Joy Spreader Group Inc. — Capital/Financing Update 2020

Sep 10, 2020

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated Thursday, September 10, 2020 (the “ Prospectus ”) of Joy Spreader Interactive Technology. Ltd (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for any securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities of the Company in the United States.

In connection with the Global Offering, SBI China Capital Financial Services Limited as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it, may determine and at a level higher than that which might otherwise prevail in an open market for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be conducted at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering (i.e. Thursday, October 15, 2020). Any market purchases of the Shares will be effected in compliance with all applicable laws and regulatory requirements. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on Thursday, October 15, 2020, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall.

Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Shares being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.

The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related application forms. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong.

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Joy Spreader Interactive Technology. Ltd 樂 享互 動 有限公司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 543,700,000 Shares (subject to the Overthe Global Offering allotment Option)

the Global Offering

• : 54,370,000 Shares (subject to adjustment)

Number of Hong Kong Offer Shares Number of International Offer Shares

• : 489,330,000 Shares (subject to adjustment and the Over-allotment Option)

• Maximum Offer Price : HK$3.21 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund)

Nominal value : HK$0.00001 per Share Stock code : 6988

Joint Sponsors

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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

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Joint Bookrunners

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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Share Subdivision and the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option). Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, September 23, 2020, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, September 23, 2020.

The Global Offering comprises the Hong Kong Public Offering of initially 54,370,000 Shares (subject to adjustment) and the International Offering of initially 489,330,000 Shares (subject to adjustment) representing 10% and 90% of the total number of Offer Shares initially being offered under the Global Offering, respectively. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to adjustment as described in the section headed “Structure of the Global Offering” in the Prospectus. In particular, the Joint Representatives may, at their discretion, reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In addition, if the Hong Kong Public Offering is not fully subscribed for, the Joint Representatives may also at their discretion reallocate to the International Offering all or any Hong Kong Offer Shares which are not subscribed. In the event of reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering in the circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed by less than 15 times of the number of Offer Shares initially available under the Hong Kong Public Offering, or (b) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed, in accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall not be more than 108,740,000 Offer Shares, representing two times the number of Hong Kong Offer Shares initially available under the Hong Kong Public Offering and 20% of the total number of Offer Shares initially available under the Global Offering, and that the final Offer Price must be fixed at the bottom end of the indicative Offer Price range (i.e. HK$2.14 per Offer Share) stated in the Prospectus.

In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.adjoy.com.cn .

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

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Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the Joint Representatives (on behalf of the International Underwriters) within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for the exercise of the Over-allotment Option being Thursday, October 15, 2020), to require the Company to allot and issue up to 81,555,000 additional Offer Shares, representing 15% of the initial number of Offer Shares, at the same price per Offer Share under the International Offering, to cover over-allocations in the International Offering (if any).

The Offer Price will not be more than HK$3.21 per Offer Share and is expected to be not less than HK$2.14 per Offer Share, unless otherwise announced. Applicants under the Hong Kong Public Offering are required to pay, on application, the maximum Offer Price of HK$3.21 per Offer Share plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum offer price of HK$3.21 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Global Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering – Conditions of the Global Offering” in the Prospectus or if any application is revoked.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the relevant Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO.

Applicants who would like the allotted Hong Kong Offer Shares to be issued in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk through the White Form eIPO service. Applicants who would like the Hong Kong Offer Shares to be allotted in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms or (ii) give electronic application instructions to HKSCC via CCASS.

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AVAILABILITY OF THE PROSPECTUS AND THE APPLICATION FORMS

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Thursday, September 10, 2020 until 12:00 noon on Tuesday, September 15, 2020 (or such later date as may apply as described in the paragraph headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus) from:

1. the following offices of the Hong Kong Underwriters:

China Securities (International) Corporate Finance Company Limited

18/F, Two Exchange Square 8 Connaught Place Central Hong Kong

China Merchants Securities (HK) Co., Limited

48/F One Exchange Square 8 Connaught Place, Central Hong Kong

BOCOM International Securities Limited

9/F Man Yee Building 68 Des Voeux Road Central Hong Kong

SBI China Capital Financial Services Limited

4/F, Henley Building No.5 Queen’s Road Central Hong Kong

Eastmoney International Securities Limited

Unit 3203, Tower 1 Admiralty Centre 18 Harcourt Road Admiralty Hong Kong

CMB International Capital Limited

45/F, Champion Tower 3 Garden Road Central Hong Kong

uSmart Securities Limited

Unit 2606, 26/F FWD Financial Centre 308 Des Voeux Road Central Hong Kong

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CCB International Capital Limited 12/F CCB Tower 3 Connaught Road Central Central Hong Kong

UOB Kay Hian (Hong Kong) Limited

6/F, Harcourt House 39 Gloucester Road Hong Kong

AMTD Global Markets Limited

23/F-25/F Nexxus Building 41 Connaught Road Central Hong Kong

Zhongtai International Securities Limited

19/F Li Po Chun Chambers 189 Des Voeux Road Central Central Hong Kong

ABCI Capital Limited

11/F, Agricultural Bank of China Tower, 50 Connaught Road Central, Hong Kong

China Galaxy International Securities (Hong Kong) Co., Limited

20/F Wing On Centre 111 Connaught Road Central Hong Kong

Blackwell Global Securities Limited

Whole of 26/F Overseas Trust Bank Building 160 Gloucester Road Wanchai Hong Kong

AWSG International Securities Limited

Room 804B, 8/F K. Wah Centre 191 Java Road North Point Hong Kong

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Alpha International Securities (HONG KONG) Limited Room 10 9/F China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Livermore Holdings Limited Unit 1214A 12/F Tower II Cheung Sha Wan Plaza 833 Cheung Sha Wan Road Kowloon Hong Kong

HTF Securities Limited Room 1807, 18/F Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

Valuable Capital Limited Room 2808, 28/F China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Victory Securities Company Limited Room 1101-3, 11/F, Yardley Commercial Building 3 Connaught Road West Sheung Wan Hong Kong

Futu Securities International (Hong Kong) Limited Unit C1-2, 13/F United Centre No.95 Queensway Hong Kong

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2. any of the following branches of the receiving banks:

(a) Bank of China (Hong Kong) Limited

District Branch Address Hong Kong Island Des Voeux Road 111-119 Des Voeux Road West, West Branch Hong Kong Kowloon Olympian City Branch Shop 133, 1/F, Olympian City 2, 18 Hoi Ting Road, Kowloon New Territories Metro City Branch Shop 209, Level 2, Metro City Phase 1, Tseung Kwan O, New Territories Yuen Long Branch 102-108 Castle Peak Road, Yuen Long, New Territories

• (b) CMB Wing Lung Bank Limited

District Branch Address Hong Kong Island Head Office 45 Des Voeux Road Central, Hong Kong North Point Branch 361 King’s Road, Hong Kong Kowloon Mongkok Branch B/F CMB Wing Lung Bank Centre, 636 Nathan Road, Kowloon

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(c) Standard Chartered Bank (Hong Kong) Limited

District	Branch	Address
Hong Kong Island	Des Voeux Road Branch	Standard Chartered Bank Building,
		4-4A, Des Voeux Road Central,
		Central
	Causeway Bay Branch	G/F to 2/F, Yee Wah Mansion,
		38-40A Yee Wo Street,
		Causeway Bay
Kowloon	Tsimshatsui Branch	Shop G30 & B117-23, G/F,
		Mira Place One, 132 Nathan
		Road, Tsim Sha Tsui
	San Po Kong Branch	Shop A, G/F, Perfect Industrial
		Building, 31 Tai Yau Street,
		San Po Kong
New Territories	Shatin Plaza Branch	Shop No. 8, Shatin Plaza, 21-27
		Shatin Centre Street, Shatin

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Thursday, September 10, 2020 until 12:00 noon on Tuesday, September 15, 2020 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have the YELLOW Application Form and Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order attached and marked payable to “ BANK OF CHINA (HONG KONG) NOMINEES LIMITED – JOY SPREADER INTERACTIVE PUBLIC OFFER ” should be deposited in the special collection boxes provided at any of the branches of the receiving banks referred to above on the following dates during the following designated times:

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(a) Bank of China (Hong Kong) Limited

– Thursday, September 10, 2020 9:00 a.m. to 4:00 p.m. – Friday, September 11, 2020 9:00 a.m. to 4:00 p.m. Saturday, September 12, 2020 – 9:00 a.m. to 12:00 noon – Monday, September 14, 2020 9:00 a.m. to 4:00 p.m. Tuesday, September 15, 2020 – 9:00 a.m. to 12:00 noon

(b) CMB Wing Lung Bank Limited:

– Thursday, September 10, 2020 10:00 a.m. to 4:00 p.m. – Friday, September 11, 2020 10:00 a.m. to 4:00 p.m. – Saturday, September 12, 2020 9:00 a.m. to 1:00 p.m. – Monday, September 14, 2020 10:00 a.m. to 4:00 p.m. Tuesday, September 15, 2020 – 10:00 a.m. to 12:00 noon

• (c) Standard Chartered Bank (Hong Kong) Limited

– Thursday, September 10, 2020 10:00 a.m. to 4:00 p.m. – Friday, September 11, 2020 10:00 a.m. to 4:00 p.m. Saturday, September 12, 2020 – 10:00 a.m. to 12:00 noon – Monday, September 14, 2020 10:00 a.m. to 4:00 p.m. Tuesday, September 15, 2020 – 10:00 a.m. to 12:00 noon

The application lists will be open between 11:45 a.m. to 12:00 noon on Tuesday, September 15, 2020 or such later time as described in the paragraph headed ‘‘How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

Applicants applying through the White Form eIPO service may submit applications through the designated website at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Thursday, September 10, 2020 until 11:30 a.m. on Tuesday, September 15, 2020 and the latest time for completing full payment of application monies in respect of such applications will be at 12:00 noon on Tuesday, September 15, 2020 or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

CCASS Clearing/Custodian participants can input electronic application instructions at the following times on the following dates[(1)] :

– Thursday, September 10, 2020 9:00 a.m. to 8:30 p.m. – Friday, September 11, 2020 8:00 a.m. to 8:30 p.m. – Saturday, September 12, 2020 8:00 a.m. to 1:00 p.m. – Monday, September 14, 2020 8:00 a.m. to 8:30 p.m. Tuesday, September 15, 2020 – 8:00 a.m. to 12:00 noon

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Thursday, September 10, 2020 until 12:00 noon on Tuesday, September 15, 2020 (24 hours daily, except on Tuesday, September 15, 2020, the last application day) or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

Note:

(1) These times are subject to changes as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

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Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Global Offering.

The Company expects to announce the Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of Hong Kong Offer Shares on Tuesday, September 22, 2020 on the website of the Company at www.adjoy.com.cn and the website of the Stock Exchange at www.hkexnews.hk .

The results of allocations (with the successful applicants’ identification document numbers, where applicable) under the Hong Kong Public Offering and the number of the Hong Kong Offer Shares successfully applied under the Hong Kong Public Offering will be made available from Tuesday, September 22, 2020 through a variety of channels at the times and dates and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$3.21 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure of the Global — Offering Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared. Any refund of the application monies will be made on or before Tuesday, September 22, 2020.

The Company will not issue temporary documents of title. Share certificates will only become valid certificates of title at 8:00 a.m. on Wednesday, September 23, 2020 provided that the Global Offering has become unconditional in all respects and the right of termination described in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. No receipt will be issued for sums paid on application.

Assuming that the Hong Kong Public Offering becomes unconditional in all aspects at or before 8:00 a.m. in Hong Kong on Wednesday, September 23, 2020, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, September 23, 2020. The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 6988.

By order of the Board Joy Spreader Interactive Technology. Ltd Zhu Zinan Chairman

Hong Kong, Thursday, September 10, 2020

As at the date of this announcement, the Board comprises Mr. Zhu Zinan, Mr. Zhang Zhidi and Mr. Cheng Lin as executive Directors; Mr. Guo Sijia, Mr. Hu Qingping and Ms. Chen Yuanyuan as non-executive Directors; and Mr. Xu Chong, Mr. Tang Wei and Mr. Fang Hongwei as independent non-executive Directors.

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