Keep Inc. — Regulatory Filings 2023

Aug 4, 2023

FF301

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 July 2023

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Keep Inc. (Incorporated in the Cayman Islands with limited liability) Date Submitted: 04 August 2023

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	03650		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month
Increase / decrease (-)
Balance at close of the month		1,000,000,000			USD	0.00005		USD	50,000

Total authorised/registered share capital at the end of the month: USD

50,000

Remarks:

The ordinary shares of Keep Inc. (the "Company") were newly listed on the Main Board of The Stock Exchange of Hong Kong Limited on 12 July 2023.

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II. Movements in Issued Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	03650		Description
Balance at close of preceding month		525,671,987
Increase / decrease (-)
Balance at close of the month		525,671,987

Remarks:

The ordinary shares of the Company were newly listed on the Main Board of The Stock Exchange of Hong Kong Limited on 12 July 2023 (the "Listing Date"), and the above opening balance refers to the relevant issued shares of the Company on the Listing Date.

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				03650
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	The amended and restated 2016 employee’s stock option plan adopted in June 2021 (the"2016 Plan")	18,301,750	Cancelled		-2,500		18,276,750		0	10,000		0
			Lapsed		-22,500
General Meeting approval date (if applicable)
2).	The amended and restated 2021 employee’s stock option plan adopted in June 2021 (the"2021 Plan")	4,700,825	Lapsed		-92,500		4,608,325		0	0		0
General Meeting approval date (if applicable)
3).	The post-IPO share incentive plan adopted in June 2023 (the "Post- IPO Share Incentive Scheme")	0			0		0		0	0		30,354,474
General Meeting approval date (if applicable)		12 June 2023

Total A (Ordinary shares): Total funds raised during the month from exercise of options: USD	0
	0

Remarks:

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The ordinary shares of the Company (the "Shares") were newly listed on the Main Board of The Stock Exchange of Hong Kong Limited on 12 July 2023.

Save for the 10,000 Shares underlie the options granted to a director of the Company remain to be issued, the Shares underlie the options granted under the 2016 Plan and 2021 Plan has been issued to Calorie Partner Limited. Calorie Partner Limited is a trust company wholly-owned by a trust in which the Company is the settlor, Futu Trustee Limited acts as the trustee, and the beneficiaries are participants of the 2016 Plan and 2021 Plan.

Shares that were issued to Calorie Partner Limited before the Listing Date and without any underlying grants under the 2016 Plan and 2021 Plan will be used to fund share options and share awards granted under the Post-IPO Share Incentive Scheme, and the Company will treat a share option or share award funded by these Shares as a share option or share award funded by new shares of the Company and such grant will comply with Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

For details of the 2016 Plan, 2021 Plan and the Post-IPO Share Incentive Plan, please refer to Appendix IV of the Prospectus (the "Prospectus").

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

Not applicable

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

(E). Other Movements in Issued Share Not applicable

Remarks:

Pursuant to the extraordinary general meeting of shareholders held on 12 June 2023, the Company adopted post-IPO share incentive plan which the board of directors of the Company may grant an award to a grantee in the form of a share option or a share award. For details, please refer to Appendix IV of the Prospectus.

Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 0

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by:

Wang Ning

Title:

Chairman, executive director and chief executive officer

(Director, Secretary or other Duly Authorised Officer)

Notes

2. SEHK refers to Stock Exchange of Hong Kong.

3. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “class of shares issuable” should be construed as “class of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “class of shares issuable” should be construed as “class of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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