Newborn Town Inc. — Share Issue/Capital Change 2021

Mar 24, 2021

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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NEWBORN TOWN INC. 赤子城科技有限公司 (Incorporated in Cayman Islands with limited liability)

(Stock Code: 9911)

GRANT OF RESTRICTED SHARE UNITS

Reference is made to the section headed “Appendix IV – Statutory and General Information – E. RSU Schemes” of the prospectus (the “ Prospectus ”) of Newborn Town Inc. (the “ Company ”) dated 17 December 2019 in relation to the adoption of the RSU Schemes, the principal term summary of which has been disclosed in the Prospectus, and announcement of the Company dated 28 May 2020 in relation to amendments to the RSU Schemes. The RSU Schemes are not subject to the provisions of Chapter 17 of the Listing Rules as the RSU Schemes do not involve the grant of options by the Company to subscribe for new Shares. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

Grant of Restricted Share Units

The Board is pleased to announce that on 24 March 2021, the Board resolved and approved the grant of 957,333 RSUs to 5 grantees pursuant to the Employee RSU Scheme (the “ Grant ”), subject to acceptance by the grantees.

Number of Grant and Date of Grant

On 24 March 2021 (the “ Date of Grant ”), the total 957,333 RSUs granted to the grantees represent 957,333 underlying Shares, which amounts to approximately 0.10% of the issued share capital of the Company as at the date of this announcement. The Company will not issue or allot additional new Shares in respect of the Grant, and accordingly, the Grant of RSUs will not result in any dilution effect on the shareholdings of existing shareholders of the Company. The grantees of RSUs are not required to make any payment in respect of any RSUs granted under the RSU Schemes or the exercise of RSUs.

The Shares underlying RSUs of the Grant are issued to and held by the Employee RSU Trustee in accordance with the RSU Schemes until the end of each vesting period, and will be transferred to the grantees upon satisfaction of the relevant vesting conditions as specified by the Board at the time of Grant. Immediately following the Grant of RSUs representing 957,333 Shares as mentioned in this announcement, RSUs representing a total of 19,295,333 Shares have been granted and are outstanding and held by Bridge Partners Limited, a wholly-owned subsidiary of the Management RSU Trustee, and 4,292,675 Shares are held by Bridge Partners Limited in the pool, which are available for future grant of RSUs. RSUs representing a total of 20,881,572 Shares have been granted and are outstanding and held by Three D Partners Limited, a wholly-owned subsidiary of the Employee RSU Trustee, and 6,218,571 Shares are held by Three D Partners Limited in the pool, which are available for future grant of RSUs.

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Any Shares transferred to the grantees in respect of any RSUs will be subject to all the provisions of the Articles of Association and will rank pari passu with the fully paid Shares in issue on the date of the transfer. The grantees of RSUs may not have voting rights in respect of the Shares underlying the RSUs prior to their exercise, and all of the cash or non-cash income, dividends or distributions and/or the sale proceeds of the non-cash and non-scrip distributions of the Shares underlying the RSUs will be transferred to the grantees upon vesting. For details, please refer to “Appendix IV – Statutory and General Information – E. RSU Schemes” of the Prospectus.

Grantees

To the best of knowledge of the Directors, as at 24 March 2021, none of the grantees of RSUs is a connected person of the Company under Chapter 14A of the Listing Rules.

Market Price

957,333 RSUs represent a value of approximately HK$4.6 million, based on the average closing price of HK$4.78 per Share as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the Date of Grant; or approximately HK$4.1 million, based on the closing price of HK$4.33 per Share as quoted on the Stock Exchange on the Date of Grant.

Vesting Schedule

The RSUs granted shall normally vest in the grantees within three and a half years from the Date of Grant. The RSUs held by the Employee RSU Trustee shall, in accordance with the vesting schedule determined by the Board, be vested to the grantees upon fulfilment of all vesting conditions specified by the Board.

Taking into account the purposes and objectives of the RSU Schemes, the Board is of the view that the Grant is fair and reasonable and in the interests of the Company and its shareholders as a whole.

By order of the Board Newborn Town Inc. LIU Chunhe Chairman

Beijing, 24 March 2021

As at the date of this announcement, the executive Directors of the Company are Mr. LIU Chunhe, Mr. LI Ping and Mr. WANG Kui; and the independent non-executive Directors of the Company are Mr. PAN Xiya, Mr. CHI Shujin and Mr. LIU Rong.

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