September ninthAnt groupIssued a "reply to the inquiry letter about the initial public offering of shares of Ant Technology Group Co., Ltd. and the second round of examination of Science and Technology Innovation Board's listing application documents", and made a comprehensive reply to five questions.

The fourth question is mainly about the disclosure of H-share information, that is, please compare and sort out the Ant Group.Science and Technology Innovation Board's prospectus与Hong Kong stock prospectusAnd indicate whether the information disclosure content of Science and Technology Innovation Board's prospectus is lower or less than that of the Hong Kong prospectus.

Major differences in disclosure content

1. Risk factors

As the disclosure of risk factors of H-shares needs to take into account the reading habits of foreign investors, the angle of disclosure and the detailed degree of some risk disclosure are different from those of A-shares. In addition, some of the risk factors are related to the issuance and listing of H shares.Science and Technology Innovation Board's prospectusDoes not apply, such asH-share prospectus"risks related to doing business in China" and "risks related to global offerings" disclosed in the.

2. Controlling shareholder

According to the Hong Kong listing rules, the H-share prospectus identifies the controlling shareholders as Hangzhou Junhan, Hangzhou Junao, Hangzhou Yunping, Mr. Ma Yun and other shareholders of Hangzhou Yunplatinum and BABA Group. Science and Technology Innovation Board's prospectus identifies the controlling shareholders as Hangzhou Junhan and Hangzhou Junao according to the relevant A-share rules, and the actual controller is Mr. Ma Yun.

The main reason for the difference is that under the Hong Kong listing rules, anyone who has the right to exercise or control the exercise of more than 30 per cent of the voting rights at general meetings of listed companies is a "controlling shareholder (Controlling Shareholder)". According to the Hong Kong listing rules, even though BABA Group is technically defined as the controlling shareholder, there is no need to make additional requirements such as non-competitive commitments.
In the H-share prospectus, it is also disclosed that BABA Group is not recognized as the controlling shareholder in accordance with the relevant domestic laws and regulations.

3. Related / connected parties and related / connected transactions

Domestic and foreign rulesThere are some differences in defining the scope of related / connected parties and related / connected transactions.。

From the perspective and way of disclosureH-share prospectus中Focus onDisclose the details of the agreements concluded with the company, the related parties (connected parties) that will have continuing related party transactions, and the details of continuing related party transactions (divided into exempted, partially exempted and non-exempted cases), mainly disclose continuing related party transactions in accordance with specific contracts, and disclose the scale or upper limit of fees of continuing related party transactions in each of the next three years in accordance with the Hong Kong listing rules

The information of occasional related party transactions and related party balance with BABA Group is mainly explained in the financial data, the relationship with the controlling shareholders and other chapters.

Science and Technology Innovation Board's prospectusThe related party transactions are divided into regular related transactions and occasional related transactions, and the historical related party arrangements are classified and disclosed. it also discloses the balance of related party transactions, the institutional arrangements of the decision-making power and procedures of related transactions, and the measures to reduce related transactions.

Compared with H-share prospectus, due to the different requirements for related party identification or related / connected transaction disclosure requirementsScience and Technology Innovation Board's prospectusAdditional disclosure of the 8-1-20 transaction in response to the second round audit inquiry letter of Ant Technology Group Co., Ltd., which is related to Hangzhou Junhan, Internet Merchant Bank and other related parties, and mainly discloses the amount and balance incurred during the reporting period.

4. Financial and internal control

The disclosure differences between financial and internal control sections mainly include:

(1) due to the differences in accounting standards at home and abroad, there are differences in subject presentation. In addition, there is no substantial difference in financial data, accounting policies and accounting estimates between the financial statements disclosed to H-share investors and those prepared in accordance with domestic accounting standards.

(2) schedule of non-recurring profit and loss items: Science and Technology Innovation Board's prospectus requires the disclosure of non-recurring profit and loss statement, but the H-share prospectus does not require this disclosure. Both A-shares and H-shares disclose the relevant financial data of non-IFRS.

(3) description of the internal control system and CPA's audit opinion on the internal control: Science and Technology Innovation Board's prospectus discloses the company's internal control self-evaluation report and a summary of the CPA's audit opinion. The H-share prospectus does not require more disclosure of the internal control report, and does not disclose the accountant's opinion on the internal control report.

To sum up, the issuer this timeScience and Technology Innovation Board's prospectusAnd directionProspectus disclosed by H-share investorsThe differences between them are mainly due to the regulatory requirements of market information disclosure at home and abroad, the main languages used in disclosure documents and the reading habits of investors, which do not constitute substantive information disclosure differences.

In addition, the information disclosure of Science and Technology Innovation Board's prospectus is essentially no less than or less than the H-share prospectus.

In addition, the relevant application documents for this H-share offering of the issuer are under review by regulators such as the Hong Kong Stock Exchange, and with the progress of the review of A-shares and H-shares, if any disclosure is substantially increased in the final prospectus of H-shares, the issuer will update the prospectus on the gem board at the same time and ensure that its disclosure is substantially no less than or less than the H-share prospectus.

Due to the differences in regulatory requirements at home and abroadScience and Technology Innovation Board's prospectus和H-share prospectusThere are some differences in the frame structure, among which the basic correspondence of the main chapters is as follows: