Wise Living Technology Co., Ltd — Capital/Financing Update 2023

Jun 28, 2023

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated 28 June 2023 (the “ Prospectus ”) of Wise Living Technology Co., Ltd (the “ Company ”).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus carefully for detailed information about the Company and the Global Offering described in this announcement before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Global Offering should be taken solely in reliance on the information provided in the Prospectus.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States. The H Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered, sold, pledged or otherwise transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company has not intended to and does not intend to make any public offer of securities in the United States. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited, as Stabilising Manager, its affiliates or any person acting for it, on behalf of the Underwriters and the Capital Market Intermediaries, may effect transactions with a view to stabilising or maintaining the market price of the H Shares at a level higher than that which might otherwise prevail in the open market for a limited period on and after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end within 30 days of the last day for the lodging of applications under the Hong Kong Public Offering, being Wednesday, 2 August 2023. Such stabilisation action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising action cannot be taken to support the price of the H Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on Wednesday, 2 August 2023, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilising action may be taken, and demand for the H Shares, and therefore the price of the H Shares, could fall.

The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related application forms. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Sponsor, the Sponsor-OC, the Overall Coordinator and/or the Sole Global Coordinator (for themselves and on behalf of the Hong Kong Underwriters and Capital Market Intermediaries) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for termination” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date.

In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Overall Coordinator and the Sole Global Coordinator on behalf of the International Underwriters and the Capital Market Intermediaries. Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinator and the Sole Global Coordinator on behalf of the International Underwriters and the Capital Market Intermediaries at any time from the Listing Date until Wednesday, 2 August 2023, being the 30th day from the last day for lodging applications under the Hong Kong Public Offering to require the Company to allot and issue up to an aggregate of 11,340,000 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price, to cover the over-allocations in the International Offering, if any.

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Wise Living Technology Co., Ltd 慧居科技股份有限公司

(A joint stock limited liability company incorporated in the People’s Republic of China)

GLOBAL OFFERING

Number of Offer Shares under : 75,600,000 H Shares (subject to the Overthe Global Offering allotment Option) Number of Hong Kong Offer Shares : 7,560,000 H Shares (subject to re-allocation) Number of International Offer Shares : 68,040,000 H Shares (subject to the Overallotment Option and re-allocation) Maximum Offer Price : HK$4.20 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars and subject to refund on final pricing) Nominal value : RMB1.00 per H Share Stock code : 2481

the Global Offering Number of Hong Kong Offer Shares Number of International Offer Shares

Sole Sponsor, Overall Coordinator, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager

Joint Bookrunners and Joint Lead Managers

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Your application through the White Form eIPO service or by giving electronic instructions to HKSCC must be for a minimum of 1,000 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.

No. of		No. of		No. of		No. of
Hong Kong		Hong Kong		Hong Kong		Hong Kong
Offer Shares	Amount payable	Offer Shares	Amount payable	Offer Shares	Amount payable	Offer Shares	Amount payable
applied for	on application	applied for	on application	applied for	on application	applied for	on application
	HK$		HK$		HK$		HK$
1,000	4,242.36	20,000	84,847.15	100,000	424,235.70	800,000	3,393,885.60
2,000	8,484.71	25,000	106,058.93	150,000	636,353.56	900,000	3,818,121.30
3,000	12,727.07	30,000	127,270.71	200,000	848,471.40	1,000,000	4,242,357.00
4,000	16,969.43	35,000	148,482.50	250,000	1,060,589.26	1,500,000	6,363,535.50
5,000	21,211.79	40,000	169,694.28	300,000	1,272,707.10	2,000,000	8,484,714.00
6,000	25,454.14	45,000	190,906.06	350,000	1,484,824.96	2,500,000	10,605,892.50
7,000	29,696.49	50,000	212,117.86	400,000	1,696,942.80	3,000,000	12,727,071.00
8,000	33,938.86	60,000	254,541.42	450,000	1,909,060.66	3,780,000(1)	16,036,109.45
9,000	38,181.22	70,000	296,964.99	500,000	2,121,178.50
10,000	42,423.56	80,000	339,388.55	600,000	2,545,414.20
15,000	63,635.35	90,000	381,812.14	700,000	2,969,649.90

(1) Maximum number of Hong Kong Offer Shares you may apply for.

No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.

THE LISTING APPLICATION

We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option).

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STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises:

• the Hong Kong Public Offering of 7,560,000 H Shares (subject to reallocation) in Hong Kong, representing 10% of the total number of Offer Shares initially available under the Global Offering, and

• the International Offering of initially 68,040,000 H Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares initially available under the Global Offering.

The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.

In particular, the Overall Coordinator and the Sole Global Coordinator may, at its sole discretion, reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to the clawback mechanism as described in the section headed “Structure of the Global Offering – Hong Kong Public Offering – Reallocation” in the Prospectus, the maximum total number of Offer Shares available under the Hong Kong Public Offering following such reallocation shall be not more than 15,120,000 Offer Shares, representing 20% of the total number of Offer Shares initially available under the Global Offering, and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range stated in the Prospectus (i.e., HK$3.00 per Offer Share).

Under the International Underwriting Agreement, we expect to grant to the International Underwriters, exercisable at the sole discretion of the Overall Coordinator and the Sole Global Coordinator on behalf of the International Underwriters and the Capital Market Intermediaries, the Over-allotment Option, exercisable within 30 days from the date of the last day for lodging applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment Option being Wednesday, 2 August 2023) to require the Company to allot and issue up to an aggregate of 11,340,000 Offer Shares, representing no more than 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering to cover over-allocations in the International Offering, if any.

If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 3.62% of the total number of Shares in issue immediately following the completion of the Global Offering and the exercise of the Over-allotment Option. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Stock Exchange ( www.hkexnews.hk ) and on our website ( www.hjkj.cn ), respectively.

PRICING

The Offer Price will be no more than HK$4.20 per Offer Share and is expected to be no less than HK$3.00 per Offer Share unless to be otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$4.20 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565% payable on each Offer Share.

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EXPECTED TIMETABLE

Hong Kong Public Offering commences . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Wednesday, 28 June 2023
Latest time for completing electronic applications
under theWhite Form eIPOservice
through the designated websitewww.eipo.com.hk	. . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on
	Monday, 3 July 2023
Application lists open . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on
	Monday, 3 July 2023
Latest time to: (1) complete payment ofWhite Form eIPO
applications by effecting internet banking transfer(s) or
PPS payment transfer(s); and (2) giveelectronic
application instructionsto HKSCC . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on
	Monday, 3 July 2023

If you are instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.

Application lists close. . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on	. . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on
		Monday, 3 July 2023
Expected Price Determination Date . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . Monday, 3 July 2023
Announcement of the final Offer Price, the level of indication of
interest in the International Offering, the level of
applications in the Hong Kong Public Offering	and
the basis of allocation of the Hong Kong Offer	Shares
to be published on our website (www.hjkj.cn )	and the
Stock Exchange’s website (www.hkexnews.hk )on or before . . . . . .		. . . . . . Friday, 7 July 2023

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Results of allocations under the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including:

• (1) in the announcement to be posted on our website at www.hjkj.cn and the website of the Stock Exchange at www.hkexnews.hk , respectively from . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 July 2023

• (2) Results of allocation for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/zh-hk/Allotment )

• with a “search by ID” function from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8:00 a.m. on Friday, 7 July 2023

• to 12:00 midnight on

• Thursday, 13 July 2023

• (3) from the allocation results telephone enquiry by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on . . . . . . . . . . . .Friday, 7 July 2023,

  • Monday, 10 July 2023, Tuesday, 11 July 2023

  • and Wednesday, 12 July 2023

• Despatch/Collection of White Form e-Refund payment instructions/refund cheques in respect of

• (i) wholly or partially successful applications

if the final Offer Price is less than the price payable

• on application (if applicable) and (ii) wholly or partially unsuccessful applications pursuant to

the Hong Kong Public Offering on or before . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 July 2023

Despatch/Collection of H Share certificates or deposit

of H Share certificates into CCASS in respect of wholly or partially successful applications pursuant

to the Hong Kong Public Offering on or before. . . . . . . . . . . . . . . . . . . . . . . .Friday, 7 July 2023

Dealings in the H Shares on the Stock Exchange

expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 am on Monday, 10 July 2023

Note: All times and dates refer to Hong Kong local time and date, except as otherwise stated.

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SETTLEMENT

Subject to the granting of the approval for the listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Investors should seek the advice of their stockbroker or other professional advisers for the details of those settlement arrangements as such arrangements may affect their rights and interests. All necessary arrangements have been made for the H Shares to be admitted into CCASS.

ELECTRONIC APPLICATION CHANNELS

White Form eIPO Service

You may submit your application through the White Form eIPO service for the Offer Shares to be allotted and registered in your own name through the designated website at www.eipo.com.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Wednesday, 28 June 2023 until 11:30 a.m. on Monday, 3 July 2023 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, 3 July 2023, the last day for applications, or such later time as described in “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.

CCASS EIPO Service[(Note)]

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:

— Wednesday, 28 June 2023 9:00 a.m. to 8:30 p.m. — Thursday, 29 June 2023 8:00 a.m. to 8:30 p.m. — Friday, 30 June 2023 8:00 a.m. to 8:30 p.m. — Monday, 3 July 2023 8:00 a.m. to 12:00 noon

Note: These times in this sub-section are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 28 June 2023 until 12:00 noon on Monday, 3 July 2023 (24 hours daily, except on Monday, 3 July 2023, the last application day).

The latest time for inputting your electronic application instructions will be 12:00 noon on Monday, 3 July 2023, the last application day or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.

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If you are instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.

The application monies (including the brokerage fees, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee) will be held in separate bank account(s) with the receiving bank(s) or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) and the refund monies, if any, will be returned to the applicants without interest on or before Friday, 7 July 2023.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the GREEN Application Form and the designated website www.eipo.com.hk for the White Form eIPO service.

PUBLICATION OF RESULTS

The Company expects to announce final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Friday, 7 July 2023 on the Company’s website at www.hjkj.cn and the website of the Stock Exchange at www.hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$4.20 per Offer Share (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with — the paragraph headed “Structure of the Global Offering Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared. Any refund of your application monies will be made on or before Friday, 7 July 2023.

The Company will not issue any temporary documents of title in respect of the Offer Shares. The Company will not issue receipt for sums paid on application. H Share certificates will only become valid at 8:00 a.m. on Monday, 10 July 2023 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised. Investors who trade shares prior to the receipt of the H Share certificates or prior to the H Share certificates becoming valid do so entirely at their own risk.

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Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Monday, 10 July 2023 (Hong Kong time), dealings in the Company’s H Shares on the Stock Exchange will commence at 9:00 a.m. on Monday, 10 July 2023 (Hong Kong time). The H Shares will be traded in board lots of 1,000 H Shares each.

The stock code of the H Shares will be 2481.

By order of the Board Wise Living Technology Co., Ltd GENG Ming Chairman and Executive Director

Hong Kong, 28 June 2023

As at the date of this announcement, the Board of Directors comprises Mr. GENG Ming, Mr. LI Baoshan and Mr. LUO Wei as executive Directors, Mr. MIAO Wenbin, Mr. MA Fulin and Ms. XU Lijie as non-executive Directors, and Mr. CHEUNG Ho Kong, Dr. TSE Hiu Tung, Sheldon and Dr. ZHU Qing as independent non-executive Directors.

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