Tanwan Inc. — Share Issue/Capital Change 2024

Jul 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: 30 June 2024

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: ZX Inc. (Incorporated in the Cayman Islands with limited liability) Date Submitted: 04 July 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 the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)	09890		Description	Ordinary Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		2,500,000,000			USD	0.00002		USD	50,000
Increase / decrease (-)								USD
Balance at close of the month		2,500,000,000			USD	0.00002		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 and/or Treasury Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)	09890		Description	Ordinary Shares
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		534,439,918			0		534,439,918
Increase / decrease (-)		0			0
Balance at close of the month		534,439,918			0		534,439,918

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III. Details of Movements in Issued Shares and/or Treasury Shares

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

1. Class of shares	1. Class of shares	1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes	Yes
Stock code (if listed)			09890		Description		Ordinary Shares
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		Number of new shares issued during the month pursuant thereto (A1)	Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month		The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).	Pre-IPO Share Option Plan adopted on 4 November 2022	12,423,314		Lapsed		-96,648		12,236,459		0	0	0		0
				Others		-90,207
General Meeting approval date (if applicable)

General Meeting approval date (if applicable)

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1) Decrease in treasury shares: 0 Ordinary shares (AA2) Total funds raised during the month from exercise of options: USD 0

Remarks:

The Pre-IPO Share Option Plan is a share scheme of the Company involving the Company's existing shares. All underlying shares under the Pre-IPO Share Option Plan had already been issued to the ESOP BVIs for and on behalf of the grantees, and all options available under the Pre-IPO Share Option Plan had been granted by the Company to eligible grantees prior to the listing of the Company. Others in the movement during the the month represented the exercise of share options which were not involved any new shares or treasury shares.

90,207 share options were exercised and no new shares nor treasure shares were involved due to the reasons above.

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(B). Warrants to Issue Shares of the Issuer

Not applicable

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(C). Convertibles (i.e. Convertible into Shares of the Issuer)

Not applicable

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

Not applicable

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(E). Other Movements in Issued Shares and/or Treasury Shares

Not applicable

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	0	Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):	0	Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts 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 carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 4)

• (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares 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 5);

• (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 all 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, sale or transfer;

• (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: TSANG Wing Man Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

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Notes

2. The Exchange refers to The Stock Exchange of Hong Kong Limited.

3. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.

2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable 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, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

4. “Identical” means in this context:

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

6. ． 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

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

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