Form D Marketing statement (concerning a placing of equity securities)

A separate marketing statement in this form must be completed by (i) each overall coordinator, (ii) each syndicate member (other than an overall coordinator), (iii) any distributor (other than a syndicate member) and (iv) every Exchange Participant with whom or through whom the securities are placed in the following circumstances:—

(1) a placing of equity securities by or on behalf of a new applicant
(2) a placing of equity securities of a class new to listing by or on behalf of a listed issuer.

Rule 10.12 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the Notes accompanying this form should be read before completing this statement.

To: The Listing Division,
The Stock Exchange of Hong Kong Limited

. . ./. . . /. . .

A. GENERAL
1. Name of issuer . . . . . . . . . . . . . .(in English)
. . . . . . . . . . . . . . . . . . . . . . .(in Chinese)
2. Description of security . . . . . . . . . . . . . .
3. Total amount or number of securities of the issuer/vendor being placed . . . . . . . . . . . . . .
4. Total amount or number of securities being placed by the undersigned . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
*5. Net price to the issuer/vendor (Note 4) . . . . . . . . . . . . . .
*6. Name of overall coordinator . . . . . . . . . . . . . .
*7.
 
Name(s) of syndicate member(s) (other than the overall coordinator(s))/distributor(s) (other than syndicate member(s)) (if applicable)
1. . . . . . . . . . . . . . 
2. . . . . . . . . . . . . . 
3. . . . . . . . . . . . . . 
4. . . . . . . . . . . . . . 
*8. Name(s) of the persons(s) or firm(s) from whom the undersigned obtained the securities to be placed by the undersigned . . . . . . . . . . . . . . . . . .

* (To be completed by overall coordinator only) (Note 3)
B. SUMMARY OF DISTRIBUTION
9.
 
(To be completed by overall coordinator only) (Note 3)   Amount or number of securities % of placing
Syndicate member(s) (including the overall coordinator(s))/Distributors
(other than syndicate member(s))
(As in A7)
  . . . . . . . (1)
. . . . . . .
    . . . . . . . (2)
. . . . . . .
    . . . . . . . (3)
. . . . . . .
    . . . . . . . (4)
. . . . . . .
    . . . . . . . . . . . . . .
Total (as in A3) . . . . . . . 100
. . . . . . .
C. ANALYSIS OF DISTRIBUTION
10.
 
By the undersigned to: (Note 5) Number of holders Amount or number of securities % of placing
(1) Connected clients (as defined in Note 2 to rule 10.12 of the GEM Listing Rules) . . . . . . . . . . . . . . . . . .
(2) Directors/substantial shareholders and significant shareholders * of the issuer and their respective close associates (*significant shareholders in respect only of an initial public offer) . . . . . . . . . . . . . . . . . .
(3) Employees of the issuer . . . . . . . . . . . . . . . . . .
(4) Customers or clients of the issuer . . . . . . . . . . . . . . . . . .
(5) Suppliers to the issuer . . . . . . . . . . . . . . . . . .
(6) Other Exchange Participants
(see also C12 below)
. . . . . . . . . . . . . . . . . .
(7) Retained by the undersigned . . . . . . . . . . . . . . . . . .
(8) Other . . . . . . . . . . . . . . . . . .
(9) TOTAL . . . . . . . . . . . .
(As in A4)
. . . . . .
11. [Repealed on 5 August 2022]
12.
 
By the undersigned to other Exchange Participants (Note 6) Name of Exchange Participant Amount or number of securities % of placing
    . . . . . . . . . . . .
Total As in C.10(6) . . . . . . . . . . . .
13. Distribution of Placees (To be completed by overall coordinator in relation to a placing of equity securities by or on behalf of new applicant only)
 
(1) Distribution of Placing Shares
Number of Shares (indicate range)
Number of Placees % of Placing
(i) . . . . to . . . . . . . . . . . .
(ii) . . . . to . . . . . . . . . . . .
(iii) . . . . to . . . . . . . . . . . .
(iv) . . . . to . . . . . . . . . . . .
(v) . . . . to . . . . . . . . . . . .
(vi) . . . . to . . . . . . . . . . . .
(vii) . . . . to . . . . . . . . . . . .
(viii) . . . . to . . . . . . . . . . . .
(ix) . . . . to . . . . . . . . . . . .
(x) . . . . to . . . . . . . . . . . .
(2) Concentration of Placing Shares Number of Shares % of Placing
(i) Top Placee . . . . . . . .
(ii) Top 5 Placees . . . . . . . .
(iii) Top 10 Placees . . . . . . . .
(iv) Top 25 Placees . . . . . . . .

I hereby certify that to the best of my knowledge and belief[, and save as disclosed in the listing document and/ or the application seeking for the Exchange’s waiver from strict compliance with the requirements of rule 13.02(1) of the GEM Listing Rules and its consent under rule 10.12(1A) of the GEM Listing Rules]#:

(i) none of the securities placed by me have been placed with the directors and existing shareholders of the issuer or their respective close associates, whether in their own names or through a nominee of any of the foregoing, or to any of the “connected clients” (as defined in Note 2 of rule 10.12(4) of the GEM Listing Rules) of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) unless the conditions set out in in rule 13.02(1) are fulfilled;
(ii) we and the placees procured by us and their respective ultimate beneficial owners are third parties independent of the issuer; and
(iii) the consideration payable by each placee (under C10) directly or indirectly to the issuer for each share of the issuer subscribed for or purchased by them is the same as the final offer price determined by the issuer, in addition to any brokerage, FRC transaction levy, SFC transaction levy and trading fee payable.

Signed . . . . . . . . . . . . . .

Name and position held . . . . . . . . . . . . . .

Name of company . . . . . . . . . . . . . .

Date . . . . . . . . . . . . . .

NOTES

1. Marketing statements will only be accepted when the required details are typed on the statement.
2. A marketing statement in this form must be completed by each of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) and any distributor(s) (other than syndicate member(s)) named in paragraph 9 and each of the other Exchange Participants (if any) named in paragraph 12 and sent directly to the Exchange by that person.
3. Paragraphs 5-8 of GENERAL, paragraph 9 of SUMMARY OF DISTRIBUTION and paragraph 13 of ANALYSIS OF DISTRIBUTION are to be completed by the overall coordinator only.
4. In paragraph 5, the net price should represent the effective issue price to the issuer or vendor.
5. Please refer to rule 10.12 of the GEM Listing Rules for guidance.
6. In completing paragraphs 10(6) and 12, the overall coordinator may exclude the syndicate member(s) and any other distributor(s) already named by him in other parts of those paragraphs.
7. As soon as practicable after the hearing of the application by the Exchange but before dealings commence, a placee list setting out the required information in rule 10.12(5) of the GEM Listing Rules must be lodged with the Exchange.
8. For the purpose of this form, references to “securities” and “shares” shall include equity securities.
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