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.
This commit is contained in:
2026-06-15 13:27:41 +00:00
parent 48b89552fe
commit 8a0dfd88f0
557 changed files with 8721479 additions and 28 deletions
+16 -4
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@@ -69,10 +69,11 @@ If a user asks for both data update and analysis, complete the archive/update st
4. Compute hashes for archived files. 4. Compute hashes for archived files.
5. Insert or update structured facts in `data/hk_ipo.sqlite`. 5. Insert or update structured facts in `data/hk_ipo.sqlite`.
6. Record every source in the source reference table using repo-relative paths. 6. Record every source in the source reference table using repo-relative paths.
7. Refresh sync state with `scripts/update_sync_state.py` after fact updates. 7. Extract text for archived PDF sources with `scripts/extract_pdf_text.py`.
8. Export key tables to `data/snapshots/` for readable Git diffs. 8. Refresh sync state with `scripts/update_sync_state.py` after fact updates.
9. Verify path rules, required fields, hash checks, sync state, and snapshot generation. 9. Export key tables to `data/snapshots/` for readable Git diffs.
10. Commit only the related archive/database/snapshot changes. 10. Verify path rules, required fields, hash checks, extracted text manifest, sync state, and snapshot generation.
11. Commit only the related archive/database/snapshot changes.
## Incremental Sync State ## Incremental Sync State
@@ -140,6 +141,16 @@ The script resolves HKEXnews stock IDs, archives prospectus and allotment-result
The document archiver should use HKEXnews date-window title search around the IPO timetable, not only the latest title-search page. IPO documents for active listed companies are often buried behind later post-listing announcements. Treat official HKEXnews `.pdf`, `.htm`, and `.html` allotment-result notices as valid archived sources; parse structured demand facts only where parser coverage is reliable. The document archiver should use HKEXnews date-window title search around the IPO timetable, not only the latest title-search page. IPO documents for active listed companies are often buried behind later post-listing announcements. Treat official HKEXnews `.pdf`, `.htm`, and `.html` allotment-result notices as valid archived sources; parse structured demand facts only where parser coverage is reliable.
PDF text extraction is a standard HKEX document post-processing step. `scripts/archive_hkex_documents.py` extracts text for newly archived PDFs by default after source references are written:
```bash
.venv/bin/python scripts/extract_pdf_text.py
```
The extractor is incremental: unchanged PDFs with matching manifest rows are skipped, and `data/snapshots/extracted_text_manifest.csv` is preserved and updated. Use `--force` only when parser behavior changes and derived text should be regenerated.
Do not expect `data/extracted_text/` entries for Yahoo JSON market data or HKEX `.htm`/`.html` notices. Those are already text-like raw evidence files and are tracked under `data/raw/`.
## Grey-Market Source Policy ## Grey-Market Source Policy
`T2_grey_market` is not an HKEX official disclosure stage. Grey-market trading is broker or third-party OTC activity, so do not bulk archive a grey-market feed unless the source is reproducible and redistribution-safe. `T2_grey_market` is not an HKEX official disclosure stage. Grey-market trading is broker or third-party OTC activity, so do not bulk archive a grey-market feed unless the source is reproducible and redistribution-safe.
@@ -176,6 +187,7 @@ Before finishing, confirm:
- No stored local path starts with `./`. - No stored local path starts with `./`.
- Raw files referenced by the database exist. - Raw files referenced by the database exist.
- Source hashes match current file contents. - Source hashes match current file contents.
- Extracted text exists or has a manifest status for archived PDF source references.
- CSV snapshots reflect the database update. - CSV snapshots reflect the database update.
- `sync_tasks` reflects only missing or future work, not completed stages. - `sync_tasks` reflects only missing or future work, not completed stages.
- Any unavailable field is marked as a data gap rather than invented. - Any unavailable field is marked as a data gap rather than invented.
+1
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@@ -1,2 +1,3 @@
data/raw/** binary data/raw/** binary
data/extracted_text/** -diff
data/*.sqlite binary data/*.sqlite binary
+5 -1
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@@ -97,6 +97,8 @@ python3 -m venv .venv
The extractor reads PDF paths from `data/hk_ipo.sqlite`, writes derived text files under `data/extracted_text/`, and exports `data/snapshots/extracted_text_manifest.csv` with page counts, text hashes, and extraction status. The extractor reads PDF paths from `data/hk_ipo.sqlite`, writes derived text files under `data/extracted_text/`, and exports `data/snapshots/extracted_text_manifest.csv` with page counts, text hashes, and extraction status.
The extractor is incremental. If a PDF hash and manifest row are unchanged, the existing text output is reused. Use `--force` only when extraction behavior changes and all derived text should be regenerated.
## Recent IPO Target Refresh ## Recent IPO Target Refresh
Use HKEXnews annual new listing reports to seed recent subscription-relevant IPO targets: Use HKEXnews annual new listing reports to seed recent subscription-relevant IPO targets:
@@ -117,7 +119,9 @@ Use the HKEX document archiver to fill detailed T0/T1 facts for open sync tasks:
.venv/bin/python scripts/archive_hkex_documents.py --as-of 2026-06-15T08:30:00Z .venv/bin/python scripts/archive_hkex_documents.py --as-of 2026-06-15T08:30:00Z
``` ```
The archiver maps stock codes to HKEXnews title-search stock IDs, downloads the selected prospectus and allotment-results PDFs under `data/raw/{ticker}/`, records `source_refs`, parses high-confidence T0/T1 fields into `ipo_master`, `offering_terms`, and `ipo_demand`, exports snapshots, and refreshes `sync_tasks`. The archiver maps stock codes to HKEXnews title-search stock IDs, downloads the selected prospectus and allotment-results documents under `data/raw/{ticker}/`, records `source_refs`, parses high-confidence T0/T1 fields into `ipo_master`, `offering_terms`, and `ipo_demand`, exports snapshots, refreshes `sync_tasks`, and extracts text for newly archived PDF sources.
HKEX `.htm`/`.html` notices and Yahoo Finance JSON market data stay in `data/raw/`; they are not copied into `data/extracted_text/`.
## Price Performance Backfill ## Price Performance Backfill
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--- page 1 ---
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 ---
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 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.
File diff suppressed because it is too large Load Diff
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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$1.24HK$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
Companys 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. Yins 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 Companys 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 Xuan, 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. Wangs 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 Companys 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 Companys 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 Companys 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 Xuan 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$1.05HK$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 Peoples 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 Peoples 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 Companys
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.
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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
(‘‘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 es 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 Companys 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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--- 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 Peoples 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.
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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
Companys 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 Companys 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 Companys 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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--- 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$38.00
Offer Shares and Share Capital
Number of Offer Shares 91,342,100
Number of Offer Shares in the Hong Kong Public Offering
(as adjusted after reallocation)
27,402,700
Number of Offer Shares in International Offering (as
adjusted after reallocation and before exercise of the Over-
allotment Option)
63,939,400
Number of issued Shares upon Listing (before exercise of
the Over-allotment Option)
1,271,003,877
Over-allocation
No. of Offer Shares over-allocated 13,701,300
- International Offering 13,701,300
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in
the secondary market at prices that do not exceed the Offer Price or a combination of these means. In the
event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchanges
website.
Proceeds
Gross proceeds (Note) HK$ 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 Companys 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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--- 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$38.450
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 15,000,000
Number of Offer Shares in Public Offer 1,500,000
Number of offer shares in International Offer 13,500,000
Number of issued shares upon Listing 60,000,000
The number of offer shares above is determined after taking into account the additional shares issued
under the following Offer Size Adjustment Option
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option -
- Public Offer -
- International Offer -
Over-allocation
No. of Offer Shares over-allocated 0
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these
means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
Exchanges website.
Proceeds
Gross proceeds (Note) HK$ 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
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 Companys 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 Clients 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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