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Jinke Smart Services Group Co., Ltd. M&A Activity 2026
51128_rns_2026-01-16_4cd97c8e-5b23-4a1e-9157-6222d6e762f7.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
JINKE金科服务
关爱无处不在
Broad Gongga
Investment Pte. Ltd.
(a private limited company incorporated in Singapore with limited liability)
Jinke Smart Services Group Co., Ltd.
金科智慧服務集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9666)
JOINT ANNOUNCEMENT
REVISED MANDATORY CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE OFFER SHARES IN THE COMPANY
THE ROLLOVER OPTION
Financial adviser to the Offeror
Independent Financial Adviser to the Independent Board Committee
红日资本有限公司
RED SUN CAPITAL LIMITED
References are made to (i) the revised composite document dated 9 December 2025 jointly issued by the Company and the Offeror in relation to, among other things, the Revised Offer, accompanied by the Revised Form of Acceptance (the “Revised Composite Document”); (ii) the announcement dated 24 December 2025 jointly issued by the Company and the Offeror in relation to the approval of the Delisting Resolution at the EGM; and (iii) the announcement dated 16 January 2026 jointly issued by the Company and the Offeror in relation to the satisfaction of the Delisting Acceptance Condition (the “Unconditional Announcement”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Revised Composite Document.
ROLLOVER OPTION BECOMES EFFECTIVE
As set out in the Unconditional Announcement, the Delisting Conditions, namely (i) the approval of the Delisting Resolution at the EGM and (ii) the Delisting Acceptance Condition, have been satisfied as at 16 January 2026.
As stated in the Revised Composite Document, upon the satisfaction of both Delisting Conditions, Shareholders who accept the Offer (regardless of whether the acceptance was tendered before or after the Delisting Conditions are satisfied) will be offered the Rollover Option to reinvest a portion or all of their total cash consideration received under the Enhanced Offer Price into Top Yingchun Investment IV.
ELECTION OF ROLLOVER OPTION
Shareholders who wish to elect the Rollover Option shall submit the Subscription Form in accordance with the instructions contained therein within seven (7) calendar days following the closing of the Revised Offer (i.e., by 20 February 2026) and complete the logistics and procedures in relation to the payment of the total subscription price within six (6) months following the date of submitting the Subscription Form, or such later date as may be determined by Top Yingchun Investment IV. The Subscription Form is enclosed in this announcement.
The Rollover Option and the receipt of Top Yingchun Investment IV Shares are subject to the laws and regulations of the jurisdiction in which the Shareholders are located. Shareholders wishing to elect the Rollover Option and receive Top Yingchun Investment IV Shares should be aware of the laws and regulations of their jurisdiction and ensure that they are legally permitted to do so.
The minimum amount that can be reinvested into Top Yingchun Investment IV is equivalent to the subscription price of one Top Yingchun Investment IV Share, i.e., HK$8.69 per Top Yingchun Investment IV Share. In exchange for the reinvested cash consideration, these Shareholders will receive newly issued Top Yingchun Investment IV Shares.
Shareholders are reminded that reinvestment into Top Yingchun Investment IV through the election of Rollover Option may be subject to outbound direct investment approvals, registrations, filings, and permits from all relevant PRC government authorities in connection with their subscriptions of Top Yingchun Investment IV Shares (where applicable) and the payment of the subscription funds.
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INFORMATION OF TOP YINGCHUN INVESTMENT IV
Top Yingchun Investment IV Shares are the shares in Top Yingchun Investment IV, an unlisted investment holding company incorporated in the British Virgin Islands with limited liability. As at the date of this announcement, Top Yingchun Investment IV is the parent company of the Offeror and Thematic Bridge; Top Yingchun Investment IV has a total of 329,366,646 issued Top Yingchun Investment IV Shares, which are wholly owned by Jubilant Summer Limited, Power Powell Limited and Ample Lamei Holding Ltd.
The newly issued Top Yingchun Investment IV Shares will rank pari passu in all respects among themselves and with all other Top Yingchun Investment IV Shares in issue as at the date of the issuance of the newly issued Top Yingchun Investment IV Shares, including the right to receive all future dividends and distributions which may be declared, made or paid by Top Yingchun Investment IV. Evidence of title in the Top Yingchun Investment IV Shares is shown by recording the holders' names and shareholding details in the register of members kept by Top Yingchun Investment IV and/or issuing the share certificates to such holders.
Top Yingchun Investment IV is an unlisted company incorporated in the British Virgin Islands. Accordingly, its shareholders will not be entitled to the benefits and protections afforded under the Listing Rules. In addition, depending on the number of Shareholders who opted for the Rollover Option, Top Yingchun Investment IV may not qualify as a "public company" under the Takeovers Code, in which case the protections under the Takeovers Code may not be applicable to holders of its shares.
For further information of Top Yingchun Investment IV, please refer to (i) the section entitled "Rollover Option Upon Satisfaction of Both Delisting Conditions" in the "Letter from CICC"; (ii) "Appendix IV – Information of Top Yingchun Investment IV"; (iii) "Appendix V – Estimate of Value of Top Yingchun Investment IV Shares"; and (iv) "Appendix VI – Articles of Association of Top Yingchun Investment IV", as set out in the Revised Composite Document.
WARNING
Shareholders are encouraged to read the Revised Composite Document carefully, including the advice of the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rollover Option, before deciding whether or not to elect the Rollover Option. If Shareholders are in any doubt about their position, they should consult their professional advisers.
By order of the board of directors of Broad Gongga Investment Pte. Ltd.
Ho Wing Hang Florence
Director
By order of the Board
Jinke Smart Services Group Co., Ltd.
Xia Shaofei
Chairman
Hong Kong, 16 January 2026
The directors of the Offeror and the shareholder-cum-directors of the managers of Boyu jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.
As at the date of this announcement, the board of directors of the Offeror is comprised of Ms. Ho Wing Hang Florence, Mr. Sun Jianjun and Ms. Li Wenting, and the managers of Boyu are Yixin, Ltd. (of which Mr. Tong Xiaomeng is the sole shareholder and sole director) and JH Capital Holdings Ltd. (of which Mr. Cheung, Chi Yan Louis is the sole shareholder and sole director).
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and its Concert Parties) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the directors of the Offeror and the shareholder-cum-directors of the managers of Boyu) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.
As at the date of this announcement, the Board comprises Mr. Xia Shaofei as executive Director, Mr. Wu Xiaoli, Ms. Lin Ke and Mr. Qi Shihao as non-executive Directors, and Ms. Xiao Huilin, Ms. Yuan Lin and Mr. Tung Woon Cheung Eric as independent non-executive Directors.
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SUBSCRIPTION FORM
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Subscription Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Subscription Form.
THIS SUBSCRIPTION FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WE RECOMMEND YOU TO COMPLETE AND RETURN THIS SUBSCRIPTION FORM WITH THE KYC DOCUMENTS, THE EVIDENCE OF ACCEPTANCE AND THE ANTI-MONEY LAUNDERING SUPPLEMENT AS SOON AS POSSIBLE TO ALLOW SUFFICIENT TIME FOR REVIEW AND PROCESS OF THIS SUBSCRIPTION FORM, THE RELEVANT KYC DOCUMENTS, THE EVIDENCE OF ACCEPTANCE AND THE ANTI-MONEY LAUNDERING SUPPLEMENT.
IF YOU ARE IN DOUBT ABOUT ANY ASPECT OF THIS SUBSCRIPTION FORM, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT AND/OR OTHER PROFESSIONAL ADVISER.
This Subscription Form is referred to in the accompanying revised composite document to the Shareholders jointly issued by Broad Gongga Investment Pte. Ltd. (the "Offeror") and Jinke Smart Services Group Co., Ltd. (the "Company") dated 9 December 2025 in relation to, among other things, the Revised Offer (the "Revised Composite Document"). You should read this Subscription Form in conjunction with the Revised Composite Document. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Revised Composite Document.
Broad Gongga Investment Pte. Ltd.
JINKE金科服务
关爱无处不在
Jinke Smart Services Group Co., Ltd.
金科智慧服務集團股份有限公司
(a private limited company incorporated in Singapore with limited liability)
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9666)
UNCONDITIONAL MANDATORY CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED
FOR AND ON BEHALF OF THE OFFEROR
TO ACQUIRE ALL OF THE OFFER SHARES IN THE COMPANY
AND
PROPOSED WITHDRAWAL OF LISTING OF THE SHARES OF THE COMPANY
SUBSCRIPTION FORM IN RELATION TO THE ROLLOVER OPTION
SUBSCRIPTION FORM
If you are a Shareholder who has tendered acceptance of the Initial Offer or the Revised Offer (either as a registered Shareholder or a beneficial owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees) and you wish to elect for the Rollover Option:
YOU SHOULD COMPLETE BOTH PART A, PART B AND PART C OF THIS SUBSCRIPTION FORM IN RELATION TO SHARES OF TOP YINGCHUN INVESTMENT IV LTD (“TOP YINGCHUN INVESTMENT IV”), AND SUBMIT (1) THE COMPLETED AND SIGNED SUBSCRIPTION FORM; (2) SATISFACTORY EVIDENCE THAT YOU HAVE TENDERED ACCEPTANCE OF THE INITIAL OFFER OR THE REVISED OFFER; (3) YOUR RELEVANT KYC DOCUMENTS; AND (4) COMPLETED ANTI-MONEY LAUNDERING SUPPLEMENT, DIRECTLY TO TRICOR INVESTOR SERVICES LIMITED, AT 17/F, FAR EAST FINANCE CENTRE, 16 HARCOURT ROAD, HONG KONG (THE “TOP YINGCHUN IV AGENT”).
You should refer to and follow the relevant instructions in the Revised Composite Document and this Subscription Form, and consult a licensed securities dealer or registered institution in securities, stockbroker, bank manager, solicitor, professional accountant and/or other professional adviser (where applicable) should you have any questions.
PLEASE READ THE REVISED COMPOSITE DOCUMENT FIRST AND IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU ARE LEGALLY ABLE TO ACCEPT THE ROLLOVER OPTION AND RECEIVE TOP YINGCHUN INVESTMENT IV SHARES UNDER THE LAWS AND REGULATIONS OF THE JURISDICTION IN WHICH YOU ARE RESIDENT.
HOW TO COMPLETE AND DELIVER THIS SUBSCRIPTION FORM AND SUBMIT PAYMENT OF THE TOTAL SUBSCRIPTION PRICE
- If you wish to elect the Rollover Option, you must complete Part A, Part B and Part C of this Subscription Form, and submit:
(1) a duly completed and signed Subscription Form in accordance with the instructions herein;
(2) any Evidence of Acceptance (as defined below);
(3) the KYC Documents (as defined below); and
(4) the AML Supplement (as defined below)
directly to the Top Yingchun IV Agent, within seven (7) calendar days following the closing of the Revised Offer (i.e., by 20 February 2026).
SUBSCRIPTION FORM
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You must, at the same time as lodging this Subscription Form, also provide the Top Yingchun IV Agent with copies of all Evidence of Acceptance in relation to your acceptance of the Initial Offer or the Revised Offer with respect to Shares that are owned by you. “Evidence of Acceptance” refers to any documentation, to the satisfaction of the Offeror, that substantiates your acceptance of either the Initial Offer or the Revised Offer with respect to Shares that are owned by you. This may include, without limitation, a copy of the duly completed and executed acceptance form, instructions issued to your broker to accept the Initial Offer or the Revised Offer, and proof of receipt of the cash consideration, in each case together with proof of your ownership of the relevant Shares, which may include, without limitation, share certificate(s), transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), prior to your acceptance of the Initial Offer or the Revised Offer.
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Unless otherwise agreed with the Offeror, at the same time of paying the Total Subscription Price, you must also provide the know-your-customer documents set out in Part B of this Subscription Form (the “KYC Documents”) and the completed anti-money laundering supplement set out in Part C of this Subscription Form (the “AML Supplement”) directly to the office of the Top Yingchun IV Agent, according to your relevant investor category (which shall be in English or accompanied by an English translation which is certified by a translator qualified to translate such foreign language into English as a true translation) to comply with the relevant anti-money laundering requirements of the British Virgin Islands or other applicable laws. When preparing certified true copies of the KYC Documents (which can be done by a notary public), the certifier or notary public must include his/her signature, full name, date of certification (must be less than three months’ old), details of the certifier’s or notary public’s position or the capacity in which he/she is signing, the name of the regulatory body of the certifier (e.g. Association of Chartered Certified Accountants, Institute of Chartered Secretaries and Administrators, Financial Services Authority, Law Society) or notary public and include their registration number or membership number (as applicable) issued by the regulating body.
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Shareholders who elect the Rollover Option must complete the payment of the Total Subscription Price in HKD and submit satisfactory Evidence of Acceptance, KYC Documents and the AML Supplement within six (6) months following the date of submitting this Subscription Form, or such later date as may be determined by Top Yingchun Investment IV. Payment must be made by irrevocable wire transfer to the designated bank account of Top Yingchun Investment IV set out in Section 2 of Part A. Shareholders must also provide the Top Yingchun IV Agent with satisfactory evidence of payment, including a copy of the irrevocable wire transfer instruction or bank remittance confirmation, clearly identifying the remitting party and the amount transferred.
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EACH OF THE OFFEROR AND THE TOP YINGCHUN IV AGENT RESERVES THE DISCRETION TO REQUEST FOR ADDITIONAL EVIDENCE OR DOCUMENTS AS MAY BE REQUIRED FOR THE PURPOSE OF VERIFYING YOUR ACCEPTANCE OF THE INITIAL OFFER OR THE REVISED OFFER, VERIFYING YOUR PAYMENT OF THE TOTAL SUBSCRIPTION PRICE, AND COMPLYING WITH THE RELEVANT ANTI-MONEY LAUNDERING REQUIREMENTS OF THE BRITISH VIRGIN ISLANDS OR OTHER APPLICABLE LAWS.
SUBSCRIPTION FORM
-
This Subscription Form should be completed in BLOCK CAPITAL LETTERS IN ENGLISH (unless otherwise directed).
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Any alteration made to this Subscription Form must be signed by you (either as a registered Shareholder or a beneficial owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees).
CONDITIONS TO ISSUANCE OF TOP YINGCHUN INVESTMENT IV SHARES
The issuance of any Top Yingchun Investment IV Shares pursuant to this Subscription Form is conditional upon the following (to the satisfaction of the Offeror and Top Yingchun Investment IV):
i. the successful completion and receipt of the payment of the Total Subscription Price by the Shareholder into the designated bank account of Top Yingchun Investment IV set out in Section 2 of Part A of this Subscription Form;
ii. the delivery of all required KYC Documents and the AML Supplement to Top Yingchun Investment IV’s satisfaction; and
iii. the provision of satisfactory evidence by the Shareholder demonstrating, where applicable, the obtaining and completion of all necessary outbound direct investment (ODI) approvals, registrations, filings, and permits from all relevant government authorities (including but not limited to PRC government authorities) required in connection with their subscription.
The Subscription Price is HKD8.69 per Top Yingchun Investment IV Share under the Rollover Option. The newly issued Top Yingchun Investment IV Shares will rank pari passu in all respects among themselves and with all other Top Yingchun Investment IV Shares in issue as at the date of the issuance of the newly issued Top Yingchun Investment IV Shares, including the right to receive all future dividends and distributions which may be declared, made or paid by Top Yingchun Investment IV.
IMPORTANT NOTES
- Shareholders who wish to elect the Rollover Option must submit this Subscription Form in accordance with the instructions contained herein within seven (7) calendar days following the closing of the Revised Offer (i.e., by 20 February 2026). This Subscription Form is valid ONLY IF you have tendered acceptance of the Initial Offer or the Revised Offer with respect to the Shares owned by you (regardless of whether the acceptance was tendered before or after the Delisting Conditions are satisfied) during the period commencing from 26 September 2025 (the date of the Initial Composite Document) and ending on the closing of the Revised Offer (i.e., 13 February 2026) and you have duly completed the relevant section(s) of this Subscription Form and provided complete and correct information and document(s) in accordance with the instructions herein.
SUBSCRIPTION FORM
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If both Delisting Conditions are satisfied and you have accepted the Initial Offer or the Revised Offer (regardless of whether such acceptance was tendered before or after the Delisting Conditions are satisfied) during the period commencing from 26 September 2025 (the date of the Initial Composite Document) and ending on the closing of the Revised Offer (i.e., 13 February 2026), you will be entitled to irrevocably elect to the option to reinvest a portion or all of your total cash consideration received under the Enhanced Offer Price into Top Yingchun Investment IV by way of subscribing for Top Yingchun Investment IV Shares. The minimum amount that can be reinvested into Top Yingchun Investment IV is equivalent to the Subscription Price of one Top Yingchun Investment IV Share as set out in Section 2 of Part A of this Subscription Form.
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If any Shareholder opting to elect the Rollover Option has failed to provide all relevant information including this Subscription Form, the Evidence of Acceptance, the KYC Documents and the AML Supplement in accordance with the instructions set out in this Subscription Form, the Offeror has the absolute discretion to reject the election for the Rollover Option by such Shareholder.
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You will NOT be deemed to have elected for the Rollover Option if you have:
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not made an election for Rollover Option;
- opted for the Rollover Option but have failed to indicate that you have accepted the Initial Offer or the Revised Offer with respect to Shares that are owned by you by delivering the Evidence of Acceptance to the satisfaction of the Offeror and Top Yingchun Investment IV;
- not returned a duly completed and signed Subscription Form to the Top Yingchun IV Agent within seven (7) calendar days following the closing of the Revised Offer (i.e., by 20 February 2026);
- returned this Subscription Form which is not duly completed or executed in accordance with the instructions on it or contains inaccurate, incorrect, invalid or incomplete information or illegible writing or is otherwise not valid in accordance with the terms set out in the Subscription Form; or
- opted for the Rollover Option but (i) you have failed to submit all applicable KYC Documents and/or AML Supplement directly to the office of the Top Yingchun IV Agent as set out in Part B and Part C of this Subscription Form or such additional evidence or documents as may be required by Offeror or Top Yingchun Investment IV (if the KYC Documents and/or AML Supplement submitted by you are incorrect, incomplete or otherwise not in accordance with the instructions set out in this Subscription Form), or (ii) you are otherwise prevented from becoming a registered holder of Top Yingchun Investment IV Shares by any applicable legal or regulatory reason such as being subject to any applicable international sanction or where the receipt of Top Yingchun Investment IV Shares by such Shareholder would require registration under the securities laws in that jurisdiction.
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SUBSCRIPTION FORM
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You must complete the payment of the Total Subscription Price in HKD within six (6) months following the date of submitting the Subscription Form, or such later date as may be determined by Top Yingchun Investment IV, to the bank account set out in Section 2 of Part A in accordance with the instructions contained in this Subscription Form.
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The Offeror shall have the right to reject any and all Subscription Forms that it determines in its sole discretion to be not duly completed or executed in accordance with the instructions herein or containing inaccurate, incorrect, invalid or incomplete information or illegible writing or otherwise not valid. None of Top Yingchun Investment IV, the Offeror, the Company, nor the Top Yingchun IV Agent is obliged to return the Subscription Form, the Evidence of Acceptance, the KYC Documents or the AML Supplement to such Shareholder or give notice to any Shareholder of any such rejection and each of them hereby disclaims any and all liabilities arising from not giving such notification.
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The Offeror shall also have the right to treat any Subscription Form that has not been duly completed in accordance with the instructions herein (including the provision of necessary documents), or has otherwise been completed incorrectly, as being valid, provided that the Offeror in its absolute discretion considers the omissions or errors to be immaterial. None of Top Yingchun Investment IV, the Offeror, the Company, nor the Top Yingchun IV Agent is obliged to give notice to any Shareholder of any such defects or irregularities and each of them hereby disclaims any and all liabilities arising from not giving such notification or from the Offeror exercising or not exercising its discretion as aforementioned.
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The relevant section of the Subscription Form which is completed and delivered by you shall be irrevocable and incapable of being withdrawn or revoked unless the Offeror expressly consents to such withdrawal or revocation in writing upon your request to withdraw or revoke the Subscription Form. Such relevant section of the Subscription Form so completed and delivered shall not be capable of amendment.
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Evidence of title in the Top Yingchun Investment IV Shares will be shown by recording the holders' names and shareholding details in the register of members kept by Top Yingchun Investment IV.
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Further details of the Rollover Option are set out in the Revised Composite Document.
By signing and delivering this Subscription Form to the Top Yingchun IV Agent, you hereby elect the Rollover Option on the terms and conditions set out in the Revised Composite Document.
SUBSCRIPTION FORM
REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS BY ROLLOVER SHAREHOLDERS
By completing, signing and submitting this Subscription Form, you hereby represent, warrant and agree (as the case may be) to the Offeror and the Company that:
- you are a holder of the Offer Shares in respect of which you are electing the Rollover Option, either as a registered Shareholder or a beneficial owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees;
- you have validly tendered acceptance the Initial Offer or the Revised Offer in respect of such Offer Shares, and the Evidence of Acceptance submitted with this Subscription Form is true, accurate, complete and not misleading;
- your acceptance in the Subscription Form shall be binding on your successors and assignees;
- you may lawfully be offered, take up, obtain and receive the Top Yingchun Investment IV Shares in the jurisdiction in which you reside or are currently located;
- you are not resident or located in, or a citizen of any territory where it would be unlawful to elect the Rollover Option and/or receive the Top Yingchun Investment IV Shares;
- you are not electing the Rollover Option and/or receiving the Top Yingchun Investment IV Shares for or on behalf of a person who is resident or located in, or a citizen of any territory where it would be unlawful to elect the Rollover Option and/or receive the Top Yingchun Investment IV Shares at the time the instruction to elect was given;
- you are not electing the Rollover Option and/or receiving the Top Yingchun Investment IV Shares with a view to offer, sell, allot, take up, exercise, resell, renounce, pledge, transfer, deliver or otherwise distribute, directly or indirectly, any portion of the Top Yingchun Investment IV Shares into any territory where it would be unlawful to elect the Rollover Option and/or receive the Top Yingchun Investment IV Shares;
- you understand that the Top Yingchun Investment IV Shares have not been or will not be registered with any securities regulatory authority of any jurisdiction;
- you shall be fully responsible for payment of any transfer or other taxes and duties in respect of the jurisdiction where your address is located as set out in the register of members of the Company in connection with your election of the Rollover Option;
- you confirm that you are solely responsible for obtaining and completing all necessary outbound direct investment approvals, registrations, filings, and permits from all relevant government authorities (including PRC government authorities) in connection with your subscription of Top Yingchun Investment IV Shares (if required) and the payment of the subscription funds, and your subscription of Top Yingchun Investment IV Shares is conditional upon such valid and effective approvals, registrations, filings, and permits (if required);
SUBSCRIPTION FORM
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the KYC Documents and AML Supplement submitted and any follow-up KYC Documents and AML Supplement to be submitted to the Top Yingchun IV Agent are true, accurate, complete and not misleading, and you undertake to promptly notify the Top Yingchun IV Agent of any changes to such information;
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you have obtained, or had the opportunity to obtain, independent legal, tax, financial and other professional advice in connection with your election of the Rollover Option and subscription for Top Yingchun Investment IV Shares, and you are not relying on any representation or warranty made by the Offeror, the Company, or the Top Yingchun IV Agent other than those expressly set out in the Revised Composite Document or this Subscription Form; and
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the instructions and authority granted in the Subscription Form will be irrevocable.
If the Offeror has reasonable grounds to believe that any representation and warranty required to be made by you electing the Rollover Option cannot be given by such persons, the Offeror will be entitled (at their absolute discretion) to deem you to have not made an election for Rollover Option.
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SUBSCRIPTION FORM
PART A – SECTION 1
SHAREHOLDER INFORMATION
| (1) NAME OF HOLDER(S) OF SHARES: *in case of joint holders, please state the name of each holder INDIVIDUAL HOLDER NAME(S): | |
|---|---|
| OR CORPORATE HOLDER NAME(S): | |
| (2) Residential/Registered address: | (7) Authorised Signatory List Please provide the names and specimen signatures of the individuals that are authorised to act on the relevant beneficial owner’s behalf (e.g. passing of instruction for contact/bank detail updates) or confirm none: |
| Mailing address (if it differs from the above registered address): | Name: Signature: |
| Telephone number: | Name: Signature: |
| Name: Signature: | |
| (3) Share certificate number(s) in respect of the Share(s) registered in your name (if applicable): | (8) Residential/Registered address of the beneficial owner (if applicable): Mailing address of the beneficial owner (if applicable and if it differs from the above registered address): Telephone number of the beneficial owner (if applicable): |
SUBSCRIPTION FORM
| (4) Total number of Share(s) owned by you (for yourself or on behalf of a relevant beneficial owner): | (9) ID No./Passport No./Registration No./Business Registration No. of the beneficial owner (if applicable): |
|---|---|
| Total number of Share(s) owned by you that have tendered for acceptance under the Initial Offer or the Revised Offer (for yourself or on behalf of a relevant beneficial owner): | ID type: |
| No.: | |
| Place of issuance/incorporation/ establishment: | |
| Date of expiry: | |
| Citizenship: | |
| (5) Your ID No./Passport No./Registration No./Business Registration No.: | (10) Email address of you or the beneficial owner to receive electronic share certificate of Top Yingchun Investment IV Shares: |
| ID type: | |
| No.: | |
| Place of issuance/incorporation/ establishment: | |
| Date of expiry: | |
| Citizenship: | |
| Nature of business (for entities): |
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SUBSCRIPTION FORM
| (6) Name of ultimate beneficial owner (if applicable): | (11) The following information of you or the relevant beneficial owner (for bank account from which the Total Subscription Price will be paid to Top Yingchun Investment IV and to which any amounts due from Top Yingchun Investment IV to you or the relevant beneficial owner will be paid, unless Top Yingchun Investment IV is notified otherwise):
Name of Bank:
Account No.:
Account Name:
SWIFT Code:
Bank Address:
Correspondent Bank Name (if applicable):
Correspondent Bank Branch (if applicable):
Correspondent Bank SWIFT Code (if applicable): |
| --- | --- |
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SUBSCRIPTION FORM
PART A – SECTION 2
SUBSCRIPTION INFORMATION
| (1) Name of the Subscriber(s) | |
|---|---|
| (2) Number of Top Yingchun Investment IV Shares | Please indicate the number of Top Yingchun Investment IV Shares that you wish to subscribe for: |
| Number: | |
| Words: | |
| (Note: Please insert a whole number. Fractional shares will not be issued.) | |
| (3) Subscription Price | HKD 8.69 per Top Yingchun Investment IV Share. |
| (Note: The subscription price per Top Yingchun Investment IV Share (the “Subscription Price”) is calculated pursuant to the Rollover Formula as set out in the Revised Composite Document.) | |
| (4) Total Subscription Price | HKD ___ |
| (Note: The amount of the total subscription price (the “Total Subscription Price”) should equal to the results of the number of shares you wish to subscribe for under section (1) multiplied by the subscription price per share under section (2). The amount of the Total Subscription Price shall not exceed the total cash consideration you receive at the Enhanced Offer Price set out in section (4) below.) | |
| (5) Total cash consideration that you receive at the Enhanced Offer Price | HKD ___ |
| (6) Payment of Total Subscription Price | The Total Subscription Price must be paid by irrevocable wire transfer to the below bank account within six (6) months following the date of submitting this Subscription Form: |
| • Beneficiary Bank Name: The Hongkong and Shanghai Banking Corporation Limited | |
| • Beneficiary Bank Address: 1 Queen’s Road Central, Hong Kong | |
| • Account Name: Top Yingchun Investment IV Ltd. | |
| • Account Number: 741-165906-292 | |
| • SWIFT Code: HSBCHKHHXXX | |
| • Correspondent Bank Name: HSBC Bank USA, N.A. | |
| • Correspondent Bank SWIFT Code: MRMDUS33XXX | |
| • Reference: [Insert Your Full Legal Name] – Rollover Subscription |
SUBSCRIPTION FORM
SIGNATURE
In order to be effective, this Part A of this Subscription Form must be signed personally (or under a power of attorney, and the original thereof or a certified copy thereof must be lodged with this Subscription Form) by the holder of Shares. In the case of joint holders, all such holders must sign on this Subscription Form. In the case of a body corporate, this Subscription Form must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised.
SIGNATURE(S) OF HOLDER OF SHARES OR DULY AUTHORISED AGENT(S) (COMPANY CHOP, IF APPLICABLE)
Date: ___
SUBSCRIPTION FORM
PART B
KYC DOCUMENTS
| Form of Entity | Required Documents |
|---|---|
| Individuals | • Certified true copies of current valid passport or official ID with: |
| o Photograph | |
| o Full legal name (including aliases and former names) | |
| o Date of birth, place of birth and nationality | |
| o Signature | |
| • Certified true copies of name change documents (if applicable) | |
| • Confirmation of the individual’s gender, occupation and the nature of his or her interest in, or control over, the company | |
| • Certified true copies or originals of proof of address (e.g. bank or legal reference letter, utility bill) evidencing principal residential address and the country in which the individual is usually resident (mobile telephone bills or bank/credit card statements cannot be accepted) | |
| Nominees | • Legal name of nominee |
| • Authorised signature list with at least 2 specimen signatures (with full names) | |
| • Certified true copies of passport/ID of at least 2 authorised signatories (photo, name, date of birth, nationality) | |
| • Certified true copies of proof of address for at least 2 authorised signatories (e.g. bank or legal reference letter, utility bill) evidencing principal residential address and the country in which the individual is usually resident (mobile telephone bills or bank/credit card statements cannot be accepted) | |
| Regulated Entity | • Certificate of incorporation (subsidiaries) |
| • Proof of link to regulated parent (subsidiaries) | |
| • Certified true copies of passport/ID of at least 2 authorised signatories/directors | |
| • Certified true copies of proof of address for at least 2 authorised signatories (e.g. bank or legal reference letter, utility bill) evidencing principal residential address and the country in which the individual is usually resident (mobile telephone bills or bank/credit card statements cannot be accepted) |
SUBSCRIPTION FORM
| Companies | • Certified true copy of Certificate of formation or incorporation, including name (and any alternative name), date of incorporation and incorporation number
• Address of principal office or registered office
• Country of incorporation or registration
• Certified true copy of memorandum and articles of association
• Evidence of good standing issued within 6 months
• Certified true copy of register of directors/senior managing officers (or equivalent)
• Certified true copy of authorised signatory list (including all individuals authorized to act on the subscriber’s behalf in relation to its investment) and specimen signatures
• Register of managing members (if relevant)
• Certified true copy of Register of members/list of owners ≥10%
• Certified true copy of Ownership structure down to natural persons ≥10%
• ID documents for:
o Each principal beneficial owner (≥10% interest)
o All directors or equivalent senior managing officers
o All natural persons exercising ultimate effective control over management
o All authorised signatories. If the authorized signatory is an employee of a regulated or listed entity then either a letter from the employer or current authorized signatory list listing the employee would be sufficient
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Beneficial ownership declaration form for each principal beneficial owner (≥10% interest)
• Audited financial statements of the latest available financial year
• Latest annual report or interim report (whichever is more recent)
• Confirmation of association with other countries or jurisdictions (e.g., the location of the headquarters, operating facilities, branches, subsidiaries) |
| --- | --- |
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SUBSCRIPTION FORM
| Partnerships | • ID documents for general partners and empowered partners or equivalent controlling person:
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Certificate of registration/establishment or equivalent, including name (and any alternative name), date of registration and registration number
• Evidence of good standing issued within 6 months
• Address of principal office or registered office
• Country of registration
• Certified true copy of Partnership deed/agreement
• Certified true copy of authorised signatory list (including all individuals authorized to act on the subscriber’s behalf in relation to its investment) and specimen signatures
• Certified true copy of Ownership structure up to ultimate beneficial owners (natural persons ≥10%) and intermediates
• ID documents for all persons with a direct or indirect interest in the subscriber of 10% or more
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Beneficial ownership declaration form
• ID documents for authorised signatories
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Confirmation of association with other countries or jurisdictions (e.g., the location of the headquarters, operating facilities, branches, subsidiaries) |
| --- | --- |
| Trusts | • Certified true copy of the trust deed or declaration (or equivalent)
• Certified true copy of a structure chart of the trust
• ID documents for the trustees, settlers, protector, enforcer, beneficiaries (with a fixed and vested interest) or any other “natural person” exercising ultimate effective control over the trust
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Beneficial ownership declaration form
• ID documents from the authorized signatory
o If entity: follow entity-specific requirements
o If individual: follow individual requirements
• Certified true copy of authorised signatory list (including all individuals authorized to act on the subscriber’s behalf in relation to its investment) and specimen signatures
• Confirmation of association with other countries or jurisdictions (e.g., the location of the headquarters, operating facilities, branches, subsidiaries) |
NOTE: ALL CERTIFIED COPY DOCUMENTS MUST BE THE MOST RECENT VERSION AND HAVE BEEN CERTIFIED WITHIN THE LAST THREE MONTHS.
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SUBSCRIPTION FORM
PART C ANTI-MONEY LAUNDERING SUPPLEMENT
Subscriber Name:
Current Address (Residential for individuals, Business for entities – not a PO Box):
Subscriber Place of Birth (if applicable):
Nationality of Subscriber (if applicable):
Occupation (if applicable):
Source of funds and source of wealth:
(Source of funds requires a description of how the funds for this investment were acquired or accumulated. Where the Subscriber's salary is the source of funds, please include the employer and occupation in the line above.)
Capitalized terms used in this Anti-Money Laundering Supplement are defined in Exhibit A hereto.
Section A – Politically Exposed Persons
Yes ☐ No ☐
The Subscriber or any of its beneficial owners or controllers is a Politically Exposed Person, or a Family Member or Close Associate of a Politically Exposed Person, or is acting on behalf of a Politically Exposed Person.
Section B – Due Diligence
Please provide the documentation required under Part B “KYC Documents” of this Subscription Form above. Any deviations from the provision of the KYC Documents will be subject to the approval of the Offeror (or its delegate) in its sole discretion.
The Subscriber understands that further due diligence may be required where the Subscriber or its beneficial owner or controller is a Politically Exposed Person (“PEP”), or a “Family Member” or “Close Associate” of a PEP, or is acting on behalf of a PEP, or if the Subscriber is otherwise determined by the Offeror (or its delegate) to be in a higher risk category.
Section C – Beneficial Ownership Declaration:
For the purpose of this declaration a “beneficial owner” means:
in relation to a Subscriber which is a company or partnership, a natural person who ultimately owns or controls, whether through direct or indirect ownership or control, 10% or more of the voting or economic interests in the Subscriber, or who otherwise exercises ultimate effective control over the management of the Subscriber; or
in relation to a Subscriber which is a trust or other legal arrangement, a natural person who exercises ultimate control over the Subscriber.
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SUBSCRIPTION FORM
EITHER
We confirm there is no natural person who would qualify as a "beneficial owner" of the Subscriber.
OR
We confirm the following table includes all natural persons who would qualify as a "beneficial owner" of the Subscriber.
Beneficial Owner Details
| Full Name | Residential Address | Date of Birth | Place of Birth | Nationality |
|---|---|---|---|---|
Section D - Declaration
I certify that all information provided in this document is complete and accurate. I certify that all information in relation to beneficial owner(s) of the legal entity (if completed in Section C) is accurate and complete.
Yours faithfully
| Full name: | |
|---|---|
| Position held (for Entities): | |
| Contact email and telephone number: | |
| For and on behalf of the Entity (if applicable): | |
| Date: (dd/mm/yyyy): |
SUBSCRIPTION FORM
Exhibit A
Certain Definitions
1. Close Associate
A Close Associate means any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a Politically Exposed Person, or who maintains some other kind of close business or personal relationship with a Politically Exposed Person, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a Politically Exposed Person.
2. Family Member
Family Member includes the spouse, parent, sibling or child of a Politically Exposed Person.
3. Politically Exposed Person
Politically Exposed Person means:
(a) a person who is or has been entrusted with prominent public functions by a foreign (non-British Virgin Islands) country, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official;
(b) a person who is or has been entrusted domestically (in the British Virgin Islands) with prominent public functions, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation and important political party official; and
(c) a person who is or has been entrusted with a prominent function by an international organization like a member of senior management, such as a director, a deputy director and a member of the board or equivalent functions.
SUBSCRIPTION FORM
PERSONAL DATA
Personal Information Collection Statement
This personal information collection statement informs you of the policies and practices of Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser and the Top Yingchun IV Agent in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the "Ordinance").
1. Reasons for the collection of your personal data
To elect the Rollover Option, you must provide the personal data requested in this Subscription Form. Any failure to supply the requested data may result in the processing of your election being rejected or delayed. It may also prevent or delay the distribution of Top Yingchun Investment IV Shares to which you may be entitled to under the Rollover Option.
2. Purposes
The personal data which you provide in this Subscription Form may be used, held and/or stored (by whatever means) for the following purposes:
- processing of your election and verification of compliance with the terms and procedures set out in this Subscription Form and the Revised Composite Document;
- establishing your entitlements under the Rollover Option;
- conducting signature verifications and any other verification of the information you provide;
-
effecting the Rollover Option;
-
distributing notices and communications to you from Top Yingchun Investment IV, the Offeror, the Company, the Top Yingchun IV Agent and/or appointed trustees or their respective agents, officers and advisers;
- compiling statistical information relating to the Shareholders;
- making disclosures as required by laws, rules or regulations (whether statutory or otherwise), including to the Stock Exchange, the SFC and applicable regulatory or governmental bodies, and otherwise to comply with any legal obligation to which any of Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the Top Yingchun IV Agent and/or appointed trustees (as applicable) is subject;
- disclosing and otherwise using relevant information to facilitate claims or bring or defend legal proceedings, or establishing, exercising or defending of legal entitlements by Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the Share Registrar and/or appointed trustees including for the purpose of obtaining related legal advice; and
- any other incidental or associated purposes relating to the above, and the Offer, to enable Top Yingchun Investment IV, the Offeror and/or the Company to discharge their obligations to the Shareholders and/or any applicable regulatory or governmental bodies and any other purposes to which the Shareholders may from time by time agree to or be informed of.
SUBSCRIPTION FORM
3. Transfer of personal data
The personal data provided in this Subscription Form will be kept confidential but Top Yingchun Investment IV, the Offeror, the Company and/or the Top Yingchun IV Agent may, to the extent necessary for achieving the purposes above or any of them, disclose and transfer (whether within or outside Hong Kong) such personal data to, from or with any and all of the following persons and entities:
- Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the Top Yingchun IV Agent, the share registrar, transfer agent and fund manager of Top Yingchun Investment IV, the appointed trustees and/or their agents, officers and advisers;
- any agents, contractors or third-party service providers who offer administrative, payment, logistical, brokerage, securities or other services to Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the Top Yingchun IV Agent, the share registrar, transfer agent and fund manager of Top Yingchun Investment IV, and/or appointed trustees;
- the Stock Exchange, the SFC and any applicable regulatory or governmental bodies;
-
HKSCC Nominees Limited, any CCASS Participant, any beneficial owner and/or their agents, officers and advisers;
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any other persons or institutions with which you have or propose to have dealings, such as bank managers, solicitors, accountants, licensed securities dealers or registered institutions in securities, or otherwise ask us to communicate with; and
- any other persons or institutions whom Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the Top Yingchun IV Agent and/or appointed trustees considers to be necessary or desirable in connection with any of the above purposes.
4. Access and correction of personal data
The Ordinance provides you with rights to ascertain whether Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the share registrar, transfer agent and fund manager of Top Yingchun Investment IV, and/or the Top Yingchun IV Agent hold your personal data, to obtain a copy of that data and to correct any data that is incorrect. In accordance with the Ordinance, Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the share registrar, transfer agent and fund manager of Top Yingchun Investment IV, and/or the Registrar have the right to charge a reasonable fee for the processing of any data access requests.
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SUBSCRIPTION FORM
All requests for access to data, correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Data Protection Officer of Top Yingchun Investment IV, the Offeror, the Company, CICC, the Independent Financial Adviser, the share registrar, transfer agent and fund manager of Top Yingchun Investment IV, and/or the Top Yingchun IV Agent (as the case may be) at the respective addresses provided in the Revised Composite Document.
BY SIGNING THIS SUBSCRIPTION FORM, YOU AGREE TO ALL OF THE ABOVE.
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