hk-ipo/data/extracted_text/00999/allotment_results_2024-12-19_2024121901317.txt

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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.


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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


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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


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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.


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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


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Name
Number of shares held
in the Company subject
to lock-up
undertakings upon
Listing
% of shareholding in
the Company subject to
lock-up undertakings
upon Listing
Last day subject to the lock-up
undertakings
XCY Huiming Limited
Note 1 56,000,000 4.76% 20 June 2025
(First Six-Month Period) Note 3
   20 December 2025
(Second Six-Month Period) Note 4
   20 June 2026 Note 5
XCY Weiyuan Limited
Note 1 26,857,000 2.28% 20 June 2025
(First Six-Month Period) Note 3
   20 December 2025
(Second Six-Month Period) Note 4
   20 June 2026 Note 5
XCY Liyuan Limited
Note 1
20,571,000
 1.75% 20 June 2025
(First Six-Month Period) Note 3
   20 December 2025
(Second Six-Month Period) Note 4
   20 June 2026 Note 5
XCY Future Limited
Note 1 121,715,000 10.35% 20 June 2025
(First Six-Month Period) Note 3
   20 December 2025
(Second Six-Month Period) Note 4
   20 June 2026 Note 5
Subtotal 1,000,000,000 85.00%
Notes:
1. Mr. Wang is the sole director of each of the BVI Entities and therefore entitled to control the voting power of
each of the BVI Entities. In light of the above, Mr. Wang is deemed to be interested in 85.00% of the Shares of
the Company upon Listing, including the equity interest held by XCY Yongqing Limited, XCY Xuyuan Limited,
XCY Zhiyuan Limited, XCY Huiming Limited, XCY Weiyuan Limited, XCY Liyuan Limited and XCY Future
Limited.
2. Mr. Wang, Mr. Li Daoqing, Mr. Tian Chunyong, Mr. Zhou Bin, Mr. Tao Xu’an, Mr. Ye Hongli, Mr. Fang
Zhiguo, Ms. Wang Weifang and Mr. Chen Haiyan held 29.26%, 9.84%, 9.84%, 9.84%, 9.84%, 8.51%, 8.51%,
7.18% and 7.18% of the equity interests in XCY Yongqing Li mited. Since the incorporation of the Company in
2021, Mr. Wang and the Other Individual Shareholders have been acting in concert by aligning their votes of
XCY Yongqing Limited. On October 10, 2023, Mr. Wang entered into the Acting in Concert Agreement with the
Other Individual Shareholders, pursuant to which they confirmed that they have been acting in concert since
the incorporation of Company in 2021 and will continue to act in concert by aligning their votes of XCY
Yongqing Limited, and that the Other Individual Shareholders will follow Mr. Wang’s decisions in relation to
the exercise of the voting rights by XCY Yongqing Limited. In light of above, each of the Other Individual
Shareholders also constitutes a Controlling Shareholder of the Company upon c ompletion of the Global
Offering.
3. In accordance with the relevant Listing Rule/guidance materials , the required lock-up for the First Six -Month
Period ends on 20 June 2025.
4.  In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-Month
Period ends on 20 December 2025.


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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.


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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.


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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


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As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
Investors  should contact their relevant brokers for any inquiries.

COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which
consent has been obtained, the Company has complied with the Listing Rules and guidance materials in
relation to the placing, allotment and listing of the Company’s shares.

The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased  by
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and Stock Exchange trading fee payable.
OTHER INFORMATION
Placing to connected client with a prior consent under paragraph 5(1) of the Placing Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
paragraph 5(1) of the Placing Guidelines to permit the connected client listed below to participate in the Global
Offering. Details of the placement to the connected client are set out below.


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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-


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discretionary basis as the single underlying holder under a back -to-back total return swap  (the “ Back-to-back TRS ”) to be entered by HTCI in
connection with a Client TRS (as defined  below) placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai  Ultimate Client
(as defined below), by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate Client, which in effect, HTCI will
hold the beneficial interest of the Offer Shares on behalf of the Huatai U ltimate Client. Pursuant to the Cross -border Derivatives Trading Regime, the
onshore investor (the “Huatai Ultimate Client”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic
securities firms licenced to undertake cross -border derivatives trading activities, such  as Huatai Securities, with the Offer Shares as the underlying
assets. Instead of directly  subscribing for the Offer Shares, the Huatai Ultimate Client will place a total return swap  order (the “ Client TRS”) with
Huatai Securities in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA
Agreement. In order to hedge its exposure under the Back -to-back TRS, HTCI participates in  the Company’s IPO and subscribes the Offer Shares
through placing order with HTFH during the International Offering. To the best knowledge of HTCI after making all reasonable  enquiries, the Huatai
Ultimate Client is an independent third party of the Company  and its associates. The purpose of HTCI to subscribe for the Offer Shares is for  hedging
the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate Client. Pursuant to the terms of the contracts of the Back-
to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed
to the Huatai Ultimate Client through the Back -to-back TRS and the Client TRS and all economic loss shall be borne by the Huatai Ultimate Client.
HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.  Investment in the Back-to-back TRS and the Client
TRS is similar to the investment in a qualified domestic institutional investor fund (“QDII”) in the way that the Huatai Ultimate Client would reap all
the economic benefits of t he underlying Offer Shares, except that a QDII  fund would pass through the exchange rate exposure on both the notional
value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS factor into
account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current  exchange rate at
the time of termination. As such, the Huatai Ultimate Client would bear the exchange rate exposure of the profit and loss on settlement date. The Huatai
Ultimate Client may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be
on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client
TRS by the Huatai Ultimate Client, HTCI will dispose the Offer Shares on the secondary  market and the Huatai Ultimate Client will receive a final
termination amount of the Back-to-back TRS which should have taken into account all the economic returns or economic loss  in relation to the Offer
Shares. If upon the maturity of the Client TRS, the Huatai Ultimate Client intend to extend the investment period, subject to further agreement between
Huatai Securities and the relevant Huatai Ultimate Client, the term of the Client TRS could be extended by way of a new issuance or a tenor extension.
Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension. It is  proposed that HTCI
will hold the legal title and the voting right of the Offer Shares by itself,  and pass through the economic exposure to the Huatai Ultimate Client, being
an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the  Company. Due to its internal policy, HTCI
will not exercise the voting right of the Offer Shares  during the tenor of the Back -to-back TRS. During the life of the Cl ient TRS and Back -to-back
TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for


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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.


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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).


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PUBLIC FLOAT
The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule
8.08(1) of the Listing Rules to reduce the minimum public float of the Company to the higher of (a) 15.00%,
and (b) such percentage of Shares to be held by the public immediately after completion of the Global Offering
(the Public Float Waiver).
Immediately following the completion of the Global Offering, 176,518,800 Shares, representing approximately
15.00% of the issued share capital of the Company , will be held in the public hands, satisfying the minimum
percentage as prescribed by the Public Float Waiver.
The Directors confirm that, immediately following the completion of the Global Offering, (i) no placee will,
individually, be placed more than 10% of the enlarged issued share capital of the Company immediately
after the Global Offering; (ii) there will no t be any new substantial shareholder (as defined in the Listing
Rules) immediately after the Global Offering; (iii) the three largest public Shareholders do not hold more
than 50% of the Shares held in the public hands at the time of the Listing in complia nce with Rules 8.08(3)
and 8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
compliance with Rule 8.08(2) of the Listing Rules .
COMMENCEMENT OF DEALINGS
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on Friday, December
20, 2024, provided that (i) the Global Offering has become unconditional in all respects, and (ii) the right of
termination as described in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses –
Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. Investors
who trade Shares on the basis of publicly available allocation details before the receipt of Share certificates or
before the Share certificates become valid evidence of title do so entirely at their own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on
Friday, December 20, 2024, it is expected that dealings in the Shares on the Stock Exchange will commence at
9:00 a.m. on Friday, December 20, 2024. Th e Shares will be traded in board lots of 800 Shares each and the
stock code of the Shares will be 0999.
By order of the board
Xiaocaiyuan International Holding Ltd.
Mr. Wang Shugao
Chairman of the Board and Executive Director
Hong Kong, December 19, 2024
As of the date of this announcement, the Board comprises Mr. Wang Shugao, Mr. Li Daoqing, Mr. Tian
Chunyong, Mr. Zhou Bin, Ms. Wang Weifang and Mr. Tao Xu’an as executive directors; Mr. Law Wing
Cheung Ryan as the non-executive director; and Mr. Qian Mingxing, Mr. Zhu Nanjun, Mr. Zeng Xiaosong
and Ms. Fang Xuan as independent non-executive directors.