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CORNERSTONE INVESTORS

THE CORNERSTONE PLACING

We have entered into cornerstone investment agreements (each a “Cornerstone Investment

Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone

investors set out below (each a “Cornerstone Investor”, and together the “Cornerstone

Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain

conditions, subscribe for such number of Offer Shares that may be purchased with an aggregate

amount of approximately US$511.6 million (approximately HK$3,990 million) at the Offer Price

(the “Cornerstone Placing”).

Based on the Offer Price of HK$3.99 per Offer Share, being the high-end of the indicative

Offer Price range set out in this Prospectus, the total number of Class B Shares to be subscribed for

by the Cornerstone Investors would be 997,045,000, representing approximately 66.47% of the Offer

Shares and approximately 3.00% of the total issued share capital of our Company immediately upon

the completion of the Global Offering (assuming the Over-allotment Option is not exercised).

Based on the Offer Price of HK$3.92 per Offer Share, being the mid-point of the indicative

Offer Price range set out in this Prospectus, the total number of Class B Shares to be subscribed for

by the Cornerstone Investors would be 1,014,848,000, representing approximately 67.66% of the

Offer Shares and approximately 3.05% of the total issued share capital of our Company immediately

upon the completion of the Global Offering (assuming the Over-allotment Option is not exercised).

Based on the Offer Price of HK$3.85 per Offer Share, being the low-end of the indicative Offer

Price range set out in this Prospectus, the total number of Class B Shares to be subscribed for by the

Cornerstone Investors would be 1,033,300,000, representing approximately 68.89% of the Offer

Shares and approximately 3.10% of the total issued share capital of our Company immediately upon

the completion of the Global Offering (assuming the Over-allotment Option is not exercised).

Our Company is of the view that, leveraging on the Cornerstone Investors’ investment

experience, the Cornerstone Placing will help further raise the profile of our Company and to signify

that such investors have confidence in our Company’s business and prospect.

The Mixed Ownership Reform Fund is a close associate of EverestLu Holding Limited, our

existing shareholder, which is ultimately controlled by China Structural Reform Fund Corporation

Limited ( )) (“China Structural Reform Fund”). Each of the

investment managers of China Structural Reform Fund (being CCT Fund Management Co., Ltd.) and

the Mixed Ownership Reform Fund (being Chengtong Mixed Reform Fund Management Co. Ltd. (

) is a wholly-owned subsidiary of China Chengtong. The Mixed-

Ownership Reform Fund has been permitted to participate in the Cornerstone Placing pursuant to

paragraph 5.2 of the Stock Exchange Guidance Letter HKEX-GL92-18 under a waiver from strict

compliance with the requirements under Rule 10.04 of, and a consent under paragraph 5(2) of

Appendix 6 to, the Listing Rules granted by the Stock Exchange. For further details, please refer to

the section headed “Waivers from Strict Compliance with the Listing Rules and Exemptions from

Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance” of this

Prospectus.

—S-25—

CORNERSTONE INVESTORS

In addition, for the purpose of this cornerstone investment, the Mixed-Ownership Reform Fund

has engaged China Merchants Securities Asset Management Co., Ltd., an asset manager that is a

qualified domestic institutional investor as approved by the relevant PRC authority (the “QDII

Manager”) to subscribe for and hold such Offer Shares on behalf of the Mixed-Ownership Reform

Fund. Other than being a client of the QDII Manager, the Mixed-Ownership Reform Fund is an

independent third party of the Joint Bookrunners. As the QDII Manager and China Merchant

Securities (HK) Co., Limited are members of a group of companies controlled by Central Huijin, the

QDII Manager is a “connected client” of China Merchant Securities (HK) Co., Limited under

paragraph 13(7) of Appendix 6 to the Listing Rules. As such, an application has been made to the

Stock Exchange for, and the Stock Exchange has granted us, a consent under paragraph 5(1) of

Appendix 6 to the Listing Rules to allow the Offer Shares to be allocated to the QDII Manager as

connected client of China Merchant Securities (HK) Co., Limited. For further details, please refer to

the section headed “Waivers from Strict Compliance with the Listing Rules and Exemptions from

Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance” of this

Prospectus.

The Cornerstone Placing forms part of the International Offering, and the Cornerstone Investors

will not subscribe for any Offer Shares under the Global Offering (other than pursuant to the

Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone

Investors will rank pari passu in all respects with the other fully paid Class B Shares in issue

following the completion of the Global Offering and to be listed on the Stock Exchange, and will be

counted towards the public float of our Company. Other than those Cornerstone Investors which are

our existing Shareholders or their associates as described hereunder, our Company became

acquainted with each of the Cornerstone Investors through past business collaboration, direct contact

with our Company, or introduction by the Underwriters.

Immediately following the completion of the Global Offering, none of the Cornerstone

Investors will become a substantial shareholder of our Company, or have any Board representation in

our Company. To the best knowledge of our Company, as of the date of this Prospectus, each of the

Cornerstone Investors (i) (other than the Mixed-Ownership Reform Fund which is a close associate

of an existing Shareholder) is an Independent Third Party, (ii) is not our connected person,

(iii) (other than Guosheng Overseas HK and Shanghai AI Fund, where Shanghai Guosheng Group is

a limited partner in Shanghai AI Fund) is independent of other Cornerstone Investors, (iv) (other

than Mixed-Ownership Reform Fund which is a close associate of an existing Shareholder) is not

financed by us, our Directors, chief executive, existing Shareholders or any of its subsidiaries or

their respective close associates, and (v) (other than Mixed-Ownership Reform Fund which is a close

associate of an existing Shareholder) is not accustomed to take instructions from us, our Directors,

chief executive, existing Shareholders or any of its subsidiaries or their respective close associates in

relation to the acquisition, disposal, voting or other disposition of the Class B Shares registered in

their name or otherwise held by them. There are no side agreements or arrangements between us and

the Cornerstone Investors. To the extent that the Offer Shares will be subscribed for by a qualified

domestic institutional investor (the “QDII”) as the nominee of the relevant Cornerstone Investors,

the relevant Cornerstone Investors will procure the QDII to comply with the terms of the

Cornerstone Investment Agreements in order to ensure the compliance of the relevant Cornerstone

Investors with their obligations under the relevant Cornerstone Investment Agreements.

—S-26—

CORNERSTONE INVESTORS

As confirmed by each Cornerstone Investor, its subscription under the Cornerstone Placing

would be financed by its own internal financial resources. Each of the Cornerstone Investors has

confirmed that all necessary approvals have been obtained with respect to the Cornerstone Placing

and that no specific approval from any stock exchange (if relevant) or its shareholders is required for

the relevant cornerstone investment as each of them has general authority to invest.

There will be no delayed delivery of Offer Shares to be subscribed by the Cornerstone Investors

and the consideration will be settled by the Cornerstone Investors on or before the Listing Date. The

Offer Shares to be subscribed by the Cornerstone Investors may be deducted on a pro rata basis to

satisfy the public demand in the event of over-subscription under the Hong Kong Public Offering, as

described in “— the Hong Kong Public Offering — Reallocation”. Details of the allocations to the

Cornerstone Investors will be disclosed in the allotment results announcement in the Hong Kong

Public Offering to be published on or around December 29, 2021.

The table below sets forth details of the Cornerstone Placing:

Based on an Offer Price of HK$3.85

(being the low-end of the Offer Price range)

Cornerstone Investor (each as defined

below)

Subscription

amount

(US$

million)

(Note 1)

Number of

Offer Shares

(Note 2)

Assuming the Over-

Allotment Option is not

exercised

Assuming the Over-

Allotment Option is fully

exercised

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Mixed-Ownership Reform Fund ...... 200.0 405,153,000 27.01% 1.22% 23.49% 1.21%

Xuhui Capital ..................... 150.0 300,833,000 20.06% 0.90% 17.44% 0.90%

Guosheng Overseas HK ............. 72.5 146,868,000 9.79% 0.44% 8.51% 0.44%

Shanghai AI Fund ................. 6.0 12,154,000 0.81% 0.04% 0.70% 0.04%

SAIC HK ........................ 30.0 60,772,000 4.05% 0.18% 3.52% 0.18%

Guotai Junan Investments ........... 38.0 76,979,000 5.13% 0.23% 4.46% 0.23%

HKSTP Venture Fund .............. 5.0 10,128,000 0.68% 0.03% 0.59% 0.03%

C-MER .......................... 5.0 10,128,000 0.68% 0.03% 0.59% 0.03%

Taizhou Culture & Tourism .......... 5.1 10,285,000 0.69% 0.03% 0.60% 0.03%

Total ............................ 511.6 1,033,300,000 68.89% 3.10% 59.90% 3.08%

—S-27—

CORNERSTONE INVESTORS

Based on an Offer Price of HK$3.92

(being the mid-point of the Offer Price range)

Cornerstone Investor

Subscription

amount

(US$

million)

(Note 1)

Number of

Offer Shares

(Note 2)

Assuming the Over-

Allotment Option is not

exercised

Assuming the Over-

Allotment Option is fully

exercised

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Mixed-Ownership Reform Fund ...... 200.0 397,918,000 26.53% 1.20% 23.07% 1.19%

Xuhui Capital ..................... 150.0 295,461,000 19.70% 0.89% 17.13% 0.88%

Guosheng Overseas HK ............. 72.5 144,245,000 9.62% 0.43% 8.36% 0.43%

Shanghai AI Fund ................. 6.0 11,937,000 0.80% 0.04% 0.69% 0.04%

SAIC HK ........................ 30.0 59,687,000 3.98% 0.18% 3.46% 0.18%

Guotai Junan Investments ........... 38.0 75,604,000 5.04% 0.23% 4.38% 0.23%

HKSTP Venture Fund .............. 5.0 9,947,000 0.66% 0.03% 0.58% 0.03%

C-MER .......................... 5.0 9,947,000 0.66% 0.03% 0.58% 0.03%

Taizhou Culture & Tourism .......... 5.1 10,102,000 0.67% 0.03% 0.59% 0.03%

Total ............................ 511.6 1,014,848,000 67.66% 3.05% 58.83% 3.03%

Based on an Offer Price of HK$3.99

(being the high-end of the Offer Price range)

Cornerstone Investor

Subscription

amount

(US$

million)

(Note 1)

Number of

Offer Shares

(Note 2)

Assuming the Over-

Allotment Option is not

exercised

Assuming the Over-

Allotment Option is fully

exercised

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Approximate

% of Offer

Approximate

% of issued

share capital

immediately

following the

completion of

the Global

Offering

(Note 2)

Mixed-Ownership Reform Fund ........ 200.0 390,937,000 26.06% 1.17% 22.66% 1.17%

Xuhui Capital ...................... 150.0 290,277,000 19.35% 0.87% 16.83% 0.87%

Guosheng Overseas HK .............. 72.5 141,714,000 9.45% 0.43% 8.22% 0.42%

Shanghai AI Fund ................... 6.0 11,728,000 0.78% 0.04% 0.68% 0.04%

SAIC HK .......................... 30.0 58,640,000 3.91% 0.18% 3.40% 0.18%

Guotai Junan Investments ............. 38.0 74,278,000 4.95% 0.22% 4.31% 0.22%

HKSTP Venture Fund ................ 5.0 9,773,000 0.65% 0.03% 0.57% 0.03%

C-MER ........................... 5.0 9,773,000 0.65% 0.03% 0.57% 0.03%

Taizhou Culture & Tourism ........... 5.1 9,925,000 0.66% 0.03% 0.58% 0.03%

Total ............................. 511.6 997,045,000 66.47% 3.00% 57.80% 2.98%

—S-28—

CORNERSTONE INVESTORS

Note:

(1) (i) Save for Xuhui Capital and Taizhou Culture & Tourism, all the subscription amounts are exclusive of brokerage,

SFC transaction levy and Stock Exchange trading fee. (ii) Taizhou Culture & Tourism subscribes in HKD, which is

translated to US$5.1 million in this table based on the exchange rate as set out in the section headed “Information about

this Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus.

(2) Subject to rounding down to the nearest whole board lot of 1,000 Class B Shares. Calculated based on the exchange rate

as set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate

Conversion” in this Prospectus.

THE CORNERSTONE INVESTORS

The information about our Cornerstone Investors set forth below has been provided by the

Cornerstone Investors in connection with the Cornerstone Placing.

Mixed-Ownership Reform Fund

The China State-Owned Enterprise Mixed Ownership Reform Fund Co., Ltd. (

) (the “Mixed-Ownership Reform Fund”) has agreed to subscribe for such

number of Class B Shares (rounded down to the nearest whole board lot of 1,000 Class B Shares)

which may be subscribed with an aggregate amount of US$200 million at the Offer Price (excluding

brokerage, SFC transaction levy and Stock Exchange trading fee).

The Mixed-Ownership Reform Fund is a national fund approved by the State Council of the

PRC, entrusted by the State-owned Assets Supervision and Administration Commission of the State

Council (SASAC) and initiated by China Chengtong Holdings Group Co., Ltd. (

)(“China Chengtong”). The Mixed-Ownership Reform Fund was established in Shanghai in

December 2020, with a target total scale of RMB200 billion and an initial registered capital of

RMB70.7 billion. The shareholders of the Mixed-Ownership Reform Fund include a number of

Chinese central enterprises, local government state-owned enterprises and private enterprises,

amongst which the largest shareholder is China Chengtong with a shareholding of approximately

33.95%. China Chengtong is 100% controlled by the State Council. The Mixed-Ownership Reform

Fund is principally engaged in equity investment, asset management, investment advisory and

corporate management advisory, with an investment focus on key strategic fields, core technical

domains and others.

Xuhui Capital

Shanghai Xuhui Capital Investment Co., Ltd. ( )(“Xuhui Capital”)

has agreed to subscribe for such number of Class B Shares (rounded down to the nearest whole board

lot of 1,000 Class B Shares) which may be subscribed with an aggregate amount of US$150 million

at the Offer Price (inclusive of brokerage, SFC transaction levy and Stock Exchange trading fee).

—S-29—

CORNERSTONE INVESTORS

Xuhui Capital was established on April 30, 2021, whose principal businesses include industrial

investment, capital investment, asset management, investment management, investment consultation,

venture capital and real estate investments. The capital of Xuhui Capital was fully contributed by the

State-owned Assets Supervision and Administration Commission of Shanghai Xuhui District (

Guosheng Overseas HK and Shanghai AI Fund

Guosheng Overseas Holdings (Hong Kong) Limited (“Guosheng Overseas HK”) has agreed to

subscribe for such number of Class B Shares (rounded down to the nearest whole board lot of 1,000

Class B Shares) which may be subscribed with an aggregate amount of US$72.5 million at the Offer

Price (excluding brokerage, SFC transaction levy and Stock Exchange trading fee).

Guosheng Overseas HK is mainly engaged in the provision of finance, debts issue, offshore

assets management, consultation and related business. Guosheng Overseas HK is a wholly owned

subsidiary of Shanghai Guosheng (Group) Co., Ltd. (“Shanghai Guosheng Group”), which is in

turn wholly owned by Shanghai State-owned Assets Supervision and Administration Commission.

Shanghai Guosheng Group is mainly engaged in non-financial business and to a lesser extent

financial business, including investment, assets operation and management, industry study and

economic consultation.

Shanghai Artificial Intelligence Industry Equity Investment Fund Partnership (Limited

Partnership) (“Shanghai AI Fund”) ( ( )) has agreed to

subscribe for such number of Class B Shares (rounded down to the nearest whole board lot of 1,000

Class B Shares) which may be subscribed with an aggregate amount of US$6 million at the Offer

Price (excluding brokerage, SFC transaction levy and Stock Exchange trading fee).

Shanghai AI Fund was established by Shanghai Guosheng Group, Lingang Group (

), and Shanghai Venture Capital Investment Co., Ltd. ( )

which are in turn wholly owned by Shanghai State-owned Assets Supervision and Administration

Commission. Its limited partners include, among others, Shanghai Guosheng Group, Shanghai

Electric (Group) Corporation ( ), Shanghai Shenergy Chengyi Investment Co.,

Ltd. ( ), Shanghai International Port (Group) Co., Ltd. (

). Shanghai AI Fund aims to serve as a guiding role for government and capital,

with its base in Shanghai and a global vision. Shanghai AI Fund aims to create a one-stop platform

for the integration and connection for all segments and elements of the AI industry.

SAIC HK

SAIC Motor HK Investment Limited (“SAIC HK”) has agreed to subscribe for such number of

Class B Shares (rounded down to the nearest whole board lot of 1,000 Class B Shares) which may be

subscribed with an aggregate amount of US$30 million at the Offer Price (excluding brokerage, SFC

transaction levy and Stock Exchange trading fee).

—S-30—

CORNERSTONE INVESTORS

SAIC HK is a limited company incorporated in Hong Kong on June 26, 2009 and a wholly-

owned subsidiary of SAIC Motor Corporation Limited ( )(“SAIC Motor”).

SAIC HK is the overseas investment and financing platform of SAIC Motor and mainly conducts

SAIC Motor’s overseas investment activities. SAIC Motor is one of the largest automotive

companies in the PRC market. Currently SAIC Motor’s main business covers the research and

development, production and sales of vehicles and automotive parts; fostering the commercialization

of alternative fuel vehicle and smart vehicle; research and development of technologies including

smart driving; automotive-related services such as logistics, e-commerce, travel, energy saving and

charging service; automotive-related finance, insurance and investment services; overseas business

and international trade; and development in the area of industrial big data and artificial intelligence.

Guotai Junan Investments

Guotai Junan Investments (Hong Kong) Limited (“Guotai Junan Investments”) has agreed to

subscribe for such number of Class B Shares (rounded down to the nearest whole board lot of 1,000

Class B Shares) which may be subscribed with an aggregate amount of US$38 million at the Offer

Price (excluding brokerage, SFC transaction levy and Stock Exchange trading fee).

Guotai Junan Investments is a company incorporated in Hong Kong with limited liability in

February 1997, and a wholly-owned subsidiary of Guotai Junan Financial Holdings Limited. Guotai

Junan Investments is an overseas trading and investment platform of Guotai Junan Group, and is

principally engaged in the overseas investment activities of Guotai Junan Group. Guotai Junan

Securities Co., Ltd. is a leading securities company in the PRC providing integrated financial

services, whose current principal businesses include securities brokerage; proprietary securities

trading; securities underwriting and sponsorship; securities investment consultation; financial

advisory in relation to securities trading and securities investment activities; margin financing and

securities lending; securities fund distribution; agency sale of financial products; intermediary

services to futures firms; stock options market making; and other businesses approved by the CSRC.

HKSTP Venture Fund

Primus Fraunhofer Limited (“HKSTP Venture Fund”) has agreed to subscribe for such number

of Class B Shares (rounded down to the nearest whole board lot of 1,000 Class B Shares) which may

be subscribed with an aggregate amount of US$5 million at the Offer Price (excluding brokerage,

SFC transaction levy and Stock Exchange trading fee).

HKSTP Venture Fund is the corporate investment arm of Hong Kong Science and Technology

Parks Corporation ( )(“HKSTP”). HKSTP is a statutory body established by the

Government back in 2001 that aims to create a vibrant innovation and technology ecosystem to

deliver social and economic benefits to Hong Kong and the region and to build a future abundant

with innovation opportunities for the younger generation. In September 2015, HKSTP management

launched the HKSTP Venture Fund to further drive innovation and build the investment ecosystem in

Hong Kong. Today, HKSTP Venture Fund is primarily an active investor targeting early-stage and

growth-stage investment opportunities in Hong Kong Science Park.

—S-31—

CORNERSTONE INVESTORS

C-MER

C-MER Eye Care Holdings Limited (“C-MER”) has agreed to subscribe for such number of

Class B Shares (rounded down to the nearest whole board lot of 1,000 Class B Shares) which may be

subscribed with an aggregate amount of US$5 million at the Offer Price (excluding brokerage, SFC

transaction levy and Stock Exchange trading fee).

C-MER is a company incorporated in the Cayman Islands with limited liability, the shares of

which are listed on the Main Board of the Stock Exchange (stock code: 3309). C-MER, founded by

Prof. Lam Shun Chiu, Dennis in 2012, is a leading specialty medical service group from Hong Kong

principally engaged in provision of ophthalmology and dental service in Hong Kong and the Greater

Bay Area in Mainland China. C-MER is one of the few specialty medical service groups from Hong

Kong operating an established and growing network of physical hospital and clinic in the Greater

Bay Area.

Taizhou Culture & Tourism

Taizhou Culture & Tourism Development Group Ltd. ( )

(“Taizhou Culture & Tourism”) has agreed to subscribe for such number of Class B Shares

(rounded down to the nearest whole board lot of 1,000 Class B Shares) which may be subscribed

with an aggregate amount of HKD40 million at the Offer Price (inclusive of brokerage, SFC

transaction levy and Stock Exchange trading fee).

Taizhou Culture & Tourism is a municipal Grade A state-owned enterprise established with the

approval of Taizhou Municipal Government in September 2017, whose capital were fully contributed

by the State-owned Assets Supervision and Administration Commission of the Taizhou Municipal

Government. As at December 31, 2020, the total assets of Taizhou Culture & Tourism group

amounted to RMB36 billion and the external credit rating is AA+.

CLOSING CONDITIONS

The subscription obligation of each Cornerstone Investor under the respective Cornerstone

Investment Agreement is subject to, among other things, the following closing conditions:

(a) the underwriting agreements for the Hong Kong Public Offering and the International

Offering being entered into and having become effective and unconditional (in accordance

with their respective original terms or as subsequently waived or varied by agreement of

the parties thereto) by no later than the time and date as specified in the Underwriting

Agreements, and neither of the aforesaid underwriting agreements having been

terminated;

(b) the Offer Price having been agreed upon between our Company and the Joint

Representatives (on behalf of the Underwriters);

—S-32—

CORNERSTONE INVESTORS

Shares (including the Class B Shares subscribed for by the Cornerstone Investors) as well

as other applicable waivers and approvals, and such approval, permission or waiver

having not been revoked prior to the commencement of dealings in the Class B Shares on

the Stock Exchange;

(d) no laws shall have been enacted or promulgated by any governmental authority which

prohibits the consummation of the transactions contemplated in the Global Offering or in

the respective Cornerstone Investment Agreement and there shall be no orders or

injunctions from a court of competent jurisdiction in effect precluding or prohibiting

consummation of such transactions; and

(e) the representations, warranties, undertakings, confirmations and acknowledgements of

such Cornerstone Investor and/or our Company (where applicable) under the respective

Cornerstone Investment Agreements are accurate and true in all or material respects and

not misleading and that there is no material breach of such Cornerstone Investment

Agreement on the part of such Cornerstone Investor or our Company (as the case may be).

RESTRICTIONS ON DISPOSALS BY THE CORNERSTONE INVESTORS

Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at

any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), dispose

of any of the Offer Shares they have purchased pursuant to the relevant Cornerstone Investment

Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned

subsidiaries who will be bound by the same obligations of such Cornerstone Investor, including the

Lock-up Period restriction.

—S-33—