Make PDF text extraction a standard archive step
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
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--- page 1 ---
|
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
|
||||
for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
|
||||
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
|
||||
contents of this announcement.
|
||||
HANGZHOU TONGSHIFU CULTURAL
|
||||
AND CREATIVE (GROUP) CO., LTD.
|
||||
ʮ̡
|
||||
(A joint stock company incorporated in the People ’s Republic of China with limited liability)
|
||||
(Stock Code: 0664)
|
||||
CLARIFICATION ANNOUNCEMENT
|
||||
Reference is made to the allotment results announcement of Hangzhou Tongshifu Cultural and
|
||||
Creative (Group) Co., Ltd. (the “Company ”) dated 30 March 2026 (the “Announcement ”). Unless
|
||||
otherwise defined herein, capitalised terms used herein shall have the same meanings as defined in
|
||||
the prospectus of the Company dated 23 March 2026.
|
||||
On page 5 of the Announcement under the section headed “Allotment Results Details –
|
||||
International Offering ”, the subscription level in the International Offering was disclosed as
|
||||
“1.56 times ” which was calculated by dividing the number of confirmed orders in the placing
|
||||
tranche by the number of Offer Shares in International Offering after reallocation. The board of
|
||||
directors of the Company (the “Board”) would like to clarify that the correct denominator in the
|
||||
calculation should be the number of Offer Shares in International Offering before reallocation,
|
||||
and accordingly, the subscription level in the International Offering in the Announcement should
|
||||
read as “1.47 times ”. Save as disclosed above, all other information in the Announcement remains
|
||||
unchanged.
|
||||
By order of the Board
|
||||
Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd.
|
||||
Yu Guang
|
||||
Chairman of the Board and Executive Director
|
||||
Hong Kong, 31 March 2026
|
||||
As of the date of this announcement, the Board comprises: (i) Mr. Yu Guang, Mr. Luo Renxiang,
|
||||
Mr. He Yun, Ms. Wang Xiaoxia and Mr. Chen Ruiguang as executive Directors; (ii) Mr. Xiao Feng
|
||||
as non-executive Director; and (iii) Mr. Tu Bisheng, Dr. Huang Wenli and Mr. Fong Chun Fai as
|
||||
independent non-executive Directors.
|
||||
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--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated October 28, 2025 (the “Prospectus ”) of WeRide Inc. (the “Company ”).
|
||||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
|
||||
by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
|
||||
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
|
||||
Shares should be taken solely in reliance on the information provided in the Prospectus.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
||||
in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent
|
||||
registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering
|
||||
of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us
|
||||
and that will contain detailed information about us and our management, as well as financial statements. The public
|
||||
offering of securities described herein in the United States is being made only by means of a prospectus supplement
|
||||
and the accompanying prospectus. The accompanying prospectus is included in an automatic shelf registration
|
||||
statement on Form F-3 filed with the U.S. Securities and Exchange Commission on November 3, 2025 (New York
|
||||
time), which automatically became effective upon filing.
|
||||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
|
||||
the stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
|
||||
over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class A Ordinary
|
||||
Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
|
||||
there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
|
||||
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
|
||||
person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best
|
||||
interest of our Company, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30
|
||||
days after the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, December
|
||||
3, 2025). Such action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
|
||||
compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
|
||||
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
|
||||
Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||||
Potential investors should be aware that no stabilizing action can be taken to support the price of the Class A
|
||||
Ordinary Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on
|
||||
Wednesday, December 3, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong
|
||||
Public Offering. After this date, when no further stabilizing action may be taken, demand for the Class A Ordinary
|
||||
Shares, and therefore the price of the Class A Ordinary Shares, could fall.
|
||||
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for
|
||||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
|
||||
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
|
||||
section headed “Underwriting { Underwriting Arrangements { The Hong Kong Public Offering { Hong Kong
|
||||
Underwriting Agreement { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong
|
||||
time) on the Listing Date (which is currently expected to be on Thursday, November 6, 2025).
|
||||
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential
|
||||
risks of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests
|
||||
may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant
|
||||
influence over the outcome of Shareholders ’ resolution. For further information about the risks associated with the
|
||||
Company ’s WVR structure, please refer to the section headed “Risk Factors { Risks Related to Our WVR Structure ”
|
||||
in the Prospectus Prospective investors should make the decision to invest in the Company only after due and careful
|
||||
consideration.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
WeRide Inc.
|
||||
Б *
|
||||
(A company controlled through weighted voting rights and incorporated in
|
||||
the Cayman Islands with limited liability)
|
||||
Global Offering
|
||||
Number of Offer Shares under the
|
||||
Global Offering
|
||||
: 88,250,000 Offer Shares (subject to the
|
||||
Over-allotment Option)
|
||||
Number of Hong Kong Offer Shares : 17,650,000 Offer Shares (as adjusted after
|
||||
the reallocation)
|
||||
Number of International Offer Shares : 70,600,000 Offer Shares (as adjusted after
|
||||
the reallocation and subject to the Over-
|
||||
allotment Option)
|
||||
Final Public Offer Price : HK$27.10 per Offer Share, plus brokerage
|
||||
of 1.0%, AFRC transaction levy of
|
||||
0.00015%, SFC transaction levy of
|
||||
0.0027%, and Stock Exchange trading fee
|
||||
of 0.00565%
|
||||
Nominal Value : US$0.0001 per Offer Share
|
||||
Stock Code : 0800
|
||||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, and Joint Lead Manager
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
* For identification purpose only
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
3
|
||||
WeRide Inc./Б *
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the Class A
|
||||
Ordinary Shares could move substantially even with a small number of the Class A Ordinary
|
||||
Shares traded and should exercise extreme caution when dealing in the Class A Ordinary
|
||||
Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 0800
|
||||
Stock short name WERIDE-W
|
||||
Dealings commencement date November 6, 2025 #
|
||||
# see note at the end of the announcement
|
||||
Price Information
|
||||
Final Public Offer Price and International Offer Price (the
|
||||
“Offer Price ”)
|
||||
HK$27.1
|
||||
Maximum Public Offer Price HK$35.0
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares (assuming the Over-allotment
|
||||
Option is not exercised)
|
||||
88,250,000
|
||||
Number of Offer Shares in Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
17,650,000
|
||||
Number of Offer Shares in International Offering (after
|
||||
reallocation and assuming the Over-allotment Option is not
|
||||
exercised)
|
||||
70,600,000
|
||||
Number of issued shares upon Listing (assuming the Over-
|
||||
allotment Option is not exercised)
|
||||
1,026,616,330
|
||||
* For identification purpose only
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
4
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 13,237,500
|
||||
Such over-allocation may be covered by exercising the Over-allotment Option or by making
|
||||
purchases in the secondary market at prices that do not exceed the Offer Price or through the
|
||||
stock borrowing arrangement or a combination of these means. In the event the Over-allotment
|
||||
Option is exercised, an announcement will be made on the Stock Exchange ’s website.
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$2,391.58 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$(127.24) million
|
||||
Net proceeds HK$2,264.34 million
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of
|
||||
proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The Company
|
||||
will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the
|
||||
purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus on a pro rata basis.
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
No. of valid applications 64,949
|
||||
No. of successful applications 19,609
|
||||
Subscription level 73.44 times
|
||||
Claw-back triggered Yes
|
||||
No. of Offer Shares initially available under the Hong Kong
|
||||
Public Offering
|
||||
4,412,500
|
||||
No. of Offer Shares reallocated from the International
|
||||
Offering (claw-back)
|
||||
13,237,500
|
||||
Final no. of Offer Shares under the Hong Kong Public
|
||||
Offering (after reallocation)
|
||||
17,650,000
|
||||
% of Offer Shares under the Hong Kong Public Offering to
|
||||
the Global Offering
|
||||
20%
|
||||
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
|
||||
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
|
||||
for the full list of allottees.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
5
|
||||
INTERNATIONAL OFFERING
|
||||
No. of placees 154
|
||||
Subscription Level 9.85 times
|
||||
No. of Offer Shares initially available under the
|
||||
International Offering
|
||||
83,837,500
|
||||
No. of Offer Shares reallocated to Hong Kong Public
|
||||
Offering (claw-back)
|
||||
13,237,500
|
||||
Final no. of Offer Shares under the International Offering
|
||||
(after reallocation)
|
||||
70,600,000
|
||||
% of Offer Shares under the International Offering to the
|
||||
Global Offering
|
||||
80%
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from
|
||||
strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix
|
||||
F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock Exchange to permit Offer
|
||||
Shares in the International Offering to be placed to existing Shareholders and/or their close associates,
|
||||
(i) none of the Offer Shares subscribed by the placees and the public have been financed directly or
|
||||
indirectly by the Company, any of the Directors, chief executive of the Company, single largest group of
|
||||
Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
|
||||
their respective close associates; and (ii) none of the placees and the public who have purchased the Offer
|
||||
Shares are accustomed to taking instructions from the Company, any of the Directors, chief executive of
|
||||
the Company, single largest group of Shareholders, substantial Shareholders, existing Shareholders of
|
||||
the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
|
||||
disposal, voting or other disposition of the Class A Ordinary Shares registered in his/her/its name or
|
||||
otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
6
|
||||
The placees in the International Offering include the following:
|
||||
Allotee with Consent Obtained
|
||||
Investor
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is not
|
||||
exercised)
|
||||
% of total
|
||||
issued
|
||||
Class A
|
||||
Ordinary
|
||||
Shares
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is not
|
||||
exercised)
|
||||
% of total
|
||||
issued
|
||||
share
|
||||
capital
|
||||
after the
|
||||
Global
|
||||
Offering
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is not
|
||||
exercised) Relationship
|
||||
Allotee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of
|
||||
the Guide for New Listing Applicants in relation to allocation to a connected client Note 1
|
||||
Morgan Stanley
|
||||
Investment
|
||||
Management Inc.
|
||||
( “MSIM Inc. ”)
|
||||
on behalf of
|
||||
its underlying
|
||||
discretionary
|
||||
clients and funds.
|
||||
8,599,000 9.7% 0.9% 0.8% Connected client
|
||||
Notes:
|
||||
1. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||||
for New Listing Applicants in relation to allocation to a connected client, please refer to the section headed
|
||||
“Allotee with consent obtained – allotee with consent under paragraph 1C(1) of the Placing Guidelines and
|
||||
Chapter 4.15 of the Guide for New Listing Applicants in relation to allocation to a connected client of this
|
||||
announcement.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
7
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||||
Name Capacity
|
||||
Number of
|
||||
Shares held in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
% of total
|
||||
issued
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
upon Listing
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up undertakings
|
||||
Tony Xu Han ( ᒵϛ) Founder, chairman of
|
||||
our Board, executive
|
||||
Director and CEO
|
||||
41,249,590 Class B
|
||||
Ordinary Shares Note 1
|
||||
4.0% October 27, 2028 Note 6
|
||||
Yan Li (֧Co-founder, executive
|
||||
Director, CTO
|
||||
27,129,666 Class A
|
||||
Ordinary Shares Note 2
|
||||
2.6% November 5, 2026 Note 4
|
||||
Yan Li (֧Co-founder, executive
|
||||
Director, CTO
|
||||
13,564,833 Class B
|
||||
Ordinary Shares Note 3
|
||||
1.3% November 5, 2026 Note 4
|
||||
Hua Zhong ( ᒤശ) Senior vice president 16,573,442 Class A
|
||||
Ordinary Shares
|
||||
1.6% November 5, 2026 Note 4
|
||||
Notes:
|
||||
1. Represents the 24,850,000 Class B Ordinary Shares held by Xu Han Limited ( “XHL”) and the 16,399,590 Class B Ordinary Shares held
|
||||
by Tonyhan Limited ( “THL”). XHL is wholly owned by Tony Xu Han ( ᒵϛ) ( “Dr. Han ”). THL is owned as to 51% by XHL and as
|
||||
to 49% by Trident Trust Company (South Dakota) Inc. ( “Trident ”). Trident is the trustee of the Han Family Trust where Dr. Han is the
|
||||
protector and his descendants are the beneficiaries.
|
||||
2. Represents the 11,129,666 Class A Ordinary Shares held by Humber Partners Limited ( “Humber Partners ”) and the 16,000,000 Class
|
||||
A Ordinary Shares held by Yanli Holdings Limited ( “Yanli ”). Humber Partners is wholly owned by Yan Li (֧“( ) Dr. Li ”). Yanli
|
||||
is owned as to 51% by Humber Partners and as to 49% by Trident. Trident is the trustee of the Li Family Trust where Dr. Li is the
|
||||
protector and his descendants are the beneficiaries.
|
||||
3. Represents the 13,564,823 Class B Ordinary Shares held by Humber Partners and the 10 Class B Ordinary Shares held by Yanli.
|
||||
4. The lock-up period commencing on the date by reference to which disclosure of its shareholding is made in the Prospectus and ending on
|
||||
the date which is 12 months from the Listing Date, i.e. November 5, 2026.
|
||||
5. Dr. Han and Dr. Li are entitled to receive 27,595,520 Class A Ordinary Shares and 10,513,974 Class A Ordinary Shares, respectively,
|
||||
pursuant to the share options granted to them under the 2018 Share Plan, subject to the relevant conditions (including vesting conditions)
|
||||
thereunder. The Class A Ordinary Shares to be allotted and issued upon exercise of the share options by Dr. Han and Dr. Li during the
|
||||
period commencing on the date of this prospectus and ending on the date which is 12 months from the Listing Date will also be subject
|
||||
to lock-up during such period.
|
||||
6. Dr. Han has voluntarily committed to a three-year lock-up, effective as of October 28, 2025, covering all Shares of the share capital of
|
||||
the Company or securities convertible into, exchangeable, or exercisable for any Share of the share capital of the Company, directly or
|
||||
indirectly owned or controlled by him. During this lock-up period, Dr. Han will not sell, transfer, pledge, or otherwise dispose of any of
|
||||
such securities, subject to customary exceptions.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
8
|
||||
Single Largest Group of Shareholders
|
||||
Name
|
||||
Number of Shares
|
||||
held in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of total issued
|
||||
Shares after the
|
||||
Global Offering
|
||||
upon Listing
|
||||
(assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Tony Xu Han
|
||||
( ᒵϛ), through
|
||||
Xu Han Limited
|
||||
and Tonyhan
|
||||
Limited
|
||||
41,249,590 Class B
|
||||
Ordinary Shares Note 1
|
||||
4.0% October 27, 2028 Note 2
|
||||
Notes:
|
||||
1. Represents the 24,850,000 Class B Ordinary Shares held by Xu Han Limited and the 16,399,590 Class B
|
||||
Ordinary Shares held by Tonyhan Limited. Xu Han Limited is wholly owned by Dr. Han. Tonyhan Limited is
|
||||
owned as to 51% by XHL and as to 49% by Trident. Trident is the trustee of the Han Family Trust where Dr.
|
||||
Han is the protector and his descendants are the beneficiaries.
|
||||
2. Dr. Han has voluntarily committed to a three-year lock-up, effective as of October 28, 2025, covering all
|
||||
Shares of the share capital of the Company or securities convertible into, exchangeable, or exercisable for
|
||||
any Share of the share capital of the Company, directly or indirectly owned or controlled by him. During this
|
||||
lock-up period, Dr. Han will not sell, transfer, pledge, or otherwise dispose of any of such securities, subject
|
||||
to customary exceptions.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
9
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees*
|
||||
Number
|
||||
of Class A
|
||||
Ordinary
|
||||
Shares
|
||||
allotted
|
||||
Allotment
|
||||
as % of the
|
||||
International
|
||||
Offering
|
||||
(assuming
|
||||
no exercise
|
||||
of the Over-
|
||||
allotment
|
||||
Option)
|
||||
Allotment
|
||||
as % of the
|
||||
International
|
||||
Offering
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is fully
|
||||
exercised and
|
||||
new Class
|
||||
A Ordinary
|
||||
Shares are
|
||||
issued)
|
||||
Allotment as
|
||||
% of total
|
||||
Offer Shares
|
||||
(assuming
|
||||
no exercise
|
||||
of the Over-
|
||||
allotment
|
||||
Option)
|
||||
Allotment as
|
||||
% of total
|
||||
Offer Shares
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is fully
|
||||
exercised and
|
||||
new Class
|
||||
A Ordinary
|
||||
Shares are
|
||||
issued)
|
||||
Number
|
||||
of Class A
|
||||
Ordinary
|
||||
Shares
|
||||
held upon
|
||||
Listing**
|
||||
% of total
|
||||
issued Class
|
||||
A Ordinary
|
||||
Shares upon
|
||||
Listing
|
||||
(assuming
|
||||
no exercise
|
||||
of the Over-
|
||||
allotment
|
||||
Option)
|
||||
% of total
|
||||
issued Class
|
||||
A Ordinary
|
||||
Shares upon
|
||||
Listing
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is fully
|
||||
exercised and
|
||||
new Class
|
||||
A Ordinary
|
||||
Shares are
|
||||
issued)
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
(assuming
|
||||
no exercise
|
||||
of the Over-
|
||||
allotment
|
||||
Option)
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option
|
||||
is fully
|
||||
exercised and
|
||||
new Class
|
||||
A Ordinary
|
||||
Shares are
|
||||
issued)
|
||||
Top 1 21,499,000 30.45% 25.64% 24.36% 21.18% 21,499,000 2.21% 2.18% 2.09% 2.07%
|
||||
Top 5 52,884,000 74.91% 63.08% 59.93% 52.11% 65,228,352 6.71% 6.62% 6.35% 6.27%
|
||||
Top 10 64,241,500 90.99% 76.63% 72.79% 63.30% 76,585,852 7.88% 7.77% 7.46% 7.37%
|
||||
Top 25 75,906,000 107.52% 90.54% 86.01% 74.79% 88,250,352 9.08% 8.96% 8.60% 8.49%
|
||||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.** Representing the number of Class A Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
10
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 64,949 valid
|
||||
applications made by the public will be conditionally allocated on the basis set out below:
|
||||
NO. OF
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
NO. OF
|
||||
VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
POOL A
|
||||
100 32,160 2,135 out of 32,160 to receive 100 Shares 6.64%
|
||||
200 8,553 1,135 out of 8,553 to receive 100 Shares 6.64%
|
||||
300 3,230 643 out of 3,230 to receive 100 Shares 6.64%
|
||||
400 1,247 331 out of 1,247 to receive 100 Shares 6.64%
|
||||
500 1,904 632 out of 1,904 to receive 100 Shares 6.64%
|
||||
600 806 321 out of 806 to receive 100 Shares 6.64%
|
||||
700 527 245 out of 527 to receive 100 Shares 6.64%
|
||||
800 552 293 out of 552 to receive 100 Shares 6.63%
|
||||
900 382 228 out of 382 to receive 100 Shares 6.63%
|
||||
1,000 5,739 3,803 out of 5,739 to receive 100 Shares 6.63%
|
||||
1,500 1,117 1,111 out of 1,117 to receive 100 Shares 6.63%
|
||||
2,000 1,147 100 Shares plus 374 out of 1,147 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
2,500 568 100 Shares plus 374 out of 568 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
3,000 1,253 100 Shares plus 1,238 out of 1,253 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
3,500 337 200 Shares plus 108 out of 337 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
4,000 304 200 Shares plus 198 out of 304 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
4,500 182 200 Shares plus 179 out of 182 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
5,000 654 300 Shares plus 206 out of 654 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
6,000 349 300 Shares plus 342 out of 349 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
11
|
||||
NO. OF
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
NO. OF
|
||||
VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
7,000 221 400 Shares plus 142 out of 221 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
8,000 241 500 Shares plus 73 out of 241 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
9,000 137 500 Shares plus 133 out of 137 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
10,000 1,124 600 Shares plus 708 out of 1,124 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
20,000 552 1,300 Shares plus 145 out of 552 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
30,000 388 1,900 Shares plus 346 out of 388 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
40,000 154 2,600 Shares plus 81 out of 154 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
50,000 176 3,300 Shares plus 27 out of 176 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
60,000 98 3,900 Shares plus 77 out of 98 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
70,000 51 4,600 Shares plus 21 out of 51 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
80,000 68 5,300 Shares plus 3 out of 68 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
90,000 34 5,900 Shares plus 23 out of 34 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
100,000 291 6,600 Shares plus 90 out of 291 to receive
|
||||
additional 100 Shares
|
||||
6.63%
|
||||
64,546 Total number of Pool A successful
|
||||
applicants: 19,206
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
12
|
||||
NO. OF
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
NO. OF
|
||||
VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
POOL B
|
||||
200,000 211 9,200 Shares plus 92 out of 211 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
300,000 54 13,800 Shares plus 35 out of 54 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
400,000 29 18,400 Shares plus 25 out of 29 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
500,000 50 23,100 Shares plus 4 out of 50 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
1,000,000 22 46,200 Shares plus 4 out of 22 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
1,500,000 10 69,300 Shares plus 2 out of 10 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
2,000,000 3 92,400 Shares plus 1 out of 3 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
2,206,200 24 101,900 Shares plus 15 out of 24 to receive
|
||||
additional 100 Shares
|
||||
4.62%
|
||||
403 Total number of Pool B successful
|
||||
applicants: 403
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
13
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Class A Ordinary Shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for
|
||||
or purchased by them is the same as the final Offer Price in addition to any brokerage, AFRC
|
||||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||||
the Offer Shares have been allocated to and taken up by independent price setting investors in
|
||||
compliance with Rule 18C.08 of the Listing Rules.
|
||||
OTHERS/ADDITIONAL INFORMATION
|
||||
Placing to a connected client with a prior consent under paragraph 1C(1) of the Placing
|
||||
Guidelines
|
||||
Under the International Offering, certain Offer Shares were placed to a connected client of its
|
||||
connected distributor pursuant to the Placing Guidelines.
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
14
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing
|
||||
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected client. The allocation of Offer
|
||||
Shares to such connected client is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of the
|
||||
placement to connected client are set out below:
|
||||
No.
|
||||
Connected
|
||||
Distributor Connected Client Relationship
|
||||
Whether the
|
||||
connected
|
||||
client will hold
|
||||
the beneficial
|
||||
interests of the
|
||||
Offer Shares
|
||||
on a non-
|
||||
discretionary
|
||||
basis or
|
||||
discretionary
|
||||
basis for
|
||||
independent
|
||||
third parties
|
||||
Number
|
||||
of Offer
|
||||
Shares to
|
||||
be allocated
|
||||
to the
|
||||
Connected
|
||||
Client
|
||||
Approximate
|
||||
percentage of
|
||||
total number
|
||||
of Offer
|
||||
Shares under
|
||||
the Global
|
||||
Offering
|
||||
(assuming
|
||||
no exercise
|
||||
of the Over-
|
||||
allotment
|
||||
Option)
|
||||
Approximate
|
||||
percentage of
|
||||
total issued
|
||||
share capital
|
||||
immediately
|
||||
following
|
||||
the Global
|
||||
Offering
|
||||
(assuming
|
||||
the Over-
|
||||
allotment
|
||||
Option is not
|
||||
exercised)
|
||||
1. Morgan Stanley
|
||||
Asia Limited
|
||||
(“MSAL”)
|
||||
Morgan Stanley
|
||||
Investment
|
||||
Management Inc.
|
||||
(“MSIM Inc. ”)
|
||||
on behalf of
|
||||
its underlying
|
||||
discretionary
|
||||
clients and
|
||||
funds
|
||||
(Note)
|
||||
MSIM Inc. and
|
||||
MSAL are
|
||||
entities within the
|
||||
Morgan Stanley
|
||||
group.
|
||||
Discretionary
|
||||
basis
|
||||
8,599,000 9.7% 0.8%
|
||||
Note:
|
||||
MSIM Inc. will hold the Offer Shares in its capacity as the fund manager acting as agent on behalf of its underlying discretionary clients and funds. Each of the
|
||||
underlying discretionary clients and funds of MSIM Inc. is an independent third party of MSIM Inc. and MSAL and the other companies that are members of the same
|
||||
group as MSAL.
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
15
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
|
||||
any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or
|
||||
into the United States (including its territories and possessions, any state of the United States
|
||||
and the District of Columbia). This announcement does not constitute or form a part of any
|
||||
offer or solicitation to purchase or subscribe for securities in the United States or in any other
|
||||
jurisdiction. Securities may not be offered or sold in the United States absent registration or an
|
||||
exemption from registration under the U.S. Securities Act. Any public offering of our securities
|
||||
to be made in the United States will be made by means of a prospectus that may be obtained
|
||||
from us and that will contain detailed information about us and our management, as well as
|
||||
financial statements. The public offering of securities described herein in the United States is
|
||||
being made only by means of a prospectus supplement and the accompanying prospectus. The
|
||||
accompanying prospectus is included in an automatic shelf registration statement on Form F-3
|
||||
filed with the U.S. Securities and Exchange Commission on November 3, 2025 (New York
|
||||
time), which automatically became effective upon filing.
|
||||
This announcement is for information purposes only and does not constitute an invitation or
|
||||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||||
Potential investors should read the Prospectus dated October 28, 2025 issued by WeRide Inc. for
|
||||
detailed information about the Global Offering described below before deciding whether or not
|
||||
to invest in the Offer Shares thereby being offered.
|
||||
#Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
|
||||
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
|
||||
effect upon the occurrence of any of the events set out in the section headed “Underwriting
|
||||
{ Underwriting Arrangements { Hong Kong Public Offering { Hong Kong Underwriting
|
||||
Agreement { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong
|
||||
Kong time) on the Listing Date (which is currently expected to be on November 6, 2025).
|
||||
PUBLIC FLOAT AND FREE FLOAT
|
||||
Immediately following the completion of the Global Offering (before any exercise of the
|
||||
Over-allotment Option), the total number of the Class A Ordinary Shares held by the public
|
||||
represents approximately 97.2% of the total issued Class A Ordinary Shares of the Company,
|
||||
which is higher than the prescribed percentage of Class A Ordinary Shares required to be held in
|
||||
public hands of 15% under Rule 8.08(1) of the Listing Rules calculated based on the final Offer
|
||||
Price of HK$27.10 per Offer Share, thereby satisfying the public float requirement under Rule
|
||||
8.08(1) of the Listing Rules.
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
16
|
||||
Each of the Key Persons and the members of the Single Largest Group of Shareholders has agreed
|
||||
to a lock-up of twelve months following the Listing Date. As such, Class A Ordinary Shares
|
||||
held by these shareholders upon Listing shall not be counted towards the free float of the Class
|
||||
A Ordinary Shares. Based on the final Offer Price of HK$27.10 per Offer Share, the Company
|
||||
satisfies the free float requirement under Rule 8.08A of the Listing Rules.
|
||||
The Directors confirm that, immediately following the completion of the Global Offering (before
|
||||
any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than
|
||||
10% of the enlarged total issued Class A Ordinary Shares of the Company immediately after
|
||||
the Global Offering; (ii) there will not be any new substantial Shareholder immediately after the
|
||||
Global Offering; (iii) the three largest public Class A Ordinary Shareholders of the Company do
|
||||
not hold more than 50% of the Class A Ordinary Shares in public hands at the time of the Listing
|
||||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least 300
|
||||
Class A Ordinary Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
|
||||
Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, November
|
||||
6, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||||
right of termination described in the section headed “Underwriting { Underwriting Arrangements
|
||||
{ Hong Kong Public Offering { Hong Kong Underwriting Agreement { Grounds for
|
||||
Termination ” in the Prospectus has not been exercised. Investors who trade the Class A Ordinary
|
||||
Shares on the basis of publicly available allocation details prior to the receipt of Share certificates
|
||||
or prior to the Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
|
||||
November 6, 2025 (Hong Kong time), it is expected that dealings in the Class A Ordinary Shares
|
||||
on the Stock Exchange will commence at 9:00 a.m. on Thursday, November 6, 2025 (Hong Kong
|
||||
time). The Class A Ordinary Shares will be traded in board lots of 100 Class A Ordinary Shares
|
||||
each, and the stock code of the Class A Ordinary Shares will be 0800.
|
||||
By order of the Board
|
||||
WeRide Inc.
|
||||
Dr. Tony Xu Han
|
||||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||||
Hong Kong, November 5, 2025
|
||||
As at the date of this announcement, Directors and proposed Director of the Company are: (i) Dr.
|
||||
Tony Xu Han and Dr. Yan Li as executive Directors; (ii) Mr. Kazuhiro Doi and Mr. Jean-François
|
||||
Salles as non-executive Directors; and (iii) Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-
|
||||
cheong Chan as independent non-executive Directors.
|
||||
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|
||||
--- page 1 ---
|
||||
Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
|
||||
(the ‘‘Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited (the
|
||||
‘‘HKSCC ’’) take no responsibility for the c ontents of this announcement, make no
|
||||
representation as to its accuracy or complet eness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
|
||||
the contents of this announcement.
|
||||
Unless otherwise defined herein, capitaliz ed terms in this announcement shall have the same
|
||||
meanings as those defined in the prospectus dated December 31, 2024 (the ‘‘ Prospectus ’’)
|
||||
issued by New Gonow Recreational Vehicles Inc. (the ‘‘ Company ’’).
|
||||
This announcement is for information purposes only and does not consti tute an invitation or
|
||||
an offer to acquire, purchase or subscribe f or any securities. This announcement is not a
|
||||
prospectus. Potential investors should read t he Prospectus for detailed information about
|
||||
the Global Offering described below before deciding whether or not to invest in the Offer
|
||||
Shares. Any investment decisi on in relation to the Offer Shares should be taken solely in
|
||||
reliance on the information p rovided in the Prospectus.
|
||||
This announcement does not constitute an offer t o sell or the solicitation of an offer to buy
|
||||
nor shall there be any sale of Offer Shares in any jurisdiction in which such offer,
|
||||
solicitation or sales would be unlawful. This announcement is not for release, publication or
|
||||
distribution, directly or indi rectly, in or into the United States or any other jurisdiction
|
||||
where such distribution is prohibited by la w, nor is this announcement an offer for sale or
|
||||
solicitation to purchase or subscribe for se curities in the United States or any other
|
||||
jurisdictions. The Offer Shares have not been , and will not be, registered under the United
|
||||
States Securities Act of 1933, as am ended from time to time (the ‘‘ U.S. Securities Act ’’), or
|
||||
any applicable state securities laws, and may not be offered, sold, pledged or transferred
|
||||
within the United States or to, or for the acc ount or benefit of, U.S. persons (as defined in
|
||||
Regulation S under the U.S. Securities Act (the ‘‘ Regulation S ’’)) except in transactions
|
||||
exempt from, or not subject to, the registratio n requirements of the U.S. Securities Act. The
|
||||
Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||||
accordance with Regulation S. There will be no public offering of the Offer Shares in the
|
||||
United States.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms
|
||||
and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to
|
||||
any person who is outside Hong Kong and/or not re sident in Hong Kong. Potential investors
|
||||
of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf
|
||||
of the Underwriters) shall be entitled to termi nate the Hong Kong Underwriting Agreement
|
||||
with immediate effect upon the occurrence of any of the events set out in the section headed
|
||||
‘‘Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public
|
||||
Offering — Grounds for Termination’’ in the Prospectus at any time prior to 8 : 00 a.m. on
|
||||
the Listing Date.
|
||||
No stabilizing manager will be appointed, and it is anticipated that no stabilization
|
||||
activities will be carried out in relation to the Global Offering.
|
||||
–1–
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
New Gonow Recreational Vehicles Inc.
|
||||
新 吉 奥 房 车 有 限 公 司
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under the
|
||||
Global Offering
|
||||
: 240,000,000 Shares
|
||||
Number of Hong Kong Offer Shares : 24,000,000 Shares
|
||||
Number of International Offer Shares : 216,000,000 Shares
|
||||
Final Offer Price : HK$1.27 pe r Offer Share (payable in full
|
||||
in Hong Kong dollars on application
|
||||
plus brokerage of 1%, SFC transaction
|
||||
levy of 0.0027%, AFRC transaction levy
|
||||
of 0.00015% and Stock Exchange
|
||||
trading fee of 0.00565%, subject to
|
||||
refund)
|
||||
Nominal value : US$0.0001 per Share
|
||||
Stock code : 0805
|
||||
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinator,
|
||||
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
|
||||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Joint Global Coordinators, Join t Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
–2–
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
– 3 –
|
||||
New Gonow Recreational Vehicles Inc./ʮ̡
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have
|
||||
the same meanings as those defined in the prospectus dated December 31, 2024 (the
|
||||
“Prospectus”) issued by New Gonow Recreational Vehicles Inc. (the “ Company”).
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||||
move substantially even with a small number of Shares traded and should exercise extreme
|
||||
caution when dealing in the Shares.
|
||||
SUMMARY
|
||||
Company Information
|
||||
Stock code 0805
|
||||
Stock short name NEW GONOW RV
|
||||
Dealings commencement date January 13, 2025*
|
||||
* see note at the end of the announcement
|
||||
Price Information
|
||||
Final Offer Price HK$1.27
|
||||
Offer Price Range HK$1.24–HK$1.64
|
||||
Offer Price Adjustment exercised No
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 240,000,000
|
||||
Number of Offer Shares in Hong Kong Public Offering 24,000,000
|
||||
Number of Offer Shares in International Offering 216,000,000
|
||||
Number of issued Shares upon Listing 960,000,000
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated —
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$304.80 million
|
||||
Less: Estimated listing expenses payable based on
|
||||
Final Offer Price
|
||||
HK$ (51.39) million
|
||||
Net proceeds HK$253.41 million
|
||||
Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For
|
||||
details of the use of proceeds, please refer to the Prospectus.
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
– 4 –
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
No. of valid applications 2,336
|
||||
No. of successful applications 2,044
|
||||
Subscription level 2.52 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Hong
|
||||
Kong Public Offering
|
||||
24,000,000
|
||||
Final no. of Offer Shares under the Hong Kong Public
|
||||
Offering
|
||||
24,000,000
|
||||
% of Offer Shares under the Hong Kong Public
|
||||
Offering to the Global Offering
|
||||
10%
|
||||
Note: For details of the final allocation of shares to the Hong Kong Public Offering,
|
||||
investors can refer to https://www.hkeipo.hk/iporesult to perform a search by name or
|
||||
identification number or https://www.hkeipo.hk/iporesult for the full list of allottees.
|
||||
INTERNATIONAL OFFERING
|
||||
No. of placees 120
|
||||
Subscription Level 1.01 times
|
||||
No. of Offer Shares initially available under the
|
||||
International Offering
|
||||
216,000,000
|
||||
Final no. of Offer Shares under the International
|
||||
Offering
|
||||
216,000,000
|
||||
% of Offer Shares under the International Offering to
|
||||
the Global Offering
|
||||
90%
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i)
|
||||
none of the Offer Shares subscribed by the placees and the public have been financed
|
||||
directly or indirectly by the Company, any of the Directors, chief executive of the
|
||||
Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
|
||||
the Company or any of its subsidiaries or their respective close associates; and (ii) none
|
||||
of the placees and the public who have purchased the Offer Shares are accustomed to
|
||||
taking instructions from the Company, any of the Directors, chief executive of the
|
||||
Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
|
||||
the Company or any of its subsidiaries or their respective close associates in relation to
|
||||
the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
|
||||
name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
– 5 –
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Miao Xuezhong/Wang
|
||||
Danhong/Miao Wanyi/Snowy.
|
||||
M Holdings Limited/M.X.Z
|
||||
Holdings Limited/MIAO
|
||||
Wanyi Holdings Limited/Miao
|
||||
Wanyi Trust/WDH Holdings
|
||||
Limited/MWY Holdings
|
||||
Limited
|
||||
714,049,200 74.38% July 12, 2025
|
||||
(First Six-Month
|
||||
Period)Note 1
|
||||
January 12, 2026
|
||||
(Second Six-Month
|
||||
Period)Note 2
|
||||
Subtotal 714,049,200 74.38%
|
||||
In accordance with the undertaking given by the Controlling Shareholders pursuant to
|
||||
the relevant Listing Rule and the Hong Kong Underwriting Agreement, the lock-up
|
||||
for the first six-month period ends on July 12, 2025 and for the second six-month
|
||||
period, on January 12, 2026.
|
||||
Notes:
|
||||
1. Each member of the Controlling Shareholders may dispose of or transfer Shares
|
||||
after the indicated date subject to that the Controlling Shareholders will not cease
|
||||
to be a Controlling Shareholder.
|
||||
2. Each member of the Controlling Shareholders will cease to be prohibited from
|
||||
disposing of or transferring Shares after the indicated date.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
– 6 –
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees*
|
||||
Number of Shares
|
||||
allotted
|
||||
Allotment as % of
|
||||
International Offering
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
Number of Shares
|
||||
held upon Listing
|
||||
% of total issued share
|
||||
capital upon Listing
|
||||
Top 1 32,356,000 14.98% 13.48% 32,356,000 3.37%
|
||||
Top 5 126,648,000 58.63% 52.77% 126,648,000 13.19%
|
||||
Top 10 188,230,000 87.14% 78.43% 188,230,000 19.61%
|
||||
Top 25 215,810,000 99.91% 89.92% 215,810,000 22.48%
|
||||
Notes
|
||||
*
|
||||
Ranking of placees is based on the number of Shares allotted to the placees.
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders *
|
||||
Number of Shares
|
||||
allotted
|
||||
Allotment as % of
|
||||
Hong Kong Public
|
||||
Offering
|
||||
Allotment as % of
|
||||
International
|
||||
Offering#
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
Number of Shares
|
||||
held upon Listing
|
||||
% of total issued
|
||||
share capital
|
||||
upon Listing
|
||||
Top 1 — 0.00% 0.00% 0.00% 714,049,200 74.38%
|
||||
Top 5 111,058,000 0.00% 51.42% 46.27% 825,107,200 85.95%
|
||||
Top 10 181,932,000 0.00% 84.23% 75.81% 895,981,200 93.33%
|
||||
Top 25 227,780,000 50.00% 99.90% 94.91% 947,780,000 98.73%
|
||||
Notes
|
||||
*
|
||||
Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
#
|
||||
Exclusive of 12,000,000 Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of t he conditions set out in the Prospectus, valid applications
|
||||
made by the public will be conditionally allocated on the basis set out below:
|
||||
No. of
|
||||
Shares
|
||||
Applied For
|
||||
No. of Valid
|
||||
Application Basis of Allocation
|
||||
Approx. %
|
||||
Allotted of the
|
||||
Total No. of
|
||||
Hong Kong
|
||||
Offer Shares
|
||||
Applied For
|
||||
2,000 1,463 1,171 out of 1,463 applicants to receive
|
||||
2,000 shares
|
||||
80.04%
|
||||
4,000 210 2,000 shares plus 70 out of 210 applicants
|
||||
to receive an additional 2,000 shares
|
||||
66.67%
|
||||
6,000 169 2,000 shares plus 135 out of 169 applicants
|
||||
to receive an additional 2,000 shares
|
||||
59.96%
|
||||
8,000 55 4,000 shares plus 12 out of 55 applicants to
|
||||
receive an additional 2,000 shares
|
||||
55.45%
|
||||
10,000 95 4,000 shares plus 59 out of 95 applicants to
|
||||
receive an additional 2,000 shares
|
||||
52.42%
|
||||
12,000 30 6,000 shares 50.00%
|
||||
14,000 14 6,000 shares plu s 5 out of 14 applicants to
|
||||
receive an additional 2,000 shares
|
||||
47.96%
|
||||
16,000 10 6,000 shares plu s 7 out of 10 applicants to
|
||||
receive an additional 2,000 shares
|
||||
46.25%
|
||||
18,000 19 8,000 shares plu s 1 out of 19 applicants to
|
||||
receive an additional 2,000 shares
|
||||
45.03%
|
||||
20,000 68 8,000 shares plus 24 out of 68 applicants to
|
||||
receive an additional 2,000 shares
|
||||
43.53%
|
||||
30,000 44 10,000 shares plus 38 out of 44 applicants
|
||||
to receive an additional 2,000 shares
|
||||
39.09%
|
||||
40,000 32 14,000 shares plus 8 out of 32 applicants to
|
||||
receive an additional 2,000 shares
|
||||
36.25%
|
||||
50,000 18 16,000 shares plus 10 out of 18 applicants
|
||||
to receive an additional 2,000 shares
|
||||
34.22%
|
||||
60,000 15 18,000 shares plus 12 out of 15 applicants
|
||||
to receive an additional 2,000 shares
|
||||
32.67%
|
||||
70,000 11 22,000 shares 31.43%
|
||||
80,000 5 24,000 shares plus 1 out of 5 applicants to
|
||||
receive an additional 2,000 shares
|
||||
30.50%
|
||||
90,000 3 26,000 shares plus 1 out of 3 applicants to
|
||||
receive an additional 2,000 shares
|
||||
29.63%
|
||||
–7–
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
No. of
|
||||
Shares
|
||||
Applied For
|
||||
No. of Valid
|
||||
Application Basis of Allocation
|
||||
Approx. %
|
||||
Allotted of the
|
||||
Total No. of
|
||||
Hong Kong
|
||||
Offer Shares
|
||||
Applied For
|
||||
100,000 19 28,000 shares plus 4 out of 19 applicants to
|
||||
receive an additional 2,000 shares
|
||||
28.42%
|
||||
120,000 12 32,000 shares plus 3 out of 12 applicants to
|
||||
receive an additional 2,000 shares
|
||||
27.08%
|
||||
140,000 5 36,000 shares 25.71%
|
||||
160,000 4 40,000 shares 25.00%
|
||||
180,000 4 44,000 shares 24.44%
|
||||
200,000 7 48,000 shares 24.00%
|
||||
300,000 4 64,000 shares 21.33%
|
||||
400,000 5 78,000 shares 19.50%
|
||||
500,000 1 94,000 shares 18.80%
|
||||
700,000 5 120,000 shares 17.14%
|
||||
1,000,000 3 156,000 shares 15.60%
|
||||
3,000,000 3 346,000 shares 11.53%
|
||||
Total: 2,333 Total number of successful applications in
|
||||
Pool A: 2,041
|
||||
No. of Valid
|
||||
Application Basis of Allocation
|
||||
Approx. %
|
||||
Allotted of the
|
||||
Total No. of
|
||||
Hong Kong
|
||||
Offer Shares
|
||||
Applied For
|
||||
2 2,400,000 shares 60.00%
|
||||
1 7,200,000 shares 60.00%
|
||||
3 Total number of successf ul applications in Pool B: 3
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||||
in the designated nominee accounts have been r emitted back to the accounts of all HKSCC
|
||||
participants. Investors should contact the ir relevant brokers for any inquiries.
|
||||
–8–
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the L isting Rules that have been waived and/or in
|
||||
respect of which consent has been obtained, the Company has complied with the Listing
|
||||
Rules and guidance materials in relation t o the placing, allotment and listing of the
|
||||
Company’s Shares.
|
||||
The Directors confirm that, to the best of the ir knowledge, the consideration paid by the
|
||||
placees or the public (as the case may be) di rectly or indirectly for each Offer Share
|
||||
subscribed for or purchased by them was the same as the final Offer Price in addition to
|
||||
any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||||
ADDITIONAL INFORMATION
|
||||
Placing to connected clients with a prior c onsent under paragraph 5(1) of the Placing
|
||||
Guidelines
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has
|
||||
granted, a consent under paragraph 5(1) o f the Placing Guidelines to permit CITIC
|
||||
Securities International C apital Management Limited t o participate in the Global
|
||||
Offering as a placee. Details of the placem ent to connected clients are set out below.
|
||||
Connected
|
||||
distributor Connected client Relationship
|
||||
Whether the
|
||||
connected client
|
||||
will hold the
|
||||
beneficial interests
|
||||
of the Offer
|
||||
Shares on a
|
||||
non-discretionary
|
||||
basis or
|
||||
discretionary basis
|
||||
for independent
|
||||
third partis
|
||||
Number of
|
||||
O f f e rS h a r e st o
|
||||
be allocated to
|
||||
the connected
|
||||
client
|
||||
Approximate
|
||||
percentage of
|
||||
Offer Shares
|
||||
a l l o c a t e dt ot h e
|
||||
connected client
|
||||
Approximate
|
||||
percentage of
|
||||
total issued
|
||||
share capital
|
||||
after the Global
|
||||
Offering
|
||||
CLSA Limited
|
||||
(‘‘CLSA ’’)
|
||||
CITIC Securities
|
||||
International
|
||||
Capital
|
||||
Management
|
||||
Limited
|
||||
(‘‘CSI ’’)
|
||||
(Note 1)
|
||||
CSI is a member
|
||||
of the same
|
||||
group of
|
||||
CLSA
|
||||
Non-discretionary
|
||||
basis
|
||||
8,514,000 3.55% 0.89%
|
||||
–9–
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
Note:
|
||||
1. CSI will act as the single counterparty of a back -to-back total return swap transaction (the ‘‘ CSI
|
||||
Back-to-back TRS ’ ’ )t ob ee n t e r e di n t ob yC S Ii nc o n n e c t i o nw i t hat o t a lr e t u r ns w a po r d e r( t h e‘ ‘CSI
|
||||
Client TRS ’’) placed by its ultimate client (the ‘‘ CSI Ultimate Client ’’), by which CSI will pass the full
|
||||
economic exposure of the Offer Shares placed to CS I to the CSI Ultimate Client. CSI will hold the
|
||||
beneficial interest of the Offer Shares on behalf o f the CSI Ultimate Client on a non-discretionary
|
||||
basis. The CSI Ultimate Client may exercise an ear ly termination right to early terminate the CSI
|
||||
Client TRS at any time from the trade date of the CSI Client TRS which should be on or after the date
|
||||
on which the Offer Shares are listed on the Stock Exc hange. Upon the final maturity or termination of
|
||||
the CSI Client TRS by the CSI Ultimate Client, CSI w ill dispose of the Offer Shares on the secondary
|
||||
market and the CSI Ultimate Client will receive a f inal termination amount of the CSI Back-to-back
|
||||
TRS which should have taken into account all the economic returns or economic loss in relation to
|
||||
the Offer Shares and the fixed amount of transac tion fees of the CSI Back-to-back TRS and the CSI
|
||||
Client TRS. CSI will not exercise the voting right of the Offer Shares during the terms of the CSI
|
||||
Back-to-back TRS.
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has
|
||||
granted, a consent under paragraph 5(1) o f the Placing Guidelines to permit the
|
||||
Company to allocate such Offer Shares in the International Offering to the connected
|
||||
client listed above. The allocation of O ffer Shares to such connected client is in
|
||||
compliance with all the conditions under the consent granted by the Stock Exchange.
|
||||
PUBLIC FLOAT
|
||||
Immediately following the completio n of the Global Offering, 240,000,000 Shares,
|
||||
representing approximatel y 25.0% of the issued share capital of the Company will be
|
||||
held in the public hands, satisfying the minimum percentage as prescribed in the waiver
|
||||
granted by the Stock Exchange from strict com pliance with the requirements under Rule
|
||||
8.08(1)(a) of the Listing Rules.
|
||||
The Directors confirm that, immediatel y following the completion of the Global
|
||||
Offering, (i) no placee will, individually, b e placed more than 10% of the enlarged issued
|
||||
share capital of the Company immediately aft er the Global Offering; (ii) there will not be
|
||||
any new substantial Shareholder immediately a fter the Global Offering; (iii) the three
|
||||
largest public Shareholders do not hold more than 50% of the Shares held in the public
|
||||
hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing
|
||||
Rules; and (iv) there will be at least 300 Sh areholders at the time of the Listing in
|
||||
compliance with Rule 8.08(2) of the Listing Rules.
|
||||
–1 0–
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Li mited, The Stock Exchange of Hong Kong
|
||||
Limited (the ‘‘Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited
|
||||
(‘‘HKSCC ’’) take no responsibility for the contents of this announcement, make no
|
||||
representation as to its accuracy or complet eness and expressly d isclaim any liability
|
||||
whatsoever for any loss howsoever arising f rom or in reliance upon the whole or any part
|
||||
of the contents of this announcement.
|
||||
This announcement is not for relea se, publication, distribution, directly or indirectly, in or
|
||||
into the United States (including its terri tories and possessions, any state of the United
|
||||
States and the District of Columbia). This announcement does not constitute or form a
|
||||
part of any offer or solicitation to purchas e or subscribe for securities in the United
|
||||
States. The securities mentioned herein hav e not been, and will not be, registered under
|
||||
the United States Securities Act of 1933, as amended (the ‘‘ U.S. Securities Act ’’). The
|
||||
s e c u r i t i e sm a yn o tb eo f f e r e do rs o l di nt h eU nited States except pursuant to an exemption
|
||||
from the registration requirements of the U. S. Securities Act and in compliance with any
|
||||
applicable state securities laws, or outside the United States unless in compliance with
|
||||
Regulation S under the U.S. Securities Act. The re will be no public offer of securities in
|
||||
the United States.
|
||||
The Offer Shares are being offered and so ld outside the United States in offshore
|
||||
transactions in reliance on Regulat ion S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation
|
||||
or offer to acquire, purchase or subscrib e for securities. This announcement is not a
|
||||
prospectus. Potential investors shoul d read the Prospectus dated December 31, 2024
|
||||
issued by New Gonow Recreational Vehicles In c. for detailed information about the
|
||||
Global Offering described below before deci ding whether or not to invest in the Shares
|
||||
thereby being offered.
|
||||
* Potential investors of the Offer Shares sh ould note that the Overall Coordinators (for
|
||||
themselves and on behalf of the Hong Ko ng Underwriters) shall be entitled to
|
||||
terminate their obligations under the H ong Kong Underwriting Agreement with
|
||||
immediate effect upon the occurrence of any of the events set out in the section headed
|
||||
‘‘Underwriting — Underwriting Arrangements and Expenses — The Hong Kong
|
||||
Public Offering — Grounds for Termination’’ in the Prospectus at any time prior to
|
||||
8 : 00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be
|
||||
on January 13, 2025).
|
||||
–1 1–
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
COMMENCEMENT OF DEALINGS
|
||||
Share certificates will only become valid evidence of title at 8 : 00 a.m. on Monday,
|
||||
January 13, 2025 (Hong Kong time), provid ed that the Global Offering has become
|
||||
unconditional in all respects and the right of ter mination described in the section headed
|
||||
‘‘Underwriting’’ in the Prospectus has not been exercised. Investors who trade Shares
|
||||
prior to the receipt of Share certificates or the Share certificates becoming valid evidence
|
||||
of title do so entirely at their own risk.
|
||||
Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on
|
||||
Monday, January 13, 2025 (Hong Kong time), i t is expected that dealings in the Shares
|
||||
on the Stock Exchange will commence at 9 : 00 a.m. on Monday, January 13, 2025 (Hong
|
||||
Kong time). The Shares will be traded in board lots of 2,000 Shares each and the stock
|
||||
code of the Shares will be 0805.
|
||||
By order of the Board
|
||||
New Gonow Recreational Vehicles Inc.
|
||||
Miao Xuezhong
|
||||
Chairman and Executive Director
|
||||
Hong Kong, January 10, 2025
|
||||
As of the date of this announcement, the Board of Directors comprises: (i) Mr. Miao
|
||||
Xuezhong, Mr. Liu Tao, Ms. Liu Qin and Mr. Andrew Robert Crank as executive
|
||||
Directors; and (ii) Mr. Yu Mingyang, Ms. He Jie and Ms. Ng Weng Sin as independent
|
||||
non-executive Directors.
|
||||
–1 2–
|
||||
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|
||||
--- page 1 ---
|
||||
1
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated May 17, 2024 (the “Prospectus ”) issued by Qunabox Group Limited (ණྠ ) (the
|
||||
“Company ”).
|
||||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
|
||||
offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
|
||||
Offering described below before deciding whether or not to invest in the Offer Shares.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||||
(including its territories and possessions, any state of the United States and the District of Columbia) or to any person
|
||||
(as defined in Regulation S under the U.S. Securities Act of 1933, as amended from time to time, (the “U.S. Securities
|
||||
Act”)) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute
|
||||
or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any
|
||||
other jurisdictions.
|
||||
The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities law of
|
||||
the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an
|
||||
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer
|
||||
Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under
|
||||
the U.S. Securities Act. There will be no public offer of securities in the United States.
|
||||
No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried out in
|
||||
relation to the Global Offering.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
|
||||
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Overall Coordinator
|
||||
(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting
|
||||
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting –
|
||||
Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus
|
||||
at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is currently expected to be on Monday,
|
||||
May 27, 2024.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
Qunabox Group Limited
|
||||
ණྠ
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
j 19,704,000 Shares
|
||||
Number of Hong Kong Offer Shares j 1,970,400 Shares
|
||||
Number of International Offer Shares j 17,733,600 Shares
|
||||
Final Offer Price j HK$25.00 per Offer Share, plus
|
||||
brokerage of 1.0%, SFC transaction
|
||||
levy of 0.0027%, Stock Exchange
|
||||
trading fee of 0.00565% and AFRC
|
||||
transaction levy of 0.00015%
|
||||
Nominal value j US$0.00001 per Share
|
||||
Stock code j 0917
|
||||
Sole Sponsor, Sole Overall Coordinator,
|
||||
Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
⳪暲@:9)
|
||||
Joint Lead Managers
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
QUNABOX GROUP LIMITED / 趣致集團
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||||
as those defined in the prospectus dated 17 May 2024 (the “Prospectus”) issued by Qunabox Group (趣致集
|
||||
團) Limited (the “Company”).
|
||||
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the Shares could move
|
||||
substantially even with a small number of Shares traded and should exercise extreme caution when
|
||||
dealing in the Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 0917
|
||||
Stock short name QUNABOX GROUP
|
||||
Dealings commencement date 27 May 2024*
|
||||
*see note at the end of the announcement
|
||||
Price Information
|
||||
Final Offer Price HK$25.00
|
||||
Offer Price Range HK$25.00 - HK$29.70
|
||||
Offer Price Adjustment exercised No
|
||||
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 19,704,000
|
||||
Number of Offer Shares in Public Offer 1,970,400
|
||||
Number of offer shares in International Offer 17,733,600
|
||||
Number of issued shares upon Listing 262,705,446
|
||||
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$492.60 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$(72.09) million
|
||||
Net proceeds HK$420.51 million
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
|
||||
of proceeds, please refer to the Prospectus dated 17 May 2024.
|
||||
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
PUBLIC OFFER
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
No. of valid applications 5,765
|
||||
No. of successful applications 4,206
|
||||
Subscription level 12.05 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Public Offer 1,970,400
|
||||
Final no. of Offer Shares under the Public Offer 1,970,400
|
||||
% of final no. of Offer Shares under the Public Offer to the Global
|
||||
Offering
|
||||
10.0%
|
||||
|
||||
Note: For details of the final allocation of shares to the Public Offer , investors can refer to
|
||||
www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or
|
||||
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
|
||||
INTERNATIONAL OFFER
|
||||
|
||||
No. of placees 243
|
||||
Subscription Level 1.11 times
|
||||
No. of Offer Shares initially available under the International Offer 17,733,600
|
||||
Final no. of Offer Shares under the International Offer 17,733,600
|
||||
% of final no. of Offer Shares under the International Offer to the
|
||||
Global Offering
|
||||
90.0%
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
|
||||
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
|
||||
Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
|
||||
shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii) none of
|
||||
the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from
|
||||
the Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial
|
||||
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
|
||||
associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
|
||||
name or otherwise held by him/her/it.
|
||||
The placees in the International Offer include the following:
|
||||
Cornerstone Investor
|
||||
|
||||
Investor
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering
|
||||
(assuming no
|
||||
exercise of any
|
||||
options granted
|
||||
under the Stock
|
||||
Incentive Plan)
|
||||
Existing
|
||||
shareholders or
|
||||
their close
|
||||
associates
|
||||
Golden Future LPF
|
||||
(金利富通有限合夥
|
||||
基金) (“Golden
|
||||
Future”) 3,127,600 15.87% 1.19% No
|
||||
Total 3,127,600 15.87% 1.19%
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
Allottees who are customer(s) or client(s) / supplier(s) of the issuer
|
||||
|
||||
Investor
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering
|
||||
(assuming no
|
||||
exercise of any
|
||||
options granted
|
||||
under the Stock
|
||||
Incentive Plan) Relationship
|
||||
Golden Future 3,127,600 15.87% 1.19%
|
||||
The limited partner
|
||||
of Golden Future is
|
||||
the beneficial
|
||||
owner of the
|
||||
customer of the
|
||||
issuer
|
||||
Total 3,127,600 15.87% 1.19%
|
||||
|
||||
Allottees with waivers/consents obtained
|
||||
|
||||
Investor
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering
|
||||
(assuming no
|
||||
exercise of any
|
||||
options under Stock
|
||||
Incentive Plan) Relationship
|
||||
Golden Future Note 1 3,127,600 15.87% 1.19%
|
||||
CNI Securities
|
||||
Group Limited (中國
|
||||
北方證券集團有限
|
||||
公司 ), a distributor,
|
||||
is the sole general
|
||||
partner of Golden
|
||||
Future Note 1
|
||||
Total 3,127,600 15.87% 1.19%
|
||||
Note:
|
||||
(1) The sole general partner of Golden Future is CNI Securities Group Limited (中國北方證券集團有限公司). The Company
|
||||
has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of the Placing
|
||||
Guidelines (as defined below) to permit the Company to allocate such Offer Shares in the International Offering to Golden
|
||||
Future. The allocation of Offer Shares to Golden Future is in compliance with all the conditions under the consent granted
|
||||
by the Stock Exchange. For details, please refer to the section headed “OTHERS / ADDITIONAL INFORMATION” below.
|
||||
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
Name
|
||||
Number of
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of shareholding in the
|
||||
Company subject to lock-up
|
||||
undertakings upon Listing
|
||||
(assuming no exercise of any
|
||||
options granted under the
|
||||
Stock Incentive Plan)
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
Beyond Branding
|
||||
Limited
|
||||
(“Beyond
|
||||
Branding”)Note 1
|
||||
72,294,252 27.52% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
Q-robot Holding
|
||||
Limited (“Q-
|
||||
robot”)Note 1
|
||||
8,819,184 3.36% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
Kiosk Joy
|
||||
Holding Limited
|
||||
(“Kiosk Joy”)Note
|
||||
1
|
||||
8,819,184 3.36% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
INSIGMA
|
||||
Limited
|
||||
(“INSIGMA”)Note
|
||||
1
|
||||
4,409,592 1.68% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
NeoBox Holding
|
||||
Limited
|
||||
(“NeoBox”)Note 1
|
||||
4,409,592 1.68% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
Q-robot shop
|
||||
Limited (“Q-
|
||||
robot shop”)Note 1
|
||||
4,409,592 1.68% 26 November 2024 (First Six-
|
||||
Month Period)Note 2
|
||||
26 May 2025 (Second Six-Month
|
||||
Period)Note 3
|
||||
Subtotal 103,161,396 39.27%
|
||||
In accordance with the relevant Listing Rules/guidance materials, the required lock -up for the first six -
|
||||
month period ends on 26 November 2024 and for the second six-month period, on 26 May 2025.
|
||||
Notes:
|
||||
(1) Immediately following completion of the Global Offering (assuming no exercise of any options granted under the Stock
|
||||
Incentive Plan), (i) Ms. Yin, through Jovie Trust and its holding vehicles Jovie Holding Limited and Beyond Branding, will be
|
||||
able to exercise 27.52% of the voting rights in the Company; (ii) YIN Juelian (殷珏蓮), through Helena Trust and its holding
|
||||
vehicles Helenatest Holding Limited and Q -robot, will be able to exercise 3.36% of the voting rights in the Company; (iii)
|
||||
CAO Liwen ( 曹理文), through Liwen Trust and its holding vehicles Iwan Holding Limited and Kiosk Joy, will be able to
|
||||
exercise 3.36% of the voting rights in the Company; (iv) WU Wenhong ( 吳文洪), through his holding vehicle INSIGMA, will
|
||||
be able to exercise 1.68% of the voting rights in the Company; (v) HUANG Aihua ( 黃愛華), through his holding vehicles
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
Name
|
||||
Number of
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of shareholding in the
|
||||
Company subject to lock-up
|
||||
undertakings upon Listing
|
||||
(assuming no exercise of any
|
||||
options granted under the
|
||||
Stock Incentive Plan)
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
NeoWay Holding Limited and NeoBox, will be able to exercise 1.68% of the voting rights in the Company; and (vi) QIAN Jun
|
||||
(錢俊), through his holding vehicle Q-robot shop, will be able to exercise 1.68% of the voting rights in the Company.
|
||||
On 27 June 2023, the Concert Parties (namely Ms. Yin, YIN Juelian (殷珏蓮), CAO Liwen (曹理文), WU Wenhong (吳文洪),
|
||||
HUANG Aihua (黃愛華) and QIAN Jun ( 錢俊)) entered into an acting -in-concert agreement to confirm that they have been
|
||||
acting in concert by aligning their votes and following Ms. Yin’s directions when exercising their voting rights at the
|
||||
shareholders’ meetings in the Group since they became interested in Shanghai Quna, respectively, and they also acknowledged
|
||||
and agreed that they had and would continue to, for so long as they remain interested in the Shares, defer their voting powers
|
||||
through their respective holding vehicles and family trusts to Ms. Yin. For details, please refer to the paragraphs headed
|
||||
“History, Reorganization and Corporate Structure – Acting-in-Concert Agreement” in the Prospectus. Immediately upon
|
||||
completion of the Global Offering (assuming no exercise of any options granted under the Stock Incentive Plan), the Concert
|
||||
Parties will be entitled to exercise approximately 39.27% of the voting power at general meetings of the Company. Therefore,
|
||||
the Concert Parties together with the relevant holding vehicles (i.e. Jovie Holding Limited, Beyond Branding, Helenatest
|
||||
Holding Limited, Q-robot, Iwan Holding Limited, Kiosk Joy, INSIGMA, NeoWay Holding Limited, NeoBox and Q-robot shop),
|
||||
are considered as a group of the Controlling Shareholders upon Listing.
|
||||
(2) The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to the condition that the
|
||||
Controlling Shareholder will not cease to be a Controlling Shareholder.
|
||||
(3) The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||||
|
||||
Pre-IPO Investors
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
no exercise of any
|
||||
options granted under
|
||||
the Stock Incentive
|
||||
Plan)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Banyan Pacific
|
||||
Technology Investment
|
||||
Limited (“Banyan
|
||||
Pacific”)Note 4
|
||||
22,610,668 8.61% 22 November 2024Note 1
|
||||
Shanghai Junna
|
||||
Enterprise Management
|
||||
Partnership (Limited
|
||||
Partnership) / 上海君拿
|
||||
企業管理合夥企業(有
|
||||
限合夥)
|
||||
21,999,948 8.37% 22 November 2024Note 1
|
||||
Shanghai Yuanyuqu
|
||||
Enterprise Management,
|
||||
L.P. / 上海源與趣企業
|
||||
管理合夥企業(有限合
|
||||
夥) (“Shanghai
|
||||
Yuanyuqu”)Note 2
|
||||
21,301,836 8.11% 22 November 2024Note 1
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
no exercise of any
|
||||
options granted under
|
||||
the Stock Incentive
|
||||
Plan)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Xiamen C&D Emerging
|
||||
Industry Equity
|
||||
Investment No. 1
|
||||
Partnership (Limited
|
||||
Partnership) / 廈門建發
|
||||
新興產業股權投資壹號
|
||||
合夥企業(有限合夥)
|
||||
18,000,036 6.85% 22 November 2024Note 1
|
||||
Shanghai Hongjiuqu
|
||||
Enterprise Management
|
||||
Partnership (Limited
|
||||
Partnership) / 上海弘玖
|
||||
趣企業管理合夥企業
|
||||
(有限合夥)
|
||||
8,470,588 3.22% 22 November 2024Note 1
|
||||
LAU, Siu Ying / 劉小鷹 7,805,712 2.97% 22 November 2024Note 1
|
||||
BPC Alpha Limited
|
||||
(“BPC”)Note 4
|
||||
7,688,450 2.93% 22 November 2024Note 1
|
||||
Shanghai Yuanqu
|
||||
Enterprise Management,
|
||||
L.P. / 上海源趣叁期企
|
||||
業管理合夥企業(有限
|
||||
合夥) (Ferry Phase
|
||||
III)Note 2
|
||||
6,999,954 2.66% 22 November 2024Note 1
|
||||
Ai Liang Shan Holdings
|
||||
Limited
|
||||
6,166,528 2.35% 22 November 2024Note 1
|
||||
Shanghai Yuanjizhi
|
||||
Enterprise Management,
|
||||
L.P. / 上海源及致企業
|
||||
管理合夥企業(有限合
|
||||
夥) (“Shanghai
|
||||
Yuanjizhi”)Note 2
|
||||
4,000,020 1.52% 22 November 2024Note 1
|
||||
Shanghai Yingmaisheng
|
||||
Enterprise Management
|
||||
Partnership (Limited
|
||||
Partnership) / 上海鷹脈
|
||||
升企業管理合夥企業
|
||||
(有限合夥) (“Shanghai
|
||||
Yingmaisheng”)Note 3
|
||||
3,386,663 1.29% 22 November 2024Note 1
|
||||
QFUN Tech Group LTD 2,864,472 1.09% 22 November 2024Note 1
|
||||
QFUN Holding Limited 2,599,941 0.99% 22 November 2024Note 1
|
||||
Sinoace Holdings
|
||||
Limited
|
||||
2,545,307 0.97% 22 November 2024Note 1
|
||||
Yuanzhan Equity
|
||||
Investment Management
|
||||
1,399,968 0.53% 22 November 2024Note 1
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
no exercise of any
|
||||
options granted under
|
||||
the Stock Incentive
|
||||
Plan)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
(Shanghai) Co., Ltd. / 遠
|
||||
瞻股權投資管理(上海)
|
||||
有限公司
|
||||
Shanghai Eaglespeed
|
||||
Enterprise Management
|
||||
Partnership (Limited
|
||||
Partnership) / 上海鷹之
|
||||
速企業管理合夥企業
|
||||
(有限合夥) (“Shanghai
|
||||
Eaglespeed”)Note 3
|
||||
799,983 0.30% 22 November 2024Note 1
|
||||
Shanghai Xiangyiqu
|
||||
Business Management
|
||||
Partnership (Limited
|
||||
Partnership) / 上海湘宜
|
||||
趣企業管理合夥企業
|
||||
(有限合夥) (“Shanghai
|
||||
Xiangyiqu”)Note 3
|
||||
599,988 0.23% 22 November 2024Note 1
|
||||
Beyond Marketing
|
||||
Holding Limited
|
||||
599,988 0.23% 22 November 2024Note 1
|
||||
Subtotal 139,840,050 53.23%
|
||||
Note:
|
||||
(1)The expiry date of the lock-up period shown in the table above is pursuant to the shareholders’ agreement entered into among
|
||||
the Company and the Shareholders on 29 June 2023 and the shareholders’ resolutions of the Company dated 5 May 2024,
|
||||
under which each Pre-IPO Investor will not sell or otherwise transfer or dispose of any Shares (other than those permitted
|
||||
to be included in the Global Offering and other transfers to affiliates permitted by law) without prior wri tten consent of the
|
||||
Company and the Underwriters, for a period of time specified by the Underwriters of 180 days from the Listing Date.
|
||||
(2) Shanghai Yuanjizhi is a limited partnership established in the PRC on 1 November 2021 and it is owned as to approximately
|
||||
0.1% by Wuxi Ferry Phase II Investment Co., Ltd. ( 無錫源渡二期投資有限公司 ) as its general partner and as to
|
||||
approximately 99.9% by Ferry Phase II. Wuxi Ferry Phase II Investment Co., Ltd. (無錫源渡二期投資有限公司) is owned
|
||||
as to 86.5% by Shanghai Chuiying Enterprise Management Partnership ( 上海垂穎企業管理合夥企業 (有限合夥 ))
|
||||
(“Shanghai Chuiying”), which is in turn owned as to 35.0%, 33.0% and 32.0%, respectively, by ZHAN G Yuying (張裕英),
|
||||
WANG Xuefeng ( 王學峰) and HUANG Qinghua ( 黃清華), each an Independent Third Party. Pursuant to a voting proxy
|
||||
agreement dated 1 January 2021 entered into by WANG Xuefeng with ZHANG Yuying and HUANG Qinghua, respectively,
|
||||
each of ZHANG Yuying and HUANG Qinghua entrusted their respective voting power in Shanghai Chuiying to WANG
|
||||
Xuefeng. As such, WANG Xuefeng controls 100% voting power in Shanghai Chuiying. The general partner of Ferry Phase II
|
||||
is Wuxi Ferry Phase II Investment Co., Ltd. ( 無錫源渡二期投資有限公司), and Ferry Phase II has seven limited partners,
|
||||
each with less than one-third partnership interest in Ferry Phase II. Lighthouse is one of the limited partners of Ferry Phase
|
||||
II. Shanghai Yuanyuqu is a limited partnership established in the PRC on 1 November 2021 and it is owned as to
|
||||
approximately 0.09% by Wuxi Ferry Venture Capital Investment Management Limited ( 無錫源渡股權投資管理有限公司)
|
||||
(“Wuxi Ferry”) as its general partner and as to 99.91% by Ferry Phase I as its limited partner. Wuxi Ferry is owned as to
|
||||
44.17% by Ferry Equity Investment Management (Shanghai) Co., Ltd. (源渡股權投資管理(上海)有限公司) as the single
|
||||
largest shareholder. Ferry Equity Investment Management (Shanghai) Co., Ltd. ( 源渡股權投資管理(上海)有限公司) is in
|
||||
turn owned as to 35.0%, 33.0% and 32.0%, respectively, by DAI Yanjuan ( 戴燕娟), WANG Xuefeng (王學峰) and HUANG
|
||||
Qinghua (黃清華). Pursuant to a voting proxy agreement dated 1 January 2021 entered into by WANG Xuefeng with DAI
|
||||
Yanjuan and HUANG Qinghua, respectively, each of DAI Yanjuan and HUANG Qinghua entrusted their respective voting
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
no exercise of any
|
||||
options granted under
|
||||
the Stock Incentive
|
||||
Plan)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
power in Ferry Equity Investment Management (Shanghai) Co., Ltd. ( 源渡股權投資管理 (上海)有限公司 ) to WANG
|
||||
Xuefeng. As such, WANG Xuefeng controls 100% voting power in Ferry Equity Investment Management (Shanghai) Co., Ltd.
|
||||
(源渡股權投資管理(上海)有限公司). The general partner of Ferry Phase I is Wuxi Ferry and Ferry Phase I has five limited
|
||||
partners, including Mr. JIN Yong (金勇) being the largest limited partner with 39.60% partnership interest and the remaining
|
||||
four limited partners each holding less than one-third partnership interest. Ferry Phase III is a limited partnership established
|
||||
in the PRC on 25 October 2021 and it is owned as to approximately 0.03% by Wuxi Ferry Weilun Enterprise Management
|
||||
Partnership (Limited Partnership) (無錫源渡偉倫企業管理合夥企業(有限合夥)) (“Ferry Weilun”) as its general partner
|
||||
and as to approximately 99.97% by Suzhou Ferry as its limited partner. Ferry Weilun is owned as to 7.01% by Wuxi Ferry
|
||||
Growth Enterprise Management Co., Ltd. (無錫源渡成長企業管理有限公司) (“Ferry Growth”) as its general partner and
|
||||
92.98% by Shanghai Chuiying. Ferry Growth is wholly owned by Ferry Equity Investment Management (Shanghai) Co., Ltd.
|
||||
(源渡股權投資管理(上海)有限公司), which is in turn owned as to 35.0%, 33.0% and 32.0%, respectively, by DAI Yanjuan
|
||||
(戴燕娟), WANG Xuefeng (王學峰) and HUANG Qinghua (黃清華). Shanghai Chuiying is owned as to 35.0%, 33.0% and
|
||||
32.0%, respectively, by ZHANG Yuying ( 張裕英), WANG Xuefeng ( 王學峰) and HUANG Qinghua ( 黃清華), each an
|
||||
Independent Third Party. The general partner of Suzhou Ferry is Ferry Weilun and Suzhou Ferry has 12 limited partners,
|
||||
including an affiliate of Xiamen C&D and Mr. ZHANG Fan ( 張帆). None of the 12 limited partners of Suzhou Ferry held
|
||||
more than 30% limited partnership interests in Suzhou Ferry.
|
||||
(3) Shanghai Eaglespeed is a limited partnership established in the PRC on 20 October 2021 and as of the Latest Practicable
|
||||
Date, it is owned as to 0.2494% by Beijing Eagles Fund Management Co., Ltd. (北京老鷹投資基金管理有限公司) (“Beijing
|
||||
Eagles”), a company owned as to 70.0% by Shanghai Eagles Investment Management Co., Ltd. (上海長鷹投資管理有限公
|
||||
司) which is wholly owned by Mr. ZHAO Keming ( 趙克明 ), as its general partner. Shanghai Xiangyiqu is a limited
|
||||
partnership established in the PRC on 27 October 2021 and as of the Latest Pr acticable Date, it was owned as to 0.3322%
|
||||
by Beijing Eagles as its general partner. Shanghai Yingmaisheng is a limited partnership established in the PRC on 20
|
||||
October 2021 and as of the Latest Practicable Date, it was owned as to 0.0238% by Shanghai Eagles Investment Management
|
||||
Co., Ltd. ( 上海長鷹投資管理有限公司) and as to 99.9762% by Nanjing Eagles Innovation Investment Center (Limited
|
||||
Partnership) (南京老鷹創新投資中心 (有限合夥)). Shanghai Eagles Investment Management Co., Ltd. ( 上海長鷹投資管
|
||||
理有限公司) is wholly owned by Mr. ZHAO Keming (趙克明).
|
||||
(4) Banyan Pacific is a limited liability company incorporated in the BVI and is wholly owned by Mr. Yeung Man. BPC is a limited
|
||||
liability company incorporated in the BVI and is owned as to 95.0% by Mr. Yeung Man.
|
||||
|
||||
Cornerstone Investor
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
no exercise of any
|
||||
options granted under
|
||||
the Stock Incentive
|
||||
Plan)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Golden FutureNote 1 3,127,600 1.19% 26 November 2024
|
||||
Subtotal 3,127,600 1.19%
|
||||
In accordance with the relevant Listing Rules/guidance materials, the required lock-up ends on 26 November 2024.
|
||||
Note: The Cornerstone Investor will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees Number of Shares allotted
|
||||
|
||||
Allotment as % of International Offering Allotment as % of total Offer Shares
|
||||
Number of
|
||||
Shares held upon Listing
|
||||
|
||||
% of total issued share capital upon
|
||||
Listing
|
||||
Top 1 3,127,600 17.64% 15.87% 3,127,600 1.19%
|
||||
Top 5 8,060,200 45.45% 40.91% 8,060,200 3.07%
|
||||
Top 10 11,733,800 66.17% 59.55% 11,733,800 4.47%
|
||||
Top 25 15,855,000 89.41% 80.47% 15,855,000 6.04%
|
||||
|
||||
Notes
|
||||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders*
|
||||
Number of Shares
|
||||
allotted
|
||||
|
||||
Allotment as % of
|
||||
International Offering
|
||||
Allotment as % of total
|
||||
Offer Shares
|
||||
Number of Shares held
|
||||
upon Listing
|
||||
% of total issued
|
||||
Shares capital upon
|
||||
Listing
|
||||
Top 1 0 0.00% 0.00% 103,161,396 39.27%
|
||||
Top 5 0 0.00% 0.00% 205,762,308 78.32%
|
||||
Top 10 3,127,600 17.64% 15.87% 236,119,370 89.88%
|
||||
Top 25 12,232,600 68.98% 62.08% 255,234,046 97.16%
|
||||
|
||||
Notes
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, 5,765 valid applications made
|
||||
by the public will be conditionally allocated on the basis set out below:
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED
|
||||
NO. OF
|
||||
SHARES NO. OF VALID OF THE TOTAL NO.
|
||||
OF
|
||||
APPLIED
|
||||
FOR APPLICATIONS BASIS OF ALLOTMENT / BALLOT SHARES APPLIED
|
||||
FOR
|
||||
POOL A
|
||||
200 2,636 1,582 out of 2,636 to receive 200 Shares 60.02%
|
||||
400 357 245 out of 357 to receive 200 Shares 34.31%
|
||||
600 164 118 out of 164 to receive 200 Shares 23.98%
|
||||
800 147 106 out of 147 to receive 200 Shares 18.03%
|
||||
1,000 257 193 out of 257 to receive 200 Shares 15.02%
|
||||
1,200 76 59 out of 76 to receive 200 Shares 12.94%
|
||||
1,400 29 23 out of 29 to receive 200 Shares 11.33%
|
||||
1,600 877 702 out of 877 to receive 200 Shares 10.01%
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
1,800 19 16 out of 19 to receive 200 Shares 9.36%
|
||||
2,000 204 184 out of 204 to receive 200 Shares 9.02%
|
||||
3,000 338 321 out of 338 to receive 200 Shares 6.33%
|
||||
4,000 88 84 out of 88 to receive 200 Shares 4.77%
|
||||
5,000 42 200 Shares 4.00%
|
||||
6,000 76 200 Shares plus 14 out of 76 to receive
|
||||
additional 200 Shares 3.95%
|
||||
7,000 43 200 Shares plus 16 out of 43 to receive
|
||||
additional 200 Shares 3.92%
|
||||
8,000 35 200 Shares plus 19 out of 35 to receive
|
||||
additional 200 Shares 3.86%
|
||||
9,000 19 200 Shares plus 13 out of 19 to receive
|
||||
additional 200 Shares 3.74%
|
||||
10,000 85 200 Shares plus 73 out of 85 to receive
|
||||
additional 200 Shares 3.72%
|
||||
12,000 29 400 Shares 3.33%
|
||||
14,000 16 400 Shares plus 5 out of 16 to receive
|
||||
additional 200 Shares 3.30%
|
||||
16,000 27 400 Shares plus 17 out of 27 to receive
|
||||
additional 200 Shares 3.29%
|
||||
18,000 20 400 Shares plus 18 out of 20 to receive
|
||||
additional 200 Shares 3.22%
|
||||
20,000 55 600 Shares 3.00%
|
||||
30,000 27 800 Shares 2.67%
|
||||
40,000 17 1,000 Shares 2.50%
|
||||
50,000 5 1,200 Shares 2.40%
|
||||
60,000 7 1,400 Shares 2.33%
|
||||
70,000 2 1,600 Shares 2.29%
|
||||
80,000 5 1,800 Shares 2.25%
|
||||
90,000 1 2,000 Shares 2.22%
|
||||
100,000 1 2,200 Shares 2.20%
|
||||
140,000 2 3,000 Shares 2.14%
|
||||
160,000 5 3,400 Shares 2.13%
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
5,711 Total number of Pool A successful
|
||||
applicants: 4,152
|
||||
|
||||
POOL B
|
||||
180,000 42 17,000 Shares 9.44%
|
||||
200,000 8 18,200 Shares 9.10%
|
||||
300,000 3 27,000 Shares 9.00%
|
||||
500,000 1 44,600 Shares 8.92%
|
||||
54 Total number of Pool B successful
|
||||
applicants: 54
|
||||
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||||
transaction levy and trading fee payable.
|
||||
OTHERS / ADDITIONAL INFORMATION
|
||||
Placing with a prior consent under paragraph 5(1) of the Appendix F1 to the Listing Rules (" Placing
|
||||
Guidelines")
|
||||
As part of the International Offering, the Company has entered into a cornerstone investment agreement
|
||||
with Golden Future, pursuant to which Golden Future has agreed to, subject to certain conditions,
|
||||
subscribe, or cause its designated entities to subscribe, at the Offer Price for such number of Offer Shares
|
||||
(rounded down to the nearest whole board lot of 200 Shares) as may be purchased for an aggregate amount
|
||||
of US$10.0 million (equivalent to approximately HK$78.2 million, calculated based on the currency
|
||||
translation of US$1.00 to HK$7.81909) (the “ Cornerstone Placing”). Under the International Offering,
|
||||
Golden Future has been placed with 3,127,600 Offer Shares at the Offer Price, representing approximately
|
||||
15.87% of the total number of Offer Shares initially available under the Global Offering and approximately
|
||||
1.19% of the total issued Shares of the Company upon completion of the Global Offering (assuming no
|
||||
exercise of any options under the Stock Incentive Plan).
|
||||
Golden Future is a limited partnership fund registered in Hong Kong on 10 November 2023 under the
|
||||
Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong) and is principally engaged
|
||||
in equity investment. The sole general partner of Golden Future is CNI Securities Group Limited.
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
As part of the placing under the international tranche of the Global Offering, CNI Securities Group Limited
|
||||
acts as a distributor. Due to (i) CNI Securities Group Limited, which is held as to 98.75% by Ms. BAO
|
||||
Quan (包全), is the sole general partner of Golden Future, and its capacity as a distributor in the Global
|
||||
Offering, and (ii) the sole investment manager and fund administrator of Golden Future is CNI Global
|
||||
Assets Management Limited ( 中國北方環球資產管理有限公司), which is licensed to conduct Type 9
|
||||
(asset management) of the regulated activities as defined under the SFO, and is wholly owned by Ms. BAO
|
||||
Quan (包全), allocation of the relevant Offer Shares under the Cornerstone Placing technically constitutes
|
||||
an allocation to a connected client of a distributor.
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
|
||||
paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
|
||||
International Offering to Golden Future. The allocation of Offer Shares to Golden Future is in compliance
|
||||
with all the conditions under the consent granted by the Stock Exchange.
|
||||
|
||||
DISCLAIMERS
|
||||
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock
|
||||
Exchange”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility
|
||||
for the contents of this announcement, make no representation as to its accuracy or completeness and
|
||||
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the
|
||||
whole or any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
|
||||
States (including its territories and possessions, any state of the United States and the District of
|
||||
Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase
|
||||
or subscribe for securities in the United States. The securities mentioned herein have not been, and will
|
||||
not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
|
||||
The securities may not be offered or sold in the United States except pursuant to an exemption from the
|
||||
registration requirements of the U.S. Securities Act and in compliance with any applicable state securities
|
||||
laws, or outside the Unit ed States unless in compliance with Regulation S under the U.S. Securities Act.
|
||||
There will be no public offer of securities in the United States.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance
|
||||
on Regulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors
|
||||
should read the Prospectus dated 17 May 2024 issued by Qunabox Group Limited (趣致集團) for detailed
|
||||
information about the Global Offering described below before deciding whether or not to invest in the
|
||||
Shares thereby being offered.
|
||||
*Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on
|
||||
behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong
|
||||
Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
|
||||
the paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public
|
||||
Offering – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time)
|
||||
on the Listing Date (which is currently expected to be on 27 May 2024).
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
PUBLIC FLOAT
|
||||
Immediately following the completion of the Global Offering, an aggregate of 96,943,122 Shares
|
||||
or approximately 36.90% of the issued share capital of the Company (assuming no exercise of
|
||||
any options granted under the Stock Incentive Plan) will be held in the public hands. Therefore,
|
||||
the number of Shares in the public hands represents no less than 25% of the total issued share
|
||||
capital of the Company, satisfying the minimum percentage requirement in compliance with Rule
|
||||
8.08(1) of the Listing Rules. The Directors also confirm that (i) no placee will, individually, be
|
||||
placed more than 10% of the enlarged issued share capital of the Company immediately after
|
||||
the Global Offering; (ii) there will not be any new substantial Shareholder immediately after the
|
||||
Global Offering; (iii) the three largest public Shareholders do not hold more than 50% of the
|
||||
Shares held in the public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24
|
||||
of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
|
||||
compliance with Rule 8.08(2) of the Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, May 27, 2024
|
||||
(Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||||
of termination described in the section headed “Underwriting ” in the Prospectus has not been
|
||||
exercised. Investors who trade the Shares on the basis of publicly available allocation details prior
|
||||
to the receipt of Share certificates or prior to the Share certificates becoming valid evidence of title
|
||||
do so entirely at their own risk.
|
||||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
|
||||
Hong Kong on Monday, May 27, 2024, it is expected that dealings in the Shares on the Stock
|
||||
Exchange will commence at 9:00 a.m. on Monday, May 27, 2024 (Hong Kong time).
|
||||
The Shares will be traded in board lots of 200 Shares each, and the stock code of the Shares will
|
||||
be 0917.
|
||||
By Order of the Board
|
||||
Qunabox Group Limited
|
||||
(ණྠ )
|
||||
Ms. YIN Juehui
|
||||
Chairwoman and Executive Director
|
||||
Hong Kong, May 24, 2024
|
||||
As of the date of this announcement, the board of directors of the Company comprises (i) Ms. YIN
|
||||
Juehui, Mr. CAO Liwen and Mr. HUANG Aihua as executive directors; (ii) Mr. DAI Jianchun and
|
||||
Mr. CHEN Rui as non-executive directors; and (iii) Dr. CHE Lufeng, Mr. ZHU Lin and Dr. YANG
|
||||
Bo as proposed independent non-executive directors.
|
||||
File diff suppressed because it is too large
Load Diff
@@ -0,0 +1,645 @@
|
||||
--- page 1 ---
|
||||
1
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated Thursday, December 12, 2024 (the “Prospectus ”) of Xiaocaiyuan International
|
||||
Holding Ltd. (the “Company ”).
|
||||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
|
||||
by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
|
||||
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
|
||||
Shares should be taken solely in reliance on the information provided in the Prospectus.
|
||||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
|
||||
of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
|
||||
not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
|
||||
where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
|
||||
subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been, and will not
|
||||
be, registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
|
||||
Act”), or any applicable state securities laws, and may not be offered, sold, pledged or transferred within the United
|
||||
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act
|
||||
(the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the
|
||||
U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||||
accordance with Regulation S. There will be no public offering of the Offer Shares in the United States.
|
||||
In connection with the Global Offering, UBS AG Hong Kong Branch, as the stabilizing manager (the “Stabilizing
|
||||
Manager ”) (or any person acting for it), on behalf of the Underwriters, may, to the extent permitted by applicable laws
|
||||
of Hong Kong or elsewhere, effect transactions with a view to stabilizing or maintaining the market price of the Shares
|
||||
at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
|
||||
no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action, which, if
|
||||
taken, (a) will be conducted at the sole and absolute discretion of the Stabilizing Manager (or any person acting for it)
|
||||
and in what the Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued
|
||||
at any time, and (c) is required to be brought to an end within 30 days after the last day for lodging applications under
|
||||
the Hong Kong Public Offering. Such stabilization action, if taken, may be effected in all jurisdictions where it is
|
||||
permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
|
||||
the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made
|
||||
under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||||
Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
|
||||
than the stabilization period which begins on the Listing Date, and is expected to expire on Thursday, January 16,
|
||||
2025, the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this
|
||||
date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
|
||||
could fall.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
|
||||
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
|
||||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
|
||||
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||||
events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public
|
||||
Offering – Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||||
Date.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
XIAOCAIYUAN INTERNATIONAL HOLDING LTD.
|
||||
ʮ̡
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
: 101,180,800 Offer Shares
|
||||
Number of Hong Kong Offer Shares : 10,118,400 Offer Shares
|
||||
Number of International Offer Shares : 91,062,400 Offer Shares
|
||||
Final Offer Price : HK$8.50 per Offer Share, plus brokerage of
|
||||
1.0%, SFC transaction levy of 0.0027%,
|
||||
AFRC transaction levy of 0.00015% and
|
||||
Hong Kong Stock Exchange trading fee of
|
||||
0.00565% (payable in full on application
|
||||
in Hong Kong dollars and subject to
|
||||
refund)
|
||||
Nominal value : US$0.00001 per Share
|
||||
Stock code : 0999
|
||||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
Overall Coordinator, Joint Global Coordinator,
|
||||
Joint Bookrunner and Joint Lead Manager
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
Joint Lead Managers
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
XIAOCAIYUAN INTERNATIONAL HOLDING LTD. / 小菜園國際控股有限公司
|
||||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated December 12, 2024 (the “Prospectus”) issued by Xiaocaiyuan International Holding
|
||||
Ltd. (the “Company”).
|
||||
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders
|
||||
and prospective investors should be aware that the price of the Shares could move substantially even with a
|
||||
small number of Shares traded and should exercise extreme caution when dealing in the Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 0999
|
||||
Stock short name XIAOCAIYUAN
|
||||
Dealings commencement date December 20, 2024*
|
||||
*see note at the end of the announcement
|
||||
Price Information
|
||||
Final Offer Price HK$8.50
|
||||
Offer Price Adjustment exercised No
|
||||
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 101,180,800
|
||||
Number of Offer Shares in Hong Kong Public Offering 10,118,400
|
||||
Number of Offer Shares in International Offer 91,062,400
|
||||
Number of issued Shares upon Listing 1,176,518,800
|
||||
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 0
|
||||
The Overall Coordinators confirmed that there has been no over -allocation of the Offer Shares in the International
|
||||
Offering. Therefore, it is expected that the Over -Allotment Option will not be exercised and the Stock Borrowing
|
||||
Agreement will not be entered into for the purpose of covering over-allocations in the International Offering.
|
||||
Proceeds
|
||||
Gross proceeds Note 1 HK$ 860.0 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price Note 2
|
||||
HK$ (65.3) million
|
||||
Net proceeds HK$794.8 million
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
Notes:
|
||||
1. 1. Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of proceeds,
|
||||
please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
|
||||
2. 2. Assuming no incentive fee is paid.
|
||||
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
|
||||
No. of valid applications 2,488
|
||||
No. of successful applications 2,488
|
||||
Subscription level 1.44 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Hong Kong Public
|
||||
Offering
|
||||
10,118,400
|
||||
Final no. of Offer Shares under the Hong Kong Public Offering 10,118,400
|
||||
% of Offer Shares under the Hong Kong Public Offering to the
|
||||
Global Offering
|
||||
10%
|
||||
|
||||
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
|
||||
https://www.hkeipo.hk/iporesult to perform a search by name or identification number or
|
||||
https://www.hkeipo.hk/iporesult for the full list of allottees.
|
||||
INTERNATIONAL OFFER
|
||||
|
||||
No. of placees 131
|
||||
Subscription Level 1.29 times
|
||||
No. of Offer Shares initially available under the International Offer 91,062,400
|
||||
Final no. of Offer Shares under the International Offer 91,062,400
|
||||
% of Offer Shares under the International Offer to the Global
|
||||
Offering
|
||||
90%
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
|
||||
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
|
||||
Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
|
||||
shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the
|
||||
placees and the public who have purchased the Offer Shares are accustomed to taking instructions from the
|
||||
Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial shareholders,
|
||||
existing shareholders of the Company or any of its subsidiaries or their respective close associates in relation to
|
||||
the acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by
|
||||
him/her/it.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
The placees in the International Offer include the following:
|
||||
Allottees with waivers/consents obtained
|
||||
Investor
|
||||
No. of
|
||||
shares
|
||||
allocated
|
||||
% of offer
|
||||
shares
|
||||
% of total issued
|
||||
share capital after
|
||||
the Global
|
||||
Offering Relationship
|
||||
Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the
|
||||
Guide for New Listing Applicants in relation to allocations to connected client Note 1
|
||||
Huatai Capital
|
||||
Investment Limited 6,064,800 6.0% 0.5% Connected Client
|
||||
Total 6,064,800 6.0% 0.5%
|
||||
Note:
|
||||
1. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
|
||||
New Listing Applicants in relation to allocations to connected client, please refer to the section headed “Other
|
||||
Information – Placing to connected client with a prior consent under paragraph 5(1) of the Placing Guidelines”
|
||||
in this announcement.
|
||||
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in
|
||||
the Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
XCY Yongqing Limited
|
||||
Note 1 and Note 2 429,714,000 36.52% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
XCY Xuyuan Limited
|
||||
Note 1 275,429,000 23.41% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
XCY Zhiyuan Limited
|
||||
Note 1 69,714,000 5.93% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in
|
||||
the Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
XCY Huiming Limited
|
||||
Note 1 56,000,000 4.76% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
XCY Weiyuan Limited
|
||||
Note 1 26,857,000 2.28% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
XCY Liyuan Limited
|
||||
Note 1
|
||||
20,571,000
|
||||
1.75% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
XCY Future Limited
|
||||
Note 1 121,715,000 10.35% 20 June 2025
|
||||
(First Six-Month Period) Note 3
|
||||
20 December 2025
|
||||
(Second Six-Month Period) Note 4
|
||||
20 June 2026 Note 5
|
||||
Subtotal 1,000,000,000 85.00%
|
||||
Notes:
|
||||
1. Mr. Wang is the sole director of each of the BVI Entities and therefore entitled to control the voting power of
|
||||
each of the BVI Entities. In light of the above, Mr. Wang is deemed to be interested in 85.00% of the Shares of
|
||||
the Company upon Listing, including the equity interest held by XCY Yongqing Limited, XCY Xuyuan Limited,
|
||||
XCY Zhiyuan Limited, XCY Huiming Limited, XCY Weiyuan Limited, XCY Liyuan Limited and XCY Future
|
||||
Limited.
|
||||
2. Mr. Wang, Mr. Li Daoqing, Mr. Tian Chunyong, Mr. Zhou Bin, Mr. Tao Xu’an, Mr. Ye Hongli, Mr. Fang
|
||||
Zhiguo, Ms. Wang Weifang and Mr. Chen Haiyan held 29.26%, 9.84%, 9.84%, 9.84%, 9.84%, 8.51%, 8.51%,
|
||||
7.18% and 7.18% of the equity interests in XCY Yongqing Li mited. Since the incorporation of the Company in
|
||||
2021, Mr. Wang and the Other Individual Shareholders have been acting in concert by aligning their votes of
|
||||
XCY Yongqing Limited. On October 10, 2023, Mr. Wang entered into the Acting in Concert Agreement with the
|
||||
Other Individual Shareholders, pursuant to which they confirmed that they have been acting in concert since
|
||||
the incorporation of Company in 2021 and will continue to act in concert by aligning their votes of XCY
|
||||
Yongqing Limited, and that the Other Individual Shareholders will follow Mr. Wang’s decisions in relation to
|
||||
the exercise of the voting rights by XCY Yongqing Limited. In light of above, each of the Other Individual
|
||||
Shareholders also constitutes a Controlling Shareholder of the Company upon c ompletion of the Global
|
||||
Offering.
|
||||
3. In accordance with the relevant Listing Rule/guidance materials , the required lock-up for the First Six -Month
|
||||
Period ends on 20 June 2025.
|
||||
4. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-Month
|
||||
Period ends on 20 December 2025.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in
|
||||
the Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
5. Each of the shareholders of the BVI entities (excluding Ms. Wang Yuan and Mr. Wang Fuxiang) agrees that (a)
|
||||
during the period of 18 months from the Listing Date, he/she shall not dispose of any of the Shares he/she held,
|
||||
directly or indirectly, in the Company; (b) upon the expiration of the 18 months period after the Listing Date,
|
||||
the shareholders of the BVI entities, in total, shall decrease their shareholding in the Company at the time of
|
||||
Listing to the extent no more than 45%, subject to the condition that durin g the period of 18 months to 30
|
||||
months, 30 months to 42 months, 42 months to 54 months, 54 months to 66 months from the Listing Date and
|
||||
upon the expiration of the 66 months period after the Listing Date, they shall decrease their shareholdings in
|
||||
the Comp any at the time of Listing to the extent no more than 27%, 4.5%, 4.5%, 4.5% and 4.5% at each
|
||||
respective period. Furthermore, each of Mr. Wang Fuxiang and Ms. Wang Yuan agrees not to dispose of any of
|
||||
the Shares he/she held, directly or indirectly, in the C ompany within 12 months after the Listing Date. For
|
||||
details of the voluntary lock-up, please refer to the section headed “ History, Reorganization and Corporate
|
||||
Structure - Voluntary Lock-Up of the Shareholders” of the Prospectus.
|
||||
|
||||
Pre-IPO Investor
|
||||
Name
|
||||
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in
|
||||
the Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the lock-up
|
||||
undertakings
|
||||
Harvest Delicacy
|
||||
Infinite Corporation
|
||||
75,338,000 6.40% 20 June 2025Note 1
|
||||
20 December 2025Note 1
|
||||
Subtotal 75,338,000 6.40%
|
||||
Notes:
|
||||
1. Harvest Delicacy agrees that (a) during the period of six months from the Listing Date, it shall not dispose of
|
||||
any of Shares it held in the Company; and (b) during the period from the expiration of six months after the
|
||||
Listing Date and ending on the 12th months after the Listing Date, it shall decrease its shareholding in the
|
||||
Company to the extent no more than 4% of the total issued share capital of the Company at the time of Listing.
|
||||
For details of the voluntary lock -up of Harvest Delicacy , please refer to the section headed “History,
|
||||
Reorganization and Corporate Structure - Voluntary Lock-Up of the Shareholders” of the Prospectus.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees* Number of Shares allotted
|
||||
|
||||
Allotment as % of International Offering Allotment as % of total Offer Shares
|
||||
Number of
|
||||
Shares held upon Listing
|
||||
|
||||
% of total issued share capital upon Listing
|
||||
Top 1 6,395,200 7.02% 6.32% 6,395,200 0.54%
|
||||
Top 5 31,603,200 34.71% 31.23% 31,603,200 2.69%
|
||||
Top 10 60,544,800 66.49% 59.84% 60,544,800 5.15%
|
||||
Top 25 89,247,200 98.01% 88.21% 89,247,200 7.59%
|
||||
|
||||
Notes
|
||||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders*
|
||||
Number of Offer Shares
|
||||
allotted
|
||||
Allotment as % of Hong Kong
|
||||
Public Offering
|
||||
|
||||
Allotment as % of International
|
||||
Offering# Allotment as % of total Offer Shares
|
||||
Number of Shares held upon
|
||||
Listing
|
||||
|
||||
% of total issued share capital upon
|
||||
Listing
|
||||
Top 1 0 0.00% 0.00% 0.00% 1,000,000,000 85.00%
|
||||
Top 5 19,036,800 0.00% 20.91% 18.81% 1,094,374,800 93.02%
|
||||
Top 10 49,487,200 0.00% 54.34% 48.91% 1,124,825,200 95.61%
|
||||
Top 25 92,156,800 45.15% 96.18% 91.08% 1,167,494,800
|
||||
|
||||
99.23%
|
||||
|
||||
Notes
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
# Exclusive of 4,568,800 Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
|
||||
public will be conditionally allocated on the basis set out below:
|
||||
NO. OF
|
||||
SHARES
|
||||
APPLIED
|
||||
FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS
|
||||
BASIS OF ALLOTMENT/BALLOT APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF THE
|
||||
TOTAL NO. OF
|
||||
SHARES APPLIED
|
||||
FOR
|
||||
POOL A
|
||||
800 1,591 800 shares 100.00%
|
||||
1,600 262 800 shares plus 190 out of 262 applicants to receive
|
||||
an additional 800 shares
|
||||
86.26%
|
||||
2,400 138 1,600 shares plus 52 out of 138 applicants to receive
|
||||
an additional 800 shares
|
||||
79.23%
|
||||
3,200 53 2,400 shares 75.00%
|
||||
4,000 106 2,400 shares plus 58 out of 106 applicants to receive
|
||||
an additional 800 shares
|
||||
70.94%
|
||||
4,800 29 3,200 shares 66.67%
|
||||
5,600 58 3,200 shares plus 36 out of 58 applicants to receive an
|
||||
additional 800 shares
|
||||
66.01%
|
||||
6,400 16 4,000 shares 62.50%
|
||||
7,200 13 4,000 shares plus 8 out of 13 applicants to receive an
|
||||
additional 800 shares
|
||||
62.39%
|
||||
8,000 69 4,800 shares 60.00%
|
||||
12,000 50 6,400 shares plus 26 out of 50 applicants to receive an
|
||||
additional 800 shares
|
||||
56.80%
|
||||
16,000 24 8,000 shares plus 15 out of 24 applicants to receive an
|
||||
additional 800 shares
|
||||
53.13%
|
||||
20,000 17 9,600 shares plus 9 out of 17 applicants to receive an
|
||||
additional 800 shares
|
||||
50.12%
|
||||
24,000 9 12,000 shares 50.00%
|
||||
28,000 9 12,800 shares plus 3 out of 9 applicants to receive an
|
||||
additional 800 shares
|
||||
46.67%
|
||||
32,000 3 14,400 shares 45.00%
|
||||
36,000 6 16,000 shares 44.44%
|
||||
40,000 10 17,600 shares 44.00%
|
||||
60,000 10 24,000 shares 40.00%
|
||||
80,000 1 30,400 shares 38.00%
|
||||
100,000 2 35,200 shares 35.20%
|
||||
120,000 3 40,800 shares 34.00%
|
||||
140,000 1 46,400 shares 33.14%
|
||||
200,000 2 61,600 shares 30.80%
|
||||
300,000 1 84,800 shares 28.27%
|
||||
2,483 Total number of Pool A successful applicants:
|
||||
2,483
|
||||
|
||||
POOL B
|
||||
600,000 1 490,400 shares 81.73%
|
||||
800,000 1 653,600 shares 81.70%
|
||||
900,000 2 734,400 shares 81.60%
|
||||
3,000,000 1 2,446,400 shares 81.55%
|
||||
5 Total number of Pool B successful applicants: 5
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which
|
||||
consent has been obtained, the Company has complied with the Listing Rules and guidance materials in
|
||||
relation to the placing, allotment and listing of the Company’s shares.
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||||
transaction levy and Stock Exchange trading fee payable.
|
||||
OTHER INFORMATION
|
||||
Placing to connected client with a prior consent under paragraph 5(1) of the Placing Guidelines
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
|
||||
paragraph 5(1) of the Placing Guidelines to permit the connected client listed below to participate in the Global
|
||||
Offering. Details of the placement to the connected client are set out below.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
No. Connected
|
||||
distributor
|
||||
Connected
|
||||
client
|
||||
Relationship Whether the connected
|
||||
client will hold the
|
||||
beneficial interests of the
|
||||
Offer Shares on a non-
|
||||
discretionary basis or
|
||||
discretionary basis for
|
||||
independent third parties
|
||||
Number of
|
||||
Offer Shares
|
||||
to be
|
||||
allocated to
|
||||
the connected
|
||||
client
|
||||
Approximate
|
||||
percentage of
|
||||
Offer Shares
|
||||
allocated to the
|
||||
connected client
|
||||
Approximate
|
||||
percentage of
|
||||
total issued
|
||||
share capital
|
||||
after the Global
|
||||
Offering
|
||||
1. Huatai
|
||||
Financial
|
||||
Holdings
|
||||
(Hong Kong)
|
||||
Limited
|
||||
(“HTFH”)
|
||||
Huatai
|
||||
Capital
|
||||
Investment
|
||||
Limited
|
||||
(“HTCI”)
|
||||
HTCI is a member
|
||||
of the same group of
|
||||
companies as HTFH
|
||||
|
||||
non-discretionary basis Note 1 6,064,800 6.0% 0.5%
|
||||
|
||||
Note
|
||||
1. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“IPOs”) in Hong Kong. However,
|
||||
PRC investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading
|
||||
activities. In connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong
|
||||
IPOs either as placees or cornerstone investors (the “Cross-border Derivatives Trading Regime”). Huatai Securities Co., Ltd. (“Huatai Securities”),
|
||||
the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the
|
||||
domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA agreement (the “ISDA
|
||||
Agreement”) with its indirectly wholly-owned subsidiary, HTCI to set out the principal terms of any future total return swap between Huatai Securities
|
||||
and HTCI. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a placee, will hold the Offer Shares on a non-
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
discretionary basis as the single underlying holder under a back -to-back total return swap (the “ Back-to-back TRS ”) to be entered by HTCI in
|
||||
connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Client
|
||||
(as defined below), by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate Client, which in effect, HTCI will
|
||||
hold the beneficial interest of the Offer Shares on behalf of the Huatai U ltimate Client. Pursuant to the Cross -border Derivatives Trading Regime, the
|
||||
onshore investor (the “Huatai Ultimate Client”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic
|
||||
securities firms licenced to undertake cross -border derivatives trading activities, such as Huatai Securities, with the Offer Shares as the underlying
|
||||
assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Client will place a total return swap order (the “ Client TRS”) with
|
||||
Huatai Securities in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA
|
||||
Agreement. In order to hedge its exposure under the Back -to-back TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares
|
||||
through placing order with HTFH during the International Offering. To the best knowledge of HTCI after making all reasonable enquiries, the Huatai
|
||||
Ultimate Client is an independent third party of the Company and its associates. The purpose of HTCI to subscribe for the Offer Shares is for hedging
|
||||
the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate Client. Pursuant to the terms of the contracts of the Back-
|
||||
to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed
|
||||
to the Huatai Ultimate Client through the Back -to-back TRS and the Client TRS and all economic loss shall be borne by the Huatai Ultimate Client.
|
||||
HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares. Investment in the Back-to-back TRS and the Client
|
||||
TRS is similar to the investment in a qualified domestic institutional investor fund (“QDII”) in the way that the Huatai Ultimate Client would reap all
|
||||
the economic benefits of t he underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure on both the notional
|
||||
value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS factor into
|
||||
account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at
|
||||
the time of termination. As such, the Huatai Ultimate Client would bear the exchange rate exposure of the profit and loss on settlement date. The Huatai
|
||||
Ultimate Client may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be
|
||||
on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client
|
||||
TRS by the Huatai Ultimate Client, HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Client will receive a final
|
||||
termination amount of the Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer
|
||||
Shares. If upon the maturity of the Client TRS, the Huatai Ultimate Client intend to extend the investment period, subject to further agreement between
|
||||
Huatai Securities and the relevant Huatai Ultimate Client, the term of the Client TRS could be extended by way of a new issuance or a tenor extension.
|
||||
Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension. It is proposed that HTCI
|
||||
will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Ultimate Client, being
|
||||
an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. Due to its internal policy, HTCI
|
||||
will not exercise the voting right of the Offer Shares during the tenor of the Back -to-back TRS. During the life of the Cl ient TRS and Back -to-back
|
||||
TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
stock borrowing purposes. As permitted under the contractual arrangement with the Huatai Ultimate Client, HTCI will lend out its holding of underlying
|
||||
Offer Shares in the form of stock borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call
|
||||
back the Offer Shares on loan at any time in order to satisfy its obligations under the Back -to-back TRS to ensure the economic interests to be passed
|
||||
to the Huatai Ultimate Client will remain unchanged. To the best knowledge of HTCI after making all reasonable inquiries, the Huatai Ultimate Client
|
||||
is an independent third party of HTCI, HTFH and the companies which are members of the same group of HTFH.
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of the Placing Guidelines to permit
|
||||
the Company to allocate such Offer Shares in the International Offering to the connected clients listed above. The allocation of Offer Shares to such
|
||||
connected client is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
DISCLAIMERS
|
||||
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock
|
||||
Exchange”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility
|
||||
for the contents of this announcement, make no representation as to its accuracy or completeness and
|
||||
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the
|
||||
whole or any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||||
United States (including its territories and possessions, any state of the United States and the District
|
||||
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
|
||||
purchase or subscribe for securities in the United States. The securities mentioned herein have not
|
||||
been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S.
|
||||
Securities Act ”). The securities may not be offered or sold in the United States except pursuant to an
|
||||
exemption from the registration requirements of the U.S. Securities Act and in compliance with any
|
||||
applicable state securities laws, or outside the United States unless in compliance with Regulation S
|
||||
under the U.S. Securities Act. There will be no public offer of securities in the United States.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance
|
||||
on Regulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||||
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read
|
||||
the Prospectus dated December 12, 2024 issued by Xiaocaiyuan International Holding Ltd. for detailed
|
||||
information about the Global Offering described below before deciding whether or not to invest in the
|
||||
Shares thereby being offered.
|
||||
*Potential investors of the Offer Shares should note that the Joint Sponsors and Overall Coordinators
|
||||
(for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
|
||||
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
|
||||
of any of the events set out in the paragraph headed “Underwriting – Underwriting Arrangements and
|
||||
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior
|
||||
to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on December 20,
|
||||
2024).
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
PUBLIC FLOAT
|
||||
The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule
|
||||
8.08(1) of the Listing Rules to reduce the minimum public float of the Company to the higher of (a) 15.00%,
|
||||
and (b) such percentage of Shares to be held by the public immediately after completion of the Global Offering
|
||||
(the Public Float Waiver).
|
||||
Immediately following the completion of the Global Offering, 176,518,800 Shares, representing approximately
|
||||
15.00% of the issued share capital of the Company , will be held in the public hands, satisfying the minimum
|
||||
percentage as prescribed by the Public Float Waiver.
|
||||
The Directors confirm that, immediately following the completion of the Global Offering, (i) no placee will,
|
||||
individually, be placed more than 10% of the enlarged issued share capital of the Company immediately
|
||||
after the Global Offering; (ii) there will no t be any new substantial shareholder (as defined in the Listing
|
||||
Rules) immediately after the Global Offering; (iii) the three largest public Shareholders do not hold more
|
||||
than 50% of the Shares held in the public hands at the time of the Listing in complia nce with Rules 8.08(3)
|
||||
and 8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
|
||||
compliance with Rule 8.08(2) of the Listing Rules .
|
||||
COMMENCEMENT OF DEALINGS
|
||||
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on Friday, December
|
||||
20, 2024, provided that (i) the Global Offering has become unconditional in all respects, and (ii) the right of
|
||||
termination as described in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses –
|
||||
Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. Investors
|
||||
who trade Shares on the basis of publicly available allocation details before the receipt of Share certificates or
|
||||
before the Share certificates become valid evidence of title do so entirely at their own risk.
|
||||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on
|
||||
Friday, December 20, 2024, it is expected that dealings in the Shares on the Stock Exchange will commence at
|
||||
9:00 a.m. on Friday, December 20, 2024. Th e Shares will be traded in board lots of 800 Shares each and the
|
||||
stock code of the Shares will be 0999.
|
||||
By order of the board
|
||||
Xiaocaiyuan International Holding Ltd.
|
||||
Mr. Wang Shugao
|
||||
Chairman of the Board and Executive Director
|
||||
Hong Kong, December 19, 2024
|
||||
As of the date of this announcement, the Board comprises Mr. Wang Shugao, Mr. Li Daoqing, Mr. Tian
|
||||
Chunyong, Mr. Zhou Bin, Ms. Wang Weifang and Mr. Tao Xu’an as executive directors; Mr. Law Wing
|
||||
Cheung Ryan as the non-executive director; and Mr. Qian Mingxing, Mr. Zhu Nanjun, Mr. Zeng Xiaosong
|
||||
and Ms. Fang Xuan as independent non-executive directors.
|
||||
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|
||||
--- page 1 ---
|
||||
– 1 –
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”) take
|
||||
no responsibility for the contents of this announcement, make no representation as to its
|
||||
accuracy or completeness and expressly disclaim any liability whatsoever for any loss
|
||||
howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
|
||||
same meanings as those defined in the prospectus dated Friday, 28 June 2024 (the
|
||||
“Prospectus ”) issued by RUICHANG INTERNATIONAL HOLDINGS LIMITED (ყછ
|
||||
ʮ̡) (the “ Company ”).
|
||||
This announcement is for information purposes only and does not constitute an invitation or
|
||||
offer to acquire, purchase or subscribe for any securities. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the
|
||||
Company and the Global Offering described below before deciding whether or not to invest in
|
||||
the Offer Shares.
|
||||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor
|
||||
shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or
|
||||
sales would be unlawful. This announcement is not for release, publication, distribution,
|
||||
directly or indirectly, in or into the United States for sale or solicitation to purchase or
|
||||
subscribe for securities in the United States or any other jurisdictions. The Offer Shares have
|
||||
not been, and will not be, registered under the United States Securities Act 1933, as amended
|
||||
or supplemented from time to time (the “ U.S. Securities Act ”) or any state securities law of
|
||||
the United States and may not be offered, sold, pledged, transferred or delivered within the
|
||||
United States, except pursuant to an exemption from, or in a transaction not subject to, the
|
||||
registration requirements of the U.S. Securities Act and state securities laws of the United
|
||||
States. The Offer Shares are being offered and sold outside of the United States as offshore
|
||||
transactions in accordance with Regulation S under the U.S. Securities Act and the applicable
|
||||
laws of each jurisdiction where those offers and sales occur. There will not be and is not
|
||||
currently intended to be any public offering of securities of the Company in the United States.
|
||||
The Sponsor-Overall Coordinator confirms that there has been no over-allocation of the
|
||||
Shares under the International Placing. Therefore, the Stock Borrowing Agreement will not be
|
||||
entered into and the Over-allotment Option will not be exercised. In view of the fact that there
|
||||
has been no over-allocation of the Shares under the International Placing, no stabilising
|
||||
action as described in the Prospectus will be taken during the stabilisation period.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
– 2 –
|
||||
RUICHANG INTERNATIONAL HOLDINGS LIMITED
|
||||
ʮ ̡
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares
|
||||
under the Global Offering
|
||||
: 125,000,000
|
||||
Number of Hong Kong Offer Shares : 15,675,000 Shares (as adjusted after reallocation)
|
||||
Number of International Placing Shares : 109,325,000 Shares (as adjusted after reallocation)
|
||||
Final Offer Price : HK$1.05 per Offer Share plus brokerage of 1%,
|
||||
SFC transaction levy of 0.0027%, Stock
|
||||
Exchange trading fee of 0.00565% and AFRC
|
||||
transaction levy of 0.00015%
|
||||
Nominal Value : US$0.00001 per Share
|
||||
Stock Code : 1334
|
||||
Sole Sponsor
|
||||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
⳪暲@:9)
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
– 3 –
|
||||
RUICHANG INTERNATIONAL HOLDINGS LIMITED/ʮ̡
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
|
||||
same meanings as those defined in the prospectus dated 28 June 2024 (the “ Prospectus ”)
|
||||
issued by RUICHANG INTERNATIONAL HOLDINGS LIMITED (ʮ̡)
|
||||
(the “ Company ”).
|
||||
Warning: In view of high concentration of shareholding in a small number of
|
||||
Shareholders, Shareholders and prospective investors should be aware that the price
|
||||
of the Shares could move substantially even with a small number of Shares traded and
|
||||
should exercise extreme caution when dealing in the Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 1334
|
||||
Stock short name RUICHANG INTL
|
||||
Dealings commencement date 10 July 2024*
|
||||
* see note at the end of the announcement
|
||||
Price Information
|
||||
Final Offer Price HK$1.05
|
||||
Offer Price Range HK$1.05–HK$1.39
|
||||
Offer Price Adjustment exercised No
|
||||
Offer Shares and Share Capital
|
||||
Initial number of Offer Shares (before over-
|
||||
allocation)
|
||||
125,000,000
|
||||
No. of Offer Shares in Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
15,675,000
|
||||
No. of offer shares in International Placing (after
|
||||
reallocation)
|
||||
109,325,000
|
||||
No. of issued shares upon Listing 500,000,000
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 0
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$131.3 million
|
||||
Less: Estimated listing expenses payable based on
|
||||
Final Offer Price
|
||||
HK$(69.3) million
|
||||
Net proceeds HK$62.0 million
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
|
||||
proceeds, please refer to the Prospectus dated 28 June 2024.
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
– 4 –
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
No. of valid applications 5,537
|
||||
No. of successful applications 2,317
|
||||
Subscription level 19.24 times
|
||||
Re-allocation Yes
|
||||
No. of Offer Shares initially available under the Hong Kong
|
||||
Public Offering
|
||||
12,500,000
|
||||
No. of Offer Shares reallocated from the International Placing 3,175,000
|
||||
Final no. of Offer Shares under the Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
15,675,000
|
||||
% of final no. Offer Shares under the Hong Kong Public
|
||||
Offering to the Global Offering (after reallocation)
|
||||
12.54%
|
||||
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can
|
||||
refer to www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or
|
||||
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
|
||||
INTERNATIONAL PLACING
|
||||
No. of placees 142
|
||||
Subscription level 0.97 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Placing
|
||||
112,500,000
|
||||
No. of Offer Shares reallocated to the Hong Kong Public
|
||||
Offering
|
||||
3,175,000
|
||||
Final no. of Offer Shares under the International Placing (after
|
||||
reallocation)
|
||||
109,325,000
|
||||
% of final no. Offer Shares under the International Placing to
|
||||
the Global Offering (after reallocation)
|
||||
87.46%
|
||||
Since the International Placing are undersubscribed and the Hong Kong Public Offering are
|
||||
oversubscribed, the reallocation procedure as described in the section headed “Structure and
|
||||
Conditions of the Global Offering — The Hong Kong Public Offering — Reallocation” in the
|
||||
Prospectus have been applied, the Overall Coordinators and each of the Directors confirm
|
||||
that the maximum total number of offer shares that may be allocated to the Hong Kong Public
|
||||
Offering following the reallocation (“ the Allocation Cap ”) has not been exceeded.
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of
|
||||
the Offer Shares subscribed by the placees and the public have been financed directly or
|
||||
indirectly by the Company, any of the Directors, chief executive of the Company, controlling
|
||||
shareholders, substantial shareholders, existing shareholders of the Company or any of its
|
||||
subsidiaries or their respective close associates; and (ii) none of the placees and the public
|
||||
who have purchased the Offer Shares are accustomed to taking instructions from the
|
||||
Company, any of the Directors, chief executive of the Company, controlling shareholders,
|
||||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries or
|
||||
their respective close associates in relation to the acquisition, disposal, voting or other
|
||||
disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
– 5 –
|
||||
The placees in the International Placing include the following:
|
||||
Cornerstone Investors
|
||||
Investor
|
||||
Number of Offer
|
||||
Shares allocated % of Offer Shares
|
||||
% of total issued
|
||||
share capital after
|
||||
the Global
|
||||
Offering
|
||||
Existing
|
||||
shareholders or
|
||||
their close
|
||||
associates
|
||||
Huangshan City Investment
|
||||
Private Equity Fund
|
||||
Management Co., Ltd./
|
||||
၍ଣ
|
||||
ʮ̡
|
||||
28,570,000 22.86% 5.71% No
|
||||
Huangshan Chenghe Xinye
|
||||
Equity Investment
|
||||
Partnership (Limited
|
||||
Partnership)/ රʆ̹༐
|
||||
ᛆҳ༟Υྫ
|
||||
Άุ(Υྫ)
|
||||
19,047,500 15.24% 3.81% No
|
||||
Emsdom Limited 7,427,500 5.94% 1.49% No
|
||||
Subtotal 55,045,000 44.04% 11.01%
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
– 6 –
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon listing
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
One Ideal Limited (1) 164,171,263 32.83% 9 January 2025
|
||||
(First Six-Month Period) (3)
|
||||
9 July 2025
|
||||
(Second Six-Month Period) (4)
|
||||
Riches Development
|
||||
Holdings Limited (1)
|
||||
5,598,240 1.12% 9 January 2025
|
||||
(First Six-Month Period) (3)
|
||||
9 July 2025
|
||||
(Second Six-Month Period) (4)
|
||||
Lady Jing Limited (2) 164,171,263 32.83% 9 January 2025
|
||||
(First Six-Month Period) (3)
|
||||
9 July 2025
|
||||
(Second Six-Month Period) (4)
|
||||
Richen Development
|
||||
Holdings Limited (2)
|
||||
5,598,240 1.12% 9 January 2025
|
||||
(First Six-Month Period) (3)
|
||||
9 July 2025
|
||||
(Second Six-Month Period) (4)
|
||||
Subtotal 339,539,006 67.90%
|
||||
In accordance with the relevant Listing Rule/guidance materials, the required lock-up for
|
||||
the first six-month period ends on 9 January 2025 and for the second six-month period, on
|
||||
9 July 2025.
|
||||
Notes:
|
||||
1. One Ideal Limited is held as to 99.00% by Now Wealth Limited, which is in turn wholly-owned by The LB
|
||||
Personal Trust, being a family trust to which Mr. Lu Bo is a beneficiary. Riches Development Holdings
|
||||
Limited is wholly-owned by Mr. Lu Bo. As such, under the SFO, Mr. Lu Bo is deemed to be interested in the
|
||||
Shares held by One Ideal Limited and Riches Development Holdings Limited. Mr. Lu Bo (together with
|
||||
Riches Development, One Ideal Limited and Now Wealth Limited) is subject to required lock-up for the first
|
||||
six-month period ends on 9 January 2025 and for the second six-month period, on 9 July 2025. Details of
|
||||
which are set out in the section headed “Substantial Shareholders” in the Prospectus.
|
||||
2. Lady Jing Limited is held as to 99.00% by LXJ Limited, which is in turn wholly-owned by The LXJ Personal
|
||||
Trust, being a family trust to which Ms. Lu Xiaojing is a beneficiary. Richen Development Holdings Limited
|
||||
is wholly-owned by Ms. Lu Xiaojing. As such, under the SFO, Ms. Lu Xiaojing is deemed to be interested in
|
||||
the Shares held by Lady Jing Limited and Richen Development Holdings Limited. Ms. Lu Xiaojing (together
|
||||
with Richen Development, Lady Jing Limited and LXJ Limited) is subject to required lock-up for the first
|
||||
six-month period ends on 9 January 2025 and for the second six-month period, on 9 July 2025. Details of
|
||||
which are set out in the section headed “Substantial Shareholders” in the Prospectus.
|
||||
3. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
|
||||
Controlling Shareholder will not cease to be a Controlling Shareholder.
|
||||
4. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
||||
indicated date.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
– 7 –
|
||||
Pre-IPO Investors (as defined in the “History, Reorganisation and Corporate Structure”
|
||||
section of the Prospectus)
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Tang Yinsheng 14,906,751 2.98% 9 January 2025 (1)
|
||||
Li Yijun 9,160,757 1.83% 9 January 2025 (1)
|
||||
Subtotal 24,067,508 4.81%
|
||||
Note:
|
||||
1. The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the
|
||||
Prospectus. For details, please see section headed “History, Reorganisation and Corporate Structure” in
|
||||
the Prospectus.
|
||||
Cornerstone Investors
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Huangshan City Investment
|
||||
Private Equity Fund
|
||||
Management Co., Ltd./
|
||||
၍ଣ
|
||||
ʮ̡
|
||||
28,570,000 5.71% 9 January 2025
|
||||
Huangshan Chenghe Xinye
|
||||
Equity Investment
|
||||
Partnership (Limited
|
||||
Partnership)/ රʆ̹༐Υ
|
||||
ᛆҳ༟ΥྫΆุ
|
||||
(Υྫ)
|
||||
19,047,500 3.81% 9 January 2025
|
||||
Emsdom Limited 7,427,500 1.49% 9 January 2025
|
||||
Subtotal 55,045,000 11.01%
|
||||
The Cornerstone Investors shall not dispose of any of the Offer Shares subscribed pursuant to the Cornerstone
|
||||
Investment Agreement on or before the indicated date.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
– 8 –
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees (1)
|
||||
Number of
|
||||
International
|
||||
Placing Shares
|
||||
allotted
|
||||
Allotment as %
|
||||
of International
|
||||
Placing
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
Top 1(2) 47,617,500 43.56% 38.09% 47,617,500 9.52%
|
||||
Top 5(2) 86,480,000 79.10% 69.18% 86,480,000 17.30%
|
||||
Top 10 (2) 98,822,500 90.39% 79.06% 98,822,500 19.76%
|
||||
Top 25 (2) 108,790,000 99.51% 87.03% 108,790,000 21.76%
|
||||
Notes:
|
||||
1. Ranking of placees is based on the number of Shares allotted to the placees.
|
||||
2. The number of Shares of the top 1, top 5, top 10 and top 25 placees upon Listing has taken into account (i) the Offer Shares allocated to Huangshan City
|
||||
Investment Private Equity Fund Management Co., Ltd.; and (ii) the Offer Shares allocated to Huangshan Chenghe Xinye Equity Investment Partnership
|
||||
(Limited Partnership), which have been aggregated for the purpose of this analysis, as Huangshan City Investment Private Equity Fund Management Co.,
|
||||
Ltd. and Huangshan Chenghe Xinye Equity Investment Partnership (Limited Partnership) are ultimately controlled by the State-owned Assets Supervision
|
||||
and Administration Commission of the People’s Government of Huangshan City. For details, please see section headed “Cornerstone Investors — Our
|
||||
Cornerstone Investors” in the Prospectus.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
– 9 –
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders (1)
|
||||
Number of
|
||||
International
|
||||
Placing Shares
|
||||
allotted
|
||||
Number of
|
||||
Hong Kong
|
||||
Offer Shares
|
||||
allotted
|
||||
Total
|
||||
Number of
|
||||
Shares
|
||||
allotted
|
||||
Allotment as %
|
||||
of International
|
||||
Placing
|
||||
Allotment as %
|
||||
of Hong Kong
|
||||
Public
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
Top 1(2) N/A N/A N/A N/A N/A N/A 169,769,503 33.95%
|
||||
Top 5(2) 59,520,000 N/A 59,520,000 54.44% N/A 47.62% 413,965,757 82.79%
|
||||
Top 10 (2) 86,480,000 N/A 86,480,000 79.10% N/A 69.18% 461,480,000 92.30%
|
||||
Top 25 (2) 102,895,000 7,837,500 110,732,500 94.12% 50.00% 88.59% 485,732,500 97.15%
|
||||
Notes:
|
||||
1. Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
2. The Offer Shares allocated to Huangshan City Investment Private Equity Fund Management Co., Ltd. and the Offer Shares allocated to Huangshan
|
||||
Chenghe Xinye Equity Investment Partnership (Limited Partnership) have been aggregated for the purpose of this analysis, as Huangshan City Investment
|
||||
Private Equity Fund Management Co., Ltd., and Huangshan Chenghe Xinye Equity Investment Partnership (Limited Partnership) are ultimately controlled
|
||||
by the State-owned Assets Supervision and Administration Commission of the People’s Government of Huangshan City. For details, please see section
|
||||
headed “Cornerstone Investors — Our Cornerstone Investors” in the Prospectus.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
– 10 –
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made
|
||||
by the public will be conditionally allocated on the basis set out below:
|
||||
Pool A
|
||||
Number
|
||||
of shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocations/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number
|
||||
of shares
|
||||
applied for
|
||||
2,500 2,739 548 out of 2,739 to receive 2,500 Shares 20.01%
|
||||
5,000 705 178 out of 705 to receive 2,500 Shares 12.62%
|
||||
7,500 180 54 out of 180 to receive 2,500 Shares 10.00%
|
||||
10,000 128 46 out of 128 to receive 2,500 Shares 8.98%
|
||||
12,500 109 46 out of 109 to receive 2,500 Shares 8.44%
|
||||
15,000 81 39 out of 81 to receive 2,500 Shares 8.02%
|
||||
17,500 30 16 out of 30 to receive 2,500 Shares 7.62%
|
||||
20,000 83 48 out of 83 to receive 2,500 Shares 7.23%
|
||||
25,000 209 146 out of 209 to receive 2,500 Shares 6.99%
|
||||
30,000 83 65 out of 83 to receive 2,500 Shares 6.53%
|
||||
35,000 310 260 out of 310 to receive 2,500 Shares 5.99%
|
||||
40,000 73 65 out of 73 to receive 2,500 Shares 5.57%
|
||||
45,000 29 28 out of 29 to receive 2,500 Shares 5.36%
|
||||
50,000 139 2,500 Shares 5.00%
|
||||
60,000 40 2,500 Shares plus 6 out of 40 to receive additional
|
||||
2,500 Shares
|
||||
4.79%
|
||||
70,000 83 2,500 Shares plus 24 out of 83 to receive additional
|
||||
2,500 Shares
|
||||
4.60%
|
||||
80,000 36 2,500 Shares plus 15 out of 36 to receive additional
|
||||
2,500 Shares
|
||||
4.43%
|
||||
90,000 25 2,500 Shares plus 13 out of 25 to receive additional
|
||||
2,500 Shares
|
||||
4.22%
|
||||
100,000 159 2,500 Shares plus 95 out of 159 to receive additional
|
||||
2,500 Shares
|
||||
3.99%
|
||||
200,000 121 5,000 Shares 2.50%
|
||||
300,000 61 5,000 Shares plus 39 out of 61 to receive additional
|
||||
2,500 Shares
|
||||
2.20%
|
||||
400,000 23 7,500 Shares 1.88%
|
||||
500,000 23 7,500 Shares plus 14 out of 23 to receive additional
|
||||
2,500 Shares
|
||||
1.80%
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
– 11 –
|
||||
Number
|
||||
of shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocations/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number
|
||||
of shares
|
||||
applied for
|
||||
600,000 17 10,000 Shares 1.67%
|
||||
700,000 6 10,000 Shares plus 3 out of 6 to receive additional
|
||||
2,500 Shares
|
||||
1.61%
|
||||
800,000 4 12,500 Shares 1.56%
|
||||
900,000 6 12,500 Shares plus 3 out of 6 to receive additional
|
||||
2,500 Shares
|
||||
1.53%
|
||||
1,000,000 11 15,000 Shares 1.50%
|
||||
1,250,000 3 17,500 Shares 1.40%
|
||||
1,500,000 4 20,000 Shares 1.33%
|
||||
1,750,000 2 22,500 Shares 1.29%
|
||||
2,000,000 1 25,000 Shares 1.25%
|
||||
2,250,000 1 27,500 Shares 1.22%
|
||||
2,500,000 1 30,000 Shares 1.20%
|
||||
2,750,000 2 32,500 Shares 1.18%
|
||||
3,000,000 1 35,000 Shares 1.17%
|
||||
3,500,000 3 40,000 Shares 1.14%
|
||||
|
||||
Total 5,531 Total number of Pool A successful applicants: 2,311
|
||||
|
||||
Pool B
|
||||
Number
|
||||
of shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocations/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number
|
||||
of shares
|
||||
applied for
|
||||
3,750,000 4 1,067,500 Shares plus 2 out of 4 to receive additional
|
||||
2,500 Shares
|
||||
28.50%
|
||||
6,250,000 2 1,780,000 Shares plus 1 out of 2 to receive additional
|
||||
2,500 Shares
|
||||
28.50%
|
||||
|
||||
Total 6 Total number of Pool B successful applicants: 6
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
– 12 –
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in
|
||||
the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||||
participants. Investors should contact their relevant brokers for any inquiries.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in
|
||||
respect of which consent has been obtained, the Company has complied with the Listing Rules
|
||||
and guidance materials in relation to the placing, allotment and listing of the Company’s
|
||||
shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the
|
||||
placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||||
subscribed for or purchased by them was the same as the final Offer Price in addition to any
|
||||
brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||||
(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”)
|
||||
take no responsibility for the contents of this announcement, make no representation as to
|
||||
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
|
||||
howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or
|
||||
into the United States (including its territories and possessions, any state of the United
|
||||
States and the District of Columbia). This announcement does not constitute or form a part
|
||||
of any offer or solicitation to purchase or subscribe for securities in the United States. The
|
||||
securities mentioned herein have not been, and will not be, registered under the United
|
||||
States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). The securities may
|
||||
not be offered or sold in the United States except pursuant to an exemption from the
|
||||
registration requirements of the U.S. Securities Act and in compliance with any applicable
|
||||
state securities laws, or outside the United States unless in compliance with Regulation S
|
||||
under the U.S. Securities Act. There will be no public offer of securities in the United States.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore
|
||||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
– 13 –
|
||||
This announcement is for information purposes only and does not constitute an invitation or
|
||||
offer to acquire, purchase or subscribe for securities. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus dated 28 June 2024 issued by
|
||||
the Company for detailed information about the Global Offering described in the Prospectus
|
||||
and in this announcement before deciding whether or not to invest in the Offer Shares.
|
||||
* Potential investors of the Offer Shares should note that the Overall Coordinators and the Joint Global
|
||||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||||
their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of
|
||||
any of the events set out in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses
|
||||
— Hong Kong Public Offering — Hong Kong Underwriting Agreement — Grounds for Termination” in the
|
||||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected
|
||||
to be on 10 July 2024).
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
– 14 –
|
||||
PUBLIC FLOAT
|
||||
The Directors confirm that, immediately following completion of the Global Offering: (i) at
|
||||
least 25% of the total number of issued Shares of the Company will be held by the public, in
|
||||
compliance with Rule 8.08(1) of the Listing Rules; (ii) the three largest public Shareholders
|
||||
do not hold more than 50% of the Shares held in the public hands at the time of the Listing in
|
||||
compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee will, individually,
|
||||
be placed more than 10% of the enlarged issued share capital of the Company immediately
|
||||
after the Global Offering; (iv) there will not be any new substantial Shareholder (as defined in
|
||||
the Listing Rules) of the Company; and (v) there will be at least 300 Shareholders at the time
|
||||
of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, 10 July
|
||||
2024 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||||
right of termination described in the section headed “Underwriting” in the Prospectus has not
|
||||
been exercised. Investors who trade the Shares on the basis of publicly available allocation
|
||||
details prior to the receipt of Share certificates or prior to the Share certificates becoming
|
||||
valid evidence of title do so entirely at their own risk. Assuming that the Global Offering
|
||||
becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, 10 July 2024, it is
|
||||
expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on
|
||||
Wednesday, 10 July 2024 (Hong Kong time).
|
||||
The Shares will be traded in board lots of 2,500 Shares each, and the stock code of the Shares
|
||||
will be 1334.
|
||||
By order of the Board
|
||||
RUICHANG INTERNATIONAL HOLDINGS LIMITED
|
||||
Mr. LU Bo
|
||||
Chairman of the Board, chief executive officer
|
||||
and executive Director
|
||||
Hong Kong, 9 July 2024
|
||||
As at the date of this announcement, the Board comprises Mr. LU Bo, Ms. LU Xiaojing,
|
||||
Ms. BAI Wei, Mr. SHAO Song and Ms. WU Rui as executive directors; and Mr. TU Shenwei,
|
||||
Mr. ZHANG Shengjie and Mr. BAU Siu Fung as independent non-executive directors.
|
||||
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|
||||
--- page 1 ---
|
||||
1
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
|
||||
defined in the prospectus dated October 20, 2025 (the “Prospectus ”) issued by Deepexi Technology Co., Ltd. (߅
|
||||
ʮ̡ ) (the “Company ”).
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in
|
||||
Hong Kong, the United States or in any other jurisdictions. The Offer Shares have not been, and will not be, registered
|
||||
under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”). The Offer
|
||||
Shares may not be offered, sold, pledged or otherwise transferred within the United States, except pursuant to an
|
||||
available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
|
||||
There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold
|
||||
outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
|
||||
In connection with the Global Offering, CITIC Securities (Hong Kong) Limited, CMBC International Capital Limited,
|
||||
Guotai Junan Capital Limited, SPDB International Capital Limited and BOCOM International (Asia) Limited act as the
|
||||
Joint Sponsors; CLSA Limited, CMBC Securities Company Limited, Guotai Junan Securities (Hong Kong) Limited,
|
||||
SPDB International Capital Limited and BOCOM International Securities Limited act as the Overall Coordinators.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set out in
|
||||
the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not
|
||||
resident in Hong Kong.
|
||||
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the
|
||||
Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect
|
||||
upon the occurrence of any of the events set out in the section headed “Underwriting { Underwriting Arrangements
|
||||
and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at any time prior to 8:00
|
||||
a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Tuesday, October 28, 2025).
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
Deepexi Technology Co., Ltd.
|
||||
ʮ̡
|
||||
(A joint stock company incorporated in the People ’s Republic of China with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under the
|
||||
Global Offering
|
||||
: 26,632,000 H Shares
|
||||
Number of Hong Kong Offer Shares : 5,326,400 H Shares (as adjusted after
|
||||
reallocation)
|
||||
Number of International Offer Shares : 21,305,600 H Shares (as adjusted after
|
||||
reallocation)
|
||||
Offer Price : HK$26.66 per H Share, plus brokerage of
|
||||
1.0%, SFC transaction levy of 0.0027%,
|
||||
AFRC transaction levy of 0.00015% and
|
||||
Hong Kong Stock Exchange trading fee of
|
||||
0.00565% (payable in full on application
|
||||
in Hong Kong dollars and subject to
|
||||
refund)
|
||||
Nominal value : RMB1.00 per H Share
|
||||
Stock code : 1384
|
||||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
3
|
||||
DEEPEXI TECHNOLOGY CO., LTD.
|
||||
ʮ̡
|
||||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
|
||||
meanings as those defined in the prospectus dated October 20, 2025 (the “Prospectus ”) issued by
|
||||
Deepexi Technology Co., Ltd. (ʮ̡ ) (the “Company ”).
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the H Shares
|
||||
could move substantially even with a small number of H Shares traded and should exercise
|
||||
extreme caution when dealing in the H Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 1384
|
||||
Stock short name DEEPEXI TECH
|
||||
Dealings commencement date October 28, 2025*
|
||||
* see note at the end of the announcement
|
||||
Price Information
|
||||
Offer Price HK$26.66
|
||||
Offer Price Adjustment exercised N/A
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 26,632,000
|
||||
Number of Offer Shares in Public Offer (after reallocation) 5,326,400
|
||||
Number of Offer Shares in International Offer (after
|
||||
reallocation)
|
||||
21,305,600
|
||||
Number of issued shares upon Listing 326,632,000
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$710.01 million
|
||||
Less: Estimated listing expenses payable based on Offer
|
||||
Price
|
||||
HK$(100.24) million
|
||||
Net proceeds HK$609.77 million
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. Net proceeds represent the
|
||||
estimated net proceeds calculated by the gross proceeds deducted by the estimated listing expenses payable
|
||||
based on Offer Price. For details of the use of proceeds, please refer to the Prospectus dated October 20,
|
||||
2025.
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
4
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
PUBLIC OFFER
|
||||
No. of valid applications 236,934
|
||||
No. of successful applications 25,192
|
||||
Subscription level 7,569.83 times
|
||||
Claw-back triggered Yes
|
||||
No. of Offer Shares initially available under the Public Offer 1,331,600
|
||||
Final no. of Offer Shares under the Public Offer (after
|
||||
reallocation)
|
||||
5,326,400
|
||||
% of Offer Shares under the Public Offer to the Global
|
||||
Offering
|
||||
20.00%
|
||||
Note: For details of the final allocation of shares to the Public Offer, investors can refer to https://www.hkeipo.hk/
|
||||
iporesult to perform a search by name or identification number or https://www.hkeipo.hk/iporesult for the full
|
||||
list of allottees.
|
||||
INTERNATIONAL OFFER
|
||||
No. of placees 159
|
||||
Subscription Level 16.61 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offer
|
||||
25,300,400
|
||||
Final no. of Offer Shares under the International Offer (after
|
||||
reallocation)
|
||||
21,305,600
|
||||
% of Offer Shares under the International Offer to the Global
|
||||
Offering
|
||||
80.00%
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
5
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
|
||||
Offer Shares subscribed by the placees and the public have been financed directly or indirectly
|
||||
by the Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
|
||||
substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
|
||||
their respective close associates; (ii) none of the placees and the public who have purchased
|
||||
the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
|
||||
chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing
|
||||
Shareholders of the Company or any of its subsidiaries or their respective close associates in
|
||||
relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
|
||||
name or otherwise held by him/her/it; (iii) there is no side agreement or arrangement between the
|
||||
Company, any of the Directors, chief executive of the Company, the Controlling Shareholders,
|
||||
substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
|
||||
their respective close associates, on one hand, and the public subscribers or the placees who
|
||||
have subscribed for the Offer Shares, on the other hand; and (iv) no rebate has been, directly or
|
||||
indirectly, provided by the Company, any of the Directors, chief executive of the Company, the
|
||||
Controlling Shareholders, substantial Shareholders or existing Shareholders of the Company, or
|
||||
any of their subsidiaries or their respective close associates, or syndicate members, or any other
|
||||
brokers involved in the Global Offering, to any public investors in the Hong Kong Public Offering
|
||||
or placees in the International Offering.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
6
|
||||
The placees in the International Offering include the following:
|
||||
Allottees with consents obtained:
|
||||
Investor
|
||||
No. of shares
|
||||
allocated
|
||||
% of offer
|
||||
shares
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after
|
||||
the Global
|
||||
Offering Relationship*
|
||||
Allotees with consents under paragraph 1C(1) of the Placing Guidelines in relation to allocations to connected clients and Chapter
|
||||
4.15 of the Guide for New Listing Applicants
|
||||
China Asset Management (Hong Kong)
|
||||
Limited ( “China AMC HK ”) (Note 1)
|
||||
3,600 H Shares 0.01% 0.001% 0.001% Connected client
|
||||
as a placee
|
||||
CITIC Securities International Capital
|
||||
Management Limited ( “CSI CM ”) (Note 1)
|
||||
186,400 H Shares 0.70% 0.06% 0.06% Connected client
|
||||
as a placee
|
||||
Note
|
||||
1. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||||
for New Listing Applicants in relation to allocations to China AMC HK and CSI CM, please refer to the
|
||||
section headed “Others/Additional Information – Placing to Connected Clients with a Prior Consent under
|
||||
Paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants ” in this
|
||||
announcement.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
7
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||||
Name
|
||||
Number of shares
|
||||
held in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of total issued
|
||||
H-shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertakings (Notes 1&2)
|
||||
Mr. Zhao Jiehui ( “Mr. Zhao ”) (Note 3) 49,468,200 H Shares 15.14% 15.14% October 27, 2026
|
||||
Mr. Yang Lei ( “Mr. Yang ”) (Note 4) 11,711,400 H Shares 3.59% 3.59% October 27, 2026
|
||||
Tianjin Deepexi Huachuang Enterprise
|
||||
Management Consulting Partnership
|
||||
(Limited Partnership) ( “Deepexi
|
||||
Huachuang ”) (Note 5)
|
||||
37,299,300 H Shares 11.42% 11.42% October 27, 2026
|
||||
Guangzhou Deepexi Huaying Enterprise
|
||||
Management Consulting Partnership
|
||||
(Limited Partnership)( “Deepexi
|
||||
Huaying ”) (Note 5)
|
||||
6,364,500 H Shares 1.95% 1.95% October 27, 2026
|
||||
Subtotal 104,843,400 H Shares 32.10% 32.10%
|
||||
Notes
|
||||
1. In addition to the lock-up requirements under PRC Company law and Rule 18C.14 of the Listing Rules, pursuant
|
||||
to the shareholders agreement dated February 6, 2025, as long as any of Tianjin Dehui, Pleasure Focus Limited,
|
||||
HH AUT, CHH AUT, Zhuhai Songheng Enterprise Management Partnership (Limited Partnership) ( मऎ੩㛬Ά
|
||||
ุ၍ଣΥྫΆุ (Υྫ )), Zhuhai Gaoling Zhike Equity Investment Partnership (Limited Partnership) ( मऎ
|
||||
ᛆҳ༟ΥྫΆุ (Υྫ )), 5Y Evolution Holding II, Jiequan Fund, Xinyuan Fund and Youxuan
|
||||
Fund holds the Shares of the Company, neither Mr. Zhao nor Mr. Yang shall dispose of more than 15% of the
|
||||
Shares they held as at the Listing Date without the written consent of such investors. Such lock-up requirement
|
||||
will be released upon the date on which such investors received 100% or more of their respective investment
|
||||
return.
|
||||
2. All existing Shareholders shall not dispose of any of the Shares held by them within the 12 months following
|
||||
the Listing Date as required under the applicable PRC laws. In accordance with Rule 18C.14(1) of the Listing
|
||||
Rules, the required lock-up period commences on the date by reference to which disclosure of its shareholding
|
||||
is made in the Prospectus and end on the date which is 12 months from the Listing Date, being the same date on
|
||||
which the restriction against disposal of Shares under the applicable PRC laws ends.
|
||||
3. Mr. Zhao is a member of the Controlling Shareholders Group, the founder, executive Director, chairman of the
|
||||
Board and chief executive officer of the Group.
|
||||
4. Mr. Yang is a member of the Controlling Shareholders Group, the co-founder, executive Director and president
|
||||
of the product and solution staff team (PSST) of the Group.
|
||||
5. Deepexi Huachuang and Deepexi Huaying are a member of the Controlling Shareholders Group, respectively,
|
||||
and are employee shareholding platforms controlled by Mr. Zhao.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
8
|
||||
Pathfinder SIIs
|
||||
Name (Note 2)
|
||||
Number of shares
|
||||
held in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of total issued
|
||||
H-shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject to
|
||||
the lock-up
|
||||
undertakings (Notes 1)
|
||||
CHH AUT-XV HK Holdings Limited
|
||||
(“CHH AUT ”) and HH AUT-XV HK
|
||||
Holdings Limited ( “HH AUT ”)
|
||||
17,343,900 H Shares 5.31% 5.31% October 27, 2026
|
||||
Evolution Holding II Limited ( “5Y
|
||||
Evolution Holding II ”)
|
||||
17,714,700 H Shares 5.42% 5.42% October 27, 2026
|
||||
Tianjin Dehui Investment Management
|
||||
Partnership (Limited Partnership)
|
||||
(“Tianjin Dehui ”)
|
||||
19,815,600 H Shares 6.07% 6.07% October 27, 2026
|
||||
Jiangsu Jiequan Green Industry Equity
|
||||
Investment Fund (Limited Partnership)
|
||||
(“Jiequan Fund ”), Jiangsu Xingtou
|
||||
Xinyuan Equity Investment Fund
|
||||
(Limited Partnership) ( “Xinyuan
|
||||
Fund”) and Beijing Xingtou Youxuan
|
||||
Entrepreneurship Investment Fund
|
||||
(Limited Partnership) ( “Youxuan Fund ”)
|
||||
17,745,300 H Shares 5.43% 5.43% October 27, 2026
|
||||
Subtotal 72,619,500 H Shares 22.23% 22.23%
|
||||
Notes
|
||||
1. All existing Shareholders shall not dispose of any of the Shares held by them within the 12 months following
|
||||
the Listing Date as required under the applicable PRC laws. In accordance with Rule 18C.14(2) of the Listing
|
||||
Rules, the required lock-up period commences on the date by reference to which disclosure of its shareholding
|
||||
is made in the Prospectus and ends on the date which is six months from the Listing Date.
|
||||
2. Each of the Shareholders listed in the above table is a pathfinder SII of the Company as defined under Chapter
|
||||
2.5 of the Guide for New Listing Applicants.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
9
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon listing
|
||||
% of total issued
|
||||
H-shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject to
|
||||
the lock-up
|
||||
undertakings (Notes 1&2)
|
||||
Mr. Zhao 49,468,200 H Shares 15.14% 15.14% October 27, 2026
|
||||
Mr. Yang 11,711,400 H Shares 3.59% 3.59% October 27, 2026
|
||||
Deepexi Huachuang 37,299,300 H Shares 11.42% 11.42% October 27, 2026
|
||||
Deepexi Huaying 6,364,500 H Shares 1.95% 1.95% October 27, 2026
|
||||
Subtotal 104,843,400 H Shares 32.10% 32.10%
|
||||
Notes
|
||||
1. In addition to the lock-up requirements under PRC Company law and Rule 18C.14 of the Listing Rules, pursuant
|
||||
to the shareholders agreement dated February 6, 2025, as long as any of Tianjin Dehui, Pleasure Focus Limited,
|
||||
HH AUT, CHH AUT, Zhuhai Songheng Enterprise Management Partnership (Limited Partnership) ( मऎ੩㛬Ά
|
||||
ุ၍ଣΥྫΆุ (Υྫ )), Zhuhai Gaoling Zhike Equity Investment Partnership (Limited Partnership) ( मऎ
|
||||
ᛆҳ༟ΥྫΆุ (Υྫ )), 5Y Evolution Holding II, Jiequan Fund, Xinyuan Fund and Youxuan
|
||||
Fund holds the Shares of the Company, neither Mr. Zhao nor Mr. Yang shall dispose of more than 15% of the
|
||||
Shares they held as at the Listing Date without the written consent of such investors. Such lock-up requirement
|
||||
will be released upon the date on which such investors received 100% or more of their respective investment
|
||||
return.
|
||||
2. All existing Shareholders (including the Controlling Shareholders) shall not dispose of any of the Shares held by
|
||||
them within the 12 months following the Listing Date as required under the applicable PRC laws. In accordance
|
||||
with Rule 18C.13(1) of the Listing Rules, the required lock-up period commences on the date by reference to
|
||||
which disclosure of its shareholding is made in the Prospectus and end on the date which is 12 months from the
|
||||
Listing Date, being the same date on which the restriction against disposal of Shares under the applicable PRC
|
||||
laws ends.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
10
|
||||
Pre-IPO Investors (as defined in the Prospectus)
|
||||
Name (Note 1)
|
||||
Number of shares held
|
||||
in the Company subject
|
||||
to lock-up undertakings
|
||||
upon listing
|
||||
% of total issued
|
||||
H-shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day subject to
|
||||
the lock-up
|
||||
undertakings (Note 2)
|
||||
All Pre-IPO Investors (except for
|
||||
Pathfinder SIIs as set out in the above)
|
||||
122,537,100 H Shares 37.52% 37.52% October 27, 2026
|
||||
Subtotal 122,537,100 H Shares 37.52% 37.52%
|
||||
Notes
|
||||
1. Please see “History, Development and Corporate Structure – Pre-IPO Investments ” in the Prospectus for the
|
||||
identities of the Pre-IPO Investors other than the Pathfinder SIIs.
|
||||
2. All existing Shareholders (including the Controlling Shareholders) shall not dispose of any of the Shares held
|
||||
by them within the 12 months following the Listing Date as required under the applicable PRC laws.
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees*
|
||||
Number of
|
||||
H Shares
|
||||
allotted
|
||||
Allotment as %
|
||||
of International Offering
|
||||
Allotment as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares
|
||||
held upon
|
||||
Listing
|
||||
% of total issued share
|
||||
capital upon Listing
|
||||
Top 1 6,001,400 28.17% 22.53% 6,001,400 1.84%
|
||||
Top 5 15,359,600 72.09% 57.67% 15,359,600 4.70%
|
||||
Top 10 16,978,600 79.69% 63.75% 16,978,600 5.20%
|
||||
Top 25 19,742,400 92.66% 74.13% 19,742,400 6.04%
|
||||
Note
|
||||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
H Shareholders*
|
||||
Number
|
||||
of H
|
||||
Shares
|
||||
allotted
|
||||
Allotment as % of
|
||||
International
|
||||
Offering
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
Number of
|
||||
H Shares
|
||||
held upon
|
||||
Listing
|
||||
% of total issued H
|
||||
Shares capital upon
|
||||
Listing
|
||||
Number of
|
||||
Shares
|
||||
held upon
|
||||
Listing
|
||||
Top 1 0 0.00% 0.00% 104,843,400 32.10% 104,843,400
|
||||
Top 5 0 0.00% 0.00% 189,016,800 57.87% 189,016,800
|
||||
Top 10 0 0.00% 0.00% 258,256,500 79.07% 258,256,500
|
||||
Top 25 14,722,000 69.10% 55.28% 312,940,000 95.81% 312,940,000
|
||||
Note
|
||||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
11
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders*
|
||||
Number
|
||||
of H
|
||||
Shares
|
||||
allotted
|
||||
Allotment as % of
|
||||
International Offering
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
Number of
|
||||
H Shares
|
||||
held upon
|
||||
Listing
|
||||
Number of
|
||||
Shares
|
||||
held upon
|
||||
Listing
|
||||
% of total issued
|
||||
share capital
|
||||
upon Listing
|
||||
Top 1 0 0.00% 0.00% 104,843,400 104,843,400 32.10%
|
||||
Top 5 0 0.00% 0.00% 189,016,800 189,016,800 57.87%
|
||||
Top 10 0 0.00% 0.00% 258,256,500 258,256,500 79.07%
|
||||
Top 25 14,722,000 69.10% 55.28% 312,940,000 312,940,000 95.81%
|
||||
Note
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
12
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||||
the public will be conditionally allocated on the basis set out below:
|
||||
NO. OF
|
||||
H SHARES
|
||||
APPLIED FOR
|
||||
NO. OF
|
||||
VALID
|
||||
APPLICATIONS
|
||||
BASIS OF
|
||||
ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL NO.
|
||||
OF H SHARES
|
||||
APPLIED FOR
|
||||
POOL A
|
||||
200 108,817 3,265 out of 108,817 applicants to receive 200 H Shares 3.00%
|
||||
400 14,151 518 out of 14,151 applicants to receive 200 H Shares 1.83%
|
||||
600 6,269 258 out of 6,269 applicants to receive 200 H Shares 1.37%
|
||||
800 4,167 186 out of 4,167 applicants to receive 200 H Shares 1.12%
|
||||
1,000 5,818 277 out of 5,818 applicants to receive 200 H Shares 0.95%
|
||||
1,200 2,310 116 out of 2,310 applicants to receive 200 H Shares 0.84%
|
||||
1,400 1,594 84 out of 1,594 applicants to receive 200 H Shares 0.75%
|
||||
1,600 1,789 98 out of 1,789 applicants to receive 200 H Shares 0.68%
|
||||
1,800 5,700 321 out of 5,700 applicants to receive 200 H Shares 0.63%
|
||||
2,000 9,376 543 out of 9,376 applicants to receive 200 H Shares 0.58%
|
||||
3,000 4,246 277 out of 4,246 applicants to receive 200 H Shares 0.43%
|
||||
4,000 4,048 286 out of 4,048 applicants to receive 200 H Shares 0.35%
|
||||
5,000 2,482 187 out of 2,482 applicants to receive 200 H Shares 0.30%
|
||||
6,000 1,840 146 out of 1,840 applicants to receive 200 H Shares 0.26%
|
||||
7,000 1,375 114 out of 1,375 applicants to receive 200 H Shares 0.24%
|
||||
8,000 1,552 134 out of 1,552 applicants to receive 200 H Shares 0.22%
|
||||
9,000 1,000 89 out of 1,000 applicants to receive 200 H Shares 0.20%
|
||||
10,000 7,925 727 out of 7,925 applicants to receive 200 H Shares 0.18%
|
||||
20,000 5,940 665 out of 5,940 applicants to receive 200 H Shares 0.11%
|
||||
30,000 3,752 471 out of 3,752 applicants to receive 200 H Shares 0.08%
|
||||
40,000 3,452 471 out of 3,452 applicants to receive 200 H Shares 0.07%
|
||||
50,000 2,356 343 out of 2,356 applicants to receive 200 H Shares 0.06%
|
||||
60,000 1,889 290 out of 1,889 applicants to receive 200 H Shares 0.05%
|
||||
70,000 1,502 241 out of 1,502 applicants to receive 200 H Shares 0.05%
|
||||
80,000 1,657 276 out of 1,657 applicants to receive 200 H Shares 0.04%
|
||||
90,000 1,154 199 out of 1,154 applicants to receive 200 H Shares 0.04%
|
||||
100,000 2,536 450 out of 2,536 applicants to receive 200 H Shares 0.04%
|
||||
120,000 1,912 357 out of 1,912 applicants to receive 200 H Shares 0.03%
|
||||
140,000 1,504 294 out of 1,504 applicants to receive 200 H Shares 0.03%
|
||||
160,000 1,682 341 out of 1,682 applicants to receive 200 H Shares 0.03%
|
||||
180,000 6,166 1,292 out of 6,166 applicants to receive 200 H Shares 0.02%
|
||||
Total 219,961 Total number of Pool A successful applicants: 13,316
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
13
|
||||
NO. OF
|
||||
H SHARES
|
||||
APPLIED FOR
|
||||
NO. OF
|
||||
VALID
|
||||
APPLICATIONS
|
||||
BASIS OF
|
||||
ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL NO.
|
||||
OF H SHARES
|
||||
APPLIED FOR
|
||||
POOL B
|
||||
200,000 6,261 2,505 out of 6,261 applicants to receive 200 H Shares 0.04%
|
||||
300,000 2,264 1,342 out of 2,264 applicants to receive 200 H Shares 0.04%
|
||||
400,000 1,728 1,354 out of 1,728 applicants to receive 200 H Shares 0.04%
|
||||
500,000 1,637 1,592 out of 1,637 applicants to receive 200 H Shares 0.04%
|
||||
665,800 5,083 200 H Shares plus 1,440 out of 5,083 applicants to receive an
|
||||
additional 200 H Shares
|
||||
0.04%
|
||||
Total 16,973 Total number of Pool B successful applicants: 11,876
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Company ’s shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||||
purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction
|
||||
levy, SFC transaction levy and trading fee payable.
|
||||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||||
the Offer Shares have been allocated to and taken up by independent price setting investors in
|
||||
compliance with Rule 18C.08 of the Listing Rules.
|
||||
The Directors further confirm that at least 20% of the issued share capital of the Company will be
|
||||
held by sophisticated independent investors at the time of Listing in compliance with Chapter 2.5
|
||||
of the Guide for New Listing Applicants.
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
14
|
||||
OTHERS/ADDITIONAL INFORMATION
|
||||
Placing to Connected Clients with a Prior Consent under Paragraph 1C(1) of the Placing
|
||||
Guidelines and Chapter 4.15 of the Guide for New Listing Applicants
|
||||
Under the International Offering, certain Offer Shares were placed to connected clients of a
|
||||
distributor pursuant to the Placing Guidelines.
|
||||
Details of the placement to connected clients are set out below.
|
||||
Placee
|
||||
Connected
|
||||
distributor Relationship
|
||||
Whether the
|
||||
connected client
|
||||
will hold beneficial
|
||||
interests of Offer
|
||||
Shares on a
|
||||
nondiscretionary or
|
||||
discretionary basis
|
||||
for independent third
|
||||
parties (Note 3)
|
||||
Number
|
||||
of Offer
|
||||
Shares to be
|
||||
allocated to
|
||||
the connected
|
||||
client
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
China AMC HK (Note 1) CLSA Limited
|
||||
(“CLSA”)
|
||||
China AMC HK is a member of
|
||||
the same group of companies as
|
||||
CLSA.
|
||||
Discretionary basis 3,600
|
||||
H Shares
|
||||
0.01% 0.001%
|
||||
CSI CM (Note 2) CLSA CSI CM is a member of the
|
||||
same group of companies as
|
||||
CLSA.
|
||||
Non-discretionary basis 186,400
|
||||
H Shares
|
||||
0.70% 0.06%
|
||||
Notes
|
||||
1. China AM HK is a delegate of the investment manager of its underlying clients ( “China AM HK Ultimate
|
||||
Clients ”) and manages assets (in its capacity as an investment advisor of the China AM HK Ultimate Clients)
|
||||
and executes trades (in its capacity as a delegate of the investment manager of China AM HK Ultimate
|
||||
Clients) on behalf of China AM HK Ultimate Clients. To the best knowledge of China AM HK after making
|
||||
all reasonable enquiries, (i) each of the China AM HK Ultimate Clients is an independent third party of the
|
||||
Company, the Company ’s subsidiaries, substantial shareholders and Controlling Shareholders, CLSA, China AM
|
||||
HK and the companies which are members of the same group of companies as CLSA; and (ii) China AM HK is
|
||||
not a collective investment scheme which is not authorised by the SFC.
|
||||
2. CSI CM will act as the single counterparty of a back-to-back total return swap transaction (the “CSI CM
|
||||
Back-to-back TRS ”) to be entered into by CSI CM in connection with a total return swap order (the “CSI CM
|
||||
Client TRS ”) placed and fully funded by its ultimate clients (the “CSI CM Ultimate Client(s) ”), by which
|
||||
CSI CM will pass the full economic exposure of the Offer Shares placed to CSI CM to the CSI CM Ultimate
|
||||
Clients. CSI CM will hold the beneficial interest of the Offer Shares on behalf of the CSI CM Ultimate Client
|
||||
on a non-discretionary basis. The CSI CM Ultimate Client may exercise an early termination right to early
|
||||
terminate the CSI CM Client TRS at any time from the trade date of the CSI CM Client TRS which should
|
||||
be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity
|
||||
or termination of the CSI CM Client TRS by the CSI CM Ultimate Client, CSI CM will dispose of the Offer
|
||||
Shares on the secondary market and the CSI CM Ultimate Client will receive a final termination amount of the
|
||||
CSI CM Back-to-back TRS which should have taken into account all the economic returns or economic loss in
|
||||
relation to the Offer Shares and the fixed amount of transaction fees of the CSI CM Back-to-back TRS and the
|
||||
CSI CM Client TRS. CSI CM will not exercise the voting right of the Offer Shares during the terms of the CSI
|
||||
CM Back-to-back TRS. To the best knowledge of CSI CM after making all reasonable enquiries, (i) each of the
|
||||
CSI CM Ultimate Clients is an independent third party of the Company, the Company ’s subsidiaries, substantial
|
||||
shareholders and Controlling Shareholders, CLSA, CSI CM and the companies which are members of the same
|
||||
group of companies as CLSA; and (ii) CSI CM is not a collective investment scheme which is not authorised by
|
||||
the SFC.
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
15
|
||||
3. For the avoidance of doubt, the “independent third parties ” referred to in this announcement have been assessed
|
||||
with reference to footnote 6 to paragraph 6 of Chapter 4.15 of the Guide for New Listing Applicants, and
|
||||
the Overall Coordinators have confirmed that each of the abovementioned underlying clients/funds and their
|
||||
respective ultimate beneficial owners meet the relevant definition of independent third parties.
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such
|
||||
Offer Shares in the International Offering to the connected clients listed above. The allocation of
|
||||
Offer Shares to such connected clients is in compliance with all the conditions under the consent
|
||||
granted by the Stock Exchange.
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||||
the United States (including its territories and possessions, any state of the United States and
|
||||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||||
offer of securities in the United States.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||||
reliance on Regulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||||
investors should read the Prospectus dated October 20, 2025 issued by Deepexi Technology
|
||||
Co., Ltd. (ʮ̡ ) for detailed information about the Global Offering described
|
||||
below before deciding whether or not to invest in the Shares thereby being offered.
|
||||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||||
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any
|
||||
of the events set out in the section headed “Underwriting – Underwriting Arrangements
|
||||
and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus
|
||||
at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||||
expected to be on Tuesday, October 28, 2025).
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
16
|
||||
PUBLIC FLOAT AND FREE FLOAT
|
||||
Immediately following the completion of the Global Offering, an aggregate of 221,788,600 H
|
||||
Shares, representing approximately 67.90% of the total number of shares in the class to which H
|
||||
Shares belong of our Company will be counted towards the public float. Therefore, the number of
|
||||
H Shares held in public hands is higher than the prescribed percentage of H Shares required to be
|
||||
held in public hands of 17.23% of the total number of shares in the class to which H Shares belong
|
||||
under Rule 19A.13A(1) of the Listing Rules. The Directors confirm that, immediately following
|
||||
the completion of the Global Offering, (i) no placee will, individually, be placed more than 10% of
|
||||
the enlarged issued share capital of the Company immediately after the Global Offering; (ii) there
|
||||
will not be any new substantial Shareholder immediately after the Global Offering; (iii) the three
|
||||
largest public shareholders of the Company do not hold more than 50% of the H shares in public
|
||||
hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules;
|
||||
and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance with Rule
|
||||
8.08(2) of the Listing Rules.
|
||||
Based on an Offer Price of HK$26.66 per Offer Share, the Company will satisfy the free float
|
||||
requirement under Rule 19A.13C(1) of the Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
H Share certificates will only become valid at 8:00 a.m. on Tuesday, October 28, 2025 (Hong Kong
|
||||
time), provided that the Global Offering has become unconditional and the right of termination
|
||||
described in the section headed “Underwriting ” in the Prospectus has not been exercised. Investors
|
||||
who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming
|
||||
valid do so entirely at their own risk. Assuming that the Global Offering becomes unconditional at
|
||||
or before 8:00 a.m. on Tuesday, October 28, 2025 (Hong Kong time), it is expected that dealings
|
||||
in our H Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, October 28, 2025
|
||||
(Hong Kong time). The H Shares will be traded in board lots of 200 H Shares each. The stock code
|
||||
of the H Shares will be 1384.
|
||||
By order of the Board
|
||||
Deepexi Technology Co., Ltd.
|
||||
Mr. Zhao Jiehui
|
||||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||||
Beijing, October 27, 2025
|
||||
As at the date of this announcement, the board of directors of the Company comprises: (i) Mr.
|
||||
Zhao Jiehui, Mr. Yang Lei, Dr. Li Qiang, Mr. Cao Lianfei and Ms. Shi Yi as executive Directors;
|
||||
(ii) Mr. Wang Zhenghao as non-executive Director; and (iii) Dr. Yang Hongxia, Dr. Kong
|
||||
Xianguang and Mr. Zhang Jielong as independent non-executive Directors.
|
||||
File diff suppressed because it is too large
Load Diff
@@ -0,0 +1,686 @@
|
||||
--- page 1 ---
|
||||
Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
|
||||
(the ‘‘ Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited
|
||||
(‘‘HKSCC ’’) take no responsibility for the contents of this announcement, make no
|
||||
representation as to its accuracy or complet eness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
|
||||
the contents of this announcement.
|
||||
This announcement is not for relea se, publication, distribution, directly or indirectly, in or
|
||||
into the United States (including its territo ries and possessions, any state of the United
|
||||
States and the District of Columbia) or any oth er jurisdiction where such distribution is
|
||||
prohibited by law. This announcement does not constitute or form a part of any offer to sell
|
||||
or solicitation of an offer to buy, to purchas e or subscribe for securities nor shall there be
|
||||
any sale of Offer Shares in the United States or in any other jurisdictions in which such offer
|
||||
or solicitation would be unlawful. The securiti es mentioned herein have not been, and will
|
||||
not be, registered under the United States S ecurities Act of 1933 as amended from time to
|
||||
time (the ‘‘ U.S. Securities Act ’’) or any state securities law of the United States. The
|
||||
securities may not be offered, sold, pledged, o r transferred within the United States or to, or
|
||||
for the account or benefit of U.S. persons (as defined in Regulation S under the U.S.
|
||||
Securities Act (‘‘Regulation S ’’)) except pursuant to an exemption from, or in a transaction
|
||||
not subject to, the registration requirements of the U.S. Securities Act and in compliance
|
||||
with any applicable state secur ities laws. There will be no public offering of securities in the
|
||||
United States. The Offer Shares are being of fered and sold outside the United States in
|
||||
offshore transactions in reliance on Re gulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not consti tute an invitation or
|
||||
offer to acquire, purchase or subscribe for securities of the Company. This announcement is
|
||||
not a prospectus. Potential in vestors should read the prospectus dated 29 July 2024 (the
|
||||
‘‘Prospectus ’’) issued by Zhongmiao Hol dings (Qingdao) Co., Ltd. (
|
||||
眾淼控股（青島）股份
|
||||
有限公司)( t h e‘ ‘Company ’’) for detailed information about the Global Offering described
|
||||
below before deciding whether or not to invest in the H Shares thereby being offered. Any
|
||||
investment decision in relation to the Offer S hares should be taken solely in reliance on the
|
||||
information in the Prospectus.
|
||||
Unless otherwise defined in this announcement, capitalised terms used herein shall have the
|
||||
same meanings as those defined in the Prospectus.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms
|
||||
and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to
|
||||
any person who is outside Hong Kong and/or not resident in Hong Kong.
|
||||
–1–
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
Potential investors of the Offer Shares shoul d note that the Joint Sponsors and the Overall
|
||||
Coordinators (for themselves and on beha lf of the Hong Kong Underwriters) shall be
|
||||
entitled to terminate their obligations under t he Hong Kong Underwriting Agreement with
|
||||
immediate effect upon the occurrence of any of the events set out in the paragraph headed
|
||||
‘‘Underwriting — Underwriting Arrangem ents and Expenses — Hong Kong Public Offering
|
||||
— Grounds for Termination’’ in the Prospect us at any time prior to 8 : 00 a.m. (Hong Kong
|
||||
time) on the Listing Date.
|
||||
Potential investors should be aware that st abilising action cannot be taken to support the
|
||||
price of the H Shares for longer than the stabi lisation period which begins on the Listing
|
||||
Date and is expected to expire on Saturday, 31 August 2024, being the 30th day after the
|
||||
last day for the lodging of applications unde r the Hong Kong Public Offering. After this
|
||||
date, no further stabilising action may be tak en, demand for the H Shares, and therefore the
|
||||
price of the H Shares, could fall.
|
||||
–2–
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
Zhongmiao Holdings (Qingdao) Co., Ltd.
|
||||
眾 淼 控 股（ 青 島 ）股 份 有 限 公 司
|
||||
(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
|
||||
GLOBAL OFFERING
|
||||
N u m b e ro fO f f e rS h a r e su n d e r
|
||||
the Global Offering
|
||||
: 35,300,000 H Shares
|
||||
Number of Hong Kong Offer Shares : 4,357,000 H Shares
|
||||
Number of International Offer Shares : 30,943,000 H Shares
|
||||
Maximum Offer Price : HK$10.2 per H Share plus brokerage of 1.0%, SFC
|
||||
transaction levy of 0.0027%, Stock Exchange trading
|
||||
fee of 0.00565% and AFRC transaction levy of
|
||||
0.00015% (payable in full on application in Hong Kong
|
||||
dollars and subject to refund)
|
||||
Nominal value : RMB1.00 per H Share
|
||||
Stock Code : 1471
|
||||
Joint Sponsors
|
||||
(in alphabetical order)
|
||||
Overall Coordinators, Joint Global Coordinators
|
||||
(in alphabetical order)
|
||||
PA SECURITIES (HK)
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
PA SECURITIES (HK)
|
||||
Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
–3–
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
ZHONGMIAO HOLDINGS (QINGDAO) CO., LTD. / 眾淼控股(青島)股份有限公司
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||||
as those defined in the prospectus dated 29 July 2024 (the “Prospectus”) issued by Zhongmiao Holdings
|
||||
(Qingdao) Co., Ltd. (the “Company”).
|
||||
|
||||
Warning: In view of high concentration of shareholding in a small number of H Shareholders, H
|
||||
Shareholders and prospective investors should be aware that the price of the H Shares could move
|
||||
substantially even with a small number of H Shares traded and should exercise extreme caution
|
||||
when dealing in the H Shares.
|
||||
SUMMARY
|
||||
|
||||
Company information
|
||||
Stock code 1471
|
||||
Stock short name ZHONGMIAO
|
||||
Dealings commencement date 6 August 2024*
|
||||
*see note at the end of the announcement
|
||||
|
||||
Price Information
|
||||
Final Offer Price HK$7.000
|
||||
Offer Price Range HK$7.000 - HK$10.200
|
||||
Offer Price Adjustment exercised No
|
||||
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 35,300,000
|
||||
Number of Offer Shares in Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
4,357,000
|
||||
Number of offer shares in International Offering (after
|
||||
reallocation)
|
||||
30,943,000
|
||||
Number of issued shares upon Listing 141,195,600
|
||||
|
||||
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 0
|
||||
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$ 247.10 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$ (51.27) million
|
||||
Net proceeds HK$ 195.83 million
|
||||
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
|
||||
of proceeds, please refer to the Prospectus dated 29 July 2024.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
|
||||
No. of valid applications 4,677
|
||||
No. of successful applications 3,569
|
||||
Subscription level 16.07 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Hong Kong Public
|
||||
Offering
|
||||
3,530,000
|
||||
No. of Offer Shares reallocated from the International Offering 827,000
|
||||
Final no. of Offer Shares under the Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
4,357,000
|
||||
% of Offer Shares under the Hong Kong Public Offering to the
|
||||
Global Offering
|
||||
12.34%
|
||||
|
||||
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
|
||||
http://www.tricor.com.hk/ipo/result to perform a search by name or identification number or
|
||||
http://www.hkeipo.hk/IPOResult for the full list of allottees.
|
||||
INTERNATIONAL OFFERING
|
||||
|
||||
No. of placees 112
|
||||
Subscription Level 0.98 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offering
|
||||
31,770,000
|
||||
No. of Offer Shares reallocated to the Hong Kong Public Offering
|
||||
(claw-back)
|
||||
827,000
|
||||
Final no. of Offer Shares under the International Offering (after
|
||||
reallocation)
|
||||
30,943,000
|
||||
% of Offer Shares under the International Offering to the Global
|
||||
Offering
|
||||
87.66%
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
|
||||
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
|
||||
Directors, Supervisors, chief executive of the Company, controlling shareholders, substantial shareholders,
|
||||
existing shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii)
|
||||
none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
|
||||
from the Company, any of the Directors, Supervisors, chief executive of the Company, controlling shareholders,
|
||||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
|
||||
close associates in relation to the acquisition, disposal, voting or other disposition o f Shares registered in
|
||||
his/her/its name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
The placees in the International Offering include the following:
|
||||
Cornerstone Investors
|
||||
|
||||
Investor
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering
|
||||
Existing
|
||||
shareholders or
|
||||
their close
|
||||
associates
|
||||
The Reynold
|
||||
Lemkins Group
|
||||
(Asia) Limited
|
||||
1,428,500 4.05% 4.05% 1.01% No
|
||||
Hong Tai
|
||||
International III
|
||||
LPF
|
||||
5,176,000 14.66% 14.66% 3.67% No
|
||||
Total 6,604,500 18.71% 18.71% 4.68%
|
||||
Note:
|
||||
|
||||
To the knowledge of the Company, the Group, the Directors, the Supervisors, existing Shareholders or any
|
||||
of their respective close associates has not entered into any side agreements or arrangements with each
|
||||
of the Cornerstone Investors , their respective directors, existing shareholders or any of their respective
|
||||
close associates apart from the cornerstone investment agreement s dated 25 July 2024 entered into with
|
||||
The Reynold Lemkins Group (Asia) Limited and Hong Tai International III LPF respectively.
|
||||
|
||||
|
||||
Allottees with waivers/consents obtained
|
||||
|
||||
Investor
|
||||
No. of
|
||||
shares
|
||||
allocated
|
||||
% of offer
|
||||
shares
|
||||
% of total
|
||||
issued H Shares
|
||||
after the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering Relationship*
|
||||
Hong Tai
|
||||
International III
|
||||
LPF
|
||||
5,176,000 14.66% 14.66% 3.67% Connected client
|
||||
Total 5,176,000 14.66% 14.66% 3.67%
|
||||
Note:
|
||||
|
||||
The Company has applied for, and the Stock Exchange has granted the Company, its consent pursuant to
|
||||
paragraph 5(1) of Appendix F1 to the Listing Rules for Hong Tai International III LPF to participate as a
|
||||
cornerstone investor in the Global Offering. The allocation of Offer Shares to Hong Tai International III
|
||||
LPF is in compliance with all the conditions under the consent granted by the Stock Exchange. Please
|
||||
refer to the section headed “Waivers from Strict Compliance with the Listing Rules” in the Prospectus for
|
||||
further details.
|
||||
|
||||
#The H Shares placed to the above allottees are held on behalf of independent third parties (as defined in
|
||||
Chapter 4.15 of the Guide ) and are in compliance with all the conditions under the consent granted by the
|
||||
Stock Exchange.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
LOCK-UP UNDERTAKINGS
|
||||
According to the PRC Company Law, all the Shares held by the existing Shareholders (which consists of the
|
||||
Controlling Shareholders and the Pre-IPO Investors) prior to the Global Offering are subject to a lock-up period
|
||||
of one year from the Listing Date.
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Haier Group
|
||||
Corporation / 海爾集
|
||||
團公司(1)
|
||||
64,000,000 0.00% 45.33% 5 February
|
||||
2025 (First
|
||||
Six-Month
|
||||
Period) (2)
|
||||
5 August 2025
|
||||
(Second Six-
|
||||
Month Period)
|
||||
(2)
|
||||
Subtotal 64,000,000 0.00% 45.33%
|
||||
|
||||
Notes:
|
||||
1. Haier Group Corporation is entitled to exercise the voting rights attached to approximately
|
||||
45.33% of the total issued share capital of our Company immediately after the completion of the
|
||||
Global Offering through Qingdao Haichuanghui IoT, Qingdao Haichuanghui Investment,
|
||||
Haichuanghui Holding, Ningbo Meishan, Qingdao Haichuanghui Venture, Qingdao Haiyinghui
|
||||
and Qingdao Haichuanghui. For further details, please refer to the section headed “History and
|
||||
Development” in the Prospectus.
|
||||
|
||||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first
|
||||
six-month period ends on 5 February 2025 and for the second six-month period, on 5 August 2025.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
Pre-IPO Investors (as defined in the Prospectus)
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Qingdao Haizhongjie
|
||||
Management
|
||||
Consulting Enterprise
|
||||
(Limited Partnership)
|
||||
/青島海眾捷管理諮
|
||||
詢企業（有限合
|
||||
夥）
|
||||
2,933,300 0.00% 2.08% 5 August
|
||||
2025
|
||||
Qingdao Haixinsheng
|
||||
Management
|
||||
Consulting Enterprise
|
||||
(Limited Partnership)
|
||||
/青島海欣盛管理諮
|
||||
詢企業（有限合
|
||||
夥）
|
||||
568,300 0.00% 0.40% 5 August
|
||||
2025
|
||||
Qingdao
|
||||
Haichuangying
|
||||
Equity Investment
|
||||
Partnership (Limited
|
||||
Partnership) / 青島海
|
||||
創贏股權投資合夥
|
||||
企業（有限合夥）
|
||||
14,394,000 0.00% 10.19% 5 August
|
||||
2025
|
||||
Subtotal 17,895,600 0.00% 12.67%
|
||||
|
||||
The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
Existing Shareholders (other than the Pre-IPO Investors as defined in the Prospectus)
|
||||
Name
|
||||
Number of
|
||||
shares held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Lu Yao / 鹿遙(1) 27,501,600 0.00% 19.48% 5 August
|
||||
2025(2)
|
||||
Subtotal 27,501,600 0.00% 19.48%
|
||||
|
||||
Note:
|
||||
|
||||
1. Immediately following the completion of the Global Offering, our Company will be owned as to
|
||||
17.00%, 2.08% and 0.40% by Shanghai Zhaoqi, Qingdao Haizhongjie and Qingdao Haixinsheng,
|
||||
each of them is a limited partnership with Qingdao Haichuang (wholly owned by Lu Yao) as its
|
||||
general partner. Therefore, Lu Yao is deemed to be interested in the Shares held by Shanghai
|
||||
Zhaoqi, Qingdao Haizhongjie and Qingdao Haixinsheng under the SFO.
|
||||
|
||||
2. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||||
Law.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
Cornerstone Investors
|
||||
Name
|
||||
Number of
|
||||
shares held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
Last day
|
||||
subject to
|
||||
the lock-up
|
||||
undertakings
|
||||
Hong Tai International
|
||||
III LPF / 洪泰國際三
|
||||
號有限合夥基金
|
||||
5,176,000 14.66% 3.67% 5 February
|
||||
2025
|
||||
The Reynold Lemkins
|
||||
Group (Asia) Limited
|
||||
1,428,500 4.05% 1.01% 5 February
|
||||
2025
|
||||
Subtotal 6,604,500 18.71% 4.68%
|
||||
|
||||
Note:
|
||||
|
||||
In accordance with Chapter 4.15 (Placing -related Matters) of the Guide, the required lock -up ends on 5
|
||||
February 2025.
|
||||
|
||||
|
||||
Notes
|
||||
1. The Controlling Shareholder may dispose of or transfer H Shares after the indicated date subject to that the
|
||||
Controlling Shareholder will not cease to be a Controlling Shareholder.
|
||||
|
||||
2. The Controlling Shareholder and Cornerstone Investors will cease to be prohibited from disposing of or transfer ring
|
||||
H Shares after the indicated date.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees Number of H Shares allotted
|
||||
|
||||
Allotment as % of International Offering Allotment as % of total Offer Shares
|
||||
Number of
|
||||
Shares held upon Listing
|
||||
|
||||
% of total issued share capital upon
|
||||
Listing
|
||||
Top 1 5,176,000 16.73% 14.66% 5,176,000 3.67%
|
||||
Top 5 19,628,000 63.43% 55.60% 19,628,000 13.90%
|
||||
Top 10 28,658,500 92.62% 81.19% 28,658,500 20.30%
|
||||
Top 25 30,899,500 99.86% 87.53% 30,899,500 21.88%
|
||||
|
||||
Notes
|
||||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
H
|
||||
Shareholders*
|
||||
Number of H Shares
|
||||
allotted
|
||||
|
||||
Allotment as
|
||||
% of Hong
|
||||
Kong Public
|
||||
Offering
|
||||
|
||||
Allotment as % of
|
||||
International
|
||||
Offering#
|
||||
Allotment as % of total Offer
|
||||
Shares
|
||||
Number of H Shares held
|
||||
upon Listing
|
||||
|
||||
% of total issued H Shares capital
|
||||
upon Listing
|
||||
Number of Shares held
|
||||
upon Listing
|
||||
|
||||
Top 1 5,176,000 0.00% 16.73% 14.66% 5,176,000 14.66% 5,176,000
|
||||
Top 5 19,628,000 0.00% 63.43% 55.60% 19,628,000 55.60% 19,628,000
|
||||
Top 10 28,658,500 0.00% 92.62% 81.19% 28,658,500 81.19% 28,658,000
|
||||
Top 25 33,076,000 50.14% 99.83% 93.70% 33,076,000 93.70% 33,076,000
|
||||
Notes
|
||||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||||
# Exclusive of 2,184,500 H Shares allotted to certain of the top 25 H Shareholders under the Hong Kong Public Offering
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders Number of H Shares allotted
|
||||
Allotment as % of
|
||||
Hong Kong Public
|
||||
Offering
|
||||
|
||||
Allotment as % of
|
||||
International Offering
|
||||
## Allotment as % of total
|
||||
Offer Shares
|
||||
Number of H Shares
|
||||
held upon Listing
|
||||
Number of Shares held
|
||||
upon Listing
|
||||
|
||||
% of total issued share
|
||||
capital upon Listing
|
||||
Top 1 0 0.00% 0.00% 0.00% 0 64,000,000 45.33%
|
||||
Top 5 9,828,500 0.00% 31.76% 27.84% 9,828,500 115,724,100 81.96%
|
||||
Top 10 24,273,000 0.00% 78.44% 68.76% 24,273,000 130,168,600 92.19%
|
||||
Top 25 33,070,000 50.00% 99.83% 93.68% 33,070,500 138,965,600 98.42%
|
||||
Notes
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon Listing.
|
||||
## Exclusive of 2,178,500 H Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||||
the public will be conditionally allocated on the basis set out below:
|
||||
|
||||
NO. OF H SHARES APPLIED
|
||||
FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS
|
||||
BASIS OF
|
||||
ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE ALLOTTED
|
||||
OF THE TOTAL NO. OF H
|
||||
SHARES APPLIED FOR
|
||||
500 869 0 H Shares 50.00% 500 869 500 H Shares
|
||||
1,000 139 0 H Shares 31.32% 1,000 233 500 H Shares
|
||||
1,500 42 0 H Shares 23.74% 1,500 104 500 H Shares
|
||||
2,000 22 0 H Shares 20.05% 2,000 89 500 H Shares
|
||||
2,500 15 0 H Shares 16.88% 2,500 81 500 H Shares
|
||||
3,000 9 0 H Shares 14.67% 3,000 66 500 H Shares
|
||||
3,500 2 0 H Shares 13.45% 3,500 32 500 H Shares
|
||||
4,000 3 0 H Shares 12.01% 4,000 73 500 H Shares
|
||||
4,500 7 0 H Shares 11.01% 4,500 752 500 H Shares
|
||||
5,000 152 500 H Shares 10.00%
|
||||
6,000 18 500 H Shares 9.17% 6,000 2 1,000 H Shares
|
||||
7,000 16 500 H Shares 8.27% 7,000 3 1,000 H Shares
|
||||
8,000 21 500 H Shares 7.45% 8,000 5 1,000 H Shares
|
||||
9,000 135 500 H Shares 6.83% 9,000 40 1,000 H Shares
|
||||
10,000 92 500 H Shares 6.41% 10,000 36 1,000 H Shares
|
||||
15,000 71 500 H Shares 4.80% 15,000 56 1,000 H Shares
|
||||
20,000 74 500 H Shares 3.94% 20,000 100 1,000 H Shares
|
||||
25,000 34 500 H Shares 3.39% 25,000 77 1,000 H Shares
|
||||
30,000 9 500 H Shares 3.01% 30,000 37 1,000 H Shares
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
35,000 1 500 H Shares 2.76% 35,000 13 1,000 H Shares
|
||||
40,000 1 500 H Shares 2.45% 40,000 26 1,000 H Shares
|
||||
45,000 16 1,000 H Shares 2.22%
|
||||
50,000 77 1,000 H Shares 2.10% 50,000 9 1,500 H Shares
|
||||
60,000 8 1,000 H Shares 1.89% 60,000 3 1,500 H Shares
|
||||
70,000 9 1,000 H Shares 1.68% 70,000 5 1,500 H Shares
|
||||
80,000 9 1,000 H Shares 1.54% 80,000 8 1,500 H Shares
|
||||
90,000 3 1,000 H Shares 1.43% 90,000 4 1,500 H Shares
|
||||
100,000 13 1,000 H Shares 1.31% 100,000 21 1,500 H Shares
|
||||
200,000 12 1,500 H Shares 0.75%
|
||||
300,000 4 1,500 H Shares 0.61% 300,000 8 2,000 H Shares
|
||||
400,000 36 2,000 H Shares 0.50%
|
||||
500,000 5 351,500 H Shares 70.30%
|
||||
600,000 1 421,000 H Shares 70.17%
|
||||
Total 4,677 4,357,000 H Shares
|
||||
|
||||
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
REALLOCATION AND ALLOTMENT TO CORNERSTONE INVESTORS
|
||||
As the Hong Kong Public Offering has been oversubscribed but the International Offering was slightly
|
||||
undersubscribed, the reallocation procedure pursuant to paragraph 8 and 9 of Chapter 4.14 (Offering-
|
||||
related Mechanisms) of the Guide and as disclosed in the Prospectus has been applied. Pursuant to the
|
||||
aforementioned reallocation procedure, 827,000 Offer Shares were reallocated from the International
|
||||
Offering to the Hong Kong Public Offering and the final number of Offer Shares under the Hong Kong
|
||||
Public Offering is adjusted to 4,357,000 H Shares, representing approximately 12.3% of the total
|
||||
number of Offer Shares initially available under the Global Offering.
|
||||
Taking into consideration that, among others, the cornerstone investments are long-term in scope and
|
||||
the Company is of the view that the confidence from Cornerstone Investors may influence the market's
|
||||
perception, the Company exercised its discretion and d ecided not to deduct the number of H Shares
|
||||
subscribed by the Cornerstone Investors on a pro rata basis in accordance with the mechanism as
|
||||
disclosed in the Prospectus.
|
||||
PUBLIC FLOAT
|
||||
The Directors confirm that immediately after the Global Offering, (i) the total number of H Shares
|
||||
held by the public represents 25.00% of the total number of issued H Shares of the Company and will
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
satisfy the minimum percentage as prescribed by Rule 8.08(1) of the Listing Rules; (ii) the three largest
|
||||
public Shareholders do not hold more than 50% of the Shares held in public hands at the time of the
|
||||
Listing in compliance with Rule 8.08(3) and Rule 8.24 of the Listing Rules; (iii) there will not be any
|
||||
new substantial shareholder (as defined in the Listing Rules) of the Company; and (iv) there will be at
|
||||
least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that , except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Company’s H shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||||
transaction levy and trading fee payable.
|
||||
|
||||
DISCLAIMERS
|
||||
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||||
or in reliance upon the whole or any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||||
United States (including its territories and possessions, any state of the United States and the District
|
||||
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
|
||||
purchase or subscribe for securities in the United States. The securities mentioned herein have not
|
||||
been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S.
|
||||
Securities Act”). The securities may not be offered or sold in the United States except pursuant to an
|
||||
exemption from the registration requirements of the U.S. Securities Act and in compliance with any
|
||||
applicable state securities laws, or outside the United States unless in compliance with Regulation S
|
||||
under the U.S. Securities Act. There will be no public offer o f securities in the United States.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance
|
||||
on Regulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||||
investors should read the Prospectus dated 29 July 2024 issued by Zhongmiao Holdings (Qingdao) Co.,
|
||||
Ltd. for detailed information about the Global Offering described below before deciding whether or
|
||||
not to invest in the H Shares thereby being offered.
|
||||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||||
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
|
||||
the occurrence of any of the events set out in the paragraph headed “Underwriting – Underwriting
|
||||
Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement –
|
||||
Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
|
||||
Listing Date (which is currently expected to be on 6 August 2024).
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
COMMENCEMENT OF DEALINGS
|
||||
H Share certificates will only become valid evidence of title at 8 : 00 a.m. on Tuesday, 6
|
||||
August 2024 provided that (i) the Global O ffering has become unconditional in all
|
||||
respects and (ii) the right of termination as described in ‘‘Underwriting — Underwriting
|
||||
Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||||
Termination’’ in the Prospectus has not b een exercised. Investors who trade H Shares
|
||||
on the basis of publicly available allocati on details or prior to the receipt of H Share
|
||||
certificates or prior to the H Share certific ates becoming valid evidence of title do so
|
||||
entirely at their own risk.
|
||||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00
|
||||
a.m. in Hong Kong on Tuesday, 6 August 2024, it is expected that dealings in the H
|
||||
Shares on the Stock Exchange will commenc e at 9 : 00 a.m. on Tuesday, 6 August 2024.
|
||||
The H Shares will be traded in board lots of 500 H Shares each and the stock code of the
|
||||
H Shares will be 1471.
|
||||
By order of the Board
|
||||
Zhongmiao Holdings (Qingdao) Co., Ltd.
|
||||
Lu Yao
|
||||
Chairman and Executive Director
|
||||
Hong Kong, 5 August 2024
|
||||
As at the date of this announcement, the Boa rd comprises Mr. Lu Yao, Mr. Zhang Zhiquan,
|
||||
Ms. Li Tian and Mr. Wang Heping as executiv e Directors; and Ms. Fang Qiaoling, Mr.
|
||||
Chung Wai Man and Ms. Ng Sin Kiu as ind ependent non-executive Directors.
|
||||
–4–
|
||||
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@@ -0,0 +1,734 @@
|
||||
--- page 1 ---
|
||||
– 1 –
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
|
||||
the contents of this announcement, make no representation as to its accuracy or completeness and expressly
|
||||
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
|
||||
part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
|
||||
States (including its territories and possessions, any state of the United States and the District of Columbia).
|
||||
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
|
||||
securities in the United States or in any other jurisdictions. The securities mentioned herein have not been,
|
||||
and will not be, registered under the United States Securities Act of 1933 as amended from time to time (the
|
||||
“U.S. Securities Act”) or any state securities law of the United States. The securities may not be offered,
|
||||
sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as
|
||||
defined in Regulation S under the U.S. Securities Act (“Regulation S”)), except in transactions exempt from,
|
||||
or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may be offered,
|
||||
sold or delivered outside the United States to non-U.S. persons in offshore transactions in accordance with
|
||||
Regulation S.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||||
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should
|
||||
read the prospectus dated December 31, 2025 (the “Prospectus”) issued by Hongxing Coldchain (Hunan)
|
||||
Co., Ltd. (紅星冷鏈（湖南）股份有限公司 ) (the “Company”) for detailed information about the Global
|
||||
Offering described below before deciding whether or not to invest in the H Shares thereby being offered. Any
|
||||
investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the
|
||||
Prospectus.
|
||||
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
|
||||
as those defined in the Prospectus.
|
||||
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on
|
||||
behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong
|
||||
Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
|
||||
the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public
|
||||
Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on
|
||||
the Listing Date (which is currently expected to be on Tuesday, January 13, 2026).
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
– 2 –
|
||||
Hongxing Coldchain (Hunan) Co., Ltd.
|
||||
ʮ̡
|
||||
(a joint stock company incorporated in the People’s Republic of China with limited liability)
|
||||
Global Offering
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
: 23,263,000 H Shares
|
||||
Number of Hong Kong Offer Shares : 2,326,500 H Shares (subject to
|
||||
reallocation)
|
||||
Number of International Offer Shares : 20,936,500 H Shares (subject to reallocation)
|
||||
Offer Price : HK$12.26 per H Share, plus brokerage of
|
||||
1%, SFC transaction levy of 0.0027%,
|
||||
AFRC transaction levy of 0.00015% and
|
||||
Stock Exchange trading fee of 0.00565%
|
||||
(payable in full on application and subject
|
||||
to refund)
|
||||
Nominal value : RMB1.0 per H Share
|
||||
Stock code : 01641
|
||||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Ruibang
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
– 3 –
|
||||
HONGXING COLDCHAIN (HUNAN) CO., LTD.
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have
|
||||
the same meanings as those defined in the prospectus dated December 31, 2025 (the
|
||||
“Prospectus”) issued by Hongxing Coldchain (Hunan) Co., Ltd. ( 紅星冷鏈（湖南）股份
|
||||
有限公司) (the “Company”).
|
||||
Warning: In view of high concentration of shareholding in a small number of H
|
||||
Shareholders, H Shareholders and prospective investors should be aware that the
|
||||
price of the H Shares could move substantially even with a small number of H Shares
|
||||
traded and should exercise extreme caution when dealing in the H Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 1641
|
||||
Stock short name HX COLDCHAIN
|
||||
Dealings commencement date January 13, 2026*
|
||||
*see note at the end of the announcement
|
||||
Price Information
|
||||
Offer Price HK$12.26
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 23,263,000 H Shares
|
||||
Final Number of Offer Shares in Hong Kong Public
|
||||
Offering
|
||||
2,326,500 H Shares
|
||||
Final Number of Offer Shares in International
|
||||
Offering
|
||||
20,936,500 H Shares
|
||||
Number of issued Shares upon Listing 98,263,000 Shares
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
– 4 –
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$285.20 million
|
||||
Less: Estimated listing expenses payable based on
|
||||
Offer Price
|
||||
HK$(32.87) million
|
||||
Net proceeds HK$252.33 million
|
||||
Note: Gross proceeds refers to the amount to which the Company is entitled receive. For details of the use
|
||||
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
– 5 –
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
No. of valid applications 103,102
|
||||
No. of successful applications 4,653
|
||||
Subscription level 2,309.25 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Hong
|
||||
Kong Public Offering
|
||||
2,326,500
|
||||
H Shares
|
||||
No. of Offer Shares reallocated from the International
|
||||
Offering (claw-back)
|
||||
N/A
|
||||
Final no. of Offer Shares under the Hong Kong Public
|
||||
Offering
|
||||
2,326,500
|
||||
H Shares
|
||||
% of Offer Shares under the Hong Kong Public Offering to
|
||||
the Global Offering
|
||||
10%
|
||||
Note: For details of the final allocation of the H Shares to the Hong Kong Public Offering, investors
|
||||
can refer to https://www.hkeipo.hk/iporesult to perform a search by identification number or
|
||||
https://www.hkeipo.hk/iporesult for the full list of allottees.
|
||||
INTERNATIONAL OFFERING
|
||||
No. of placees 106
|
||||
Subscription level 1.65 times
|
||||
No. of Offer Shares initially available under the
|
||||
International Offering
|
||||
20,936,500 H Shares
|
||||
No. of Offer Shares reallocated to the Hong Kong Public
|
||||
Offering (claw-back)
|
||||
No
|
||||
Final no. of Offer Shares under the International Offering 20,936,500
|
||||
H Shares
|
||||
% of Offer Shares under the International Offering to the
|
||||
Global Offering
|
||||
90%
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none
|
||||
of the Offer Shares subscribed by the placees and the public have been financed directly or
|
||||
indirectly by the Company, any of the Directors, chief executive of the Company, Controlling
|
||||
Shareholders, substantial Shareholders, existing Shareholders of the Company or any of
|
||||
its subsidiaries or their respective close associates; and (ii) none of the placees and the
|
||||
public who have purchased the Offer Shares are accustomed to taking instructions from the
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
– 6 –
|
||||
Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
|
||||
substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries
|
||||
or their respective close associates in relation to the acquisition, disposal, voting or other
|
||||
disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
|
||||
The placees in the International Offering include the following:
|
||||
Cornerstone Investor
|
||||
Investor Note 1
|
||||
No. of Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after
|
||||
the Global
|
||||
Offering
|
||||
Existing
|
||||
shareholders
|
||||
or their close
|
||||
associates
|
||||
FUHUIDA (HK) LIMITED
|
||||
(“FUHUIDA HK”)
|
||||
1,781,000 7.66% 7.25% 1.81% No
|
||||
Total 1,781,000 7.66% 7.25% 1.81%
|
||||
Note:
|
||||
(1) For further details of the Cornerstone Investor, please refer to the section headed “Cornerstone
|
||||
Investors” in the Prospectus.
|
||||
Allottee with Consent Obtained
|
||||
Investor
|
||||
No. of Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after
|
||||
the Global
|
||||
Offering Relationship
|
||||
Allottee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Listing Guide in relation to
|
||||
allocations to connected client Note 1
|
||||
Orient Asset Management
|
||||
(Hong Kong) Limited (“Orient
|
||||
AM”)
|
||||
4,359,000 18.74% 17.74% 4.44% A connected
|
||||
client
|
||||
Note:
|
||||
(1) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15
|
||||
of the Listing Guide in relation to allocations to a connected client, please refer to the section
|
||||
headed “Others/Additional Information — Placing to a connected client with prior consent under
|
||||
paragraph 1C(1) of the Placing Guidelines” in this announcement.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
– 7 –
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of
|
||||
Unlisted
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
Number of H
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of
|
||||
shareholding
|
||||
in the
|
||||
Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertakings Note 1
|
||||
Hongxing Shiye Industrial
|
||||
Group Co., Ltd. (紅星實業
|
||||
集團有限公司)
|
||||
43,690,535 — — 44.46% January 12, 2027
|
||||
Changsha Hongri Jingming
|
||||
Equity Investment
|
||||
Partnership (Limited
|
||||
Partnership) (長沙紅日景明
|
||||
股權投資合夥企業(有限
|
||||
合夥))
|
||||
6,045,039 — — 6.15% January 12, 2027
|
||||
Changsha Hongri Mingsheng
|
||||
Enterprise Management
|
||||
Partnership (Limited
|
||||
Partnership) 長沙紅日明升
|
||||
企業管理合夥企業(有限
|
||||
合夥)
|
||||
3,491,905 — — 3.56% January 12, 2027
|
||||
Changsha Hongxing
|
||||
Investment Management
|
||||
Center (長沙紅星投資經營
|
||||
管理中心) Note 2
|
||||
53,227,479 — — 54.17% January 12, 2027
|
||||
Subtotal 53,227,479 — — 54.17%
|
||||
Note:
|
||||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Laws. The required lock-up for the Controlling
|
||||
Shareholders ends on January 12, 2027, being 12 months following the Listing Date.
|
||||
(2) For illustrative purposes only, this subsection lists only those members of the Controlling Shareholders who hold Shares directly in the
|
||||
Company. Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders (namely, Hongxing Shiye, Hongri Jingming,
|
||||
Hongri Mingsheng and Hongxing Center) has undertaken to the Company and the Stock Exchange that it shall, and shall procure that the
|
||||
relevant registered holders of the Shares in which it is beneficially interested shall, comply with the applicable lock-up requirements. For
|
||||
further details, please refer to the section headed “Underwriting — Underwriting Arrangements and Expenses -Undertakings to the Stock
|
||||
Exchange pursuant to the Listing Rules” in the Prospectus.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
– 8 –
|
||||
Cornerstone Investor
|
||||
Investor Note 1
|
||||
Number of
|
||||
Unlisted
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
Number of H
|
||||
Shares held in
|
||||
the Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of total
|
||||
issued H
|
||||
Shares after
|
||||
the Global
|
||||
Offering
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of
|
||||
shareholding
|
||||
in the
|
||||
Company
|
||||
subject to
|
||||
lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertaking Note 1
|
||||
FUHUIDA HK — 1,781,000 7.25% 1.81% July 12, 2026
|
||||
Subtotal — 1,781,000 7.25% 1.81%
|
||||
Note:
|
||||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on
|
||||
July 12, 2026, being six months following the Listing Date. The Cornerstone Investor will cease to
|
||||
be prohibited from disposing of or transferring H Shares subscribed for pursuant to the relevant
|
||||
cornerstone investment agreement after the indicated date.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
– 9 –
|
||||
Other Existing Shareholders
|
||||
Name
|
||||
Number of
|
||||
Unlisted
|
||||
Shares held in
|
||||
the Company
|
||||
subject to lock-
|
||||
up undertakings
|
||||
upon Listing
|
||||
Number of H
|
||||
Shares held in
|
||||
the Company
|
||||
subject to lock-
|
||||
up undertakings
|
||||
upon Listing
|
||||
% of total issued
|
||||
H Shares after the
|
||||
Global Offering
|
||||
subject to lock-
|
||||
up undertakings
|
||||
upon Listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-
|
||||
up undertakings
|
||||
upon Listing
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertakings Note 1
|
||||
Hunan Food Industry Co. Ltd.
|
||||
(湖南省食品產業有限公司)
|
||||
3,637,401 — — 3.7% January 12, 2027
|
||||
Xie Longgui (謝龍貴) 1,813,512 — — 1.85% January 12, 2027
|
||||
Chen Ai (陳愛) 1,360,134 — — 1.38% January 12, 2027
|
||||
Huang Fusheng (黃福生) 1,020,100 340,034 1.38% 1.38% January 12, 2027
|
||||
Dai Mingzhi (戴明智) 906,756 — — 0.92% January 12, 2027
|
||||
Wu Ruiqi (吳瑞棋) 906,756 — — 0.92% January 12, 2027
|
||||
Li Wenjing (黎雯靜) 906,756 — — 0.92% January 12, 2027
|
||||
Luo Qinli (羅勤立) 906,756 — — 0.92% January 12, 2027
|
||||
Song Deying (宋德映) 906,756 — — 0.92% January 12, 2027
|
||||
Chen Xinglong (陳興隆) 634,729 — — 0.65% January 12, 2027
|
||||
Cheng Yan (成燕) 340,033 113,345 0.46% 0.46% January 12, 2027
|
||||
Lu Yuanhong (呂元紅) 453,378 — — 0.46% January 12, 2027
|
||||
Wu Jun (吳軍) 453,378 — — 0.46% January 12, 2027
|
||||
Peng Wenzhao (彭文釗) 453,378 — — 0.46% January 12, 2027
|
||||
Luo Tiexing (羅鐵興) 340,033 113,345 0.46% 0.46% January 12, 2027
|
||||
Yi Guangyue (易光躍) 453,378 — — 0.46% January 12, 2027
|
||||
Zeng Wei (曾維) 453,378 — — 0.46% January 12, 2027
|
||||
Zeng Ya (曾亞) 453,378 — — 0.46% January 12, 2027
|
||||
Li Changxiao (李昌孝) 340,033 113,345 0.46% 0.46% January 12, 2027
|
||||
Kong Yu (孔昱) 340,033 113,345 0.46% 0.46% January 12, 2027
|
||||
Song Liwen (宋利文) 453,378 — — 0.46% January 12, 2027
|
||||
Zou Songqiu (鄒松球) 226,689 226,689 0.92% 0.46% January 12, 2027
|
||||
Sun Ping (孫萍) 453,378 — — 0.46% January 12, 2027
|
||||
Li Zhenbin (李振斌) 340,033 113,345 0.46% 0.46% January 12, 2027
|
||||
Li Gang (李剛) 453,378 — — 0.46% January 12, 2027
|
||||
Liu Xinming (柳新明) 272,027 — — 0.28% January 12, 2027
|
||||
Wu Yong (吳勇) 241,802 — — 0.25% January 12, 2027
|
||||
Zhang Mingsheng (張明生) 226,689 — — 0.23% January 12, 2027
|
||||
Li Zhenwu (李振武) 170,017 56,672 0.23% 0.23% January 12, 2027
|
||||
Li Dengyun (李登雲) 170,017 56,672 0.23% 0.23% January 12, 2027
|
||||
Zhang Ying (張穎) 170,017 56,672 0.23% 0.23% January 12, 2027
|
||||
Liu Xiaolian (劉小連) 211,576 — — 0.22% January 12, 2027
|
||||
Subtotal 20,469,057 1,303,464 5.29% 22.13%
|
||||
Note:
|
||||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||||
Laws. The required lock-up for existing Shareholders ends on January 12, 2027 being 12 months
|
||||
following the Listing Date.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
– 10 –
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees
|
||||
Number of
|
||||
H Shares
|
||||
allotted
|
||||
Allotment
|
||||
as % of
|
||||
International
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
Top 1 4,359,000 20.8% 18.7% 4,359,000 4.4%
|
||||
Top 5 15,465,000 73.9% 66.5% 15,465,000 15.7%
|
||||
Top 10 20,229,500 96.6% 87.0% 20,229,500 20.6%
|
||||
Top 25 20,888,000 99.8% 89.8% 20,888,000 21.3%
|
||||
Note:
|
||||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
H Shareholders*
|
||||
Number of
|
||||
H Shares
|
||||
allotted
|
||||
Allotment as %
|
||||
of International
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
H Shares held
|
||||
upon Listing
|
||||
% of total
|
||||
issued H Shares
|
||||
capital upon
|
||||
Listing
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
Top 1 4,359,000 20.8% 18.7% 4,359,000 17.7% 4,359,000
|
||||
Top 5 15,465,000 73.9% 66.5% 15,465,000 63.0% 15,465,000
|
||||
Top 10 20,229,500 96.6% 87.0% 20,229,500 82.3% 20,229,500
|
||||
Top 25 20,806,000 99.4% 89.4% 22,109,464 90.0% 25,566,469
|
||||
Note:
|
||||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
– 11 –
|
||||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
Shareholders
|
||||
Number of
|
||||
H Shares
|
||||
allotted
|
||||
Allotment
|
||||
as % of
|
||||
International
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of H
|
||||
Shares held
|
||||
upon Listing
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
Top 1 – N/A N/A – 53,227,479 54.2%
|
||||
Top 5 11,946,000 57.1% 51.4% 11,946,000 68,810,880 70.0%
|
||||
Top 10 15,465,000 73.9% 66.5% 15,805,034 76,863,660 78.2%
|
||||
Top 25 20,229,500 96.6% 87.0% 21,136,258 88,610,181 90.2%
|
||||
Note:
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
|
||||
Listing.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
– 12 –
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications
|
||||
made by the public will be conditionally allocated on the basis set out below:
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS
|
||||
BASIS OF ALLOTMENT/BALLOT
|
||||
POOL A
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
500 65,757 658 out of 65,757 applicants to receive 500 H Shares 1.00%
|
||||
1,000 5,105 71 out of 5,105 applicants to receive 500 H Shares 0.70%
|
||||
1,500 2,063 35 out of 2,063 applicants to receive 500 H Shares 0.57%
|
||||
2,000 1,413 27 out of 1,413 applicants to receive 500 H Shares 0.48%
|
||||
2,500 1,360 29 out of 1,360 applicants to receive 500 H Shares 0.43%
|
||||
3,000 751 17 out of 751 applicants to receive 500 H Shares 0.38%
|
||||
3,500 575 14 out of 575 applicants to receive 500 H Shares 0.35%
|
||||
4,000 2,102 55 out of 2,102 applicants to receive 500 H Shares 0.33%
|
||||
4,500 597 17 out of 597 applicants to receive 500 H Shares 0.32%
|
||||
5,000 2,783 80 out of 2,783 applicants to receive 500 H Shares 0.29%
|
||||
6,000 719 23 out of 719 applicants to receive 500 H Shares 0.27%
|
||||
7,000 503 17 out of 503 applicants to receive 500 H Shares 0.24%
|
||||
8,000 805 29 out of 805 applicants to receive 500 H Shares 0.23%
|
||||
9,000 719 27 out of 719 applicants to receive 500 H Shares 0.21%
|
||||
10,000 1,819 72 out of 1,819 applicants to receive 500 H Shares 0.20%
|
||||
15,000 1,029 49 out of 1,029 applicants to receive 500 H Shares 0.16%
|
||||
20,000 767 42 out of 767 applicants to receive 500 H Shares 0.14%
|
||||
25,000 689 42 out of 689 applicants to receive 500 H Shares 0.12%
|
||||
30,000 439 29 out of 439 applicants to receive 500 H Shares 0.11%
|
||||
35,000 358 25 out of 358 applicants to receive 500 H Shares 0.10%
|
||||
40,000 414 31 out of 414 applicants to receive 500 H Shares 0.09%
|
||||
45,000 256 20 out of 256 applicants to receive 500 H Shares 0.09%
|
||||
50,000 787 65 out of 787 applicants to receive 500 H Shares 0.08%
|
||||
60,000 476 43 out of 476 applicants to receive 500 H Shares 0.08%
|
||||
70,000 375 36 out of 375 applicants to receive 500 H Shares 0.07%
|
||||
80,000 450 46 out of 450 applicants to receive 500 H Shares 0.06%
|
||||
90,000 395 43 out of 395 applicants to receive 500 H Shares 0.06%
|
||||
100,000 1,931 217 out of 1,931 applicants to receive 500 H Shares 0.06%
|
||||
200,000 987 152 out of 987 applicants to receive 500 H Shares 0.04%
|
||||
300,000 690 128 out of 690 applicants to receive 500 H Shares 0.03%
|
||||
400,000 891 188 out of 891 applicants to receive 500 H Shares 0.03%
|
||||
98,005 Total number of Pool A successful applicants: 2,327
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS
|
||||
BASIS OF ALLOTMENT/BALLOT
|
||||
POOL B
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF SHARES
|
||||
APPLIED FOR
|
||||
500,000 1,982 793 out of 1,982 applicants to receive 500 H Shares 0.04%
|
||||
600,000 425 181 out of 425 applicants to receive 500 H Shares 0.04%
|
||||
700,000 296 132 out of 296 applicants to receive 500 H Shares 0.03%
|
||||
800,000 264 123 out of 264 applicants to receive 500 H Shares 0.03%
|
||||
900,000 242 117 out of 242 applicants to receive 500 H Shares 0.03%
|
||||
1,000,000 260 130 out of 260 applicants to receive 500 H Shares 0.03%
|
||||
1,163,000 1,628 850 out of 1,628 applicants to receive 500 H Shares 0.02%
|
||||
5,097 Total number of Pool B successful applicants: 2,326
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
– 13 –
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||||
in the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||||
participants. Investors should contact their relevant brokers for any inquiries.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/
|
||||
or in respect of which consent has been obtained, the Company has complied with the
|
||||
Listing Rules and guidance materials in relation to the placing, allotment and listing of the
|
||||
Company’s H Shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by
|
||||
the placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||||
subscribed for or purchased by them was the same as the Offer Price in addition to any
|
||||
brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||||
OTHERS/ADDITIONAL INFORMATION
|
||||
Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
|
||||
Guidelines
|
||||
Under the International Offering, certain Offer Shares were placed to a connected client of
|
||||
a connected distributor pursuant to the Placing Guidelines. Details of the placement to this
|
||||
connected client are set out below.
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
– 14 –
|
||||
Connected client Connected distributor Relationship with the connected distributor
|
||||
Whether the connected client will
|
||||
hold beneficial interests of Offer
|
||||
Shares on a non-discretionary
|
||||
or discretionary basis for
|
||||
independent third parties
|
||||
Number of Offer
|
||||
Shares to be
|
||||
allocated to the
|
||||
connected client
|
||||
Approximate
|
||||
percentage of
|
||||
total number of
|
||||
Offer Shares
|
||||
Approximate
|
||||
percentage
|
||||
of total H
|
||||
Shares in issue
|
||||
immediately
|
||||
following the
|
||||
completion of
|
||||
Global Offering
|
||||
Orient AM Note 1 Orient Securities (Hong Kong)
|
||||
Limited (“Orient Securities”)
|
||||
Orient AM and Orient Securities are members of the same
|
||||
group of companies.
|
||||
Orient AM is therefore considered a connected client of
|
||||
Orient Securities pursuant to paragraph 1B(7) of Appendix
|
||||
F1 to the Listing Rules.
|
||||
Discretionary basis 4,359,000 18.74% 4.44%
|
||||
Note:
|
||||
1. Orient AM will hold the Offer Shares on a discretionary basis on behalf of the scheme (i.e., Orient Asset Mgt (HK) Ltd-OSR Navigator No.13). The
|
||||
only shareholder in the fund is Invincible Investment SPC-Invincible Stable Growth Segregated Portfolio (the “Portfolio”). There is no general partner
|
||||
of limited partner in the Portfolio. The Portfolio is an investment fund controlled as to 59% by XSP Capital Limited, 29% by Haixiangyun Consulting
|
||||
Services (HK) Ltd and 12% by MM24 Management Consulting Limited. The shareholders of the Porfolio are independent from each other. XPS Capital
|
||||
Limited is wholly owned by Mr. Hu Xiangjuan, who is, the ultimate beneficial owner of the Portfolio.
|
||||
To the best knowledge of Orient AM after due enquiry, (i) Orient AM has confirmed that, each of the underlying clients and the ultimate beneficial
|
||||
owner of the scheme is an independent third party of Orient AM and Orient Securities and the companies which are members of the same group of
|
||||
companies as Orient Securities; and (ii) Orient AM is a collective investment scheme which is not authorized by the SFC.
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
– 15 –
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate
|
||||
such Offer Shares in the International Offering to the connected client listed above. The
|
||||
allocation of Offer Shares to such connected client is in compliance with all the conditions
|
||||
under the consent granted by the Stock Exchange.
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong
|
||||
Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited
|
||||
(“HKSCC”) take no responsibility for the contents of this announcement, make no
|
||||
representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
|
||||
of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in
|
||||
or into the United States (including its territories and possessions, any state of the United
|
||||
States and the District of Columbia). This announcement does not constitute or form
|
||||
a part of any offer or solicitation to purchase or subscribe for securities in the United
|
||||
States. The securities mentioned herein have not been, and will not be, registered under
|
||||
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The
|
||||
securities may not be offered or sold in the United States except pursuant to an exemption
|
||||
from the registration requirements of the U.S. Securities Act and in compliance with any
|
||||
applicable state securities laws, or outside the United States unless in compliance with
|
||||
Regulation S under the U.S. Securities Act. There will be no public offer of securities in
|
||||
the United States.
|
||||
The Offer Shares are being offered and sold solely outside the United States in offshore
|
||||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation
|
||||
or offer to acquire, purchase or subscribe for securities. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus dated December 31, 2025
|
||||
issued by Hongxing Coldchain (Hunan) Co., Ltd. ( 紅星冷鏈(湖南)股份有限公司 ) for
|
||||
detailed information about the Global Offering described below before deciding whether
|
||||
or not to invest in the H Shares thereby being offered.
|
||||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||||
their obligations under the Hong Kong Underwriting Agreement with immediate effect
|
||||
upon the occurrence of any of the events set out in the paragraph headed “Underwriting
|
||||
— Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong
|
||||
Kong Underwriting Agreement — Grounds for Termination” in the Prospectus at any
|
||||
time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected
|
||||
to be on January 13, 2026).
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
– 16 –
|
||||
PUBLIC FLOAT AND FREE FLOAT
|
||||
Upon Listing, 24,566,464 H Shares, equivalent to 25.00% of the total number of issued
|
||||
Shares of the Company, will be counted towards the public float. Under Rule 19A.13A(1)
|
||||
of the Listing Rules, in the event the expected market value of the Company’s H Shares
|
||||
upon Listing does not exceed HK$6 billion, at least 25% of the total issued H Shares must
|
||||
be held by the public upon Listing. Therefore, the number of H Shares held in public hands
|
||||
fulfill the prescribed percentage of H Shares required to be held in public hands under Rule
|
||||
19A.13A(1) of the Listing Rules.
|
||||
Excluding the Offer Shares to be allocated to the cornerstone investor that are subject to a
|
||||
lock-up period of six months following the Listing Date and the H Shares to be converted
|
||||
from Unlisted Shares that are subjected to a lockup period of 12 months following the
|
||||
Listing Date, the Company’s H Shares to be counted towards the free float upon Listing will
|
||||
be 21,482,000 Shares. Based on the Offer Price of HK$12.26 per H Share, the Company
|
||||
will satisfy the free float requirement under Rule 19A.13C(1)(a) of the Listing Rules.
|
||||
The Directors confirm that, immediately following the completion of the Global Offering,
|
||||
(i) no placee will, individually, be placed more than 10% of the enlarged issued share
|
||||
capital of the Company immediately after the Global Offering; (ii) there will not be any new
|
||||
substantial Shareholder immediately after the Global Offering; (iii) the three largest public
|
||||
shareholders of the Company do not hold more than 50% of the H Shares in public hands at
|
||||
the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and
|
||||
(iv) there will be at least 300 Shareholders at the time of the Listing in compliance with Rule
|
||||
8.08(2) of the Listing Rules.
|
||||
|
||||
|
||||
--- page 17 ---
|
||||
– 17 –
|
||||
COMMENCEMENT OF DEALINGS
|
||||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday,
|
||||
January 13, 2026 (Hong Kong time), provided that the Global Offering has become
|
||||
unconditional and the right of termination described in the section headed “Underwriting —
|
||||
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||||
Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on
|
||||
the basis of publicly available allocation details prior to the receipt of H Share certificates or
|
||||
prior to the H Share certificates becoming valid evidence of title do so entirely at their own
|
||||
risk.
|
||||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||||
Tuesday, January 13, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||||
the Stock Exchange will commence at 9:00 a.m. on Tuesday, January 13, 2026 (Hong Kong
|
||||
time). The H Shares will be traded in board lots of 500 H Shares each, and the stock code of
|
||||
the H Shares will be 01641.
|
||||
By order of the Board
|
||||
Hongxing Coldchain (Hunan) Co., Ltd.
|
||||
ʮ̡
|
||||
LUO Yue
|
||||
Chairman of the Board and non-executive director
|
||||
Hong Kong, January 12, 2026
|
||||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr. ZHANG
|
||||
Mingsheng and Ms. XU Qunying as executive directors; (ii) Mr. LUO Yue, Mr. LI Jun, Ms. LU Fenfang and
|
||||
Mr. ZHANG Zhong as non-executive directors; and (iii) Ms. LI Zhenzhu, Ms. CAI Yanping and Mr. HOW Sze
|
||||
Ming as independent non-executive directors.
|
||||
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@@ -0,0 +1,767 @@
|
||||
--- page 1 ---
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited (the “HKSCC ”) take no responsibility for the contents of
|
||||
this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated 26 June 2025 (the “Prospectus ”) issued by FWD Group Holdings Limited (the
|
||||
“Company ”).
|
||||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
|
||||
offer by any person to acquire, purchase or subscribe for any securities or any Shares under the Global Offering. This
|
||||
announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the
|
||||
Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
|
||||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
|
||||
of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
|
||||
not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and
|
||||
possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such release,
|
||||
publication or distribution is prohibited by law. This announcement does not constitute or form a part of any offer to
|
||||
sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer
|
||||
Shares have not been, and will not be, registered under the U.S. Securities Act or any states securities laws of the
|
||||
United States and may not be offered or sold within or to the United States, except in transactions exempt from, or not
|
||||
subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in
|
||||
the United States. The Offer Shares are being offered and sold (i) in the United States solely to qualified institutional
|
||||
buyers in reliance on Rule 144A under the U.S. Securities Act or another exemption from, or in a transaction not
|
||||
subject to, the registration requirements of the U.S. Securities Act, and (ii) to persons outside the United States in
|
||||
offshore transactions in accordance with Regulation S under the U.S. Securities Act.
|
||||
In connection with the Global Offering, Morgan Stanley Asia Limited, as stabilising manager (the “Stabilising
|
||||
Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view
|
||||
to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for
|
||||
a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any
|
||||
person acting for it, to conduct any such stabilising action. Such Stabilising action, if taken, (a) will be conducted at
|
||||
the absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and in what the Stabilising
|
||||
Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is
|
||||
required to be brought to an end within 30 days after the last day for the lodging of applications under the Hong Kong
|
||||
Public Offering. Such stabilising action, if commenced, may be effected in all jurisdictions where it is permissible to
|
||||
do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities
|
||||
and Futures (Price Stabilising) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the
|
||||
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||||
Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer
|
||||
than the stabilisation period which begins on the Listing Date, and is expected to expire on 1 August 2025 being the
|
||||
30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no
|
||||
further stabilising action may be taken, and demand for the Shares and the price of the Shares, could fall.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or
|
||||
not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Global Coordinators (for
|
||||
themselves and on behalf of the other Hong Kong Underwriters) may, after prior consultation where practicable, by a
|
||||
joint notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with immediate effect upon
|
||||
the occurrence of any of the events set out in the section headed “Underwriting { Underwriting Arrangements and
|
||||
Expenses { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at or at any time prior to 8:00
|
||||
a.m. on the Listing Date.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
FWD GROUP HOLDINGS LIMITED
|
||||
ʮ̡
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
: 91,342,100 Offer Shares
|
||||
(subject to Over-allotment Option)
|
||||
Number of Hong Kong Offer Shares : 27,402,700 Offer Shares (as adjusted after
|
||||
reallocation)
|
||||
Number of International Offer Shares : 63,939,400 Offer Shares
|
||||
(as adjusted after reallocation and
|
||||
subject to Over-allotment Option)
|
||||
Final Offer Price : HK$38.00 per Offer Share plus brokerage
|
||||
of 1.0%, SFC transaction levy of
|
||||
0.0027%, AFRC transaction levy of
|
||||
0.00015% and Stock Exchange trading
|
||||
fee of 0.00565% (payable in full on
|
||||
application in Hong Kong dollars, subject
|
||||
to refund)
|
||||
Nominal value : US$0.03 per Share
|
||||
Stock code : 1828
|
||||
Joint Sponsors, Joint Global Coordinators, Joint Bookrunners,
|
||||
Joint Lead Managers and Overall Coordinators
|
||||
Joint Global Coordinators, Joint Bookrunners,
|
||||
Joint Lead Managers and Overall Coordinators
|
||||
Senior Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
Financial Adviser
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
FWD GROUP HOLDINGS LIMITED / 富衛集團有限公司
|
||||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||||
as those defined in the prospectus dated 26 June 2025 (the “Prospectus”) issued by FWD Group Holdings
|
||||
Limited (the “Company”).
|
||||
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the Shares could move
|
||||
substantially even with a small number of Shares traded and should exercise extreme caution when
|
||||
dealing in the Shares.
|
||||
|
||||
SUMMARY
|
||||
|
||||
Company information
|
||||
Stock code 1828
|
||||
Stock short name FWD
|
||||
Dealings commencement date 7 July 2025*
|
||||
*see note at the end of the announcement
|
||||
|
||||
Price Information
|
||||
Final Offer Price HK$38.00
|
||||
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 91,342,100
|
||||
Number of Offer Shares in the Hong Kong Public Offering
|
||||
(as adjusted after reallocation)
|
||||
27,402,700
|
||||
Number of Offer Shares in International Offering (as
|
||||
adjusted after reallocation and before exercise of the Over-
|
||||
allotment Option)
|
||||
63,939,400
|
||||
Number of issued Shares upon Listing (before exercise of
|
||||
the Over-allotment Option)
|
||||
1,271,003,877
|
||||
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 13,701,300
|
||||
- International Offering 13,701,300
|
||||
|
||||
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in
|
||||
the secondary market at prices that do not exceed the Offer Price or a combination of these means. In the
|
||||
event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s
|
||||
website.
|
||||
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$ 3,471.0 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$ (517.6) million
|
||||
Net proceeds HK$ 2,953.4 million
|
||||
|
||||
Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use
|
||||
of proceeds, please refer to the Prospectus dated 26 June 2025.
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
|
||||
No. of valid applications 61,689
|
||||
No. of successful applications 38,388
|
||||
Subscription level 37.13 times
|
||||
Claw-back triggered Yes
|
||||
No. of Offer Shares initially available under the Hong Kong Public
|
||||
Offering
|
||||
9,134,300
|
||||
No. of Offer Shares reallocated from the International Offering
|
||||
(claw-back)
|
||||
18,268,400
|
||||
Final no. of Offer Shares under the Hong Kong Public Offering (as
|
||||
adjusted after reallocation)
|
||||
27,402,700
|
||||
% of Offer Shares under the Hong Kong Public Offering to the
|
||||
Global Offering
|
||||
30.00%
|
||||
|
||||
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
|
||||
https://www.hkeipo.hk/IPOResult to perform a search by name or identification number or
|
||||
https://www.hkeipo.hk/IPOResult for the full list of allottees.
|
||||
|
||||
INTERNATIONAL OFFERING
|
||||
|
||||
No. of placees 129
|
||||
Subscription Level 2.32 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offering
|
||||
82,207,800
|
||||
No. of Offer Shares reallocated to the Hong Kong Public Offering
|
||||
(claw-back)
|
||||
18,268,400
|
||||
Final no. of Offer Shares under the International Offering (as
|
||||
adjusted after reallocation and before exercise of the Over-
|
||||
allotment Option)
|
||||
63,939,400
|
||||
% of Offer Shares under the International Offering to the Global
|
||||
Offering
|
||||
70.00%
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
|
||||
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
|
||||
Directors, chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing
|
||||
Shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii) none of
|
||||
the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from
|
||||
the Company, any of the Directors, chief executive of the Company, Controlling Shareholders, substantial
|
||||
Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close
|
||||
associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
|
||||
name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
The placees in the International Offering include the following:
|
||||
Cornerstone Investors
|
||||
|
||||
Investor(1)
|
||||
No. of
|
||||
Offer
|
||||
Shares
|
||||
allocated
|
||||
% of Offer
|
||||
Shares(2)
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering(2)
|
||||
Existing
|
||||
shareholders or
|
||||
their close
|
||||
associates
|
||||
MC Management 10
|
||||
RSC Ltd 30,789,400 33.7% 2.42% No
|
||||
T&D United Capital
|
||||
Co., Ltd. 20,526,300 22.5% 1.61% No
|
||||
Total 51,315,700 56.2% 4.03%
|
||||
|
||||
Notes:
|
||||
|
||||
1. For further details of the Cornerstone Investors, please refer to the section headed
|
||||
“Cornerstone Investors” in the Prospectus.
|
||||
|
||||
2. Before any exercise of the Over-allotment Option.
|
||||
|
||||
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
the Over-allotment
|
||||
Option is not exercised)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
PCGI Holdings
|
||||
Limited(1)
|
||||
416,631,903 32.78% 6 January 2026 (First
|
||||
Six-Month Period)(2)
|
||||
6 July 2026 (Second
|
||||
Six-Month Period)(3)
|
||||
Spring Achiever
|
||||
Limited(1)
|
||||
113,788,273 8.95% 6 January 2026 (First
|
||||
Six-Month Period)(2)
|
||||
6 July 2026 (Second
|
||||
Six-Month Period)(3)
|
||||
Spring Achiever (Hong
|
||||
Kong) Limited(1)
|
||||
314,146,078 24.72% 6 January 2026 (First
|
||||
Six-Month Period)(2)
|
||||
6 July 2026 (Second
|
||||
Six-Month Period)(3)
|
||||
Subtotal 844,566,254 66.45%
|
||||
|
||||
In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||||
period ends on 6 January 2026 and for the second six-month period, on 6 July 2026.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
the Over-allotment
|
||||
Option is not exercised)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Notes:
|
||||
|
||||
1. PCGI Holdings Limited is wholly -owned by Mr. Li. Spring Achiever (Hong Kong) Limited is
|
||||
directly wholly -owned by Spring Achiever Limited, which in turn is directly wholly -owned by
|
||||
Creative Knight Limited. Creative Knight Limited is directly wholly -owned by Mr. Li. Each of
|
||||
the Controlling Shareholders, being Mr. Li, PCGI Holdings Limited, Creative Knight Limited,
|
||||
Spring Achiever Limited and Spring Achiever (Hong Kong) Limited, has provided a lock -up
|
||||
undertaking pursuant to Rule 10.07 of the Listing Rules.
|
||||
|
||||
2. The Controlling Shareh olders may dispose of or transfer Shares aft er the indicated date during
|
||||
the second six-month period, provided that any such Controlling Shareholder will not cease to
|
||||
be a Controlling Shareholder.
|
||||
|
||||
3. The Controlling Shareholder s will cease to be prohibited from disposing of or transferring
|
||||
Shares after the indicated date.
|
||||
|
||||
|
||||
Cornerstone Investors
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
the Over-allotment
|
||||
Option is not exercised)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
MC Management 10
|
||||
RSC Ltd
|
||||
30,789,400 2.42% 6 January 2026
|
||||
T&D United Capital Co.,
|
||||
Ltd.
|
||||
20,526,300 1.61% 6 January 2026
|
||||
Subtotal 51,315,700 4.03%
|
||||
|
||||
In accordance with the respective Cornerstone Investment Agreement, the required lock -up ends on 6
|
||||
January 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
|
||||
Shares after the indicated date.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
Lock-up Investors (other than the Controlling Shareholders)
|
||||
Name
|
||||
Number of Shares held
|
||||
in the Company subject
|
||||
to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in the
|
||||
Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing (assuming
|
||||
the Over-allotment
|
||||
Option is not exercised)
|
||||
Last day subject to the
|
||||
lock-up undertakings
|
||||
Crimson White
|
||||
Investment Pte. Ltd. 68,193,948 5.37% 6 January 2026(1)
|
||||
Future Financial
|
||||
Investment Company Ltd 80,089,944 6.30% 6 January 2026(1)(2)
|
||||
Swiss Re Principal
|
||||
Investments Company
|
||||
Asia Pte. Ltd.
|
||||
72,017,205 5.67% 6 January 2026(1)
|
||||
Fornax Investment
|
||||
Global Company Limited 46,857,220 3.69% 6 January 2026(1)(2)
|
||||
Apollo Principal
|
||||
Holdings C, L.P. 21,265,284 1.67% 6 January 2026(1)
|
||||
SCB X Public Company
|
||||
Limited 9,569,377 0.75% 6 January 2026(1)
|
||||
Canada Pension Plan
|
||||
Investment Board 7,974,481 0.63% 6 January 2026(1)
|
||||
Metro Pacific
|
||||
Investments Corporation 531,632 0.04% 6 January 2026(1)
|
||||
DGA Capital (Master)
|
||||
Fund I LP 15,948,963 1.25% 6 January 2026(1)
|
||||
ORIX Asia Capital
|
||||
Limited 5,316,321 0.42% 6 January 2026(1)
|
||||
Huatai Growth Focus
|
||||
Limited 5,316,321 0.42% 6 January 2026(1)
|
||||
Subtotal 333,080,696 26.21%
|
||||
|
||||
Notes:
|
||||
|
||||
1. Each of the Lock-up Investors (other than the Controlling Shareholders, the lock-up undertakings
|
||||
of which are set out above) has agreed to be subject to a lock -up period of six months from the
|
||||
Listing Date in respect of the Shares held by it, subject to the terms of their respective lock -up
|
||||
undertakings. Such Lock-up Investors will cease to be prohibited from disposing of or transferring
|
||||
Shares after the indicated date, unless specified otherwise.
|
||||
|
||||
2. A portion of the Shares held by such Lock -up Investor will be subject to a further lock -up period
|
||||
of six months from the expiry of the initial lock -up period, subject to the terms of its lock -up
|
||||
undertaking.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
|
||||
Placees
|
||||
Number of
|
||||
Shares
|
||||
allotted
|
||||
|
||||
Allotment as % of
|
||||
International
|
||||
Offering (assuming
|
||||
no exercise of the
|
||||
Over-allotment
|
||||
Option)
|
||||
Allotment as % of
|
||||
International Offering
|
||||
(assuming the Over-
|
||||
allotment Option is
|
||||
fully exercised and
|
||||
new Shares are issued)
|
||||
Allotment as %
|
||||
of total Offer
|
||||
Shares
|
||||
(assuming no
|
||||
exercise of the
|
||||
Over- allotment
|
||||
Option)
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
(assuming the
|
||||
Over-allotment
|
||||
Option is fully
|
||||
exercised and new
|
||||
Shares are issued)
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
|
||||
% of total issued
|
||||
share capital
|
||||
upon Listing
|
||||
(assuming no
|
||||
exercise of the
|
||||
Over-allotment
|
||||
Option)
|
||||
% of total issued
|
||||
share capital up
|
||||
on Listing (assu
|
||||
ming the Over-a
|
||||
llotment Option
|
||||
is fully exercised
|
||||
and new Shares
|
||||
are issued)
|
||||
Top 1 30,789,400 48.15% 39.66% 33.71% 29.31% 30,789,400 2.42% 2.40%
|
||||
Top 5 69,789,100 109.15% 89.89% 76.40% 66.44% 69,789,100 5.49% 5.43%
|
||||
Top 10 75,059,100 117.39% 96.67% 82.17% 71.46% 75,059,100 5.91% 5.84%
|
||||
Top 25 77,487,100 121.19% 99.80% 84.83% 73.77% 77,487,100 6.10% 6.03%
|
||||
|
||||
Notes:
|
||||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||||
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
|
||||
Shareholders(1)
|
||||
Number of
|
||||
Shares
|
||||
allotted
|
||||
|
||||
Allotment as % of
|
||||
International
|
||||
Offering (assuming
|
||||
no exercise of the
|
||||
Over-allotment
|
||||
Option)
|
||||
Allotment as % of
|
||||
International
|
||||
Offering (assuming
|
||||
the Over-allotment
|
||||
Option is fully
|
||||
exercised and new
|
||||
Shares are issued)
|
||||
Allotment as %
|
||||
of total Offer
|
||||
Shares
|
||||
(assuming no
|
||||
exercise of the
|
||||
Over- allotment
|
||||
Option)
|
||||
Allotment as % of
|
||||
total Offer Shares
|
||||
(assuming the
|
||||
Over-allotment
|
||||
Option is fully
|
||||
exercised and new
|
||||
Shares are issued)
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
|
||||
% of total
|
||||
issued share
|
||||
capital upon
|
||||
Listing
|
||||
(assuming no
|
||||
exercise of the
|
||||
Over-allotment
|
||||
Option)
|
||||
% of total issued
|
||||
share capital upon
|
||||
Listing (assuming
|
||||
the Over-
|
||||
allotment Option
|
||||
is fully exercised
|
||||
and new Shares
|
||||
are issued)
|
||||
Top 1 0 0.00% 0.00% 0.00% 0.00% 844,566,254 66.45% 65.74%
|
||||
Top 5 30,789,400 48.15% 39.66% 33.71% 29.31% 1,142,513,971 89.89% 88.93%
|
||||
Top 10 61,578,800 96.31% 79.31% 67.42% 58.62% 1,220,086,995 95.99% 94.97%
|
||||
Top 25 76,557,900 118.81%(2) 97.85%(2) 83.81% 72.88% 1,254,763,807 98.72% 97.67%
|
||||
|
||||
Notes:
|
||||
1. Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
|
||||
Listing.
|
||||
|
||||
2. Representing Sh ares allotted to the top 25 Shareholders (e xcluding Shares allotted under the Hong K ong
|
||||
Public Offering), as a percentage of the International Offering.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||||
the public will be conditionally allocated on the basis set out below:
|
||||
|
||||
NO. OF
|
||||
SHARES
|
||||
APPLIED
|
||||
FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL NO.
|
||||
OF SHARES
|
||||
APPLIED FOR
|
||||
POOL A
|
||||
100 17,952 3,591 out of 17,952 applicants to receive 100 Shares 20.00%
|
||||
200 7,003 2,366 out of 7,003 applicants to receive 100 Shares 16.89%
|
||||
300 4,145 1,903 out of 4,145 applicants to receive 100 Shares 15.30%
|
||||
400 1,485 848 out of 1,485 applicants to receive 100 Shares 14.28%
|
||||
500 3,472 2,345 out of 3,472 applicants to receive 100 Shares 13.51%
|
||||
600 904 701 out of 904 applicants to receive 100 Shares 12.92%
|
||||
700 506 441 out of 506 applicants to receive 100 Shares 12.45%
|
||||
800 801 772 out of 801 applicants to receive 100 Shares 12.05%
|
||||
900 404 100 Shares 11.11%
|
||||
1,000 7,178
|
||||
100 Shares plus 718 out of 7,178 applicants to receive an additional
|
||||
100 Shares 11.00%
|
||||
1,500 1,587
|
||||
100 Shares plus 873 out of 1,587 applicants to receive an additional
|
||||
100 Shares 10.33%
|
||||
2,000 2,313
|
||||
100 Shares plus 2,142 out of 2,313 applicants to receive an
|
||||
additional 100 Shares 9.63%
|
||||
2,500 1,865
|
||||
200 Shares plus 522 out of 1,865 applicants to receive an additional
|
||||
100 Shares 9.12%
|
||||
3,000 1,722
|
||||
200 Shares plus 1,063 out of 1,722 applicants to receive an
|
||||
additional 100 Shares 8.72%
|
||||
3,500 386 300 Shares 8.57%
|
||||
4,000 604
|
||||
300 Shares plus 153 out of 604 applicants to receive an additional
|
||||
100 Shares 8.13%
|
||||
4,500 279
|
||||
300 Shares plus 155 out of 279 applicants to receive an additional
|
||||
100 Shares 7.90%
|
||||
5,000 1,493
|
||||
300 Shares plus 1,270 out of 1,493 applicants to receive an
|
||||
additional 100 Shares 7.70%
|
||||
6,000 589
|
||||
400 Shares plus 247 out of 589 applicants to receive an additional
|
||||
100 Shares 7.37%
|
||||
7,000 332
|
||||
400 Shares plus 321 out of 332 applicants to receive an additional
|
||||
100 Shares 7.10%
|
||||
8,000 456
|
||||
500 Shares plus 225 out of 456 applicants to receive an additional
|
||||
100 Shares 6.87%
|
||||
9,000 259 600 Shares 6.67%
|
||||
10,000 2,420
|
||||
600 Shares plus 1,216 out of 2,420 applicants to receive an
|
||||
additional 100 Shares 6.50%
|
||||
20,000 1,073
|
||||
1,000 Shares plus 1,054 out of 1,073 applicants to receive an
|
||||
additional 100 Shares 5.49%
|
||||
30,000 614
|
||||
1,400 Shares plus 539 out of 614 applicants to receive an additional
|
||||
100 Shares 4.96%
|
||||
40,000 227
|
||||
1,800 Shares plus 91 out of 227 applicants to receive an additional
|
||||
100 Shares 4.60%
|
||||
50,000 344 2,100 Shares plus 224 out of 344 applicants to receive an additional 4.33%
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
100 Shares
|
||||
60,000 151
|
||||
2,500 Shares plus 13 out of 151 applicants to receive an additional
|
||||
100 Shares 4.18%
|
||||
70,000 98 2,800 Shares 4.00%
|
||||
80,000 120
|
||||
3,100 Shares plus 24 out of 120 applicants to receive an additional
|
||||
100 Shares 3.90%
|
||||
90,000 59
|
||||
3,400 Shares plus 18 out of 59 applicants to receive an additional
|
||||
100 Shares 3.81%
|
||||
100,000 561 3,800 Shares 3.80%
|
||||
Total 61,402 Total number of Pool A successful applicants: 38,101
|
||||
|
||||
POOL B
|
||||
200,000 194 26,300 Shares 13.15%
|
||||
300,000 31
|
||||
39,300 Shares plus 15 out of 31 applicants to receive an additional
|
||||
100 Shares 13.12%
|
||||
400,000 13
|
||||
52,300 Shares plus 9 out of 13 applicants to receive an additional
|
||||
100 Shares 13.09%
|
||||
500,000 14
|
||||
65,300 Shares plus 9 out of 14 applicants to receive an additional
|
||||
100 Shares 13.07%
|
||||
600,000 6
|
||||
78,300 Shares plus 3 out of 6 applicants to receive an additional 100
|
||||
Shares 13.06%
|
||||
700,000 1 91,300 Shares 13.04%
|
||||
800,000 6
|
||||
104,200 Shares plus 3 out of 6 applicants to receive an additional
|
||||
100 Shares 13.03%
|
||||
900,000 1 117,200 Shares 13.02%
|
||||
1,000,000 13 130,100 Shares 13.01%
|
||||
2,000,000 4 259,100 Shares 12.96%
|
||||
3,000,000 3 387,600 Shares 12.92%
|
||||
4,567,100 1 588,800 Shares 12.89%
|
||||
Total 287 Total number of Pool B successful applicants: 287
|
||||
|
||||
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that the Company has complied with the Listing Rules and guidance materials
|
||||
in relation to the placing, allotment and listing of the Company’s Shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||||
them was the same as the Offer Price in addition to any brokerage, A FRC transaction levy, SFC
|
||||
transaction levy and Stock Exchange trading fee payable.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
DISCLAIMERS
|
||||
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||||
or in reliance upon the whole or any part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||||
United States (including its territories and possessions, any state of the United States and the District
|
||||
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
|
||||
purchase or subscribe fo r securities in the United States. The securities mentioned herein have not
|
||||
been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S.
|
||||
Securities Act”). The securities may not be offered or sold in the United States except pursuant to an
|
||||
exemption from the registration requirements of the U.S. Securities Act and in compliance with any
|
||||
applicable state securities laws, or outside the United States unless in compliance with Regulation S
|
||||
under the U.S. Securities Act. There will be no public offer of s ecurities in the United States.
|
||||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule
|
||||
144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities
|
||||
Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S.
|
||||
Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||||
investors should read the Prospectus dated 26 June 2025 issued by FWD Group Holdings Limited for
|
||||
detailed information about the Global Offering described above before deciding whether or not to
|
||||
invest in the Shares thereby being offered.
|
||||
*Potential investors of the Offer Shares should note that the Joint Global Coordinators (for themselves
|
||||
and on behalf of the Hong Kong Underwriters) may, after prior consultation where applicable, by a
|
||||
joint notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with
|
||||
immediate effect upon the occurrence of any of the events set out in the section headed
|
||||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds
|
||||
for Termination ” in the Prospectus at or at any time prior to 8:00 a.m. on the Listing Date (which
|
||||
is currently expected to be on 7 July 2025).
|
||||
|
||||
OTHERS/ ADDITIONAL INFORMATION
|
||||
Reallocation
|
||||
As the Hong Kong Public Offering has been oversubscribed by 15 times or more but less than 50 times,
|
||||
the reallocation as described in the section headed “Structure of the Global Offering – The Hong Kong
|
||||
Public Offering – Reallocation and Clawback” of the Prospectus has been applied.
|
||||
As a result of the above, the final number of Offer Shares under the Hong Kong Public Offering is
|
||||
adjusted to 27,402,700 Shares, representing approximately 30.00% of the total number of Offer Shares
|
||||
available under the Global Offering (assuming the Over -allotment Option is not exercised), and the
|
||||
final number of Offer Shares under the International Offering is adjusted to 63,939,400 Shares,
|
||||
representing approximately 70.00% of the total number of Offer Shares under the Global Offering
|
||||
(assuming the Over-allotment Option is not exercised).
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
PUBLIC FLOAT
|
||||
Immediately following the completion of the Global Offering (before any exercise of the Over -
|
||||
allotment Option), 426,437,623 Shares, representing approximately 33.6% of the issued share capital
|
||||
of the Company will be held in the public hands, in compliance with Rule 8.08(1)(a) of the Listing
|
||||
Rules.
|
||||
The Stock Exchange has granted the Company a waiver from strict compliance with Rule 8.08(3) of
|
||||
the Listing Rules to allow the three largest public Shareholders to hold no more than 62.6% of the
|
||||
Shares to be held in public hands at the time of the Listing (before any exercise of the Over-allotment
|
||||
Option). Immediately following the completion of the Global Offering (before any exercise of the
|
||||
Over-allotment Option), 267,158,317 S hares, representing approximately 62.6% of the Shares to be
|
||||
held in public hands , will be held by the three largest public S hareholders, and 40,585,357 Shares,
|
||||
representing approximately 3.2% of the issued share capital of the Company, will be held by public
|
||||
Shareholders not subject to lock up.
|
||||
The following table sets out (i) the total number of Shares held by public Shareholders; (ii) the number
|
||||
of Shares held by public Shareholders other than the three largest public Shareholders; (iii) the number
|
||||
of Shares held by public Shareholders other than (A) those held by the three largest public Shareholders
|
||||
and (B) those which are the subject of lock-up undertakings:
|
||||
|
||||
Shares in public
|
||||
hands
|
||||
Shares in public
|
||||
hands
|
||||
(excluding the three
|
||||
largest public
|
||||
Shareholders)
|
||||
Shares in public
|
||||
hands not subject
|
||||
to any lock-up
|
||||
Number of Sha res and number of
|
||||
board lots of 100 Shares each
|
||||
426,437,623
|
||||
(4,264,376
|
||||
board lots)
|
||||
159,279,306
|
||||
(1,592,793
|
||||
board lots)
|
||||
40,585,357
|
||||
(405,853
|
||||
board lots)
|
||||
HK$ value of the Shares HK$16,204,629,674 HK$6,052,613,628 HK$1,542,243,566
|
||||
Percentage of total issued Shares
|
||||
immediately following completion
|
||||
of the Global Offering 33.6% 12.5% 3.2%
|
||||
|
||||
The Directors confirm that, immediately following the completion of the Global Offering (i) no placee
|
||||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||||
immediately after the Global Offering; (ii) there will not be any new substantial Shareholder (as
|
||||
defined in the Listing Rules) immediately after the Global Offering; and (iii) there will be at least 300
|
||||
Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
COMMENCEMENT OF DEALINGS
|
||||
Share certificates will only become valid at 8:00 a.m. on Monday, 7 July 2025, provided that (i) the
|
||||
Global Offering has become unconditional in all respects at or before that time, and (ii) the right of
|
||||
termination as described in the section headed “ Underwriting – Underwriting Arrangements and
|
||||
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectu s has not been
|
||||
exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates
|
||||
becoming valid evidence of title do so entirely at their own risk.
|
||||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong
|
||||
Kong on Monday, 7 July 2025, it is expected that dealings in the Shares on the Stock Exchange will
|
||||
commence at 9:00 a.m. on Monday, 7 July 2025. The Shares will be traded in board lots of 100 Shares
|
||||
each and the stock code of the Shares will be 1828.
|
||||
|
||||
By order of the Board
|
||||
FWD Group Holdings Limited
|
||||
Professor Ma Si Hang, Frederick
|
||||
Chairman
|
||||
|
||||
Hong Kong, 4 July 2025
|
||||
As at the date of this announcement, the directors of the Company are: Professor MA Si Hang,
|
||||
Frederick as Chairman and independent non- executive director; Mr. LI Tzar Kai, Richard and Mr.
|
||||
HUYNH Thanh Phong (Group Chief Executive Officer) as executive directors; Mr. Walter KIELHOLZ
|
||||
and Mr. John DACEY as non- executive directors; and Ms. CHUNG Kit Hung, Martina, Mr. John
|
||||
BAIRD, Mr. Dirk SLUIMERS, Ms. Laura DEAL-LACEY, Ms. Kyoko HATTORI, Ms. Yijia TIONG, Mr.
|
||||
LEUNG Ka Kui, Dominic and Mr. Andrew WEIR as independent non-executive directors.
|
||||
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|
||||
--- page 1 ---
|
||||
1
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated Tuesday, October 28, 2025 (the “Prospectus ”) of Pony AI Inc. (the “Company ”).
|
||||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
|
||||
by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
|
||||
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
|
||||
Shares should be taken solely in reliance on the information provided in the Prospectus.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
||||
in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the
|
||||
U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred
|
||||
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
|
||||
requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares are being offered
|
||||
and sold (i) outside the United States in offshore transactions in accordance with Regulation S and (ii) not to “U.S.
|
||||
persons ” (as defined in Rule 902(k) of Regulation S ( “Regulation S ”) under the U.S. Securities Act of 1933, as
|
||||
amended (the “Securities Act ”)) and not for the account or benefit of U.S. persons. The Offer Shares are not being
|
||||
offered to individuals who hold solely a U.S. passport without also holding a valid Hong Kong identification card.
|
||||
During the forty (40)-day period, commencing from 8:00 a.m. on November 6, 2025, Hong Kong time (7:00 p.m.
|
||||
Eastern Time on November 5, 2025) and ending at 0:00 a.m. on December 17, 2025, Hong Kong time (11:00 a.m.
|
||||
Eastern Time on December 16, 2025), both dates inclusive, (the “Distribution Compliance Period ”), no Shares issued
|
||||
in the Global Offering will be accepted by the depositary for deposit in the existing ADR facility of the Company and
|
||||
no such Shares can be offered or sold into the United States or to any U.S. persons or for the account or benefit of U.S.
|
||||
persons. Investors participating in the Global Offering will need to agree and confirm that, in respect of their interest
|
||||
in the Shares that they are purchasing in the Global Offering, that in the United States (as defined in Regulation S)
|
||||
they have not engaged in, and will not prior to the expiration of the Distribution Compliance Period engage in, any
|
||||
hedging transaction (whether executed through a sale of the Shares and/or American Depositary Shares representing
|
||||
interests in the Company ’s Class A ordinary shares or any derivative instruments), whether such hedging transaction is
|
||||
or was engaged in directly by the investors or any person having a beneficial interest in such Shares, or by any person
|
||||
acting on the investors ’ or their behalf.
|
||||
Investors may continue to trade the Company ’s Class A ordinary shares, including the Offer Shares, on the Hong Kong
|
||||
Stock Exchange prior to the expiration of the Distribution Compliance Period, pursuant to Rule 904 of Regulation S
|
||||
or any other applicable exemption from the registration requirements under the U.S. Securities Act, including Section
|
||||
4(a)(1) of the Securities Act, but transactions that do not comply with these restrictions could cause the investor
|
||||
conducting such non-compliant transaction to violate the Securities Act. Investors should seek independent legal
|
||||
advice before undertaking any such transaction. See the section headed “How to Apply for Hong Kong Offer Shares –
|
||||
A. Application for Hong Kong Offer Shares – 6. Terms and Conditions of an Application ” in the Prospectus.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
Because the Company has equity securities listed and traded in the United States and the Global Offering will not
|
||||
be registered under the Securities Act, the measure implemented to ensure the Global Offering ’s compliance with
|
||||
Regulation S are more extensive than those applied to most offerings and listings on The Stock Exchange of Hong
|
||||
Kong. For a description of these measures, see the section headed “Structure of the Global Offering – The Global
|
||||
Offering ” in the Prospectus.
|
||||
In connection with the Global Offering, Goldman Sachs (Asia) L.L.C., as the stabilizing manager (the “Stabilizing
|
||||
Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with
|
||||
a view to stabilizing or supporting the market price of the Class A Ordinary Shares at a level higher than that which
|
||||
might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
|
||||
Manager (or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a)
|
||||
will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the
|
||||
Stabilizing Manager (or any person acting for it) reasonably regards as the best interest of our Company, (b) may
|
||||
be discontinued at any time, and (c) is required to be brought to an end within 30 days after the last day for lodging
|
||||
applications under the Hong Kong Public Offering (which is Wednesday, December 3, 2025). Such stabilization
|
||||
action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
|
||||
all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
|
||||
(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
|
||||
571 of the Laws of Hong Kong).
|
||||
Potential investors should be aware that no stabilizing action can be taken to support the price of the Class A
|
||||
Ordinary Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on
|
||||
Wednesday, December 3, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong
|
||||
Public Offering. After this date, when no further stabilizing action may be taken, demand for the Class A Ordinary
|
||||
Shares and therefore the price of the Class A Ordinary Shares, could fall.
|
||||
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves
|
||||
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
|
||||
Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed
|
||||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ”
|
||||
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
|
||||
be on Thursday, November 6, 2025).
|
||||
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks
|
||||
of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not
|
||||
necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence
|
||||
over the outcome of Shareholders ’ resolution. For further information about the risks associated with the Company ’s
|
||||
WVR structure, please refer to the section headed “Risk Factors { Risks Related to the Global Offering and the
|
||||
Dual Listing. ” Prospective investors should make the decision to invest in the Company only after due and careful
|
||||
consideration.
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
3
|
||||
Pony AI Inc.
|
||||
ʃ৵౽Б *
|
||||
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
: 48,249,000 Offer Shares (taking into
|
||||
account the full exercise of the Offer
|
||||
Size Adjustment Option and subject to
|
||||
the Over-allotment Option)
|
||||
Number of Hong Kong Offer Shares : 4,195,600 Offer Shares
|
||||
Number of International Offer Shares : 44,053,400 Offer Shares (taking into
|
||||
account the full exercise of the Offer
|
||||
Size Adjustment Option and subject to
|
||||
the Over-allotment Option)
|
||||
Final Offer Price : HK$139.00 per Offer Share, plus brokerage
|
||||
of 1.0%, SFC transaction levy of
|
||||
0.0027%, AFRC transaction levy of
|
||||
0.00015% and Stock Exchange trading
|
||||
fee of 0.00565% (payable in full on
|
||||
application in Hong Kong dollars and
|
||||
subject to refund)
|
||||
Nominal Value : US$0.0005 per Offer Share
|
||||
Stock Code : 2026
|
||||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
|
||||
and Joint Lead Managers
|
||||
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner
|
||||
and Joint Lead Manager
|
||||
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
* For identification purpose only
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
4
|
||||
Pony AI Inc./ ʃ৵౽Б *
|
||||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||||
Shareholders and prospective investors should be aware that the price of the Class A
|
||||
Ordinary Shares could move substantially even with a small number of the Class A
|
||||
Ordinary Shares traded and should exercise extreme caution when dealing in the Class A
|
||||
Ordinary Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 2026
|
||||
Stock short name PONY-W
|
||||
Dealings commencement date November 6, 2025*
|
||||
* see note at the end of the announcement
|
||||
Price Information
|
||||
Final Public Offer Price and International Offer Price (the
|
||||
“Offer Price ”)
|
||||
HK$139.00
|
||||
Maximum Public Offer Price HK$180.00
|
||||
Offer Shares and Share Capital*
|
||||
Number of Offer Shares (taking into account the full exercise
|
||||
of the Offer Size Adjustment Option)
|
||||
48,249,000
|
||||
Final Number of Offer Shares in Hong Kong Public Offering 4,195,600
|
||||
Final Number of Offer Shares in International Offering
|
||||
(taking into account the full exercise of the Offer Size
|
||||
Adjustment Option)
|
||||
44,053,400
|
||||
Number of issued Shares upon Listing (before exercise of the
|
||||
Over-allotment Option)
|
||||
433,541,553
|
||||
* without taking into account any exercise of the Over-allotment Option.
|
||||
The number of Offer Shares above is determined after taking into account the additional Offer
|
||||
Shares issued under the following Offer Size Adjustment Option.
|
||||
* For identification purpose only
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
5
|
||||
Offer Size Adjustment Option (Upsize option)
|
||||
Number of additional shares issued under the option 6,293,300
|
||||
– Hong Kong Public Offering N/A
|
||||
– International Offering 6,293,300
|
||||
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
|
||||
is issuing and allotting 6,293,300 additional Offer Shares, representing approximately 15% of
|
||||
the total number of Offer Shares initially available under the Global Offering, at the final Offer
|
||||
Price.
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 7,237,300
|
||||
Such over-allocation may be covered by exercising the Over-allotment Option or by making
|
||||
purchases in the secondary market at prices that do not exceed the Offer Price or through
|
||||
deferred delivery or a combination of these means. In the event the Over-allotment Option is
|
||||
exercised, an announcement will be made on the Stock Exchange ’s website.
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$6,706.61 million
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$252.25 million
|
||||
Net proceeds HK$6,454.36 million
|
||||
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
|
||||
proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. In the
|
||||
event that the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds
|
||||
on a pro rata basis.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
6
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
PUBLIC OFFER
|
||||
No. of valid applications 37,062
|
||||
No. of successful applications 21,421
|
||||
Subscription level 15.88 times
|
||||
Claw-back triggered N/A
|
||||
No. of Offer Shares initially available under the Hong Kong
|
||||
Public Offering
|
||||
4,195,600
|
||||
No. of Offer Shares reallocated from the International Offering
|
||||
(claw-back)
|
||||
N/A
|
||||
Final no. of Offer Shares under the Hong Kong Public
|
||||
Offering (after reallocation)
|
||||
4,195,600
|
||||
% of Offer Shares under the Hong Kong Public Offering to
|
||||
the Global Offering
|
||||
8.70%
|
||||
Note: For details of the final allocation of Offer Shares to the Hong Kong Public Offering, investors can refer to
|
||||
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
|
||||
for the full list of allottees.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
7
|
||||
INTERNATIONAL OFFER
|
||||
No. of placees 122
|
||||
Subscription level (before taking into account the Offer Size
|
||||
Adjustment Option)
|
||||
7.72 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offering
|
||||
37,760,100
|
||||
No. of Offer Shares reallocated to the Hong Kong Public
|
||||
Offering (claw-back)
|
||||
N/A
|
||||
Final no. of Offer Shares under the International Offering
|
||||
(after the full exercise of the Offer Size Adjustment Option)
|
||||
44,053,400
|
||||
% of Offer Shares under the International Offer to the Global
|
||||
Offering
|
||||
91.30%
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, save for
|
||||
(a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
|
||||
paragraph 1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by
|
||||
the Stock Exchange to permit Offer Shares in the International Offering to be placed to certain
|
||||
Permitted Existing Shareholders and/or their close associates; and (b) a consent under paragraph
|
||||
18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among
|
||||
other things, allocate further Offer Shares in the International Offering to Cornerstone Investors,
|
||||
(i) none of the Offer Shares subscribed by the placees and the public have been financed
|
||||
directly or indirectly by the Company, any of the Directors, chief executive of the Company, the
|
||||
controlling shareholder, substantial shareholders, existing shareholders of the Company or any
|
||||
of its subsidiaries or their respective close associates; and (ii) none of the placees and the public
|
||||
who have purchased the Offer Shares are accustomed to taking instructions from the Company,
|
||||
any of the Directors, chief executive of the Company, the controlling shareholder, substantial
|
||||
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
|
||||
close associates in relation to the acquisition, disposal, voting or other disposition of the Class A
|
||||
Ordinary Shares registered in his/her/its name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
8
|
||||
The placees in the International Offering include the following:
|
||||
Cornerstone Investors
|
||||
Investor Note 1
|
||||
No. of Offer
|
||||
Shares allocated
|
||||
% of Offer Shares
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
% of total issued
|
||||
Class A
|
||||
Ordinary Shares
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
% of total issued
|
||||
share capital
|
||||
after the
|
||||
Global Offering
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised) Note 2
|
||||
Existing
|
||||
shareholders
|
||||
or their close
|
||||
associates
|
||||
Eastspring Investments (Singapore) Limited
|
||||
(“Eastspring ”)
|
||||
1,117,800 2.32% 0.32% 0.26% No
|
||||
Ghisallo Fund Master Ltd ( “Ghisallo ”) 2,794,600 5.79% 0.79% 0.64% Yes
|
||||
Athos Capital Limited ( “Athos”) 1,397,300 2.90% 0.40% 0.32% No
|
||||
Hel Ved Master Fund ( “Hel Ved ”) 838,400 1.74% 0.24% 0.19% Yes
|
||||
Ocean Arete Limited ( “Ocean Arete ”) 558,900 1.16% 0.16% 0.13% No
|
||||
Notes:
|
||||
1. In addition to the Offer Shares subscribed for as Cornerstone Investors, Ghisallo, Athos, Hel Ved, and Ocean Arete were allocated further Offer Shares as placees in the International
|
||||
Offering. Please refer to the section headed “Allotment Results Details – International Offer – Allotees with Waivers/Consents Obtained ” in this announcement for details. Only the
|
||||
Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone
|
||||
Investors ” in this announcement.
|
||||
2. Only taking into account the Offer Shares allocated to the relevant investors under the Global Offering.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
9
|
||||
Allotees with Waivers/Consents Obtained
|
||||
Investor
|
||||
No. of Offer
|
||||
Shares allocated
|
||||
% of Offer Shares
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
% of total issued
|
||||
Class A
|
||||
Ordinary Shares
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
% of total issued
|
||||
share capital
|
||||
after the
|
||||
Global Offering
|
||||
(after taking into
|
||||
account the full
|
||||
exercise of the
|
||||
Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised) Note 3 Relationship
|
||||
Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further Offer Shares to
|
||||
Cornerstone Investors Note 1
|
||||
Ghisallo 1,125,000 2.33% 0.32% 0.26% The investor is one
|
||||
of the Cornerstone
|
||||
Investors
|
||||
Athos 1,000,000 2.07% 0.28% 0.23% The investor is one
|
||||
of the Cornerstone
|
||||
Investors
|
||||
Hel Ved 450,000 0.93% 0.13% 0.10% The investor is one
|
||||
of the Cornerstone
|
||||
Investors
|
||||
Ocean Arete 280,000 0.58% 0.08% 0.06% The investor is one
|
||||
of the Cornerstone
|
||||
Investors
|
||||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||||
allocations to connected clients Note 2
|
||||
CITIC Securities International Capital
|
||||
Management Limited
|
||||
165,000 0.34% 0.05% 0.04% Connected client
|
||||
Notes:
|
||||
1. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer Shares allocated to the investors as placees in the
|
||||
bookbuilding placing tranche in the International Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed
|
||||
“Allotment Results Details – International Offer – Cornerstone Investors ” in this announcement. For details of the consent under Chapter 4.15 of the Guide for New Listing Applicants
|
||||
in relation to allocations of further Offer Shares to Cornerstone Investors and/or their respective close associates, please refer to the section headed “Others/Additional Information –
|
||||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with consent under Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
|
||||
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients,
|
||||
please refer to the section headed “Others/Additional Information – Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines ” in this
|
||||
announcement.
|
||||
3. Only taking into account the Offer Shares allocated to the relevant investors under the Global Offering.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
10
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholder
|
||||
Name
|
||||
Number of Shares
|
||||
held in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of total issued Shares
|
||||
after the Global Offering
|
||||
upon Listing (after
|
||||
taking into account the
|
||||
full exercise of the Offer
|
||||
Size Adjustment Option
|
||||
and assuming the Over-
|
||||
allotment Option is not
|
||||
exercised)
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertakings Note 2
|
||||
Dr. Jun Peng
|
||||
( “Dr. Peng ”)
|
||||
60,000,000 Class B
|
||||
Ordinary Shares Note 1
|
||||
13.84% May 5, 2026 (First
|
||||
Six-month Period) Note 3
|
||||
November 5, 2026
|
||||
(Second Six-month
|
||||
Period)Note 4
|
||||
Notes:
|
||||
1. The Class B Ordinary Shares are held (i) by Dr. Peng, (ii) under each of the Alicia Peng Irrevocable Trust
|
||||
and Selena Peng Irrevocable Trust, and (iii) under the Voting Trust. Dr. Peng and his spouse are the settlors
|
||||
of both Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust, and family member of Dr. Peng
|
||||
is the beneficiary. Both Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust are controlled by
|
||||
Dr. Peng as the sole investment advisor who is entitled to exercise his sole power to direct the exercise of
|
||||
any voting and other rights attached to the trust funds held under the trusts (including the Class B Ordinary
|
||||
Shares held thereunder). The Voting Trust was set up by Dr. Peng as its sole trustee, with Dr. Peng and his
|
||||
family member being the beneficiaries.
|
||||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||||
period ends on May 5, 2026 and for the second six-month period ends on November 5, 2026.
|
||||
3. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the
|
||||
Controlling Shareholder will not cease to be a Controlling Shareholder.
|
||||
4. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the
|
||||
indicated date.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
11
|
||||
Cornerstone Investors
|
||||
Name
|
||||
Number of
|
||||
Shares held in
|
||||
the Company
|
||||
subject to lock-up
|
||||
undertakings
|
||||
upon Listing
|
||||
% of total issued
|
||||
Class A Ordinary
|
||||
Shares (after
|
||||
taking into account
|
||||
the full exercise
|
||||
of the Offer Size
|
||||
Adjustment
|
||||
Option and
|
||||
assuming the Over-
|
||||
allotment Option is
|
||||
not exercised)
|
||||
% of total issued
|
||||
Shares after the
|
||||
Global Offering
|
||||
upon Listing (after
|
||||
taking into account
|
||||
the full exercise
|
||||
of the Offer Size
|
||||
Adjustment Option
|
||||
and assuming the
|
||||
Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day subject
|
||||
to the lock-up
|
||||
undertakings Note 1
|
||||
Eastspring 1,117,800 0.32% 0.26% May 5, 2026
|
||||
Ghisallo 2,794,600 0.79% 0.64% May 5, 2026
|
||||
Athos 1,397,300 0.40% 0.32% May 5, 2026
|
||||
Hel Ved 838,400 0.24% 0.19% May 5, 2026
|
||||
Ocean Arete 558,900 0.16% 0.13% May 5, 2026
|
||||
Total 6,707,000 1.90% 1.55%
|
||||
Note:
|
||||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on May 5, 2026. The
|
||||
Cornerstone Investors will cease to be prohibited from disposing of or transferring the Class A Ordinary Shares
|
||||
subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
12
|
||||
PLACEE CONCENTRATION ANALYSIS** Placees*
|
||||
Number of
|
||||
Class A Ordinary
|
||||
Shares allotted
|
||||
Allotment as % of the International
|
||||
Offering (assuming no exercise of the Over-
|
||||
allotment Option)
|
||||
Allotment as % of the International
|
||||
Offering (assuming the Over-allotment
|
||||
Option is fully exercised and new Class A
|
||||
Ordinary Shares are
|
||||
issued)
|
||||
Allotment as % of
|
||||
total Offer
|
||||
Shares
|
||||
(assuming no exercise of the Over-
|
||||
allotment Option)
|
||||
Allotment as % of
|
||||
total Offer
|
||||
Shares
|
||||
(assuming the Over-allotment
|
||||
Option is fully
|
||||
exercised and new Class A Ordinary Shares are
|
||||
issued)
|
||||
Number of Class A Ordinary Shares held
|
||||
upon
|
||||
Listing ***
|
||||
% of total issued Class A Ordinary Shares upon
|
||||
Listing
|
||||
(assuming no exercise of the Over-
|
||||
allotment Option)
|
||||
% of total issued Class A Ordinary Shares upon
|
||||
Listing
|
||||
(assuming the Over-allotment Option is
|
||||
fully
|
||||
exercised and new Class A Ordinary Shares are
|
||||
issued)
|
||||
% of total issued share capital upon
|
||||
Listing
|
||||
(assuming no exercise of the Over-
|
||||
allotment Option)
|
||||
% of total issued share capital upon
|
||||
Listing
|
||||
(assuming the Over-allotment Option is
|
||||
fully
|
||||
exercised and new Class A Ordinary Shares are
|
||||
issued)
|
||||
Top 1 6,150,000 13.96% 11.99% 12.75% 11.08% 6,150,000 1.74% 1.71% 1.42% 1.40%
|
||||
Top 5 23,016,900 52.25% 44.88% 47.70% 41.48% 26,915,361 7.64% 7.48% 6.21% 6.11%
|
||||
Top 10 30,960,300 70.28% 60.36% 64.17% 55.80% 35,386,740 10.04% 9.84% 8.16% 8.03%
|
||||
Top 25 42,497,000 96.47% 82.86% 88.08% 76.59% 47,042,059 13.35% 13.08% 10.85% 10.67%
|
||||
Notes:* Ranking of placees is based on the number of Offer Shares allotted to the placees.** Taking into account the full exercise of the Offer Size Adjustment Option.*** Representing the number of Class A Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry considering the Class A Ordinary Shares have been listed on the Nasdaq.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
13
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||||
the public will be conditionally allocated on the basis set out below:
|
||||
POOL A
|
||||
NO. OF OFFER
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF OFFER
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
100 20,756 11,416 out of 20,756 to receive 100 Shares 55.00%
|
||||
200 5,195 3,073 out of 5,195 to receive 100 Shares 29.58%
|
||||
300 1,397 828 out of 1,397 to receive 100 Shares 19.76%
|
||||
400 540 321 out of 540 to receive 100 Shares 14.86%
|
||||
500 1,252 745 out of 1,252 to receive 100 Shares 11.90%
|
||||
600 673 401 out of 673 to receive 100 Shares 9.93%
|
||||
700 249 149 out of 249 to receive 100 Shares 8.55%
|
||||
800 236 142 out of 236 to receive 100 Shares 7.52%
|
||||
900 145 88 out of 145 to receive 100 Shares 6.74%
|
||||
1,000 2,516 1,527 out of 2,516 to receive 100 Shares 6.07%
|
||||
1,500 582 354 out of 582 to receive 100 Shares 4.05%
|
||||
2,000 604 368 out of 604 to receive 100 Shares 3.05%
|
||||
2,500 207 127 out of 207 to receive 100 Shares 2.45%
|
||||
3,000 320 197 out of 320 to receive 100 Shares 2.05%
|
||||
3,500 129 80 out of 129 to receive 100 Shares 1.77%
|
||||
4,000 172 107 out of 172 to receive 100 Shares 1.56%
|
||||
4,500 149 93 out of 149 to receive 100 Shares 1.39%
|
||||
5,000 336 210 out of 336 to receive 100 Shares 1.25%
|
||||
6,000 232 146 out of 232 to receive 100 Shares 1.05%
|
||||
7,000 107 68 out of 107 to receive 100 Shares 0.91%
|
||||
8,000 93 60 out of 93 to receive 100 Shares 0.81%
|
||||
9,000 49 32 out of 49 to receive 100 Shares 0.73%
|
||||
10,000 478 313 out of 478 to receive 100 Shares 0.65%
|
||||
20,000 202 133 out of 202 to receive 100 Shares 0.33%
|
||||
Total 36,619 Total number of Pool A successful applicants: 20,978
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
14
|
||||
POOL B
|
||||
NO. OF OFFER
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
NO. OF VALID
|
||||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE
|
||||
PERCENTAGE
|
||||
ALLOTTED OF
|
||||
THE TOTAL
|
||||
NO. OF OFFER
|
||||
SHARES
|
||||
APPLIED FOR
|
||||
30,000 202 4,400 Shares plus 118 out of 202 to receive additional 100
|
||||
Shares
|
||||
14.86%
|
||||
40,000 45 4,600 Shares 11.50%
|
||||
50,000 40 4,700 Shares 9.40%
|
||||
60,000 28 4,800 Shares 8.00%
|
||||
70,000 23 4,900 Shares 7.00%
|
||||
80,000 13 5,000 Shares 6.25%
|
||||
90,000 3 5,100 Shares 5.67%
|
||||
100,000 48 5,200 Shares 5.20%
|
||||
200,000 17 5,300 Shares 2.65%
|
||||
300,000 10 5,400 Shares 1.80%
|
||||
400,000 3 5,500 Shares 1.38%
|
||||
500,000 2 5,600 Shares 1.12%
|
||||
600,000 1 5,700 Shares 0.95%
|
||||
700,000 2 5,800 Shares 0.83%
|
||||
1,000,000 2 5,900 Shares 0.59%
|
||||
1,500,000 1 6,000 Shares 0.40%
|
||||
2,097,800 3 6,100 Shares 0.29%
|
||||
Total 443 Total number of Pool B successful applicants: 443
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Class A Ordinary Shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for
|
||||
or purchased by them is the same as the final Offer Price in addition to any brokerage, AFRC
|
||||
transaction levy, SFC transaction levy and trading fee payable.
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
15
|
||||
OTHERS/ADDITIONAL INFORMATION
|
||||
Offer Size Adjustment Option
|
||||
The Offer Size Adjustment Option has been exercised by the Overall Coordinators in full, pursuant
|
||||
to which the Company is issuing and allotting 6,293,300 additional Offer Shares, representing
|
||||
approximately 15% of the total number of Offer Shares initially available under the Global
|
||||
Offering, at the final Offer Price.
|
||||
Accordingly, the total number of Offer Shares finally available under the Global Offering (after
|
||||
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
|
||||
of the Over-allotment Option) that would be allotted and issued by the Company is 48,249,000
|
||||
Offer Shares and the total issued share capital of the Company upon Listing (after taking into
|
||||
account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||||
allotment Option) will be 433,541,553 Shares (assuming that (i) no further Shares are issued
|
||||
pursuant to the 2016 Share Plan between the Latest Practicable Date and the completion of the
|
||||
Global Offering, and (ii) no Class B Ordinary Shares are converted into Class A Ordinary Shares
|
||||
between the Latest Practicable Date and the Listing Date).
|
||||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with
|
||||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
|
||||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in
|
||||
the International Offering to certain Cornerstone Investors as placees (the “Size-based Exemption
|
||||
Participants ”), subject to the following conditions (the “Size-based Exemption ”):
|
||||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||||
value of at least HK$1 billion;
|
||||
(b) the Offer Shares allocated to the Size-based Exemption Participants who are existing
|
||||
shareholders and/or their close associates (whether as Cornerstone Investors and/or as
|
||||
placees) as permitted under this exemption do not exceed 30% of the total number of Offer
|
||||
Shares offered under the Global Offering;
|
||||
(c) each Director, chief executive and Controlling Shareholder of the Company confirms that
|
||||
no securities have been allocated to them or their respective close associates under the Size-
|
||||
based Exemption;
|
||||
(d) the allocation to Size-based Exemption Participants will not affect the Company ’s ability to
|
||||
satisfy its public float requirement under Rule 8.08(1) of the Listing Rules; and
|
||||
(e) details of the allocation to Size-based Exemption Participants under the Size-based Exemption
|
||||
will be disclosed in this announcement.
|
||||
For details of the allocations of Offer Shares to Cornerstone Investors, please refer to the section
|
||||
headed “Allotment Results Details – International Offering – Allotees with Waivers/Consents
|
||||
Obtained ” in this announcement.
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
16
|
||||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
|
||||
Under the International Offering, certain Offer Shares were placed to connected clients of their connected distributors pursuant to the
|
||||
Placing Guidelines.
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing
|
||||
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected clients. The allocation of
|
||||
Offer Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of
|
||||
the placement to connected clients are set out below:No.
|
||||
Connected Distributor
|
||||
Connected Client
|
||||
Relationship
|
||||
Whether the connected clients will hold the beneficial interests of the Offer Shares on a non-discretionary basis or discretionary basis for independent third parties
|
||||
Number of Offer Shares to be allocated to the Connected Client
|
||||
Approximate percentage of total number of Offer Shares under the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option and assuming no exercise of the Over-allotment Option)
|
||||
Approximate percentage of total issued share capital immediately following the completion of the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-allotment Option is not
|
||||
exercised)
|
||||
1. CLSA Limited
|
||||
(“CLSA”)1
|
||||
CITIC
|
||||
Securities
|
||||
International
|
||||
Capital
|
||||
Management
|
||||
Limited
|
||||
(“CSICM”)
|
||||
Both CLSA and CSICM are indirect wholly-
|
||||
owned subsidiaries of CITIC Securities Company
|
||||
Limited ( “CITIC Securities ”), the A shares of
|
||||
which are listed on the Shanghai Stock Exchange
|
||||
(stock code: 600030), the H shares of which are
|
||||
listed on the Stock Exchange (stock code: 6030).
|
||||
Therefore, CSICM is a member of the same group
|
||||
of companies as CLSA.
|
||||
Non-discretionary basis 165,000 0.34% 0.04%
|
||||
Note:1. CSICM will enter into a series of cross border OTC swap transactions (the
|
||||
“OTC Swaps
|
||||
”) with the investment managers (collectively, the
|
||||
“CSICM Investment
|
||||
Managers
|
||||
”), who act for and on behalf of certain ultimate clients (collectively, the
|
||||
“CSICM Ultimate Clients
|
||||
”), pursuant to which CSICM will hold the Offer
|
||||
Shares to be subscribed for and on behalf of the CSICM Investment Managers on a non-discretionary basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CSICM Ultimate Clients, subject to customary fees and commissions. CSICM will not take part in any economic returns or bear any economic losses in relation to the Offer Shares. The OTC Swaps will be fully funded by the CSICM Ultimate Clients.To the best of CSICM
|
||||
’s knowledge and after making all reasonable enquiries, each of the CSICM Investment Managers and their ultimate beneficial owner is
|
||||
independent from each of the Company, its subsidiaries, the controlling shareholder, and substantial shareholders.
|
||||
|
||||
|
||||
--- page 17 ---
|
||||
17
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
|
||||
part of the contents of this announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||||
the United States (including its territories and possessions, any state of the United States and
|
||||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||||
solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.
|
||||
The Offer Shares are being offered and sold (i) outside the United States in offshore transactions
|
||||
in accordance with Regulation S and (ii) not to “U.S. persons ” (as defined in Rule 902(k) of
|
||||
Regulation S ( “Regulation S ”) under the U.S. Securities Act of 1933, as amended (the “Securities
|
||||
Act”)) and not for the account or benefit of U.S. persons. The Offer Shares are not being offered to
|
||||
individuals who hold solely a U.S. passport without also holding a valid Hong Kong identification
|
||||
card. During the forty (40)-day period, commencing from 8:00 a.m. on November 6, 2025, Hong
|
||||
Kong time (7:00 p.m. Eastern Time on November 5, 2025) and ending at 0:00 a.m. on December
|
||||
17, 2025, Hong Kong time (11:00 a.m. Eastern Time on December 16, 2025), both dates inclusive,
|
||||
(the “Distribution Compliance Period ”), no Shares issued in the Global Offering will be accepted
|
||||
by the depositary for deposit in the existing ADR facility of the Company and no such Shares can
|
||||
be offered or sold into the United States or to any U.S. persons or for the account or benefit of
|
||||
U.S. persons. Investors participating in the Global Offering will need to agree and confirm that,
|
||||
in respect of their interest in the Shares that they are purchasing in the Global Offering, that in
|
||||
the United States (as defined in Regulation S) they have not engaged in, and will not prior to the
|
||||
expiration of the Distribution Compliance Period engage in, any hedging transaction (whether
|
||||
executed through a sale of the Shares and/or American Depositary Shares representing interests
|
||||
in the Company ’s Class A ordinary shares or any derivative instruments), whether such hedging
|
||||
transaction is or was engaged in directly by the investors or any person having a beneficial interest
|
||||
in such Shares, or by any person acting on the investors ’ or their behalf.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||||
investors should read the Prospectus dated October 28, 2025 issued by Pony AI Inc. for detailed
|
||||
information about the Global Offering described below before deciding whether or not to invest in
|
||||
the Offer Shares thereby being offered.
|
||||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
|
||||
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
|
||||
effect upon the occurrence of any of the events set out in the section headed “Underwriting
|
||||
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
|
||||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||||
Date (which is currently expected to be on November 6, 2025).
|
||||
|
||||
|
||||
--- page 18 ---
|
||||
18
|
||||
PUBLIC FLOAT AND FREE FLOAT
|
||||
Immediately following the completion of the Global Offering (after taking into account
|
||||
the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||||
allotment Option), the total number of the Class A Ordinary Shares held by the public represents
|
||||
approximately 98.71% of the total issued Class A Ordinary Shares of the Company, which is
|
||||
higher than the minimum prescribed percentage of Class A Ordinary Shares required to be held in
|
||||
public hands of 10% under Rule 8.08(1) of the Listing Rules calculated based on the final Offer
|
||||
Price of HK$139.00 per Offer Share, thereby satisfying the public float requirement under Rule
|
||||
8.08(1) of the Listing Rules.
|
||||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||||
Listing Date. As such, Class A Ordinary Shares held by the Cornerstone Investors upon the Listing
|
||||
shall not be counted towards the free float of the Class A Ordinary Shares of the Company at
|
||||
the time of Listing. Based on the final Offer Price of HK$139.00 per Offer Share, the Company
|
||||
satisfies the free float requirement under Rule 8.08A(2) of the Listing Rules.
|
||||
The Directors confirm that, immediately following the completion of the Global Offering (after
|
||||
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
|
||||
of the Over-allotment Option), (i) no placee will, individually, be placed more than 10% of the
|
||||
enlarged total issued Class A Ordinary Shares of the Company immediately after the Global
|
||||
Offering; (ii) there will not be any new substantial Shareholder immediately after the Global
|
||||
Offering; (iii) the three largest public Class A Ordinary Shareholders of the Company do not
|
||||
hold more than 50% of the Class A Ordinary Shares in public hands at the time of the Listing in
|
||||
compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least 300
|
||||
Class A Ordinary Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
|
||||
Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, November
|
||||
6, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||||
right of termination described in the section headed “Underwriting – Underwriting Arrangements
|
||||
and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has
|
||||
not been exercised. Investors who trade the Class A Ordinary Shares on the basis of publicly
|
||||
available allocation details prior to the receipt of Share certificates or prior to the Share certificates
|
||||
becoming valid evidence of title do so entirely at their own risk.
|
||||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
|
||||
November 6, 2025 (Hong Kong time), it is expected that dealings in the Class A Ordinary Shares
|
||||
on the Stock Exchange will commence at 9:00 a.m. on Thursday, November 6, 2025 (Hong Kong
|
||||
time). The Class A Ordinary Shares will be traded in board lots of 100 Class A Ordinary Shares
|
||||
each, and the stock code of the Class A Ordinary Shares will be 2026.
|
||||
By order of the Board
|
||||
Pony AI Inc.
|
||||
Dr. Jun Peng
|
||||
Chairman of the Board and Chief Executive Officer
|
||||
Hong Kong, November 5, 2025
|
||||
As of the date of this announcement, the Board comprises: (i) Dr. Jun Peng and Dr. Tiancheng Lou
|
||||
as executive Directors; (ii) Mr. Fei Zhang and Mr. Takeo Hamada as non-executive Directors; and
|
||||
(iii) Mr. Jackson Peter Tai, Dr. Mark Qiu, and Ms. Asmau Ahmed as independent non-executive
|
||||
Directors.
|
||||
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@@ -0,0 +1,871 @@
|
||||
--- page 1 ---
|
||||
1
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
||||
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
|
||||
defined in the prospectus dated December 18, 2023 (the “Prospectus ”) issued by BaTeLab Co., Ltd. ( ᘽψԎдฆཥɿ
|
||||
ʮ̡ ) (the “Company ”).
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
||||
or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
|
||||
detailed information about the Company and the Global Offering described below before deciding whether or not to
|
||||
invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance
|
||||
on the information provided in the Prospectus.
|
||||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
|
||||
of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
|
||||
not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
|
||||
where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
|
||||
subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been, and will not be,
|
||||
registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”), or
|
||||
any applicable state securities laws in the United States, and may not be offered, sold, pledged or transferred within the
|
||||
United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities
|
||||
Act (the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the
|
||||
U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||||
accordance with Regulation S. There will be no public offering of the securities of the Company in the United States.
|
||||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited,
|
||||
as stabilizing manager (the “Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the
|
||||
Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of
|
||||
the H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
|
||||
However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any
|
||||
such stabilizing action, which, if commenced, will be conducted at the sole and absolute discretion of the Stabilizing
|
||||
Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity
|
||||
is required to be brought to an end on the 30th day after the last date for lodging applications under the Hong Kong
|
||||
Public Offering. Any market purchases of the H Shares will be effected in compliance with all applicable laws and
|
||||
regulatory requirement. Such stabilization action, if commenced, may be effected in all jurisdictions where it is
|
||||
permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
|
||||
the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance
|
||||
(Cap. 571 of the Laws of Hong Kong).
|
||||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited acts
|
||||
as the Sole Sponsor; China International Capital Corporation Hong Kong Securities Limited acts as the Sole Overall
|
||||
Coordinator; China International Capital Corporation Hong Kong Securities Limited, China Galaxy International
|
||||
Securities (Hong Kong) Co., Limited, CMB International Capital Limited, GF Securities (Hong Kong) Brokerage
|
||||
Limited and Guotai Junan Securities (Hong Kong) Limited together act as the Joint Global Coordinators; and China
|
||||
International Capital Corporation Hong Kong Securities Limited, China Galaxy International Securities (Hong Kong)
|
||||
Co., Limited, CMB International Capital Limited, GF Securities (Hong Kong) Brokerage Limited, Guotai Junan
|
||||
Securities (Hong Kong) Limited, ABCI Capital Limited, ABCI Securities Company Limited, ICBC International
|
||||
Securities Limited, Soochow Securities International Brokerage Limited, Tiger Brokers (HK) Global Limited, Futu
|
||||
Securities International (Hong Kong) Limited (in relation to the Hong Kong Public Offering only), Silverbricks
|
||||
Securities Company Limited, Valuable Capital Limited and Livermore Holdings Limited together act as the Capital
|
||||
Market Intermediaries.
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
2
|
||||
Potential investors should be aware that stabilizing actions cannot be taken to support the price of the H Shares for
|
||||
longer than the stabilization period which will begin on the Listing Date and expire on Saturday, January 20, 2024,
|
||||
being the 30th day after the last date for lodging applications under the Hong Kong Public Offering. After this date, no
|
||||
further stabilizing action may be taken and demand for the H Shares and the price of the H Shares could fall.
|
||||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
|
||||
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole
|
||||
Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong
|
||||
Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
|
||||
headed “Underwriting – Underwriting Arrangements and Expenses – The Hong Kong Public Offering – Grounds for
|
||||
Termination ” in the Prospectus at any time prior to 8.00 a.m. on the Listing Date.
|
||||
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the
|
||||
International Underwriters, exercisable at the discretion of the Sole Overall Coordinator (for itself and on behalf
|
||||
of the International Underwriters). Pursuant to the Over-allotment Option, the Sole Overall Coordinator (for itself
|
||||
and on behalf of the International Underwriters) have the right, exercisable at any time from the Listing Date until
|
||||
Saturday, January 20, 2024, being the 30th day after the last day for lodging applications under the Hong Kong Public
|
||||
Offering, to require the Company to issue up to an aggregate of 2,250,000 H Shares, representing 15% of the number
|
||||
of the Offer Shares initially available under the Global Offering, at the Offer Price to cover over-allocations in the
|
||||
International Offering, if any.
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
3
|
||||
BaTeLab Co., Ltd.
|
||||
ʮ̡
|
||||
(A joint stock company incorporated in the People ’s Republic of China with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under the
|
||||
Global Offering
|
||||
: 15,000,000 H Shares (subject to the
|
||||
Over-allotment Option)
|
||||
Number of Hong Kong Offer Shares : 1,500,000 H Shares
|
||||
Number of International Offer Shares : 13,500,000 H Shares
|
||||
Final Offer Price : HK$27.47 per H Share, plus brokerage
|
||||
of 1.0%, AFRC transaction levy of
|
||||
0.00015%, SFC transaction levy of
|
||||
0.0027% and Stock Exchange trading fee
|
||||
of 0.00565%
|
||||
Nominal value : RMB1.00 per H Share
|
||||
Stock Code : 2149
|
||||
Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator,
|
||||
Joint Bookrunner and Joint Lead Manager
|
||||
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
Joint Lead Managers
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
BATELAB CO., LTD. / 蘇州貝克微電子股份有限公司
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||||
ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||||
as those defined in the prospectus dated 18 December 2023 (the “Prospectus”) issued by BaTeLab Co., Ltd.
|
||||
(the “Company”).
|
||||
|
||||
Warning: In view of high concentration of shareholding in a small number of H Shareholders, H
|
||||
Shareholders and prospective investors should be aware that the price of the H Shares could move
|
||||
substantially even with a small number of H Shares traded and should exercise extreme caution
|
||||
when dealing in the H Shares.
|
||||
SUMMARY
|
||||
|
||||
Company information
|
||||
Stock code 2149
|
||||
Stock short name BATELAB
|
||||
Dealings commencement date 28 December 2023*
|
||||
*see note at the end of the announcement
|
||||
|
||||
Price Information
|
||||
Final Offer Price HK$27.470
|
||||
Offer Price Range HK$27.470 - HK$38.450
|
||||
Offer Price Adjustment exercised No
|
||||
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 15,000,000
|
||||
Number of Offer Shares in Public Offer 1,500,000
|
||||
Number of offer shares in International Offer 13,500,000
|
||||
Number of issued shares upon Listing 60,000,000
|
||||
|
||||
The number of offer shares above is determined after taking into account the additional shares issued
|
||||
under the following Offer Size Adjustment Option
|
||||
|
||||
Offer Size Adjustment Option (Upsize option)
|
||||
Number of additional shares issued under the option -
|
||||
- Public Offer -
|
||||
- International Offer -
|
||||
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 0
|
||||
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
|
||||
secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these
|
||||
means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
|
||||
Exchange’s website.
|
||||
Proceeds
|
||||
Gross proceeds (Note) HK$ 412.05 million
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
Less: Estimated listing expenses payable based on Final
|
||||
Offer Price
|
||||
HK$ (61.08) million
|
||||
Net proceeds HK$ 350.97 million
|
||||
|
||||
Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
|
||||
proceeds, please refer to the Prospectus dated 18 December 2023.
|
||||
|
||||
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
PUBLIC OFFER
|
||||
|
||||
No. of valid applications 2,965
|
||||
No. of successful applications 2,475
|
||||
Subscription level 1.34 times
|
||||
Claw-back triggered No
|
||||
No. of Offer Shares initially available under the Public Offer 1,500,000
|
||||
Final no. of Offer Shares under the Public Offer (after exercise of
|
||||
Offer Size Adjustment Option and reallocation)
|
||||
1,500,000
|
||||
% of Offer Shares under the Public Offer to the Global Offering 10.00%
|
||||
|
||||
Note: For details of the final allocation of shares to the Public Offer, investors can refer to
|
||||
https://www.eipo.com.hk/eIPOAllotment/ to perform a search by name or identification number or
|
||||
https://www.eipo.com.hk/eIPOAllotment/ for the full list of allottees.
|
||||
INTERNATIONAL OFFER
|
||||
|
||||
No. of placees 110
|
||||
Subscription Level 1.36 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offer
|
||||
13,500,000
|
||||
Final no. of Offer Shares under the International Offer (after
|
||||
reallocation)
|
||||
13,500,000
|
||||
% of Offer Shares under the International Offer to the Global
|
||||
Offering
|
||||
90.00%
|
||||
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer
|
||||
Shares subscribed by the placees and the public have been financed directly or indirectly by the Company,
|
||||
any of the Directors and Supervisors, chief executive of the Company, single largest group of shareholders,
|
||||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
|
||||
close associates; and (ii) none of the placees and the public who have purchased the Offer Shares are
|
||||
accustomed to taking instructions from the Company, any of the Directors and Supervisors, chief executive of
|
||||
the Company, single largest group of shareholders, substantial shareholders, existing shareholders of the
|
||||
Company or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal,
|
||||
voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
|
||||
|
||||
Allottees with waivers/consents obtained
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
Investor
|
||||
No. of
|
||||
shares
|
||||
allocated
|
||||
% of offer
|
||||
shares
|
||||
% of total
|
||||
issued H Shares
|
||||
after the Global
|
||||
Offering
|
||||
% of total
|
||||
issued share
|
||||
capital after the
|
||||
Global Offering Relationship*
|
||||
Jing Yufei 557,000 3.71% 3.71% 0.93%(Note)
|
||||
Close associate
|
||||
of Existing
|
||||
shareholders
|
||||
CICC
|
||||
FINANCIAL
|
||||
TRADING
|
||||
LIMITED 2,260,000 15.07% 15.07% 3.77%
|
||||
Connected
|
||||
Client of the
|
||||
Sponsor and
|
||||
Overall
|
||||
Coordinator, and
|
||||
Non-SFC
|
||||
authorised
|
||||
fund
|
||||
Total 2,817,000 18.78% 18.78% 4.70%
|
||||
|
||||
Note: The existing minority shareholders and Mr. Jing will hold approximately 2.96% of the total issued
|
||||
share capital of the Company immediately following the Global Offering (assuming the Over-allotment
|
||||
Option is not exercised).
|
||||
For details, please refer to the section headed "OTHERS / ADDITIONAL INFORMATION" below.
|
||||
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Pre-IPO Investors (as defined in the “History and Corporate Structure” section of the Prospectus)
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Suzhou Rongxiang
|
||||
Beiying Venture
|
||||
Capital Partnership
|
||||
(Limited Partnership) /
|
||||
蘇州融享貝贏創業投
|
||||
資合夥企業(有限合
|
||||
夥)
|
||||
2,846,352 N/A 4.74% 27 December
|
||||
2024
|
||||
Jiangsu Jiequan
|
||||
Yuanhe Puhua Equity
|
||||
Investment
|
||||
Partnership (Limited
|
||||
Partnership) / 江蘇疌
|
||||
泉元禾璞華股權投資
|
||||
合夥企業(有限合夥)
|
||||
2,718,339 N/A 4.53% 27 December
|
||||
2024
|
||||
Runke (Shanghai)
|
||||
Equity Investment
|
||||
Fund Partnership
|
||||
2,718,339 N/A 4.53% 27 December
|
||||
2024
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
(Limited Partnership) /
|
||||
潤科(上海)股權投資
|
||||
基金合夥企業(有限
|
||||
合夥)
|
||||
Zhuhai Guangfa
|
||||
Xinde Intelligent
|
||||
Innovation and
|
||||
Upgrade Equity
|
||||
Investment Fund / 珠
|
||||
海廣發信德智能創新
|
||||
升級股權投資基金
|
||||
(有限合夥)
|
||||
2,265,399 N/A 3.78% 27 December
|
||||
2024
|
||||
BYD Company
|
||||
Limited / 比亞迪股份
|
||||
有限公司
|
||||
2,163,462 N/A 3.61% 27 December
|
||||
2024
|
||||
Suzhou New District
|
||||
Venture Technology
|
||||
Investment
|
||||
Management Co., Ltd.
|
||||
/ 蘇州高新區創業科
|
||||
技投資管理有限公司
|
||||
2,059,740 N/A 3.43% 27 December
|
||||
2024
|
||||
Shenzhen Zhongke
|
||||
Quantum Investment
|
||||
Partnership (Limited
|
||||
Partnership) / 深圳中
|
||||
科量子投資合夥企業
|
||||
(有限合夥)
|
||||
2,041,553 N/A 3.40% 27 December
|
||||
2024
|
||||
Jiangsu Minyi
|
||||
Intelligent
|
||||
Manufacturing
|
||||
Industry Fund
|
||||
(Limited Partnership) /
|
||||
江蘇敏一智能製造產
|
||||
業基金(有限合夥)
|
||||
1,807,563 N/A 3.01% 27 December
|
||||
2024
|
||||
Shanghai Yucheng
|
||||
Enterprise
|
||||
Management
|
||||
Consulting Partnership
|
||||
(Limited Partner / 上
|
||||
海嶼丞企業管理諮詢
|
||||
合夥企業(有限合夥)
|
||||
1,359,170 N/A 2.27% 27 December
|
||||
2024
|
||||
Nantong Zhouzhou 1,270,680 N/A 2.12% 27 December
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Investment Center
|
||||
(Limited Partnership) /
|
||||
南通周宙投資中心
|
||||
(有限合夥)
|
||||
2024
|
||||
Beijing Taiyou
|
||||
Venture Capital
|
||||
Partnership (Limited
|
||||
Partnership) / 北京泰
|
||||
有創業投資合夥企業
|
||||
(有限合夥)
|
||||
1,180,792 N/A 1.97% 27 December
|
||||
2024
|
||||
Pingtan Fengyuan
|
||||
Juxin Equity
|
||||
Investment
|
||||
Partnership (Limited
|
||||
Partnership) / 平潭馮
|
||||
源聚芯股權投資合夥
|
||||
企業(有限合夥)
|
||||
865,385 N/A 1.44% 27 December
|
||||
2024
|
||||
Anji Chenfeng
|
||||
Enterprise
|
||||
Management
|
||||
Partnership (Limited
|
||||
Partnership) / 安吉辰
|
||||
豐企業管理合夥企業
|
||||
(有限合夥)
|
||||
815,474 N/A 1.36% 27 December
|
||||
2024
|
||||
Zhuhai Guangfa
|
||||
Xinde Environmental
|
||||
Industry Investment
|
||||
Fund Partnership
|
||||
(Limited / 珠海廣發
|
||||
信德環保產業投資基
|
||||
金合夥企業(有限合
|
||||
夥)
|
||||
747,438 N/A 1.25% 27 December
|
||||
2024
|
||||
Suzhou Huiyi Ruijin
|
||||
Venture Capital
|
||||
Partnership (Limited
|
||||
Partnership) / 蘇州匯
|
||||
毅瑞錦創業投資合夥
|
||||
企業(有限合夥)
|
||||
724,704 N/A 1.21% 27 December
|
||||
2024
|
||||
Suzhou Hejiuxin
|
||||
Enterprise
|
||||
Management
|
||||
Consulting Partnership
|
||||
672,939 N/A 1.12% 27 December
|
||||
2024
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
(Limited Partner / 蘇
|
||||
州合久鑫企業管理諮
|
||||
詢合夥企業(有限合
|
||||
夥)
|
||||
Suzhou Heyuanxin
|
||||
Venture Capital
|
||||
Partnership (Limited
|
||||
Partnership) / 蘇州合
|
||||
遠芯創業投資合夥企
|
||||
業(有限合夥)
|
||||
543,178 N/A 0.91% 27 December
|
||||
2024
|
||||
Jiangsu Huate
|
||||
Integrated Circuit Co.,
|
||||
Ltd. / 江蘇華特集成
|
||||
電路股份有限公司
|
||||
452,940 N/A 0.75% 27 December
|
||||
2024
|
||||
Nanjing Turing Phase
|
||||
I Venture Capital
|
||||
Partnership (Limited
|
||||
Partnership) / 南京圖
|
||||
靈一期創業投資合夥
|
||||
企業(有限合 夥)
|
||||
452,940 N/A 0.75% 27 December
|
||||
2024
|
||||
Tsinghua University
|
||||
Education Foundation
|
||||
/ 清華大學教育基金
|
||||
會
|
||||
432,692 N/A 0.72% 27 December
|
||||
2024
|
||||
Hangzhou Taizhiyou
|
||||
Venture Capital
|
||||
Partnership (Limited
|
||||
Partnership) / 杭州泰
|
||||
之有創業投資合夥企
|
||||
業(有限合夥)
|
||||
299,045 N/A 0.50% 27 December
|
||||
2024
|
||||
Xinyu Taiyi
|
||||
Investment
|
||||
Management Center
|
||||
(Limited Partnership) /
|
||||
新余泰益投資管理中
|
||||
心(有限合夥)
|
||||
299,045 N/A 0.50% 27 December
|
||||
2024
|
||||
Xinyu Jimu Ruiyuan
|
||||
Investment Consulting
|
||||
Center (Limited
|
||||
Partnership) / 新余極
|
||||
目睿遠投資諮詢中心
|
||||
(有限合夥)
|
||||
271,841 N/A 0.45% 27 December
|
||||
2024
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Tibet Taisheng
|
||||
Information
|
||||
Technology
|
||||
Partnership (Limited
|
||||
Partnership) / 西藏泰
|
||||
升信息科技合夥企業
|
||||
(有限合夥)
|
||||
271,764 N/A 0.45% 27 December
|
||||
2024
|
||||
Tianjin Huahui Taiyou
|
||||
Electronic Information
|
||||
Investment
|
||||
Partnership (Limited /
|
||||
天津華慧泰有電子信
|
||||
息投資合夥企業(有
|
||||
限合夥)
|
||||
271,764 N/A 0.45% 27 December
|
||||
2024
|
||||
Shenzhen Chuangqi
|
||||
Kaiying Venture
|
||||
Capital Partnership
|
||||
(Limited partnership) /
|
||||
深圳市創啟開盈創業
|
||||
投資合夥企業(有限
|
||||
合夥)
|
||||
10,817 N/A 0.02% 27 December
|
||||
2024
|
||||
Subtotal 29,563,355 N/A 49.27%
|
||||
|
||||
The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||||
|
||||
|
||||
Directors
|
||||
Name
|
||||
Number of
|
||||
shares held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Li Zhen / 李真 1,049,632 N/A 1.75% 27 December
|
||||
2024
|
||||
Li Yi / 李一 252,800 N/A 0.42% 27 December
|
||||
2024
|
||||
Subtotal 1,302,432 N/A 2.17%
|
||||
|
||||
The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
Existing Shareholders (other than the Pre-IPO Investors as defined in the “History and Corporate
|
||||
Structure” section of the Prospectus)
|
||||
Name
|
||||
Number of shares
|
||||
held in the
|
||||
Company subject
|
||||
to lock-up
|
||||
undertakings
|
||||
upon listing
|
||||
% of total issued H-
|
||||
shares after the
|
||||
Global Offering
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing
|
||||
% of shareholding
|
||||
in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
listing (assuming
|
||||
the Over-allotment
|
||||
Option is not
|
||||
exercised)
|
||||
Last day
|
||||
subject to the
|
||||
lock-up
|
||||
undertakings
|
||||
Suzhou Backward
|
||||
Electronic Co., Ltd. /
|
||||
蘇州貝克瓦特電子有
|
||||
限公司
|
||||
8,753,678 N/A 14.59% 27 December
|
||||
2024
|
||||
Suzhou Backward
|
||||
Investment Partnership
|
||||
(Limited Partnership) /
|
||||
蘇州貝克瓦特投資合
|
||||
夥企業(有限合夥)
|
||||
5,380,535 N/A 8.97% 27 December
|
||||
2024
|
||||
Subtotal 14,134,213 N/A 23.56%
|
||||
|
||||
The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees Number of H Shares allotted Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Number of Shares held upon Listing % of total issued share capital upon Listing (assuming no exercise of the Over-allotment Option) Top 1 2,260,000 16.74% 15.07% 2,260,000 3.77% Top 5 7,876,000 58.34% 52.51% 7,876,000 13.13% Top 10 11,885,700 88.04% 79.24% 11,885,700 19.81% Top 25 13,491,500 99.94% 89.94% 14,707,617 24.51%
|
||||
|
||||
Notes
|
||||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||||
|
||||
|
||||
--- page 13 ---
|
||||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
H Shareholders*
|
||||
Number of H Shares allotted Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Number of H Shares held upon Listing % of total issued H Shares capital upon Listing (assuming no exercise of the Over-allotment Option) Number of Shares held upon Listing Top 1 2,260,000 16.74% 15.07% 2,260,000 15.07% 2,260,000 Top 5 7,876,000 58.34% 52.51% 7,876,000 52.51% 7,876,000 Top 10 11,855,700 88.04% 79.24% 11,855,700 79.24% 11,885,700 Top 25 14,000,700 103.71% 93.34% 14,000,700 93.34% 15,216,817
|
||||
|
||||
Notes
|
||||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||||
Shareholders Number of H Shares allotted Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Number of H Shares held upon Listing Number of Shares held upon Listing % of total issued share capital upon Listing (assuming no exercise of the Over-allotment Option) Top 1 0 0.00% 0.00% 0 15,436,645 25.73% Top 5 0 0.00% 0.00% 0 28,792,252 47.99% Top 10 2,817,000 20.87% 18.78% 2,817,000 38,837,947 64.73% Top 25 12,442,700 92.17% 82.95% 12,442,700 54,679,852 91.13%
|
||||
|
||||
Notes
|
||||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||||
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||||
the public will be conditionally allocated on the basis set out below:
|
||||
|
||||
NO. OF H SHARES APPLIED FOR
|
||||
NO. OF VALID APPLICATIONS
|
||||
BASIS OF ALLOTMENT/BALLOT
|
||||
APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF H SHARES APPLIED FOR 100 1,363 100 H Shares 73.56%
|
||||
200 235 100 H Shares 73.54%
|
||||
|
||||
|
||||
--- page 14 ---
|
||||
200 209 200 H Shares 300 112 200 H Shares 73.52% 300 29 300 H Shares 400 3 200 H Shares 73.50% 400 47 300 H Shares 500 28 300 H Shares 73.09% 500 53 400 H Shares 600 26 400 H Shares 73.02% 600 16 500 H Shares 700 17 500 H Shares 72.93% 700 2 600 H Shares 800 3 500 H Shares 72.79% 800 14 600 H Shares 900 3 600 H Shares 72.22% 900 3 700 H Shares 1,000 136 700 H Shares 70.42% 1,000 6 800 H Shares 1,500 13 1,000 H Shares 70.12% 1,500 14 1,100 H Shares 2,000 19 1,400 H Shares 70.00%
|
||||
2,500 15 1,700 H Shares 70.00% 2,500 15 1,800 H Shares 3,000 17 2,100 H Shares 70.00%
|
||||
3,500 5 2,400 H Shares 69.84% 3,500 4 2,500 H Shares 4,000 1 2,700 H Shares 69.58% 4,000 5 2,800 H Shares 4,500 3 3,100 H Shares 69.44% 4,500 1 3,200 H Shares 5,000 5 3,400 H Shares 69.44% 5,000 13 3,500 H Shares 6,000 1 4,100 H Shares 69.44% 6,000 2 4,200 H Shares 7,000 1 4,800 H Shares 69.29% 7,000 1 4,900 H Shares 8,000 2 5,500 H Shares 68.75%
|
||||
9,000 2 6,100 H Shares 68.15% 9,000 1 6,200 H Shares 10,000 15 6,800 H Shares 68.00%
|
||||
15,000 2 10,200 H Shares 68.00%
|
||||
20,000 2 13,600 H Shares 68.00%
|
||||
25,000 1 17,000 H Shares 68.00%
|
||||
30,000 2 20,400 H Shares 68.00%
|
||||
40,000 2 27,200 H Shares 68.00%
|
||||
50,000 3 34,000 H Shares 68.00%
|
||||
60,000 1 40,800 H Shares 68.00%
|
||||
100,000 1 68,000 H Shares 68.00%
|
||||
300,000 1 300,000 H Shares 100.00%
|
||||
|
||||
|
||||
--- page 15 ---
|
||||
Total number of successful applicants 2,475 1,500,000 H Shares
|
||||
|
||||
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||||
Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
|
||||
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||||
SFC transaction levy and trading fee payable.
|
||||
OTHERS / ADDITIONAL INFORMATION
|
||||
Placing of Offer Shares to a Connected Client
|
||||
|
||||
Under the International Offering, 2,260,000 Offer Shares, representing approximately 15.07% of the
|
||||
total number of Offer Shares available under the Global Offering and approximately 3.77% of the
|
||||
total issued share capital of the Company immediately following the Global Offering (assuming the
|
||||
Over-allotment Option is not exercised), were placed to CICC Financial Trading Limited (“CICC
|
||||
FT”) as a placee, which is a connected client (the “Connected Client”) of China International
|
||||
Capital Corporation Hong Kong Securities Limited (the “Sole Overall Coordinator”) as it is a
|
||||
wholly-owned subsidiary of China International Capital Corporation Limited (“CICC Corporation”,
|
||||
which wholly owns the Sole Overall Coordinator), and hence a member of the same group of
|
||||
companies as the Sole Overall Coordinator, pursuant to paragraph 13(7) of Appendix 6 to the Listing
|
||||
Rules (the “Placing Guidelines”).
|
||||
|
||||
The Connected Client and CICC Corporation will enter into a series of cross border delta-one OTC
|
||||
swap transactions (the “OTC Swaps”) with each other and with the ultimate clients (the “CICC FT
|
||||
Ultimate Clients”), pursuant to which the Connected Client will hold the CICC FT Offer Shares on
|
||||
a non-discretionary basis to hedge the OTC Swaps while the economic risks and returns of the
|
||||
underlying H Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and
|
||||
commissions. The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the
|
||||
tenor of the OTC Swaps, all economic returns of the CICC FT Offer Shares will be passed to the
|
||||
CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients
|
||||
through the OTC Swaps, and the Connected Client will not take part in any economic return or bear
|
||||
any economic loss in relation to the price of the CICC FT Offer Shares. The OTC Swaps are linked
|
||||
to the CICC FT Offer Shares and the CICC Ultimate Clients may request the Connected Client to
|
||||
redeem it at their own discretions, upon which the Connected Client shall dispose of the CICC FT
|
||||
Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC
|
||||
Swap documents. Despite that the Connected Client will hold the legal title of the CICC FT Offer
|
||||
Shares by itself, it will not exercise the voting rights attaching to the relevant H Shares during the
|
||||
terms of the OTC Swaps as per its internal policy. To the best of the Connected Client’s knowledge
|
||||
having made all reasonable inquiries, the CICC FT Ultimate Clients are third parties independent
|
||||
from each of the Company, the Connected Client and the Sole Overall Coordinator.
|
||||
|
||||
|
||||
--- page 16 ---
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||||
Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the Company to
|
||||
allocate Offer Shares in the International Offering to CICC FT. The Offer Shares allocated to CICC
|
||||
FT is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||||
|
||||
Placing of Offer Shares to the close associate of Existing Minority Shareholders
|
||||
|
||||
Under the International Offering, 557,000 Offer Shares, representing approximately 3.71% of the
|
||||
total number of Offer Shares available under the Global Offering and approximately 0.93% of the
|
||||
total issued share capital of the Company immediately following the Global Offering (assuming the
|
||||
Over-allotment Option is not exercised), were placed to Mr. Jing Yufei (景雨霏) (“Mr. Jing”) as a
|
||||
placee, who is a close associate of Hejiuxin and Heyuanxin, both of which are existing shareholders
|
||||
of the Company holding a total of 2.03% equity interest in the Company before the Listing.
|
||||
|
||||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||||
Company, a waiver from strict compliance with Rule 10.04 of the Listing Rules and its consent
|
||||
under paragraph 5(2) of the Placing Guidelines to permit the Company to allocate Offer Shares in the
|
||||
International Offering to Mr. Jing. The Offer Shares allocated to Mr. Jing is in compliance with all
|
||||
the conditions under the consent granted by the Stock Exchange.
|
||||
|
||||
|
||||
|
||||
DISCLAIMERS
|
||||
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||||
“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||||
or in reliance upon the whole or any part of the contents of this announcement.
|
||||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor
|
||||
shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales
|
||||
would be unlawful. This announcement is not for release, publication or distribution, directly or
|
||||
indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited
|
||||
by law, nor is this announcement an offer for sale or solicitation to purchase or subscribe for securities
|
||||
in the United States or any other jurisdictions. The Offer Shares have not been, and will not be,
|
||||
registered under the United States Securities Act of 1933, as amended from time to time (the “U.S.
|
||||
Securities Act”), or any applicable state securities laws in the United States, and may not be offered,
|
||||
sold, pledged or transferred within the United States or to, or for the account or benefit of U.S.
|
||||
persons (as defined in Regulation S under the U.S. Securities Act (the “Regulation S”)) except in
|
||||
transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act.
|
||||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||||
accordance with Regulation S. There will be no public offering of the securities of the Company in
|
||||
the United States.
|
||||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||||
investors should read the Prospectus dated 18 December 2023 issued by BaTeLab Co., Ltd. for
|
||||
|
||||
|
||||
--- page 17 ---
|
||||
detailed information about the Global Offering described below before deciding whether or not to
|
||||
invest in the Shares thereby being offered.
|
||||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Overall
|
||||
Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||||
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||||
events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses –
|
||||
The Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior to
|
||||
8.00 a.m. on the Listing Date.
|
||||
|
||||
|
||||
--- page 18 ---
|
||||
4
|
||||
PUBLIC FLOAT
|
||||
Immediately after completion of the Global Offering, (i) 25% of the total issued Shares will be
|
||||
held by the public in accordance with Rule 8.08(1)(a) of the Listing Rules; (ii) the three largest
|
||||
public Shareholders will not hold more than 50% of the Shares held in the public hands at the time
|
||||
of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iii) there will be at
|
||||
least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||||
The Directors confirm that immediately after the completion of the Global Offering, (i) no placee
|
||||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company;
|
||||
and (ii) there will not be any new substantial shareholder (as defined in the Listing Rules) of the
|
||||
Company.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, December
|
||||
28, 2023 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||||
right of termination described in the “Underwriting – Underwriting Arrangements and Expenses
|
||||
– The Hong Kong Public Offering – Grounds for Termination ” section in the Prospectus has not
|
||||
been exercised.
|
||||
Assuming the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. on
|
||||
Thursday, December 28, 2023 (Hong Kong time), dealings in the H Shares are expected to
|
||||
commence at 9:00 a.m. on Thursday, December 28, 2023 (Hong Kong time). The H Shares will be
|
||||
traded in board lots of 100 H Shares each. The stock code of the H Shares is 2149.
|
||||
By order of the Board
|
||||
BaTeLab Co., Ltd.
|
||||
Mr. Li Zhen
|
||||
Chairman
|
||||
Hong Kong, December 27, 2023
|
||||
As at the date of this announcement, the Board of Directors comprises Mr. Li Zhen, Mr. Zhang
|
||||
Guangping and Mr. Li Yi as executive Directors; Mr. Kong Jianhua and Mr. Zhou Yufeng as
|
||||
non-executive Directors; and Mr. Zhao Heming, Mr. Wen Chengge, Mr. Ma Ming and Ms. Kang
|
||||
Yuanshu as independent non-executive Directors.
|
||||
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@@ -0,0 +1,445 @@
|
||||
--- page 1 ---
|
||||
– 1 –
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||||
(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”)
|
||||
take no responsibility for the contents of this announcement, make no representation as to
|
||||
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
|
||||
howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
|
||||
same meanings as those defined in the prospectus dated 28 May 2026 (the “ Prospectus ”) of
|
||||
Lung Fung Group Holdings Limited (ʮ̡) (the “ Company ”).
|
||||
This announcement is for information purposes only and does not constitute an invitation
|
||||
or offer to acquire, purchase or subscribe for any securities. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about the
|
||||
Company and the Global Offering described below before deciding whether or not to invest
|
||||
in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
|
||||
solely in reliance on the information provided in the Prospectus.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in or
|
||||
into the United States (including its territories and possessions, any state of the United States
|
||||
and the District of Columbia). This announcement does not constitute or form a part of any
|
||||
offer or solicitation to purchase or subscribe for securities in the United States or in any other
|
||||
jurisdictions. The Offer Shares have not been, and will not be, registered under the United
|
||||
States Securities Act of 1933 as amended from time to time (the “ U.S. Securities Act ”) or
|
||||
securities law of any state or other jurisdiction of the United States. The Offer Shares may not
|
||||
be offered, sold, pledged or otherwise transferred within the United States, except pursuant to
|
||||
an available exemption from, or in a transaction not subject to, the registration requirements
|
||||
of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United
|
||||
States. The Offer Shares are being offered and sold solely outside the United States in offshore
|
||||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
||||
In connection with the Global Offering, DBS Asia Capital Limited acts as the Sole Sponsor,
|
||||
Sponsor-Overall Coordinator and Overall Coordinator.
|
||||
Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator (for
|
||||
itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong
|
||||
Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events
|
||||
set out in the section headed “Underwriting — Underwriting Arrangements and Expenses —
|
||||
Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior
|
||||
to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange (which is
|
||||
currently expected to be on Friday, 5 June, 2026).
|
||||
|
||||
|
||||
--- page 2 ---
|
||||
– 2 –
|
||||
Lung Fung Group Holdings Limited
|
||||
ʮ ̡
|
||||
(Incorporated in the Cayman Islands with limited liability)
|
||||
GLOBAL OFFERING
|
||||
Number of Offer Shares under
|
||||
the Global Offering
|
||||
: 125,000,000 Shares
|
||||
Number of Hong Kong Offer Shares : 12,500,000 Shares
|
||||
Number of International Offer Shares : 112,500,000 Shares
|
||||
Final Offer Price : HK$5.18 per Offer Share plus brokerage of
|
||||
1.0%, SFC transaction levy of 0.0027%,
|
||||
Stock Exchange trading fee of 0.00565%,
|
||||
and AFRC transaction levy of 0.00015%
|
||||
(payable in full on application in Hong
|
||||
Kong dollars, subject to refund)
|
||||
Nominal value : HK$0.0001 per Share
|
||||
Stock code : 2290
|
||||
Sole Sponsor, Overall Coordinator, Sole Global Coordinator,
|
||||
Joint Bookrunner and Joint Lead Manager
|
||||
Joint Bookrunners and Joint Lead Managers
|
||||
(in alphabetical order)
|
||||
|
||||
|
||||
--- page 3 ---
|
||||
– 3 –
|
||||
LUNG FUNG GROUP HOLDINGS LIMITED (ʮ̡)
|
||||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
|
||||
same meanings as those defined in the prospectus dated 28 May 2026 (the “ Prospectus ”)
|
||||
issued by Lung Fung Group Holdings Limited (ʮ̡) (the “ Company ”).
|
||||
Warning: In view of high concentration of shareholding in a small number of
|
||||
Shareholders, Shareholders and prospective investors should be aware that the price
|
||||
of the Shares could move substantially even with a small number of Shares traded and
|
||||
should exercise extreme caution when dealing in the Shares.
|
||||
SUMMARY
|
||||
Company information
|
||||
Stock code 2290
|
||||
Stock short name LUNG FUNG GROUP
|
||||
Dealings commencement date 5 June 2026*
|
||||
* see note at the end of the announcement
|
||||
Price Information
|
||||
Final Offer Price HK$5.18
|
||||
Offer Price Range HK$5.18 to HK$6.38
|
||||
Offer Shares and Share Capital
|
||||
Number of Offer Shares 125,000,000
|
||||
Final Number of Offer Shares in Hong Kong Public
|
||||
Offering
|
||||
12,500,000
|
||||
Final Number of Offer Shares in International
|
||||
Offering
|
||||
112,500,000
|
||||
Number of issued Shares upon Listing 500,000,000
|
||||
Over-allocation
|
||||
No. of Offer Shares over-allocated 0
|
||||
Proceeds
|
||||
Gross proceeds (1) HK$647.5 million
|
||||
Less: Estimated listing expenses payable based on
|
||||
the final Offer Price
|
||||
HK$47.9 million
|
||||
Net proceeds
|
||||
(2) HK$599.6 million
|
||||
Notes:
|
||||
1. Gross proceeds refer to the amount to which the Company is entitled to receive.
|
||||
2. For details of the use of proceeds, please refer to the section headed “Future Plans and Use of
|
||||
Proceeds” in the Prospectus.
|
||||
|
||||
|
||||
--- page 4 ---
|
||||
– 4 –
|
||||
ALLOTMENT RESULTS DETAILS
|
||||
HONG KONG PUBLIC OFFERING
|
||||
No. of valid applications 133,189
|
||||
No. of successful applications 16,359
|
||||
Subscription level 664.92 times
|
||||
No. of Offer Shares initially available under the Hong Kong
|
||||
Public Offering
|
||||
12,500,000
|
||||
No. of Offer Shares reallocated from the International Offering
|
||||
(reallocation)
|
||||
0
|
||||
Final no. of Offer Shares under the Hong Kong Public Offering
|
||||
(after reallocation)
|
||||
12,500,000
|
||||
% of Offer Shares under the Hong Kong Public Offering to the
|
||||
Global Offering
|
||||
10%
|
||||
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
|
||||
https://www.hkeipo.hk/iporesult to perform a search by name or identification number or https://www.hkeipo.hk/
|
||||
iporesult for the full list of allottees.
|
||||
INTERNATIONAL OFFERING
|
||||
No. of placees 78
|
||||
Subscription Level 3.18 times
|
||||
No. of Offer Shares initially available under the International
|
||||
Offering
|
||||
112,500,000
|
||||
No. of Offer Shares reallocated to the Hong Kong Public
|
||||
Offering (reallocation)
|
||||
0
|
||||
Final no. of Offer Shares under the International Offering (after
|
||||
reallocation)
|
||||
112,500,000
|
||||
% of Offer Shares under the International Offering to the
|
||||
Global Offering
|
||||
90%
|
||||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none
|
||||
of the Offer Shares subscribed by the placees and the public have been financed directly or
|
||||
indirectly by the Company, any of the Directors, chief executives, controlling shareholders,
|
||||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries
|
||||
or their respective close associates; and (ii) none of the placees and the public who have
|
||||
purchased the Offer Shares are accustomed to taking instructions from the Company, any of
|
||||
the Directors, chief executives, controlling shareholders, substantial shareholders, existing
|
||||
shareholders of the Company or any of its subsidiaries or their respective close associates in
|
||||
relation to the acquisition, disposal, voting or other disposition of Shares registered in his/
|
||||
her/its name or otherwise held by him/her/it.
|
||||
|
||||
|
||||
--- page 5 ---
|
||||
– 5 –
|
||||
LOCK-UP UNDERTAKINGS
|
||||
Controlling Shareholders
|
||||
Name
|
||||
Number of Shares
|
||||
held in the Company
|
||||
subject to lock-up
|
||||
undertakings upon
|
||||
Listing
|
||||
% of shareholding in
|
||||
the Company subject to
|
||||
lock-up undertakings
|
||||
upon Listing
|
||||
Last day subject to the lock-
|
||||
up undertakings (1)
|
||||
TTK Holding Limited (2) 375,000,000 Shares 75.00% 4 December 2026
|
||||
(First Six-Month Period) (3)
|
||||
4 June 2027
|
||||
(Second Six-Month Period) (4)
|
||||
Subtotal 375,000,000 Shares 75.00%
|
||||
Notes:
|
||||
1. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-
|
||||
month period ends on 4 December 2026 and for the second six-month period, on 4 June 2027. For further
|
||||
details, please refer to “Underwriting — Underwriting Arrangements and Expenses — Undertakings to
|
||||
the Stock Exchange Pursuant to the Listing Rules — Undertakings by our Controlling Shareholders” in
|
||||
the Prospectus.
|
||||
2. TTK Holding Limited (“ TTK Holding ”) is an investment holding company owned by Mr. Tse Siu
|
||||
Hoi (“ Mr. Tse ”), Ms. Chan Yuen Fong Shirley (“ Mrs. Tse ”) and Ms. Tse Chui Ying (“ Ms. Tse ”) as
|
||||
to 97.29%, 2.70% and 0.01%, respectively. TTK Holding, Mr. Tse, Mrs. Tse and Ms. Tse will be the
|
||||
controlling shareholders of the Company and will continue to hold a controlling interest in the Company
|
||||
upon completion of the Global Offering. For further details, please refer to “Relationship with Our
|
||||
Controlling Shareholders” in the Prospectus.
|
||||
3. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the
|
||||
Controlling Shareholder will not cease to be a controlling shareholder (as defined in the Listing Rules)
|
||||
of the Company.
|
||||
4. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after
|
||||
the indicated date.
|
||||
|
||||
|
||||
--- page 6 ---
|
||||
– 6 –
|
||||
PLACEE CONCENTRATION ANALYSIS
|
||||
Placees*
|
||||
Number of
|
||||
Shares allotted
|
||||
Allotment as % of
|
||||
the International
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total issued
|
||||
share capital
|
||||
upon Listing
|
||||
Top 1 9,200,000 8.18% 7.36% 9,200,000 1.84%
|
||||
Top 5 38,025,000 33.80% 30.42% 38,025,000 7.61%
|
||||
Top 10 62,345,000 55.42% 49.88% 62,345,000 12.47%
|
||||
Top 25 97,706,500 86.85% 78.17% 97,706,500 19.54%
|
||||
Notes:
|
||||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||||
Shareholders*
|
||||
Number of
|
||||
Shares allotted
|
||||
Allotment as % of
|
||||
the International
|
||||
Offering
|
||||
Allotment
|
||||
as % of total
|
||||
Offer Shares
|
||||
Number of
|
||||
Shares held
|
||||
upon Listing
|
||||
% of total issued
|
||||
share capital
|
||||
upon Listing
|
||||
Top 1 0 0.00% 0.00% 375,000,000 75.00%
|
||||
Top 5 32,025,000 28.47% 25.62% 407,025,000 81.41%
|
||||
Top 10 58,545,000 52.04% 46.84% 433,545,000 86.71%
|
||||
Top 25 96,606,500 85.87% 77.29% 471,606,500 94.32%
|
||||
Notes:
|
||||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||||
|
||||
|
||||
--- page 7 ---
|
||||
– 7 –
|
||||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made
|
||||
by the public will be conditionally allocated on the basis set out below:
|
||||
Number
|
||||
of Shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocation/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number of
|
||||
Shares applied
|
||||
for
|
||||
POOL A
|
||||
500 46,124 2,307 out of 46,124 applicants to receive 500 Shares 5.00%
|
||||
1,000 9,299 576 out of 9,299 applicants to receive 500 Shares 3.10%
|
||||
1,500 25,001 1,753 out of 25,001 applicants to receive 500 Shares 2.34%
|
||||
2,000 3,063 235 out of 3,063 applicants to receive 500 Shares 1.92%
|
||||
2,500 2,111 174 out of 2,111 applicants to receive 500 Shares 1.65%
|
||||
3,000 1,604 140 out of 1,604 applicants to receive 500 Shares 1.45%
|
||||
3,500 940 86 out of 940 applicants to receive 500 Shares 1.31%
|
||||
4,000 1,002 95 out of 1,002 applicants to receive 500 Shares 1.19%
|
||||
4,500 806 80 out of 806 applicants to receive 500 Shares 1.10%
|
||||
5,000 4,594 467 out of 4,594 applicants to receive 500 Shares 1.02%
|
||||
6,000 1,330 143 out of 1,330 applicants to receive 500 Shares 0.90%
|
||||
7,000 9,591 1,080 out of 9,591 applicants to receive 500 Shares 0.80%
|
||||
8,000 1,014 119 out of 1,014 applicants to receive 500 Shares 0.73%
|
||||
9,000 672 82 out of 672 applicants to receive 500 Shares 0.68%
|
||||
10,000 2,937 369 out of 2,937 applicants to receive 500 Shares 0.63%
|
||||
15,000 2,287 326 out of 2,287 applicants to receive 500 Shares 0.48%
|
||||
20,000 1,160 181 out of 1,160 applicants to receive 500 Shares 0.39%
|
||||
25,000 898 150 out of 898 applicants to receive 500 Shares 0.33%
|
||||
30,000 858 152 out of 858 applicants to receive 500 Shares 0.30%
|
||||
35,000 551 102 out of 551 applicants to receive 500 Shares 0.26%
|
||||
40,000 535 103 out of 535 applicants to receive 500 Shares 0.24%
|
||||
45,000 432 87 out of 432 applicants to receive 500 Shares 0.22%
|
||||
50,000 1,223 252 out of 1,223 applicants to receive 500 Shares 0.21%
|
||||
60,000 745 163 out of 745 applicants to receive 500 Shares 0.18%
|
||||
70,000 750 172 out of 750 applicants to receive 500 Shares 0.16%
|
||||
80,000 755 180 out of 755 applicants to receive 500 Shares 0.15%
|
||||
90,000 604 150 out of 604 applicants to receive 500 Shares 0.14%
|
||||
100,000 3,414 871 out of 3,414 applicants to receive 500 Shares 0.13%
|
||||
|
||||
|
||||
--- page 8 ---
|
||||
– 8 –
|
||||
Number
|
||||
of Shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocation/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number of
|
||||
Shares applied
|
||||
for
|
||||
200,000 1,545 488 out of 1,545 applicants to receive 500 Shares 0.08%
|
||||
300,000 1,070 383 out of 1,070 applicants to receive 500 Shares 0.06%
|
||||
400,000 708 277 out of 708 applicants to receive 500 Shares 0.05%
|
||||
500,000 582 244 out of 582 applicants to receive 500 Shares 0.04%
|
||||
600,000 424 188 out of 424 applicants to receive 500 Shares 0.04%
|
||||
700,000 701 325 out of 701 applicants to receive 500 Shares 0.03%
|
||||
Total 129,330 Total number of Pool A successful applicants: 12,500
|
||||
Number
|
||||
of Shares
|
||||
applied for
|
||||
Number
|
||||
of valid
|
||||
applications Basis of allocation/ballot
|
||||
Approximate
|
||||
percentage
|
||||
allotted of the
|
||||
total number of
|
||||
Shares applied
|
||||
for
|
||||
POOL B
|
||||
800,000 1,432 1,000 Shares plus 940 out of 1,432 applicants to receive
|
||||
an additional 500 Shares
|
||||
0.17%
|
||||
900,000 538 1,000 Shares plus 386 out of 538 applicants to receive
|
||||
an additional 500 Shares
|
||||
0.15%
|
||||
1,000,000 1,109 1,000 Shares plus 888 out of 1,109 applicants to receive
|
||||
an additional 500 Shares
|
||||
0.14%
|
||||
2,000,000 370 2,000 Shares 0.10%
|
||||
3,000,000 137 2,500 Shares 0.08%
|
||||
4,000,000 94 3,000 Shares 0.08%
|
||||
5,000,000 33 3,500 Shares 0.07%
|
||||
6,250,000 146 4,000 Shares 0.06%
|
||||
Total 3,859 Total number of Pool B successful applicants: 3,859
|
||||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||||
in the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||||
participants. Investors should contact their relevant brokers for any inquiries.
|
||||
|
||||
|
||||
--- page 9 ---
|
||||
– 9 –
|
||||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||||
The Directors confirm that the Company has complied with the Listing Rules and guidance
|
||||
materials in relation to the placing, allotment and listing of the Company’s Shares.
|
||||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||||
indirectly, provided by the Company, the Controlling Shareholders, the Directors or syndicate
|
||||
members to any placees or the public (as the case may be) and the consideration paid by
|
||||
the placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||||
subscribed for or purchased by them was the same as the final Offer Price in addition to any
|
||||
brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee
|
||||
payable.
|
||||
|
||||
|
||||
--- page 10 ---
|
||||
– 10 –
|
||||
DISCLAIMERS
|
||||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||||
(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”)
|
||||
take no responsibility for the contents of this announcement, make no representation as to
|
||||
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
|
||||
howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||||
announcement.
|
||||
This announcement is not for release, publication, distribution, directly or indirectly, in
|
||||
or into the United States (including its territories and possessions, any state of the United
|
||||
States and the District of Columbia). This announcement does not constitute or form a
|
||||
part of any offer or solicitation to purchase or subscribe for securities in the United States
|
||||
or in any other jurisdictions. The Offer Shares have not been, and will not be, registered
|
||||
under the United States Securities Act of 1933 as amended from time to time (the “ U.S.
|
||||
Securities Act ”) or securities law of any state or other jurisdiction of the United States. The
|
||||
Offer Shares may not be offered, sold, pledged or otherwise transferred within the United
|
||||
States, except pursuant to an available exemption from, or in a transaction not subject to,
|
||||
the registration requirements of the U.S. Securities Act. There will be no public offer of
|
||||
the Offer Shares in the United States. The Offer Shares are being offered and sold solely
|
||||
outside the United States in offshore transactions in reliance on Regulation S under the U.S.
|
||||
Securities Act.
|
||||
This announcement is for information purposes only and does not constitute an invitation
|
||||
or offer to acquire, purchase or subscribe for any securities. This announcement is not a
|
||||
prospectus. Potential investors should read the Prospectus for detailed information about
|
||||
the Company and the Global Offering described below before deciding whether or not to
|
||||
invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be
|
||||
taken solely in reliance on the information provided in the Prospectus.
|
||||
* Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator (for itself and
|
||||
on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting
|
||||
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed
|
||||
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds
|
||||
for Termination” in the Prospectus at any time prior to 8:00 a.m. on the day that trading in the Shares
|
||||
commences on the Stock Exchange (which is currently expected to be on Friday, 5 June, 2026).
|
||||
|
||||
|
||||
--- page 11 ---
|
||||
– 11 –
|
||||
PUBLIC FLOAT AND FREE FLOAT
|
||||
Based on (i) the final Offer Price of HK$5.18 per Offer Share and (ii) 500,000,000 Shares
|
||||
in issue immediately upon completion of the Global Offering, it is expected that the market
|
||||
capitalization of our Shares at the time of Listing will be HK$2,590,000,000. Under Rule
|
||||
8.08(1) of the Listing Rules, in the event the expected market value of the class of securities
|
||||
new to listing upon Listing does not exceed HK$6,000,000,000, at least 25% of the total
|
||||
issued Shares must be held by the public upon Listing. Immediately following the completion
|
||||
of the Global Offering, the total number of the Shares held by the public represents 25% of the
|
||||
total issued Shares. Therefore, the Company will be able to satisfy the public float requirement
|
||||
under Rule 8.08(1) of the Listing Rules immediately upon Listing.
|
||||
Based on the final Offer Price of HK$5.18 per Offer Share, the Company will be able to
|
||||
satisfy the free float requirement under Rule 8.08A of the Listing Rules immediately upon
|
||||
Listing.
|
||||
The Directors confirm that, immediately following the completion of the Global Offering, (i)
|
||||
no placee will, individually, be placed more than 10% of the enlarged issued share capital of
|
||||
the Company immediately after the Global Offering; (ii) there will not be any new substantial
|
||||
Shareholder immediately after the Global Offering; (iii) the three largest public Shareholders
|
||||
of the Company do not hold more than 50% of the Shares in public hands at the time of the
|
||||
Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will
|
||||
be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
|
||||
Listing Rules.
|
||||
COMMENCEMENT OF DEALINGS
|
||||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, 5 June,
|
||||
2026, provided that the Global Offering has become unconditional and the right of termination
|
||||
described in the section headed “Underwriting — Underwriting Arrangements and Expenses
|
||||
— Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been
|
||||
exercised. Investors who trade the Shares on the basis of publicly available allocation details
|
||||
prior to the receipt of Share certificates or prior to the Share certificates becoming valid
|
||||
evidence of title do so entirely at their own risk.
|
||||
|
||||
|
||||
--- page 12 ---
|
||||
– 12 –
|
||||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong
|
||||
Kong on Friday, 5 June, 2026, it is expected that dealings in the Shares on the Stock Exchange
|
||||
will commence at 9:00 a.m. on Friday, 5 June, 2026. The Shares will be traded in board lots of
|
||||
500 Shares each and the stock code of our Shares will be 2290.
|
||||
By Order of the Board
|
||||
Lung Fung Group Holdings Limited
|
||||
Tse Siu Hoi
|
||||
Executive Director and Chairman of the Board
|
||||
Hong Kong, 4 June 2026
|
||||
As at the date of this announcement, Directors of the Company are: (i) Mr. Tse Siu Hoi and
|
||||
Ms. Tse Chui Ying as executive Directors; and (ii) Mr. Chu Woon Ming, Mr. Yau Sheung Yu
|
||||
and Ms. Woo Pui Yan Joyce as independent non-executive Directors.
|
||||
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