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Kuaishou Technology — Capital/Financing Update 2021
Jun 25, 2021
10204_rns_2021-06-25_0e774c62-9cd8-4ee3-a4e7-44d0a79e3a75.pdf
Capital/Financing Update
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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 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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Kuaishou Technology 快手科技
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1024)
VOLUNTARY ANNOUNCEMENT
TRANSFER OF EQUITY INTEREST OF A CONSOLIDATED AFFILIATED ENTITY
Reference is made to the sections headed “Contractual Arrangements” and “Connected Transactions” in the prospectus of Kuaishou Technology (the “ Company ”) dated January 26, 2021 (the “ Prospectus ”). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Prospectus.
On June 25, 2021, an agreement was entered into by relevant parties in connection with a reorganization of the holdings of the registered share capital of Beijing One Smile, a Consolidated Affiliated Entity of the Group, pursuant to which, Mr. Yang Yuanxi (楊遠熙) (“ Mr. Yang ”), one of the existing Registered Shareholders of Beijing One Smile, will be transferred an additional 23.70% of the registered share capital together with all rights and obligations of the transferor under the Contractual Arrangements among Beijing One Smile, WFOE and the Registered Shareholders of Beijing One Smile (the “ Transfer ”). Such additional 23.70% of the registered share capital will be pledged by Mr. Yang to WFOE on the same terms and conditions as his existing equity interest in Beijing One Smile under the relevant Contractual Arrangements.
No new Contractual Arrangements have been or will be entered into among Beijing One Smile, WFOE and the Registered Shareholders of Beijing One Smile. Upon completion of the Transfer, Beijing One Smile will be held as to (i) 32.32% by Mr. Su Hua (宿華), (ii) 29.24% by Mr. Yang, (iii) 25.86% by Mr. Cheng Yixiao (程一笑), (iv) 7.40% by Mr. Yin Xin (銀鑫), and (v) 5.18% by Ms. Hu Changjuan (胡長涓), all of whom have been Registered Shareholders of Beijing One Smile since the Listing Date.
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IMPLICATIONS UNDER THE LISTING RULES
At the time of the Listing, the Company had applied to the Stock Exchange for, and the Stock Exchange had granted to the Company, a waiver (the “ IPO Waiver ”) in respect of continuing connected transactions in the form of the Contractual Arrangements, subject to certain conditions as set out therein.
The Company has been advised by its PRC legal advisor that, following the completion of the Transfer (including the registration of the Transfer and the amended equity pledge with the competent PRC governmental authorities), the Contractual Arrangements in respect of the 23.70% equity interest in Beijing One Smile subject to the Transfer will be legally binding on Mr. Yang.
The Company also confirms that following the completion of the Transfer, (i) it will continue to use its best endeavors to effectively exercise and maintain control over operations of Beijing One Smile, obtain the entire economic benefits and prevent leakage of the assets and values of Beijing One Smile to its Registered Shareholders; and (ii) the financial results of Beijing One Smile will continue to be consolidated into the financial statements of the Company as if it were a wholly-owned subsidiary of the Company.
The Company has sought confirmation from the Stock Exchange, and the Stock Exchange has confirmed, that the transactions contemplated under the Contractual Arrangements would continue to fall within the scope of the waiver from the requirements of Chapter 14A of the Listing Rules as set out in the IPO Waiver and are exempt from strict compliance with (i) the announcement, circular and independent Shareholders’ approval requirements under Rules 14A.35 and 14A.36 of the Listing Rules; (ii) the requirement of setting an annual cap for the transactions under the Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (iii) the requirement of limiting the term of the Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, for so long as the Class B Shares are listed on the Stock Exchange, subject to the same conditions of the IPO Waiver.
By order of the Board Kuaishou Technology Mr. Su Hua Chairman
Hong Kong, June 25, 2021
As at the date of this announcement, the Board comprises Mr. Su Hua and Mr. Cheng Yixiao as executive Directors; Mr. Li Zhaohui, Mr. Zhang Fei, Dr. Shen Dou and Mr. Lin Frank as non-executive Directors; Mr. Wang Huiwen, Mr. Huang Sidney Xuande and Mr. Ma Yin as independent non-executive Directors.
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