Newborn Town Inc. — Share Issue/Capital Change 2021

Mar 1, 2021

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 28/02/2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Newborn Town Inc. Date Submitted 01 March 2021

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares
(1) Stock code :9911 Description : Ordinary Balance at close of No. of ordinary shares preceding month 3,000,000,000 Increase/(decrease) NIL Balance at close of the month 3,000,000,000			shares	Authorised share capital (USD) 300,000 NIL 300,000
			Par value (USD) 0.0001 0.0001
(2) Stock code : N/A Description : No. of ordinary shares Balance at close of preceding month N/A Increase/(decrease) N/A Balance at close of the month N/A			N/A Par value (State currency) Authorised share capital (State currency)
			Par value (State currency)

March 2019

1. Preference Shares

Stock code : N/A Description : No. of preference shares Balance at close of preceding month N/A Increase/(decrease) N/A Balance at close of the month N/A		N/A	N/A
		Par value (State currency)	Authorised share capital (State currency)

3. Other Classes of Shares

Stock code : N/A Description : No. of other classes of shares Balance at close of preceding month N/A Increase/(decrease) N/A Balance at close of the month N/A		N/A	N/A
		Par value (State currency)	Authorised share capital (State currency)

Total authorised share capital at the end of the month (USD) :

300,000

March 2019

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares (1) (2)	No. of ordinary shares (1) (2)	No. of ordinary shares (1) (2)	No of preference shares	No. of other classes of shares
	998,850,000 NIL		N/A N/A N/A	N/A	N/A N/A N/A
				N/A N/A
	998,850,000

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)
Particulars of shareoption scheme includingEGM approvaldate (dd/mm/yyyy)and class ofshares issuable		Movement during themonth					No. of new sharesof issuer issuedduring the monthpursuant No. of new sharesof issuer which maybe issuedpursuant thereto thereto as at close of the month
		Granted	Exercised	Cancelled		Lapsed
1. (/ / ) shares (Note 1) 2. (/ / ) shares (Note 1) 3. (/ / ) shares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) NIL								NIL N/A N/A

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Nominalvalue Currency ofnominal value at closeof preceding month	Nominalvalue Currency ofnominal value at closeof preceding month	Exercised duringthe month	No. ofnew sharesof issuer issued duringthe month No. ofnew sharesof issuerwhich maybe issued pursuant Nominalvalue at close ofthe month pursuant thereto thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month No. ofnew sharesof issuerwhich maybe issued pursuant Nominalvalue at close ofthe month pursuant thereto thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month No. ofnew sharesof issuerwhich maybe issued pursuant Nominalvalue at close ofthe month pursuant thereto thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month No. ofnew sharesof issuerwhich maybe issued pursuant Nominalvalue at close ofthe month pursuant thereto thereto asat close ofthe month
	1.							NIL N/A N/A
	( / / ) Stock code (iflisted) Classof shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy) 2.
			( / /	)
	( / / ) Stock code (iflisted) Classof shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy) 3.
			( / /	)
	( / / ) Stock code (iflisted) Classof shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy) 4.
			( / /	)
	( / / ) Stock code (iflisted) Classof shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy)
			( / /	)

March 2019

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

Class and description	Class and description		Currencyof amount outstanding	Amount at closeof preceding month	Converted duringthe month	Amountat close ofthe month	Amountat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat thereto close of the month	No. ofnew sharesof issuer issued duringthe month pursuant No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat thereto close of the month
	1.							NIL N/A N/A
	Stock code (if listed) Class of shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy)) 2.
	Stock code (if listed) Class of shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy) 3.
	Stock code (if listed) Class of shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy) 4.
	Stock code (if listed) Class of shares issuable (Note 1) Subscriptionprice EGMapproval date (if applicable) (dd/mm/yyyy)

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Options (other than under Share Option Schemes)	Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of newshares of issuerissued during themonth pursuantthereto No. of new sharesof issuer which maybe issuedpursuant thereto as at closeof themonth
1. 2. 3.	The total number of shares underlying RSUs under the	NIL NIL NIL N/A N/A	NIL
	Employee RSU Scheme shall not exceed 32,540,356
	shares. 29,494,240 RSUs were granted by the Issuer
	pursuant to the Employee RSU Scheme on 28 May
	2020. (Remark 1)
	Ordinary shares (Note 1)
	The total number of shares underlying RSUs under the
	Management RSU Scheme shall not exceed 27,795,210		NIL
	shares. 25,733,333 RSUs were granted by the Issuer
	pursuant to the Management RSU Scheme on 28 May
	2020.(Remark 1)
	Ordinaryshares_(Note 1) _
	N/A
	( / / ) shares_(Note1)_
	Total D.(Ordinaryshares)
	(Preference shares)
	(Otherclass)

March 2019

Other Movements in Issued Share Capital

Type of Issue		No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month
Class of shares issuable_(Note 1)_ 1. Rights issue At price : State currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A	N/A
Class of shares issuable_(Note1)_ 2. Open offer At price : State currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A	N/A
Class of shares issuable_(Note1)_ 3. Placing At price : State currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A	N/A
Class of shares issuable_(Note1)_ 4. Bonus issue Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A	N/A

March 2019

Type of Issue		No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month
Class of shares issuable_(Note 1)_ 5. Scrip dividend At price : State currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A		N/A
6. Repurchase of shares	Class of shares Ordinary repurchased_(Note1)_ shares Cancellation date : (dd/mm/yyyy) AGM approval date: (dd/mm/yyyy) ( / / ) ( / / ) (		N/A )		N/A
7. Redemption of shares	Class of shares redeemed_(Note1)_ Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )		N/A		N/A
Class of shares issuable_(Note1)_ 8. Consideration issue At price : State currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A		N/A

March 2019

Type of Issue		No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month	No. ofnew sharesof issuer issued duringthe month pursuant thereto No. ofnew sharesof issuerwhich maybe issued pursuant thereto asat close ofthe month
9. Capital reorganisation	Class of shares issuable_(Note 1)_ Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )			N/A	N/A
10. Other State Class of shares issuable_(Note 1)_ (Please specify)At price : currency Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( / / ) ( / / )				N/A	N/A
Total E. (Ordinary shares) (Preference shares) (Other class)				NIL N/A N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A toE): (1) (2) Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):	NIL
	N/A
	N/A
	N/A

(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

IV. 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 which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized 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;

March 2019

• (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.

Remarks (if any):

(Remark 1) For details, please refer to the section headed "STATUTORY AND GENERAL INFORMATION – E. RSU SCHEMES" in Appendix IV to the prospectus of the Issuer dated 17 December 2019, and the announcement issued by the Issuer on amendments to the RSU Schemes and grant of restricted share units dated 28 May 2020.

Submitted by: Song Pengliang

Title: Joint Company Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

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 rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

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.

4.

• If there is insufficient space, please append the prescribed continuation sheet.

March 2019