 45.41% of our total share capital and 73.29% of voting rights.
Summary · 第 13 页
As of the Latest Practicable Date, our Controlling Shareholders Group consisted of Mr. Liu, Shanghai BQ Zhicheng, Buy Quickly Partner, Buy Quickly YIERYI, Mr. Hu and Mr. Qiu.
Each Class A Ordinary Share entitles the holder to exercise ten votes, and each Class B Ordinary Share entitles the holder to exercise one vote, respectively, on matters subject to voting at general meetings of our Company, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one-vote-per-share basis
Summary · 第 4 页
Pursuant to the Concert Party Agreement, Ms. Yao, Mr. Liu, Mr. Deng Xianliang (鄧先亮) and Mr. Zheng and their respective wholly-owned companies agreed to act in concert with Mr. Deng and his wholly-owned company in exercising Shareholders’ rights pertaining to our Company in accordance with Mr. Deng’s instructions, and will continue to act in concert with each other after the [REDACTED].
Summary · 第 4 页
Taking into account the WVR Beneficiary’ contribution to the Group, the adoption of the WVR structure is in the best interests of the Company and its Shareholders as a whole.
As of the Latest Practicable Date, Mr. Jiang (our co-founder, our executive Director, the Chairman of our Board and our Chief Executive Officer) controls an aggregate of 50,824,372 Shares (representing an aggregate of 32.9078% of the issued share capital of our Company and 66.6058% of the voting rights in our Company) through OVERMARS, the 2019 Proxy Arrangement, the Midascapital Proxy Arrangement, the H Capital Proxy Arrangement and the Super Voting Rights Arrangement.
Summary · 第 13 页
The Midascapital Proxy Arrangement, the H Capital Proxy Arrangement and the Super Voting Rights Arrangement will terminate before or upon [REDACTED].
Under our weighted voting rights structure, our share capital comprises Class A Ordinary Shares and Class B Ordinary Shares.
Summary · 第 16 页
Our Company is adopting the WVR structure to enable the WVR Beneficiaries to exercise voting control over our Company.
Summary · 第 17 页
Taking into account the WVR Beneficiaries’ contribution to the Group, such arrangement is in the best interests of the Company and its Shareholders as a whole.
Each Class A Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share currently entitles the holder to exercise 40 votes on any resolution tabled at our Company's general meetings, except for resolutions with respect to the Reserved Matters in relation to which each Share is entitled to one vote.
Summary · 第 26 页
Immediately following the completion of the Global Offering, our WVR Beneficiaries will be Dr. Han and Dr. Li.
Summary · 第 27 页
Our Company adopted the WVR structure to enable our WVR Beneficiaries to exercise voting control over our Company notwithstanding that our WVR Beneficiaries do not hold a majority economic interest in the issued share capital of our Company.
The Company has a WVR Structure. Under the current structure, the Company’s share capital comprises Class A Ordinary Shares and Class B Ordinary Shares; each Class A Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share currently entitles the holder to exercise ten votes, on any resolution tabled at the Company’s general meetings, except for resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to one vote.
Summary · 第 19 页
The Company adopted the WVR structure to enable the WVR Beneficiaries to exercise voting control over the Company notwithstanding that the WVR Beneficiaries do not hold a majority economic interest in the share capital of the Company.
Summary · 第 19 页
Prospective investors are advised to be aware of the potential risks of investing in companies with a WVR structure, in particular that the interests of the WVR Beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exert significant influence over the affairs of our Company and the outcome of Shareholders’ resolutions.
Our Company is proposing to adopt a weighted voting rights structure effective immediately prior to completion of the Global Offering.
Summary · 第 13 页
Immediately upon the completion of Global Offering, the WVR Beneficiary will be Mr. Wu.
Summary · 第 13 页
Mr. Wu has offered to voluntarily restrict the exercise of the voting rights attached to all of his then-held Class B Shares (through Mine Mine International Limited) up to an amount equal to 30% of the total voting rights of the Company (excluding treasury shares if any) for any resolution proposed at a general meeting of the Company (other then the Reserved Matters) during the first 4 years after Listing.
Each Class B Ordinary Share entitles the holder thereof to exercise one vote, and each Class A Ordinary Share entitles the holder thereof to exercise ten votes, on any resolution tabled at the Company’s general meetings, except for resolutions with respect to a limited number of Reserved Matters, in relation to which each Share is entitled to one vote.
Summary · 第 8 页
Immediately upon the completion of the Global Offering, the Company’s WVR Beneficiaries will be our Co-Founders, Dr. Yifan Li, Dr. Kai Sun, and Mr. Shaoqing Xiang, who will control an aggregate of 26,998,861 Class A Ordinary Shares and 165,031 Class B Ordinary Shares.
Summary · 第 9 页
Our Company’s WVR Structure enables the WVR Beneficiaries to exercise voting control over our Company notwithstanding that the WVR Beneficiaries do not hold a majority economic interest in the share capital of our Company.
The Company has an H-Share weighted voting rights structure.
Summary · 第 10 页
Our Company adopts the WVR structure to enable the WVR Beneficiaries to exercise voting control over our Company.
Summary · 第 11 页
Immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), 218,560,434 Class A Ordinary Shares and 55,884,378 Class B Ordinary Shares, representing approximately (i) 68.62% of the voting rights in our issued share capital in general meetings (except for the Reserved Matters and the Special Matters) with each Class A Ordinary Share entitling the holder to exercise ten votes and each Class B Ordinary Share entitling the holder to exercise one vote, and (ii) 21.12% of the voting rights in our issued share capital in general meetings for resolutions with respect to the Reserved Matters and the Special Matters with each Share entitling the holder to exercise one vote, will be held by the Management Shareholders in aggregate, which are controlled by the WVR Beneficiaries.
The relevant voting rights under the voting proxy agreements will be vested on Little Blue Light Ltd with effect from the Listing Date, and such voting rights shall be exercised by Little Blue Light Ltd solely at all general meetings of the Company (with or without the attendance of the Proxy Shareholders or their respective representatives).
Summary · 第 21 页
Therefore, Mr. Guang, Little Green Light Ltd and Little Blue Light Ltd will be our Controlling Shareholders upon Listing.
Each Class A Ordinary Share entitles the holder to exercise ten votes, and each Class B Ordinary Share entitles the holder to exercise one vote, respectively, on any matters subject to the vote at general meetings of the Company, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis.
Summary · 第 11 页
This will enable our Company to benefit from the continuing vision and leadership of the WVR Beneficiaries who will control our Company with a view to its long-term prospects and strategy.
Summary · 第 12 页
Prospective investors are advised to be aware of the potential risks of investing in companies with weighted voting rights structures, in particular that interests of the WVR Beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exercise their higher voting power to influence the affairs of our Company and the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote.
黑芝麻智能国际控股有限公司Black Sesame International Holding Limited02533.HK
单先生经投票权安排控制56%投票权且上市后终止
under the weighted voting rights structures currently in place, Mr. Shan controlled 56.00% of voting rights of our Company), and upon Listing the weighted voting rights structure will cease
Summary · 第 16 页
Therefore, Mr. Shan will be our Single Largest Shareholder upon Listing and our Company will not have any controlling shareholders as defined under the Listing Rules.