conjunction with the section headed …...group structure the following chart sets out the structure...

BUSINESS DEVELOPMENT OF OUR GROUP

Our history started in 2002 when Donview Digital was founded in Beijing by Mr. Zhou. At the

relevant time, Donview Digital principally engaged in the wholesale of projectors and related AV and

other accessories in China. Between 2010 and 2013, we established Donview Education, Jiurui

Technology and Donview Technology as our major operating subsidiaries and expanded our sales

network across different regions in China. We established our educational software research and

development centre in 2011, and we began to develop and produce our own ‘‘Donview’’ branded IWB

product category in 2012. Since then, we have transformed ourself from a small scale projector sales

agent, to a B2B provider of projectors and IWB products primarily for education and business markets

in China. In order to further promote our corporate profile and enhance our capital structure, we had

Jiurui Technology listed on the NEEQ in 2016 and its shares were de-listed from NEEQ in 2018.

As at 31 December 2019, our headquarters are located in Beijing, and we had operate our nation-

wide sales network with 47 Sales Offices covering all provinces, municipalities and autonomous regions

in China which has been geographically divided into five sale regions covering substantially all cities in

the areas with more developed economies and higher density of enterprises, institutions and

organisations in various sizes. According to the F&S Report, we are the second largest supplier of

education and business projectors in terms of sales volume with approximately 4.5% market share in

China in FY2019.

Business milestones

The following sets out our business development milestones:

2002 Our business began when Donview Digital was established

2003 We were contracted as the PRC authorised wholesaler of projectors for an

internationally well-known Japanese consumer electronics brand traded under a

company listed on the Tokyo Stock Exchange, from 2003 to 2008

2007 We were contracted as the PRC sales agent of speakers for the abovementioned

brand from 2007 to 2018

2008 We supplied projectors at the Olympic stadium for Beijing 2008 Summer

Olympics

2009 We were contracted as the PRC sales agent of projectors for a well-known

display solutions brand from Japan from 2009 to 2014

2010 We were contracted to engage in various display solution projects for the Expo

2010 Shanghai China

2011 We established our educational software research and development centre in

Guangzhou, the PRC

2012 Our factory in Shenzhen, the PRC, commenced production, and we launched our

own ‘‘Donview’’ branded IWB product category during the same year

HISTORY, REORGANISATION AND CORPORATE STRUCTURE

– 93 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ INCONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.

2013 We incorporated our subsidiary in the U.S., which is principally engaged in the

sale of projectors and IWB products in the U.S., and began our overseas sale in

2014

2014 We incorporated our research and development centre in Japan, which is

principally engaged in the research and development on our core technologies of

projectors

2015 We were contracted as the PRC wholesaler of 3LCD projectors for business

segment and large venues for HTHIY-MXWL, an internationally well-known

Japanese electronics industrial appliances brand traded under a company listed

on the Tokyo Stock Exchange

We collaborate with ALPD, our JV Technology Partner, to launch education

laser projectors under the brand ‘‘Propix’’

We launched our own ‘‘Sonnoc’’ branded projectors

2016 The shares of Jiurui Technology were listed on the NEEQ from 2016 to 2018

2017 We were further contracted as the PRC sole wholesaler of 3LCD projectors for

education segment for HTHIY-MXWL, on top of 3LCD projectors for business

segment and large venues

2019 We collaborated with ALPD, our JV Technology Partner, to commercialise and

sell DLP laser projectors for education market

2020 We contracted HTHIY-MXWL for the development of 3LCD laser projectors for

large venue market

OUR CORPORATE STRUCTURE

We carry out our sale of projectors and displays business through various local companies. As at

the Latest Practicable Date, we had established a number of subsidiaries at different local sales point to

act as our Sales Offices in order to streamline the sales and marketing operations within the local

districts in the PRC. Our principal PRC operating subsidiaries comprise (i) three major holding

companies of our PRC subsidiaries; and (ii) one subsidiary responsible for the operations of our

production and manufacturing facilities in Shenzhen, the PRC. Details of the major changes in the equity

capital of our principal PRC operating subsidiaries are set out below.

1. Donview Education

Donview Education is principally engaged in the procurement of products for educational uses for

our Wholesale Business. It is a principal holding company of our Sales Offices. Donview Education was

established on 21 June 2010 in Beijing, the PRC, as a limited liability company by Donview Digital. It

had an initial registered capital of RMB1.0 million, which was contributed by Donview Digital.


– 94 –


Donview Digital was owned by Mr. Zhou and Beijing Oriental Jiming Investment Consulting Co. Ltd.*

(北京東方吉明投資諮詢有限公司), an Independent Third Party, as to 98% and 2%, respectively, at the

time of the establishment of Donview Education.

On 8 March 2011, the registered capital of Donview Education increased from RMB1.0 million to

RMB21.0 million, such capital increase was contributed by Donview Digital.

In October 2013, Donview Digital entered into a trust agreement with Mr. Xie pursuant to which

Mr. Xie as trustee would hold 90% of equity interest in Donview Education (the ‘‘Education EntrustedEquity Interest’’) on trust for Donview Digital (the ‘‘Education Trust Arrangement’’). On 12

November 2013, Mr. Xie (as trustee) acquired the Education Entrusted Equity Interest, and the

Education Entrusted Equity Interest was subsequently transferred back to Donview Digital on 21 July

2015, upon which the Education Trust Arrangement was terminated.

As part of our Reorganisation, on 19 September 2019, Donview Digital transferred the entire

equity interest in Donview Education to Donview Technology. On 16 March 2020, Donview Digital

subscribed for 1% of equity interest in Donview Education by the contribution of approximately

RMB0.2 million into its registered capital. As a result, the registered capital of Donview Education

increased from RMB21.0 million to approximately RMB21.2 million. For further details of our

Reorganisation, please refer to the paragraph headed ‘‘Reorganisation’’ in this section below.

As at the Latest Practicable Date, Donview Education was owned by Donview Technology and

Donview Digital as to 99% and 1%, respectively.

2. Jiurui Technology

Jiurui Technology is principally engaged in the procurement of products designed to be used at

large venues or large scale exhibitions for our Wholesale Business. It is a principal holding company of

our Sales Offices and Shenzhen Electronic Technology. Jiurui Technology was established under the

name of Beijing Donview System Engineering Technology Co., Ltd.* (北京東方中原系統工程技術有限

公司) on 21 June 2010 in Beijing, the PRC, as a limited liability company by Donview Digital. It had an

initial registered capital of RMB1.0 million, which was contributed by Donview Digital. Donview

Digital was owned by Mr. Zhou and Beijing Oriental Jiming Investment Consulting Co. Ltd.* (北京東方

吉明投資諮詢有限公司), an Independent Third Party, as to 98% and 2%, respectively, at the time of the

establishment of Jiurui Technology.

On 22 June 2011, the registered capital of Jiurui Technology increased from RMB1.0 million to

RMB21.0 million, such capital increase was contributed by Donview Digital. On 26 December 2011, its

name was changed to Beijing Donview Jiurui System Engineering Technology Co., Ltd.* (北京東方久瑞

系統工程技術有限公司).

In November 2013, Donview Digital entered into a trust agreement with Mr. Zhu pursuant to

which Mr. Zhu as trustee would hold the entire equity interest in Jiurui Technology (the ‘‘JiuruiEntrusted Equity Interest’’) on trust for Donview Digital (the ‘‘Jiurui Trust Arrangement’’). The

Jiurui Entrusted Equity Interest was transferred to Mr. Zhu (as a trustee) on 12 November 2013 and was

subsequently transferred back to Donview Digital on 23 July 2015, upon which the Jiurui Trust

Arrangement was terminated.


– 95 –


On 24 December 2015, the registered capital of Jiurui Technology increased from RMB21.0

million to RMB44.0 million, in which approximately RMB23.0 million and RMB50,000 was contributed

by Donview Digital and Mr. Zhu, respectively. As a result, Jiurui Technology was then held by Donview

Digital and Mr. Zhu as to 99.9% and 0.1%, respectively.

As part of the procedures for listing of the shares of Jiurui Technology on NEEQ, on 7 March

2016, Jiurui Technology became an unlisted joint stock company and its name was changed to Beijing

Donview Jiurui Technology Stock Co., Ltd.* (北京東方久瑞科技股份有限公司). The equity holding in

Jiurui Technology was then converted into share capital of a joint stock company based on its net asset

value as at 31 December 2015 and the equity holding ratio, whereby the share capital of Jiurui

Technology amounted to RMB50.0 million, which was divided into 50,000,000 shares with par value of

RMB1 and held by Donview Digital and Mr. Zhu as to 49,950,000 shares and 50,000 shares,

respectively. On 20 May 2016, 21,480,000 new shares of Jiurui Technology were allotted to Beijing

Lianchuang Hengxin Equity Investment Management Centre (Limited Partnership)* (北京聯創恒鑫股權

投資管理中心(有限合夥)) (‘‘Beijing Lianchuang’’) and other 13 individuals (including Mr. Zhu) at a

consideration of approximately RMB29.0 million. As a result, the number of issued shares of Jiurui

Technology was increased from 50,000,000 shares to 71,480,000 shares.

The number of shares of Jiurui Technology held by each of its then shareholders were as follows:

Name of shareholderNumberof shares

Approximateshareholding Relationship with our Group

Donview Digital 49,950,000 69.87% Controlled corporation of Mr.

Zhou, who is the chairman of

our Board, executive Director

and Controlling Shareholder

Beijing Lianchuang (Note) 10,980,000 15.36% Limited partnership held by

certain members of our senior

management, certain employees

of our Group including directors

and general managers of our

s u b s i d i a r i e s , a n d c e r t a i n

Independent Third Parties

Mr. Zhu 1,550,000 2.17% Our executive Director

Mr. Xie 1,500,000 2.10% Our executive Director

Yan Hongxu (閆洪旭) 1,400,000 1.96% Nil

Jiang Yu (江雨) 1,000,000 1.40% Then di rec to r of Donview

T e c h n o l o g y a n d J i u r u i

Technology, and an Independent

Third Party as at the Latest

Practicable Date

Mr. Mo 1,000,000 1.40% Our executive Director


– 96 –


Name of shareholderNumberof shares

Approximateshareholding Relationship with our Group

Liang Hongyi (梁宏毅) 900,000 1.26% T h e n d i r e c t o r o f J i u r u i



Practicable Date

Wang Yonghong (王咏紅) 700,000 0.98% Our employee

Dang Ran (黨然) 700,000 0.98% Nil

Pi Jianhong (皮建紅) 500,000 0.70% Then superv i so r o f J iu ru i



Practicable Date

Wang Cong (王聰) 500,000 0.70% Our joint company secretary

Yang Xi (楊曦) 300,000 0.42% Nil

Wang Hongwei (王宏煒) 300,000 0.42% The d i r e c t o r and gene r a l

manager of Beijing Cangfeng

Technology Co., Ltd.* (北京倉

豐科技有限公司), a subsidiary

of Jiurui Technology

Mi Hongjun (彌洪軍) 200,000 0.28% Our employee

Total 71,480,000 100.00%

Note: Beijing Lianchuang is a limited partnership established in the PRC and is held by (i) Mr. Zhou, the chairman of ourBoard, executive Director and Controlling Shareholder, as to approximately 4.6%; (ii) Mr. He Yong (何泳), Mr.Zhang Jinhu (張金虎), Mr. Liu Chunjie (劉純潔), Mr. Wu Honggang (吳洪剛), and Mr. Yang Bo (楊波), all ofwhich are members of our senior management, as to approximately 4.6% each; (iii) 15 employees of our Group as toapproximately 56.3% in aggregate, among which, approximately 39.9% of equity interest in aggregate in BeijingLianchuang was held by 11 directors and general managers of our subsidiaries; and (iv) 4 Independent Third Partiesas to approximately 16.4% in aggregate, as at the Latest Practicable Date.

On 15 August 2016, Jiurui Technology was listed on the NEEQ in the PRC. During the listing of

shares of Jiurui Technology on NEEQ, it did not have any public share transactions during its listing.

Considering that listing on the Stock Exchange can raise brand awareness, enhance our corporate image

and strengthen our corporate governance, as well as address our fundraising needs, on 24 January 2018

Jiurui Technology was delisted on the NEEQ upon the application from Jiurui Technology. As Jiurui

Technology had no public trading before its delisting on the NEEQ, the market capitalisation cannot be

determined with reference to its closing price in any public trading. As advised by our PRC Legal

Advisers, during the period of listing on the NEEQ, Jiurui Technology was not subject to any

investigations or disciplinary actions by the NEEQ or the CSRC and its local offices, nor had any

material breach of the relevant rules governing the NEEQ. As confirmed by our Directors, there are no

matters which need to be brought to the attention of the regulators in Hong Kong in relation to Jiurui

Technology’s listing and delisting on the NEEQ as mentioned above.

On 9 January 2019, Jiurui Technology changed from a joint stock company to a limited liability

company, its registered capital amounted to approximately RMB71.5 million and its name was changed

to Beijing Donview Jiurui Technology Co., Ltd.* (北京東方久瑞科技有限公司) (i.e. the current name as


– 97 –


at the Latest Practicable Date). As at 9 January 2019, the equity interests of Jiurui Technology were held

by the following equity holders and their respective approximate percentage of equity holdings in Jiurui

Technology were as follows:

Name of equity holder Registered capitalApproximate

equity holdings(RMB)

Donview Digital 49,950,000 69.87%

Beijing Lianchuang 10,980,000 15.36%

Mr. Zhu 1,550,000 2.17%

Mr. Xie 1,500,000 2.10%

Yan Hongxu (閆洪旭) 1,400,000 1.96%

Jiang Yu (江雨) 1,000,000 1.40%

Mr. Mo 1,000,000 1.40%

Liang Hongyi (梁宏毅) 900,000 1.26%

Wang Yonghong (王咏紅) 700,000 0.98%

Dang Ran (黨然) 700,000 0.98%

Pi Jianhong (皮建紅) 500,000 0.70%

Wang Cong (王聰) 500,000 0.70%

Yang Xi (楊曦) 300,000 0.42%

Wang Hongwei (王宏煒) 300,000 0.42%

Mi Hongjun (彌洪軍) 200,000 0.28%

Total 71,480,000 100.00%

On 17 June 2019, Donview Digital acquired approximately 30.13% equity interest in Jiurui

Technology from Beijing Lianchuang and the other then equity holders which consisted of the 13

individuals as mentioned above, at the consideration of approximately RMB27.0 million in aggregate,

which was determined with reference to the net asset value of Jiurui Technology as at 31 May 2019.

Following the acquisition, Jiurui Technology was wholly owned by Donview Digital.

As part of our Reorganisation, on 19 September 2019, Donview Digital transferred the entire

equity interest in Jiurui Technology to Donview Technology. On 16 March 2020, Donview Digital

subscribed for 1% of equity interest in Jiurui Technology by the contribution of approximately RMB0.7

million into its registered capital. As a result, the registered capital of Jiurui Technology increased from

approximately RMB71.5 million to RMB72.2 million. For further details of our Reorganisation, please

refer to the paragraph headed ‘‘Reorganisation’’ in this section below.

As at the Latest Practicable Date, Jiurui Technology was owned by Donview Technology and

Donview Digital as to 99% and 1%, respectively.


– 98 –


3. Donview Technology

Donview Technology is principally engaged in the procurement of products for general business

uses for our Wholesale Business. It is a principal holding company of (i) our Sales Offices; (ii) Donview

Education; and (iii) Jiurui Technology. Donview Technology was established on 24 June 2013 in

Beijing, the PRC, as a limited liability company by Shenzhen Electronic Technology. It had an initial

registered capital of RMB1.0 million, which was contributed by Shenzhen Electronic Technology, a

company then wholly owned by Donview Education, which was in turn wholly owned by Donview

Digital at the relevant time. Donview Digital was owned by Mr. Zhou and Ms. Song Lijun (宋麗君), an

Independent Third Party, as to 98% and 2%, respectively, at the time of the establishment of Donview

Technology.

On 14 October 2015, Donview Digital acquired all the equity interest in Donview Technology from

Shenzhen Electronic Technology, at a consideration of RMB1.0 million which was determined with

reference to the then registered capital of Donview Technology. On 21 June 2016, the registered capital

of Donview Technology increased from RMB1.0 million to RMB11.0 million, such capital increase was

contributed by Donview Digital.

As part of our Reorganisation:

(1) on 20 November 2018, Donview Digital transferred 10% equity interest in Donview

Technology to Mr. Chih Ming Lee, an Independent Third Party. Following the transfer,

Donview Technology was registered as a sino-foreign joint venture enterprise on 17

December 2018; and

(2) on 15 May 2019, Donview HK acquired all equity interest in Donview Technology from

Donview Digital and Mr. Chih Ming Lee, an Independent Third Party. Following the

acquisition, Donview Technology was registered as a wholly foreign-owned enterprise on 18

June 2019.

For further details of our Reorganisation, please refer to the paragraph headed ‘‘Reorganisation’’ in

this section below.

As at the Latest Practicable Date, Donview Technology was wholly owned by Donview HK.

4. Shenzhen Electronic Technology

Shenzhen Electronic Technology is our subsidiary responsible for the operations of our production

and manufacturing facilities in Shenzhen, the PRC. Shenzhen Electronic Technology was established in

the PRC as a limited liability company on 6 June 2012 with a registered capital of RMB5.0 million. As

at the date of its establishment, Shenzhen Electronic Technology was wholly owned by Donview

Education.


– 99 –


On 10 September 2013, the registered capital of Shenzhen Electronic Technology increased from

RMB5.0 million to RMB10.0 million, in which RMB4.0 million and RMB1.0 million were contributed

by Jiurui Technology and Beijing Oriental Changye Film Technology Co., Ltd.* (北京東方昌業影視科

技有限公司) (‘‘Changye Film’’), a company which was wholly owned by Donview Digital, respectively.

Set out below is the equity holding structure of Shenzhen Electronic Technology as at 10 September

2013:

Equity holderPercentage of

equity holdings

Donview Education 50%

Jiurui Technology 40%

Changye Film 10%

Total 100%

On 18 December 2015, Donview Education and Changye Film transferred all of their respective

equity interest in Shenzhen Electronic Technology to Jiurui Technology, at nil consideration. As at 18

December 2015, Shenzhen Electronic Technology was wholly owned by Jiurui Technology.

On 29 December 2015, the registered capital of Shenzhen Electronic Technology increased from

RMB10.0 million to RMB28.0 million, in which RMB18.0 million was contributed by Jiurui

Technology. On 5 August 2016, the registered capital of Shenzhen Electronic Technology increased

from RMB28.0 million to RMB30.0 million, in which RMB2.0 million was contributed by Jiurui

Technology.

As at the Latest Practicable Date, Shenzhen Electronic Technology was wholly owned by Jiurui

Technology, and principally engaged in the production and manufacture of whiteboards and IWB panels.

We have established a number of subsidiaries under (i) Donview Education; (ii) Jiurui Technology;

and (iii) Donview Technology throughout the years during the expansion of our market presence in

different local areas in the PRC. Such Group structure helps with the expansion of our sales network

into different cities in the PRC and at the same time allows flexibility in our sales and marketing efforts

and efficiency in provision of after-sales customer services during our ordinary course of business.

REORGANISATION

In preparation for the [REDACTED], the companies comprising our Group underwent the

Reorganisation, pursuant to which our Company became the holding company of our Group. The main

steps of our Reorganisation were:

(1) Incorporation of Donview BVI

On 16 November 2018, Donview BVI was incorporated in the BVI for the purpose of acting

as the holding company of our Company. Donview BVI is authorised to issue a maximum of

50,000 shares with par value of HK$1.00 each. On 16 November 2018, one share of HK$1.00 was

issued and allotted to Mr. Zhou. Donview BVI was an investment holding company as at the Latest

Practicable Date.


– 100 –


(2) Transfer of 10% equity interest in Donview Technology from Donview Digital to Mr.Chih Ming Lee

Pursuant to an equity transfer agreement dated 20 November 2018 and entered into between

Donview Digital, as vendor, and Mr. Chih Ming Lee, as purchaser, Mr. Chih Ming Lee acquired

10% of the equity interest in Donview Technology from Donview Digital at a consideration of

approximately RMB1.4 million, which was determined with reference to the net asset value of

Donview Technology as at 31 October 2018 as appraised by an independent valuer.

(3) Incorporation of our Company, Donview Investments BVI and Donview HK

On 23 November 2018, our Company was incorporated under the Cayman Companies Law as

an exempted company with an authorised share capital of HK$50,000 divided into 50,000 shares of

HK$1.00 each. On 23 November 2018, our Company issued and allotted one share, fully paid at

par, to the initial subscriber, an Independent Third Party, which was transferred to Donview BVI

on the same date. Our Company was an investment holding company as at the Latest Practicable

Date.

On 30 November 2018, Donview Investments BVI was incorporated in the BVI for the

purpose of acting as the intermediate holding company of our Group. Donview Investments BVI is

authorised to issue a maximum of 50,000 shares with par value of HK$1.00 each. On 30 November

2018, one share of HK$1.00 was issued and allotted at par to our Company. Donview Investments

BVI was an investment holding company as at the Latest Practicable Date.

Donview HK was incorporated in Hong Kong on 18 December 2018. On the same date, one

share of HK$1.00 was issued and allotted to Donview Investments BVI. Donview HK was an

investment holding company as at the Latest Practicable Date.

(4) Transfer of 41% equity interest in Propix JV from Donview Digital to DonviewEducation

Pursuant to an equity transfer agreement dated 28 November 2018 entered into between

Donview Digital, as vendor, and Donview Education, as purchaser, Donview Education acquired

41% of the equity interest in Propix JV from Donview Digital at a consideration of approximately

RMB5.8 million, which was determined with reference to the net asset value of Propix JV as at 31

October 2018.

(5) Transfer of 100% equity interest in Donview Technology from Donview Digital and Mr.Chih Ming Lee to Donview HK

Pursuant to (i) an equity transfer agreement dated 15 May 2019 and entered into between

Donview Digital, as vendor, and Donview HK, as purchaser; and (ii) an equity transfer agreement

dated 15 May 2019 and entered into between Mr. Chih Ming Lee, being an Independent Third

Party and as vendor, and Donview HK, as purchaser, Donview HK acquired 90% and 10% of the

equity interest in Donview Technology from Donview Digital and Mr. Chih Ming Lee at a

consideration of approximately RMB12.1 million and approximately RMB1.3 million respectively,

which were determined with reference to the net asset value of Donview Technology as at 30 April

2019.


– 101 –


(6) Transfer of 1% equity interest in Shenyang Jiurui from Donview Digital to JiuruiTechnology

Pursuant to an equity transfer agreement dated 28 May 2019 and entered into between

Donview Digital, as vendor, and Jiurui Technology, as purchaser, Jiurui Technology acquired 1%

of the equity interest in Shenyang Jiurui from Donview Digital at a consideration of RMB62,000,

which was determined with reference to the registered capital of Shenyang Jiurui.

(7) Acquisition of the entire equity interest in Jiurui Technology and Donview Education byDonview Technology

Pursuant to an equity transfer agreement dated 19 September 2019 and entered into between

Donview Digital, as vendor, and Donview Technology, as purchaser, Donview Technology

acquired the entire equity interest in Jiurui Technology from Donview Digital at a consideration of

approximately RMB99.7 million, which was determined with reference to the net asset value of

Jiurui Technology as at 31 August 2019.

Pursuant to an equity transfer agreement dated 19 September 2019 and as supplemented by an

agreement dated 20 December 2019 and entered into between Donview Digital, as vendor, and

Donview Technology, as purchaser, Donview Technology acquired the entire equity interest in

Donview Education from Donview Digital at a consideration of approximately RMB96.1 million,

which was determined with reference to the net asset value of Donview Education as at 31 August

2019.

(8) Subscription of 1% of equity interest in Donview Education and Jiurui Technology byDonview Digital

Pursuant to a capital injection agreement dated 16 March 2020 and entered into between

Donview Digital, Donview Technology and Donview Education, Donview Digital subscribed for

1% of the equity interest in Donview Education by way of injection of capital into Donview

Education in the amount of RMB180.8 million, of which RMB212,100 as registered capital and

approximately RMB180.6 million as capital reserves, which was determined with reference to,

among others, the amount of registered capital of Donview Education and the capital needs of

Donview Education. The capital injection amount had been settled as at the Latest Practicable

Date.

Pursuant to a capital injection agreement dated 16 March 2020 and entered into between

Donview Digital, Donview Technology and Jiurui Technology, Donview Digital subscribed for 1%

of the equity interest in Jiurui Technology by way of injection of capital into Jiurui Technology in

the amount of RMB154.0 million, of which approximately RMB0.7 million as registered capital

and approximately RMB153.3 million as capital reserves, which was determined with reference to,

among others, the amount of registered capital of Jiurui Technology and the capital needs of Jiurui

Technology. The capital injection amount had been settled as at the Latest Practicable Date.

The steps and the transfer mentioned above were properly and legally completed and settled.

We have obtained required approvals from the PRC government authorities and/or completed

registrations or filings with the PRC government authorities in respect of our Reorganisation. Our


– 102 –


PRC Legal Advisers further confirmed that we have obtained all necessary government approvals

and conducted all necessary registrations and filings with relevant competent government

authorities for our Reorganisation, and all procedures have been legally completed.

GENERAL

Pursuant to SAFE’s Circular 37, special purpose vehicle (the ‘‘SPV’’) refers to overseas companies

directly incorporated or indirectly controlled by domestic residents (including domestic institutions and

individual domestic residents) using the assets or rights and interests of domestic companies that they

legally possess or the overseas assets or rights and interests they legally possess for the purpose of

investments and financing. Pursuant to Circular 37, the PRC domestic residents are required to register

with the competent local branch of SAFE with regards to their direct establishment or indirect control of

a SPV, before contributing the domestic and overseas lawful assets or interests to a SPV. The Circular

37 further requires timely amendments to the registration for any major change in respect of the SPV,

including, among other things, any major change in the SPV’s PRC resident shareholder, name of the

SPV, term of operation, or any increase or reduction of the SPV’s registered capital contributed by the

PRC domestic resident, share transfer or swap, and merger or division.

As advised by our PRC Legal Advisers, Circular 37 applies to our Reorganisation and the

[REDACTED] as Mr. Zhou falls within the meaning of a domestic resident in Circular 37. In

accordance with Circular 37, Mr. Zhou completed the registration and filing of an overseas investment

by a PRC resident with China Merchants Bank, Beijing Branch on 5 May 2019 in respect of his overseas

investments in our Group and has complied with all the relevant formalities for such registration and

filling.

Our PRC Legal Advisers have also confirmed that we have complied with all applicable PRC rules

and regulations and have obtained all relevant approvals from and registrations with PRC government

authorities for our Reorganisation, including the filings with the competent department of commerce

regarding (i) Mr. Chih Ming Lee’s acquisition of 10% of equity interest in Donview Technology from

Donview Digital; and (ii) Donview HK’s acquisition of the entire equity interest in Donview Technology

from Donview Digital and Mr. Chih Ming Lee as part of our Reorganisation, pursuant to the Interim

Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested

Enterprises* (外商投資企業設立及變更備案管理暫行辦法), and the foreign exchange registration

pursuant to Circular 37. In addition to the above-mentioned approvals and registrations, we are not

required to obtain other approvals from MOFCOM or other relevant authorities for the Reorganisation

and [REDACTED].


– 103 –


Group structure

The following chart sets out the structure of our Group immediately before our Reorganisation:

100%

99.9% 0.1%

41%

100% 100%

100% 51%

69.87%

100%

99% 1%

Mr. ZhouLiang Hongyi

(As trustee of Mr. Zhou)

Donview Technology(The PRC)

Donview Education(The PRC)

29 subsidiaries(The PRC)

(Note 4)

Shanxi DonviewDigital Technology

Co., Ltd.*(The PRC)

(Note 5)

Propix JV(The PRC)

(Note 3)

Shenyang Jiurui(The PRC)


(Note 2)

Jiurui Technology(The PRC)

(Note 6)

14 subsidiaries(The PRC, Japan

and the U.S.)(Note 7)

Donview Digital(The PRC)

(Note 1)

Notes:

1. Pursuant to the equity trust deed dated 23 June 2015 and entered into between Liang Hongyi and Mr. Zhou, LiangHongyi acted a trustee and held 0.1% of equity interest in Donview Digital for and on behalf of Mr. Zhou. As at theLatest Practicable Date, Liang Hongyi no longer held any equity in Donview Digital, and Donview Digital was heldby Mr. Zhou and Mr. Zhu (an executive Director and acted as a trustee for Mr. Zhou pursuant to the equity trustdeed dated 24 February 2020) as to 99.9% and 0.1%, respectively.

2. Namely:

(1) Shenzhen Jiangyuan Technology Co., Ltd.* (深圳市江原科技有限公司);

(2) Shenyang Donview Digital Technology Co., Ltd.* (瀋陽東方中原數碼科技有限公司);

(3) Chengdu Donview Technology Co., Ltd.* (成都東方中原科技有限公司); and

(4) Shanghai Shangying Electronic Technology Co., Ltd.* (上海商影電子科技有限公司), which was deregisteredon 27 June 2019.

3. The remaining 59% equity interest in Propix JV was owned by ALPD, an Independent Third Party, as at the LatestPracticable Date.


– 104 –


4. Namely:

(1) Chongqing Donview Electronic Co., Ltd.* (重慶東方中原電子有限公司);

(2) Kunming Zhongyuan Tiandi Electronic Co., Ltd.* (昆明中原天地電子有限公司);

(3) Urumqi Donview Electronic Co., Ltd.* (烏魯木齊東方中原電子有限公司);

(4) Nanning Zhongyuan Tiandi Electronic Co., Ltd.* (南寧中原天地電子有限公司);

(5) Guangzhou Songying Electronic Co., Ltd.* (廣州市松影電子有限公司);

(6) Jilin Donview Information Technology Co., Ltd. (吉林省東方中原信息技術有限公司);

(7) Lanzhou Donview Digital Technology Co., Ltd.* (蘭州東方中原數碼科技有限公司);

(8) Hebei Donview Electronic Co., Ltd.* (河北東方中原電子有限公司);

(9) Wuhan Songying Zhongyuan Digital Technology Co., Ltd.* (武漢松影中原數碼科技有限公司);

(10) Anhui Songying Digital Technology Co., Ltd.* (安徽松影數碼科技有限公司);

(11) Nanjing Entuo Digital Technology Co., Ltd.* (南京恩拓數碼科技有限公司)

(12) Hohhot Donview Digital Technology Co., Ltd.* (呼和浩特市東方中原數碼科技有限責任公司);

(13) Chengdu Songyuan Digital Technology Co., Ltd.* (成都松原數碼科技有限公司);

(14) Nanchang New Zhongyuan Digital Technology Co., Ltd.*(南昌新中原數碼科技有限公司);

(15) Heilongjiang Donview Digital Technology Co., Ltd.* (黑龍江東方中原數碼科技有限公司);

(16) Fuzhou Donview Information Technology Co., Ltd.* (福州東方中原信息技術有限公司);

(17) Shengyang Donview System Integration Co., Ltd.* (瀋陽東方中原系統集成有限公司);

(18) Yinchuan Donview Electronic Technology Co., Ltd.* (銀川東方中原電子科技有限公司);

(19) Xi’an Zhongyuan Electronic Technology Co., Ltd* (西安中原電子技術有限公司);

(20) Hangzhou Kunying Electronic Technology Co., Ltd.* (杭州坤影電子技術有限公司);

(21) Tianjin Donview Technology Development Co., Ltd.* (天津東方中原科技發展有限公司);

(22) Guizhou Donview Digital Technology Co., Ltd.* (貴州東方中原數碼科技有限公司);

(23) Shanghai Yiying Electronic Technology Co., Ltd.* (上海熠影電子科技有限公司);

(24) Beijing Oriental Lightshow Electronic Technology Co., Ltd.* (北京東方光影電子科技有限公司);

(25) Changsha Donview Digital Technology Co., Ltd.* (長沙東方中原數碼科技有限公司);

(26) Henan Donview Technology Co., Ltd.* (河南東方中原科技有限公司);

(27) Dalian Donview Jiurui Technology Co., Ltd.* (大連東方中原久瑞科技有限公司);

(28) Shenzhen Donview Education Technology Co., Ltd.* (深圳市東方中原教育科技有限公司); and


– 105 –


(29) Jinan Donview Information Technology Co., Ltd.* (濟南東方中原信息科技有限公司).

5. The remaining 49% equity interest in Shanxi Donview Digital Technology Co., Ltd.* (山西東方中原數碼科技有限

公司) was owned by Hou Xiaoming (候小明) who is an Independent Third Party. On 26 December 2019, DonviewEducation acquired the remaining 49% equity interest in Shanxi Donview Digital Technology Co., Ltd.* (山西東方

中原數碼科技有限公司) from such Independent Third Party. As at the Latest Practicable Date, Shanxi DonviewDigital Technology Co., Ltd.* (山西東方中原數碼科技有限公司) is our non-wholly owned subsidiary.

6. At the relevant time, the remaining 30.13% equity interest in Jiurui Technology was owned by Beijing Lianchuangand other 13 individual shareholders who were employees of our Group, including Mr. Zhu, Mr. Xie, Mr. Mo (ourexecutive Directors) and Mr. Wang Cong (our joint company secretary), and Independent Third Parties. After ourReorganisation, Jiurui Technology was owned by Donview Technology and Donview Digital as to 99% and 1%,respectively, as at the Latest Practicable Date.

7. Namely:

(1) Shenzhen Electronic Technology;

(2) Chengdu Oriental Jiurui System Engineering Technology Co., Ltd.* (成都東方久瑞系統工程技術有限公司);

(3) Hangzhou Hongyuan Electronic System Engineering Co., Ltd.* (杭州弘原電子系統工程有限公司);

(4) Shanghai Ziying System Engineering Technology Co., Ltd.* (上海梓影系統工程技術有限公司);

(5) Guangzhou Jiuying Electronic Co., Ltd.* (廣州市久影電子有限公司);

(6) Kunming Oriental Jiurui Technology Co., Ltd.* (昆明東方久瑞科技有限公司);

(7) Xi’an Ceying Electronic Technology Co., Ltd.* (西安策影電子科技有限公司);

(8) Sonnoc (Beijing) Technology Co., Ltd.* (索諾克(北京)科技有限公司);

(9) Henan Oriental Jiurui System Engineering Technology Co., Ltd.* (河南東方久瑞系統工程技術有限公司);

(10) Shenzhen Oriental Jiurui Technology Co., Ltd.* (深圳市東方久瑞科技有限公司);

(11) Beijing Cangfeng Technology Co., Ltd.* (北京倉豐科技有限公司);

(12) Oriental Xinxing (Beijing) Technology Co., Ltd.* (東方鑫興(北京)科技有限公司);

(13) our U.S. Subsidiary; and

(14) our Japan Subsidiary.


– 106 –


The following chart sets out the structure of our Group immediately after completion of our

Reorganisation and prior to the Capitalisation Issue and the [REDACTED]:

100%

100%

99.9% 0.1%

100%

100% 99%

1%

1%99%

100%

100%

41%100%100%

Mr. Zhou


(Note 3)

Propix JV

(The PRC)(Note 4)



Offshore

Onshore

Our Company(The Cayman Islands)

Donview Investments BVI(BVI)



Mr. Zhu(As trustee of Mr. Zhou)

(Note 1)

Donview BVI(BVI)

Donview HK(Hong Kong)


(Note 2)



Notes:

1. As at the Latest Practicable Date, Donview Digital was held by Mr. Zhou and Mr. Zhu (an executive Director andacted as a trustee for Mr. Zhou pursuant to the equity trust deed dated 24 February 2020) as to 99.9% and 0.1%,respectively.

2. Namely:



(3) Chengdu Donview Technology Co., Ltd.* (成都東方中原科技有限公司);

(4) Donview (Beijing) Electronic Technology Co., Ltd.* (東方中原(北京)電子科技有限公司), which wasestablished in the PRC on 30 January 2019;

(5) Jiangxi Donview Information Technology Co., Ltd.* (江西東方中原信息技術有限公司), which wasestablished in the PRC on 20 December 2019;


– 107 –


(6) Jiangxi Donview Optical Display Technology Co., Ltd.* (江西東方中原光顯技術有限公司), which wasestablished in the PRC on 20 December 2019;

(7) Jiangxi Donview Image Technology Co., Ltd.* (江西東方中原影像技術有限公司), which was established inthe PRC on 20 December 2019;

(8) Jiangxi Donview Optoelectronics Technology Co., Ltd.* (江西東方中原光電科技有限公司), which wasestablished in the PRC on 23 December 2019; and

(9) Jiangxu Donview Information Technology Co., Ltd.* (江蘇東方中原信息技術有限公司), which wasestablished in the PRC on 2 March 2020.

3. Namely:











(11) Nanjing Entuo Digital Technology Co., Ltd.* (南京恩拓數碼科技有限公司);



(14) Nanchang New Zhongyuan Digital Technology Co., Ltd.* (南昌新中原數碼科技有限公司);










– 108 –







(28) Shenzhen Donview Education Technology Co., Ltd.* (深圳市東方中原教育科技有限公司);

(29) Jinan Donview Information Technology Co., Ltd.* (濟南東方中原信息科技有限公司); and

(30) Shanxi Donview Digital Technology Co., Ltd.* (山西東方中原數碼科技有限公司) (on 26 December 2019,Donview Education acquired 49% equity interest in Shanxi Donview Digital Technology Co., Ltd.* (山西東方

中原數碼科技有限公司) from Hou Xiaoming (侯小明), an Independent Third Party).


5. Namely:













(13) our U.S. Subsidiary;

(14) our Japan Subsidiary; and

(15) Shenyang Jiurui.


– 109 –


The following chart sets out the structure of our Group immediately after completion of our

Reorganisation, the Capitalisation Issue and the [REDACTED] (assuming that the [REDACTED] is not

exercised and no Shares are issued pursuant to any options which may be granted under the Share

Option Scheme):

100%

[REDACTED] [REDACTED]

100%

100% 99% 99%

1%

1%

100%

100%

41%100%100%

Donview HK(Hong Kong)

Mr. Zhou



(Note 3)

Propix JV(The PRC)

(Note 4)


(Note 2)




Offshore

Onshore

Donview BVI(BVI)

Our Company(The Cayman Islands)

Public Shareholders

Donview Investments BVI(BVI)


99.9% 0.1%


Mr. Zhu(As trustee of Mr. Zhou)

(Note 1)

Notes:

1. As at the Latest Practicable Date, Donview Digital was held by Mr. Zhou and Mr. Zhu (an executive Director andacted as a trustee for Mr. Zhou pursuant to the equity trust deed dated 24 February 2020) as to 99.9% and 0.1%,respectively.

2. Namely:



(3) Chengdu Donview Technology Co., Ltd.* (成都東方中原科技有限公司);

(4) Donview (Beijing) Electronic Technology Co., Ltd.* (東方中原(北京)電子科技有限公司), which wasestablished in the PRC on 30 January 2019;


– 110 –


(5) Jiangxi Donview Information Technology Co., Ltd.* (江西東方中原信息技術有限公司), which wasestablished in the PRC on 20 December 2019;

(6) Jiangxi Donview Optical Display Technology Co., Ltd.* (江西東方中原光顯技術有限公司), which wasestablished in the PRC on 20 December 2019;

(7) Jiangxi Donview Image Technology Co., Ltd.* (江西東方中原影像技術有限公司), which was established inthe PRC on 20 December 2019;

(8) Jiangxi Donview Optoelectronics Technology Co., Ltd.* (江西東方中原光電科技有限公司), which wasestablished in the PRC on 23 December 2019; and

(9) Jiangsu Donview Information Technology Co., Ltd.* (江蘇東方中原信息技術有限公司), which wasestablished in the PRC on 2 March 2020.

3. Namely:











(11) Nanjing Entuo Digital Technology Co., Ltd.* (南京恩拓數碼科技有限公司);



(14) Nanchang New Zhongyuan Digital Technology Co., Ltd.* (南昌新中原數碼科技有限公司);








– 111 –









(28) Shenzhen Donview Education Technology Co., Ltd.* (深圳市東方中原教育科技有限公司);

(29) Jinan Donview Information Technology Co., Ltd.* (濟南東方中原信息科技有限公司); and

(30) Shanxi Donview Digital Technology Co., Ltd.* (山西東方中原數碼科技有限公司) (on 26 December 2019,Donview Education acquired 49% equity interest in Shanxi Donview Digital Technology Co., Ltd.* (山西東方

中原數碼科技有限公司) from Hou Xiaoming (侯小明), an Independent Third Party).


5. Namely:













(13) our U.S. Subsidiary;

(14) our Japan Subsidiary; and

(15) Shenyang Jiurui.


– 112 –


conjunction with the section headed …...group structure the following chart sets out the structure...

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