Keep Inc. — Regulatory Filings 2024

Mar 4, 2024

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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:

29 February 2024

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 March 2024

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		1,000,000,000			USD	0.00005		USD	50,000
Increase / decrease (-)		0						USD	0
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

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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 (-)		0
Balance at close of the month		525,671,987

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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")	16,009,236	Exercised		-51,986		15,868,250		0	10,000		0
			Lapsed		-89,000
General Meeting approval date (if applicable)
2).	The amended and restated 2021 employee’s stock option plan adopted in June 2021 (the"2021 Plan")	4,159,325					4,159,325		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 Plan")	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: HKD	0
	150,586.43

Remarks:

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

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 (together, "Pre-IPO Share Incentive Plans") 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 Pre-IPO Share Incentive Plans.

Shares that were issued to Calorie Partner Limited before the Listing Date and without any underlying grants under the Pre-IPO Share Incentive Plans 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 Pre-IPO Share Incentive Plans and the Post-IPO Share Incentive Plan, please refer to Appendix IV of the Prospectus (the "Prospectus").

In respect of Item III(A)(1)(3): The Company may grant share options or share awards under the Post-IPO Share Incentive Plan. The figures in this box represent the grants of share options to be settled by issued Shares. See also Item III(D)(1) below in relation to the grant of restricted share units under the Post-IPO Share Incentive Plan for additional information. The total number of Shares which may be issued upon exercise of all options and/or vesting share awards to be granted under the Post-IPO Share Incentive Plan at the close of this month is 30,354,474 Shares.

(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)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			03650
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Post- IPO Share Incentive Plan				12 June 2023	0		0
Total D (Ordinary shares): 0

Remarks:

On 12 October 2023, a total of 337,200 restricted share units ("RSUs") representing 337,200 Shares under the Post-IPO Share Incentive Plan were granted to the employees of the Company. Upon fulfilment of the respective vesting schedules of the grant, the 337,200 RSUs granted to the grantees will be satisfied through the Shares previously issued pursuant to the Pre-IPO Share Incentive Plans. No new Shares were issued in connection of the grant of 337,200 RSUs. The total number of Shares which may be issued upon exercise of all options and/or vesting of share awards to be granted under the Post-IPO Share Incentive Plan at the close of this month is 30,354,474 Shares.

For more details, please refer to the Company's announcement dated 12 October 2023.

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(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 the 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

Not applicable

Submitted by: Wang Ning Title: Chairman, executive director and chief executive officer (Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. 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.

3. “Identical” means in this context:

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

5. 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

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

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

8. If there is insufficient space, please submit additional document.

9. In the context of repurchase of shares:

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

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

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

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

14. In the context of redemption of shares:

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

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• ． “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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