According to the new overseas listing and filing regulations for domestic companies that came into effect on March 31, 2023, companies chose to list H-shares in Hong Kong. The original path of big and small is a thing of the past. Companies listed overseas can directly submit a prospectus, and the roadmap will be replaced by a “filing notice”.

On January 2, the International Cooperation Department of the China Securities Regulatory Commission issued a filing notice on Baiwang Co., Ltd.'s overseas issuance and “full circulation” of domestic unlisted shares (State Cooperation Letter (2024) No. 5). According to the overseas listing filing status table issued by the China Securities Regulatory Commission, Baiwangyun's application type is direct overseas listing, and the filing acceptance date is July 18, 2023. Haitong International is its sole sponsor, and Tianyuan is its domestic lawyer.

The details of the filing notice are as follows:

Baiwang Co., Ltd.:

We have received the filing materials for your company's overseas issuance and “full circulation” of domestic unlisted shares. According to regulations such as the “Securities Law of the People's Republic of China”, “Trial Measures on the Administration of Overseas Issuance and Listing of Domestic Securities by Domestic Enterprises”, and “H Share Company Domestic Unlisted Shares Application for “Full Circulation” Business Guidelines, etc., I will notify the filing matters as follows:

1. Your company intends to issue no more than 24,639,900 overseas listed common shares and list them on the Hong Kong Stock Exchange.

2. The 50 shareholders of your company intend to convert a total of 81,580,048 domestic unlisted shares into overseas listed shares and list them for circulation on the Hong Kong Stock Exchange. The names of shareholders and the number of conversions are attached.

3. From the date this filing notice is issued until the end of this overseas issuance and listing, if important matters occur in your company, it shall be reported through the China Securities Regulatory Commission's filing management information system in accordance with the relevant regulations on overseas issuance and listing of domestic enterprises.

4. Within 15 working days after completing the overseas issuance and listing of your company, you should report on the issuance and listing status through the China Securities Regulatory Commission's filing management information system. Your company should strictly abide by relevant domestic and foreign laws, regulations and rules in the process of issuing, listing, and share conversion abroad.

5. If your company has not completed the overseas issuance, listing and share conversion within 12 months from the date this filing notice is issued, and plans to continue, the filing materials should be updated.

This filing notice only confirms the company's overseas issuance and “full circulation” filing information. It does not indicate that the China Securities Regulatory Commission makes a substantial judgment or guarantee on the investment value of the enterprise's securities or the investor's income, nor does it indicate that the China Securities Regulatory Commission guarantees or determines the authenticity, accuracy, and completeness of the enterprise's filing materials.

Attachment: Names of “Fully Circulated” Shareholders and Number of Conversions

China Securities Regulatory Commission International Cooperation Department

January 2, 2024

Attachments:

According to the Hong Kong Stock Exchange listing rules, companies are required to submit a “filing notice” at least 4 business days before the date of approval of the hearing, which means that Baiwangyun has obtained the preliminary requirements for the Hong Kong listing hearing, or that the listing hearing will soon be held on the Hong Kong Stock Exchange.

Baiwangyun submitted a prospectus on the Hong Kong Stock Exchange on June 28, 2023. Its main intermediary team includes: Haitong International as its sole sponsor; Deloitte as its auditor; Tianyuan and Wilson Sancini as their company's Chinese lawyers and Hong Kong lawyers respectively; Commerce and Watson are its Chinese lawyers and Hong Kong lawyers respectively; and Frost Sullivan as its independent industry advisor.

Baiwang Cloud, founded in 2015, is a comprehensive enterprise digital solution provider, focusing on providing digital fiscal and data-driven intelligent solutions through the Baiwang Cloud platform. The company assisted Taobao in establishing the “Ali Invoicing Platform” in 2016. In 2023, Taobao and Baiwangyun signed a collaborative framework agreement. Taobao agreed to grant the company permission to use the online invoicing platform under the “Alibaba Invoicing Platform” brand name and let Baiwangyun act as a tax service provider on the platform. According to Frost & Sullivan's report, in terms of revenue in 2022, Baiwangyun ranked first in the digital market for cloud-based finance and tax-related transactions in China, with a market share of 6.6%; Baiwangyun's cloud-based solution completed about 700 million invoice processing requests, ranking first among digital solution providers for fiscal and tax-related transactions in China; Baiwangyun's cloud-based solution, which issued about 1.7 billion VAT invoices, ranked second among digital solution providers for financial transactions related to finance small and micro enterprises in China; in terms of revenue, Baiwangyun ranked second in the big data analysis market related to transactions related to financing small and micro enterprises in China , with a market share of 5.9%.

Baiwangyun prospectus link:

https://www1.hkexnews.hk/app/sehk/2023/105493/documents/sehk23062801871_c.pdf