In this document, unless the context otherwise requires, the following words and

expressions shall have the following meanings:

“AMT” AMT Co., Ltd (AMT 株式會社) , a companyincorporated in Japan with limited liability on 20February 1987, which is wholly owned by MorimatsuIndustry

[REDACTED]

“Articles of Association” or“Articles”

the articles of association of our Company conditionallyadopted on 10 February 2021 and effective from 25February 2021, a summary of which is set out inAppendix IV to this document

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Board” the board of Directors

“Bonus Issue” the proposed issue of [REDACTED] Shares toMorimatsu Industry immediately upon completion ofthe [REDACTED]

“business day” a day (other than a Saturday, Sunday or public holiday)on which licensed banks in Hong Kong are generallyopen for normal banking business

“CAGR” compound annual growth rate

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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[REDACTED]

“China” or “PRC” the People’s Republic of China, but for the purpose ofthis document only and except where the contextrequires otherwise, references in this document to“China” or “PRC” do not include Hong Kong, the MacauSpecial Administrative Region and Taiwan

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws ofHong Kong) as amended, supplemented or otherwisemodified from time to time

“Companies (Winding Up andMiscellaneous Provisions)Ordinance” or “Companies(WUMP) Ordinance”

the Companies (Winding Up and MiscellaneousProvisions) Ordinance (Chapter 32 of the Laws of HongKong) as amended, supplemented or otherwise modifiedfrom time to time

“Company”, “our Company”or “the Company”

Morimatsu International Holdings Company Limited(森松國際控股有限公司), a company incorporated inHong Kong with limited liability on 23 July 2019

“Connected Person(s)” has the meaning ascribed to it under the Listing Rules

“Continuing Operations” the operations of our Group excluding the DiscontinuedOperations and mainly for application in chemical,pharmaceutical, personal care chemical, mining andmetallurgical, oil and gas and electronic chemicalindustries

“Controlling Shareholders” has the meaning ascribed to it under the Listing Rulesand, in the context of this document, refers to Mr.Matsuhisa Terumoto, Mr. Matsuhisa Hiroyuki,Morimatsu Holdings and Morimatsu Industry

“Corporate Governance Code” the Corporate Governance Code and CorporateGovernance Report as set in Appendix 14 to the ListingRules, as amended, supplemented or otherwise modifiedfrom time to time

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DEFINITIONS

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“COVID-19” an infectious disease caused by the coronavirus (severeacute respiratory syndrome coronavirus 2), firstreported in December 2019

“Deed of Indemnity” the deed of indemnity dated 10 February 2021 enteredinto by our Controlling Shareholders in favour of ourCompany (for itself and as trustee for each of itssubsidiaries) to provide certain indemnities, furtherinformation on which is set forth in the section headed“Statutory and General Information — D. OtherInformation — 3. Estate duty, Tax and Other Indemnity”in Appendix V to this document

“Deed of Non-Competition” the deed of non-competition undertaking dated 10February 2021 entered into by our Controll ingShareholders in favour of our Company, furtherinformation of which is set forth in the section headed“Relationship with Our Controlling Shareholders” inthis document

“Demerger” the demerger of Morimatsu China pursuant to thedemerger agreement dated 30 May 2019 (as amended byits supplemental agreement dated 30 September 2019),details of which are set out in the section headed“History, Reorganisation and Corporate Structure –Reorganisation – 4. The Demerger” in this document

“Director(s)” the director(s) of our Company

“Discontinued Operations” the business operations of manufacture and sales ofspecialised pressure equipment for application in thesemiconductor, lithium-ion battery and waste sortingindustries, which we ceased to operate during the TrackRecord Period by way of Demerger

“EPC” an acronym for engineering (E), procurement (P) andconstruction management (C), a business model widelyadopted in various industry, under which the EPCprovider bears the cost for engineering, procurementand construction

“Extreme Conditions” extreme conditions caused by a super typhoon asannounced by the government of Hong Kong

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DEFINITIONS

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“Frost & Sullivan” or “F&S” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., anindependent market research expert

“F&S Report” the industry report prepared by Frost & Sullivan andcommissioned by our Company, the content of which isquoted in this document

“General Rules of[REDACTED]”

the terms and conditions regulating the use of[REDACTED], as may be amended or modified fromtime to time and where the context so permits, shallinclude the [REDACTED]

“GFA” Gross Floor Area

[REDACTED]

“Group”, “our Group”,“we” or “us”

our Company and its subsidiaries or, where the contextotherwise requires, in respect of the period before ourCompany becoming the holding company of our presentsubsidiaries, the present subsidiaries of our Companyand the businesses carried on by them or theirpredecessors (as the case may be)

[REDACTED]

“HKFRSs” Hong Kong Financial Reporting Standards, whichcollectively include Hong Kong Accounting Standards,amendments and related interpretations promulgated bythe Hong Kong Institute of Certified Public Accountants

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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[REDACTED]

“HK$” or “HK dollars” or“cents”

Hong Kong dollars and cents, the lawful currency ofHong Kong

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of thePeople’s Republic of China

[REDACTED]

“Independent Third Party(ies)” individual(s) or company(ies) who is(are) not aconnected person(s) of our Company within themeaning ascribed under the Listing Rules

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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[REDACTED]

“International Sanctions” all applicable laws and regulations related to economicsanctions, export controls, trade embargoes and widerprohibitions and restrictions on international trade andinvestment related activities, including those adopted,administered and enforced by the U.S. Government, theEuropean Union and its member states, the UnitedNations or the Government of Australia

“International Sanctions LegalAdvisers”

Hogan Lovells

[REDACTED]

“JPY” Japanese Yen, the lawful currency of Japan

“Latest Practicable Date” 17 May 2021, being the latest practicable date prior tothe printing of this document for ascertaining certaininformation referred to in this document

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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“[REDACTED] Committee” the [REDACTED] committee of the Stock Exchange

“[REDACTED] Date” the date on which [REDACTED] of the Shares on theMain Board of the Stock Exchange first commence,which is expected to be on or around [REDACTED]

“Listing Rules” the Rules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited, as amended,supplemented or otherwise modified from time to time

“Main Board” the stock exchange (excluding the option market)operated by the Stock Exchange which is independentfrom and operated in parallel with GEM

“MIW” MIW Co., Ltd (MIW株式會社), a company incorporatedin Japan with limited liability on 26 August 1994, whichis wholly owned by Morimatsu Industry

“MOFCOM” Ministry of Commerce of the PRC (中華人民共和國商務部)

“Morimatsu ChemicalEquipment”

Shanghai Morimatsu Chemical Equipment Co., Ltd (上海森松化工成套裝備有限公司), a company establishedin the PRC with limited liability on 17 November 2004,which is owned as to 80.85% and 19.15% by MorimatsuSeiki and Morimatsu Technology, respectively

“Morimatsu China” Morimatsu (China) Investment Co., Ltd (森松（中國）投資有限公司), a company established in the PRC withlimited liabili ty on 7 June 2010 and a directwholly-owned subsidiary of our Company

“Morimatsu Heavy Industry” Morimatsu (Jiangsu) Heavy Industry Co., Ltd. (森松（江蘇）重工有限公司), a company established in the

PRC with limited liability on 13 May 2008 and anindirect wholly-owned subsidiary of our Company

“Morimatsu Holdings” Morimatsu Holdings Co., Ltd. (森松ホールディングス株式会社), a company incorporated in Japan withlimited liabili ty on 1 September 2015, which iscontrolled by Mr. Matsuhisa Terumoto and Mr.Matsuhisa Hiroyuki by holding 80% and 20% of itsvoting shares, respectively, and one of our ControllingShareholders

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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“Morimatsu Industry” Morimatsu Industry Co., Ltd (森松工業株式會社), acompany incorporated in Japan with limited liability on2 May 1964, which is wholly owned by MorimatsuHoldings, and one of our Controlling Shareholders

“Morimatsu Investment HK” Morimatsu Investment Company Limited (森松投資有限公司) (formerly known as Morimatsu InternationalCompany Limited (森松國際有限公司)), a companyincorporated in Hong Kong with limited liability on 30September 2013 and an indirect wholly-ownedsubsidiary of our Company

“Morimatsu Italy” Morimatsu Italy S.r.l., a company incorporated in Italywith limited liability on 26 November 2020 and aindirect wholly-owned subsidiary of our Company

“Morimatsu Japan” Morimatsu Technology and Service Company Limited(森松T&S株式會社) (formerly known as ShanghaiMorimatsu Co., Ltd (上海森松株式會社) andMorimatsu Industry Bunkatsu Junbi Co., Ltd. (森松工業分割準備株式會社)), a company incorporated in Japanwith limited liability on 31 January 2014 and a directwholly-owned subsidiary of our Company

“Morimatsu Mixing” Shanghai Morimatsu Mixing Technology EngineeringCompany Limited (上海森松混合技術工程裝備有限公司), a company established in the PRC with limitedliability on 18 June 2002, which is owned as to 95.72%and 4.28% by Morimatsu Industry and SenheInvestment, respectively

“Morimatsu PharmaceuticalEquipment”

Shanghai Morimatsu Pharmaceutical EquipmentEngineering Co., Ltd (上海森松製藥設備工程有限公司)(formerly known as Shanghai MorimatsuPharmaceutical Equipment Company Limited (上海森松製藥設備有限公司)), a company established in thePRC with limited liability on 29 November 2001 and anindirect wholly-owned subsidiary of our Company

“Morimatsu Pressure Vessel” Shanghai Senyong Engineering Equipment Co., Ltd. (上海森永工程設備有限公司) (formerly known asShanghai Morimatsu Pressure Vessel Co., Ltd (上海森松壓力容器有限公司)), a company established in thePRC with limited liability on 14 October 1990, which isowned as to 80% and 20% by Mr. Wang Guobin (王國斌)and Saima LLP, both being Independent Third Parties,respectively

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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“Morimatsu Process Equipment” Shanghai Morimatsu Process Equipment EngineeringCo., Ltd (上海森松工藝裝備工程有限公司), a companyestablished in the PRC with limited liability on 15 June2007, which was deregistered on 3 August 2018 andceased to be a subsidiary of our Company

“Morimatsu Seiki” Shanghai Morimatsu Seiki Co., Ltd (上海森松精機有限公司), a company established in the PRC with limitedliability on 24 September 2019, which is wholly ownedby Morimatsu Industry

“Morimatsu Solar Technology” Shanghai Morimatsu Solar Technology Equipment Co.,Ltd (上海森松新能源設備有限公司) (formerly knownas Shanghai Symex Morimatsu Mixing Equipment Co.,Ltd. (上海賽姆森松攪拌設備有限公司)), a companyestablished in the PRC with limited liability on 12February 2007, which is owned as to 80% and 20% byMorimatsu Seiki and Senhe Investment, respectively

“Morimatsu Technology” Morimatsu Research Institution Company Limited (株式會社森松総合研究所) (formerly known asMorimatsu Technology Service Co., Ltd (森松テクノサービス株式会社)), a company incorporated in Japanwith limited liability on 25 February 1996, which iswholly owned by Morimatsu Industry

“Mr. Matsuhisa Terumoto” Mr. Matsuhisa Terumoto (松久晃基), a non-executiveDirector, our Chairman, one of our Controll ingShareholders, and brother of Mr. Matsuhisa Hiroyuki

“Mr. Matsuhisa Hiroyuki” Mr. Matsuhisa Hiroyuki (松久浩幸) , one of ourControlling Shareholders, and brother of Mr. MatsuhisaTerumoto

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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[REDACTED]

“Pharmadule India” Pharmadule Engineering India Private Limited, acompany incorporated in India with limited liability on15 May 2017 and an indirect wholly-owned subsidiaryof our Company

“Pharmadule Sweden” Pharmadule Morimatsu AB (formerly known as“Goldcup 6476 AB”), a company incorporated inSweden with limited liability on 3 March 2011 and adirect wholly-owned subsidiary of our Company

“Pharmadule US” Pharmadule Morimatsu Inc., a company incorporated inthe United States with limited liability on 30 June 2011and an indirectly wholly-owned subsidiary of ourCompany

“[REDACTED] Share OptionScheme”

the [REDACTED] share option scheme conditionallyadopted by our Company on 10 February 2021, asummary of the principal terms of which is set out in thesection headed “Statutory and General Information —D. Other Information — 2. [REDACTED] Share OptionScheme” in Appendix V to this document

“PRC Legal Advisers” Jingtian & Gongcheng, the legal advisers to ourCompany as to the laws of the PRC

“[REDACTED] Share OptionScheme”

the [REDACTED] share option scheme adopted by ourCompany on 1 July 2020, a summary of the principalterm of which is set out in the section headed “Statutoryand General Information – D. Other Information – 1.[REDACTED] Share Option Scheme” in Appendix V tothis document

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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[REDACTED]

“Primary Sanctioned Activity” any activity in a Sanctioned Country or (i) with; or (ii)directly or indirectly benefiting, or involving theproperty or interests in property of, a Sanctioned Targetby the Company incorporated or located in a RelevantJurisdiction (if applicable) or which otherwise has anexus with such jurisdiction with respect to the relevantactivity, such that it is subject to the relevant sanctionslaw or regulation

“Relevant Jurisdiction” any jurisdiction that is relevant to the Company and hassanctions related law or regulation restricting, amongother things, its nationals and/or entities which areincorporated or located in that jurisdiction from directlyor indirectly making assets or services available to orotherwise dealing in assets of certain countries,governments, persons or entities targeted by such law orregulation. For the purpose of this document, theRelevant Jurisdictions include United States, EuropeanUnion, United Nations and Australia

“Relevant Persons” the Company, together with its [REDACTED] andshareholders and persons who might, directly orindirectly, be involved in permitting the [REDACTED]of its shares

“Relevant Regions” Balkans (Greece), Egypt, Iraq, Russia (excludingCrimea region) and Turkey

“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC

“Reorganisation” the reorganisation of our Group in preparation for the[REDACTED], details of which are set out in thesection headed “History, Reorganisation and CorporateStructure” in this document

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DEFINITIONS

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“Research Institution” Morimatsu Research Institution Company Limited (株式會社森松綜合研究所), a company incorporated inJapan with limited liability on 26 August 1994, whichwas wholly owned by Morimatsu Industry. In November2015, Morimatsu Technology merged with ResearchInstitution by absorption, and Research Institution wasdissolved

“SAFE” State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局)

“Saima LLP” Shanghai Saima Corporate Consulting ManagementPartnership Enterprise (LLP) (上海賽瑪企業諮詢管理合夥企業（有限合夥), a limited partnership enterpriseestablished in the PRC on 12 March 2020, the generalpartner of which is Shanghai Saima Science andTechnology Service Company Limited (上海賽瑪科技服務有限公司), a company owned by two employees ofMorimatsu Pressure Vessel in equal share, and theremaining 17 limited partners of which are otheremployees of Morimatsu Pressure Vessel

“Sanctioned Country” or“Sanctioned Countries”

any country or territory subject to a general andcomprehensive export, import, financial or investmentembargo under sanctions related law or regulation of theRelevant Jurisdiction, currently Cuba, Iran, NorthKorea, Syria, and the Crimea Region of Russia/Ukraine

“Sanctioned Target” any person or entity (i) designated on any list of targetedpersons or entities issued under the sanctions-relatedlaw or regulation of a Relevant Jurisdiction; (ii) that is,or is owned or controlled by, a government of aSanctioned Country; or (iii) that is the target ofsanctions under the law or regulation of a RelevantJurisdiction because of a relationship of ownership,control, or agency with a person or entity described in(i) or (ii)

“Secondary SanctionableActivity”

certain activity by the Company that may result in theimposition of sanctions against the Relevant Person(s)by a Relevant Jurisdiction (including designation as aSanctioned Target or the imposition of penalties), eventhough the Company is not incorporated or located inthat Relevant Jurisdiction and does not otherwise haveany nexus with that Relevant Jurisdiction

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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“SEK” Swedish Krona, the lawful currency of Sweden

“Senhe Investment” Shanghai Senhe Investment Co., Ltd (上海森和工程投資有限公司), a company established in the PRC withlimited liability on 10 November 2008, which isaggregately owned by seven individual shareholders (allbeing employees of Morimatsu Pressure Vessel)

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance (Chapter 571 ofthe Laws of Hong Kong), as amended, modified andsupplemented from time to time

“Share(s)” the ordinary share(s) in the share capital of ourCompany

“Shareholder(s)” holder(s) of the Share(s)

“Sinolink” or “Sole Sponsor” Sinolink Securities (Hong Kong) Company Limited, alicensed corporation under the SFO permitted to carryout Type 1 (dealing in securities), Type 2 (dealing infutures contracts), Type 4 (advising on securities), Type6 (advising on corporate finance), and Type 9 (assetmanagement) regulated activities, being the solesponsor of the [REDACTED]

[REDACTED]

“[REDACTED]” a [REDACTED] expected to be entered into on or aboutthe [REDACTED] between the [REDACTED] andMorimatsu Industry pursuant to which MorimatsuIndustry will agree to lend up to [REDACTED] Sharesto the [REDACTED] on the terms set forth therein

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Takeovers Code” the Codes on Takeovers and Mergers and ShareBuy-backs, as amended, modified and supplementedfrom time to time

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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“Tap Mate” Tap Mate Limited (結添有限公司) , a companyincorporated in Hong Kong with limited liability on 30June 1989, which is wholly-owned by MorimatsuIndustry

“Track Record Period” the four years ended 31 December 2020

[REDACTED]

“United States”, “U.S.” or “US” the United States of America

“USD” or “US dollars” United States dollars, the lawful currency of the UnitedStates

“U.S. Securities Act” the United States Securities Act of 1933, as amended,and the rules and regulations promulgated thereunder

[REDACTED]

“%” per cent

The English names of the PRC entities mentioned in this document are translations of

their Chinese names. If there is any inconsistency, the Chinese names shall prevail.

Translated English names of Japanese natural persons, legal persons, government

authorities, institutions or other entities for which no official English translation exist are

unofficial translations for identification purpose only.

Certain amounts and percentage figures included in this document have been subject to

rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an

arithmetic aggregation of the figures which precede them.

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

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