Joy Spreader Group Inc. — Governance Information 2022

Apr 29, 2022

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.

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Joy Spreader Group Inc. 樂享集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6988)

PROPOSED ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The board of directors (the “ Board ”) of Joy Spreader Group Inc. (the “ Company ”) hereby announces that at the Board meeting held on the date of this announcement, the resolution in relation to the proposed adoption of the third amended and restated memorandum and articles of association of the Company (the “ Amended and Restated Memorandum and Articles ”) was passed to conform to the core shareholder protection standards under Appendix 3 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) as amended under the new listing regime for overseas issuers (the “ New Listing Regime ”) effective on January 1, 2022. The proposed adoption of the Amended and Restated Memorandum and Articles is subject to the approval of the shareholders of the Company (the “ Shareholders ”) by way of a special resolution at the forthcoming annual general meeting of the Company (the “ AGM ”).

This announcement is made by the Company pursuant to Rule 13.51(1) of the Listing Rules.

PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

The Board has resolved at the Board meeting held on the date of this announcement to propose at the upcoming AGM to adopt the Amended and Restated Memorandum and Articles in order to comply with the amended Appendix 3 of the Listing Rules under the New Listing Regime, which simplified and standardised a total of 14 core shareholder protection standards applicable to all issuers (regardless of their place of incorporation).

The proposed amendments to the existing memorandum and articles of association of the Company (the “ Proposed Amendments ”) include provisions as to:

• (i) convening of general meetings;

• (ii) the rights of Shareholders to vote and speak at a general meeting;

• (iii) the term of a Director appointed by the Board to fill a casual vacancy or as an additional Director;

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• (iv) the power of Shareholders to remove a Director by ordinary resolution;

• (v) the appointment, removal and fixing remuneration of auditors by a majority of the issuer’s members or other body that is independent of the issuer’s board of directors;

• (vi) minority shareholders’ right to convene an extraordinary general meeting and add resolutions to the meeting agenda;

• (vii) other amendments for housekeeping purposes pursuant to the Listing Rules and applicable laws of the Cayman Islands; and

(viii) other miscellaneous amendments to update or clarify provisions where considered necessary.

For details of the Proposed Amendments, please refer to the Appendix to this announcement.

EFFECTIVE DATE OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

The proposed adoption of the Amended and Restated Memorandum and Articles is subject to the consideration and, if thought fit, the approval of the Shareholders by way of a special resolution at the AGM. The Amended and Restated Memorandum and Articles, if approved by the Shareholders, will become effective upon the approval by the Shareholders at the AGM.

CIRCULAR

A circular containing, among other things, details of the proposed Amended and Restated Memorandum and Articles together with the notice of the AGM will be despatched to the Shareholders in due course.

By order of the Board Joy Spreader Group Inc. Zhu Zinan Chairman

Beijing, the PRC April 29, 2022

As at the date of this announcement, the Board comprises Mr. Zhu Zinan, Mr. Cheng Lin, Ms. Qin Jiaxin and Mr. Sheng Shiwei as executive Directors; Mr. Hu Qingping and Mr. Hu Jiawei as non-executive Directors; and Mr. Xu Chong, Mr. Tang Wei, and Mr. Fang Hongwei as independent non-executive Directors.

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APPENDIX

Details of the Proposed Amendments are as follows:

Article before amendments		Article after amendments	Article after amendments
Article 2.2 “Companies Act”: shall mean the Companies Act (as amended), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.		Article 2.2 “Companies Act”: shall mean the Companies Act (as amended)~~,~~ ~~Cap. 22 of the Cayman Islands and any~~ ~~amendments thereto or re-enactments thereof~~ ~~for the time being in force and includes every~~ ~~other law incorporated therewith or substituted~~ ~~therefor~~ of the Cayman Islands .
		~~tereor~~
Article 2.2 “members”: shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.		Article 2.2 “members”or“shareholders” : shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.
Article 3.4 If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one- third in nominal value of the issued shares of that class.		Article 3.4 If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated with the consent in writing~~of the holders~~ of not less than three-fourths~~in nominal value~~ of the voting rights of the~~issued shares~~ holders of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. To every such separategeneral meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separategeneral meeting and of any adjournment thereof shall be a person or persons together holding (or ~~representing~~ , in the case of a shareholder being a corporation, by~~proxy or~~ its duly authorised representative)or representing by proxy at the date of the relevant meetingholding not less than one-third~~in nominal value~~ of the issued shares of that class.

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Article before amendments

Article 3.7

Subject to the Companies Act, or any other law or so far as not prohibited by any law or the Listing Rules and subject to any rights conferred on the holders of any class of shares, the Company shall have the power to purchase or otherwise acquire any of its own shares (which expression as used in this Article includes redeemable shares) provided that the manner of purchase has first been authorised by a resolution of the members, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefor in any manner authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.

Article after amendments

Article 3.7

Subject to the Companies Act, or any other law or so far as not prohibited by any law or the Listing Rules and subject to any rights conferred on the holders of any class of shares, the Company shall have the power to purchase or otherwise acquire ~~any of~~ its own shares (which expression as used in this Article includes redeemable shares) provided that the manner of purchase has first been authorised by a resolution of the members, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefor in any manner authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.

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Article before amendments

Article 4.6

Except when a register is closed and, if applicable, subject to the additional provisions of Article 4.8, the principal register and any branch register shall during business hours be kept open to inspection by any member without charge.

Article 12.1

The Company shall hold a general meeting as its annual general meeting in each year other than the year of the Company’s adoption of these Articles, within a period of not more than 15 months after the holding of the last preceding annual general meeting or not more than 18 months after the date of adoption of these Articles (or such longer period as the Exchange may authorise). The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place as the Board shall appoint.

Article after amendments

Article 4.6

Except when a register is closed on terms equivalent to the Companies Ordinance and, if applicable, subject to the additional provisions of Article 4.8, the principal register and any branch register shall during business hours be kept open to inspection by any member without charge.

Article 12.1

The Company shall hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it, in each financial year other than the year of the Company’s adoption of these Articles ~~, within a period of not more than 15 months after the holding of the last preceding annual general meeting or not more than 18 months after the date of adoption of these Articles (or such longer period as the Exchange may authorise)~~ . The Company shall hold the annual general meeting within six months after the end of its financial year. The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place as the Board shall appoint.

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Article before amendments

Article 12.3

The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member which is a recognised clearing house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than onetenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

Article after amendments

Article 12.3

The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than one-tenth of the ~~paid up capital~~ total voting rights, on a one vote per share basis, of all the shareholders of the Company which carries the right of voting at general meetings ~~,~~ of the Company. Such requisition (and resolutions to a meeting agenda, as applicable) shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. General meetings may also be convened on the written requisition of any one member which is a recognised clearing house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than one-tenth of the ~~paid up capital~~ total voting rights, on a one vote per share basis, of all the shareholders of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

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Article before amendments

Article 12.5

Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in Article 12.4, it shall be deemed to have been duly called if it is so agreed:

• (a) in the case of a meeting called as an annual general meeting, by all the members entitled to attend and vote thereat or their proxies; and

• (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.

Article 13.3

The chairman of the board of Directors shall take the chair at every general meeting, or, if there be no such chairman or, if at any general meeting such chairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members present (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman.

Article after amendments

Article 12.5

Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in Article 12.4, it shall be deemed to have been duly called if it can be demonstrated to the Exchange that reasonable written notice can be given in less time, and it is so agreed:

• (a) in the case of a meeting called as an annual general meeting, by all the members entitled to attend and vote thereat or their proxies; and

• (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.

Article 13.3

The ~~cC~~ hairman of the board of Directors shall take the chair at every general meeting, or, if there be no such ~~c~~ Chairman or, if at any general meeting such ~~cC~~ hairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members present (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman.

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Article before amendments

Article 14.2

Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

Article after amendments

Article 14.2

• A. Shareholders shall have the right to: (a) speak at general meetings of the Company; and (b) vote at a general meeting except where a Shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.

• B. Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

Article 14.8

Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

Article 14.8

Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy need not be a member. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

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Article before amendments

Article 14.15

If a recognised clearing house (or its nominee(s)) is a member it may authorise such person or persons as it thinks fit to act as its representative(s) at any general meeting of the Company or at any general meeting of any class of members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence to substantiate that it is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise as if such person were an individual member holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles.

Article 16.2

The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

Article after amendments

Article 14.15

If a recognised clearing house (or its nominee(s)) is a member it may authorise such person or persons as it thinks fit to act as its representative(s) at any general meeting of the Company ~~or,~~ at any general meeting of any class of members, or at any meeting of the creditor of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence to substantiate that it is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise as if such person were an individual member holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to speak and vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles.

Article 16.2

The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting.

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Article before amendments

Article 16.3

The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall not be less than two. Subject to the provisions of these Articles and the Companies Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

Article 16.6

The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provision of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

Article after amendments

Article 16.3

The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall not be less than two. Subject to the provisions of these Articles and the Companies Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election.

Article 16.6

The ~~Company~~ shareholders may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provision of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

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Article before amendments Article after amendments Article 20.10 Article 20.10 Any such minutes shall be conclusive evidence Any such minutes shall be conclusive evidence of any such proceedings if they purport to be of any such proceedings if they purport to be signed by the chairman of the meeting or by signed by the ~~cC~~ hairman of the meeting or by the chairman of the succeeding meeting. the ~~cC~~ hairman of the succeeding meeting. Article 28.1 Article 28.1 The Board shall cause to be kept such books The Board shall cause to be kept such books of account as are necessary to give a true and of account as are necessary to give a true and fair view of the state of the Company’s affairs fair view of the state of the Company’s affairs and to show and explain its transactions and and to show and explain its transactions and otherwise in accordance with the Companies otherwise in accordance with the Companies Act. Act. The financial year of the Company shall end on 31 December of each year or such other date as the Board may determine.

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Article before amendments

Article 29.2

The Company shall at every annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The removal of an Auditor before the expiration of his period of office shall require the approval of an ordinary resolution of the members in general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.

Article after amendments

Article 29.2

• A. The Company shall at every annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The removal of an Auditor before the expiration of his period of office shall require the approval of an ordinary resolution of the members in general meeting.

B. T h e a p p o i n t m e n t , r e m o v a l a n d remuneration of the Auditors ~~shall be fixed~~ must be approved by a majority of the Company’s shareholders at the annual general meeting ~~at which they are appointed~~ provided that in respect of any particular year the Company in general meeting may delegate the fixing of such appointment, removal and remuneration to another body that is independent of the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting after their appointment unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Company in general meeting or a body that is independent of the Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed ~~by the Board~~ to fill any casual vacancy under this Article may be fixed by the ~~Board~~ Company in general meeting or a body that is independent of the Board.

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Article before amendments Article after amendments Article 35 Article 35 Subject to the Companies Act, the Company Subject to the Companies Act and the rights may at any time and from time to time attaching to the various classes of shares, the by special resolution alter or amend the Company may at any time and from time to Memorandum and these Articles in whole or time by special resolution alter or amend the in part. Memorandum and these Articles in whole or in part.

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