8a0dfd88f0
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.
1432 lines
48 KiB
Plaintext
1432 lines
48 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
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“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
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responsibility for the contents of this announcement, make no representation as to its accuracy
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or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into
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the United States (including its territories and possessions, any state of the United States and the
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District of Columbia). This announcement does not, and is not intended to, constitute or form
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a part of any offer or solicitation to purchase or subscribe for securities in the United States or
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in any other jurisdiction. The Offer Shares have not been and will not be registered under the
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United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”)
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or securities law of any state or other jurisdiction of the United States and may not be offered,
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sold, pledged or otherwise transferred within the United States, except in transactions exempt
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from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance
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with any applicable state securities laws. There will be no public offer of the Offer Shares in the
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United States. The Offer Shares are being offered and sold solely outside the United States in
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offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable
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laws of each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer
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to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
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investors should read the prospectus dated Monday, June 30, 2025 (the “Prospectus”) issued
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by Fortior Technology (Shenzhen) Co., Ltd. (ࢤ岹Ҧ(ଉέ)ʮ̡) (the “Company”)
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for detailed information about the Global Offering described below before deciding whether or
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not to invest in the H Shares thereby being offered. The Company has not been and will not be
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registered under the U.S. Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the
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same meanings as those defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator (for itself
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations
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under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of
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any of the events set out in the paragraph headed “Underwriting – Underwriting Arrangements
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and Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus at
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any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected
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to be on Wednesday, July 9, 2025).
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– 1 –
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--- page 2 ---
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Fortior Technology (Shenzhen) Co., Ltd.
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ࢤ岹ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 18,744,400 H Shares (taking into
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account full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 8,149,800 H Shares
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(taking into account reallocation)
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Number of International Offer Shares : 10,594,600 H Shares (taking into account
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reallocation, the full exercise of the
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Offer Size Adjustment Option and
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subject to the Over-allotment Option)
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Final Offer Price : HK$120.5 per Offer Share, plus
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brokerage of 1%, SFC transaction levy
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of 0.0027%, Stock Exchange trading
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fee of 0.00565% and AFRC transaction
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levy of 0.00015% (payable in full on
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application in Hong Kong dollars and
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subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 1304
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Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinator, Joint Global
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Coordinator, Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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– 2 –
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--- page 3 ---
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Fortior Technology (Shenzhen) Co., Ltd.
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ࢤ岹ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated June 30, 2025 (the “Prospectus”) issued by
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Fortior Technology (Shenzhen) Co., Ltd. (the “Company”).
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SUMMARY
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Company information
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Stock code 1304
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Stock short name FORTIOR
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Dealings commencement date July 9, 2025*
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* see note at the end of this announcement
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Price Information
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Final Offer Price HK$120.500
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Maximum Offer Price HK$120.500
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Offer Shares and Share Capital
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Number of Offer Shares 18,744,400
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Final Number of Offer Shares in Public Offer
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(after reallocation) 8,149,800
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Final Number of Offer Shares in International Offer
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(after reallocation) 10,594,600
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Number of issued shares upon Listing
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(before exercise of the Over-allotment Option) 111,107,780
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The number of Offer Shares above is determined after taking into account the additional
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shares issued under the following Offer Size Adjustment Option:
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 2,444,900
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– International Offer 2,444,900
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Over-allocation
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No. of Offer Shares over-allocated 2,811,600
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– International Offer 2,811,600
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option
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is exercised, an announcement will be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$2,258.70 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$(122.38) million
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Net proceeds HK$2,136.32 million
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus.
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The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment
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Option (if any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of
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the Prospectus on a pro rata basis.
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– 3 –
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 66,796
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No. of successful applications 30,868
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Subscription level 138.26 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public
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Offer 1,630,000
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No. of Offer Shares reallocated from the International
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Offer (claw-back) 6,519,800
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Final no. of Offer Shares under the Public Offer (after
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exercise of Offer Size Adjustment Option and/or
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reallocation, if any) 8,149,800
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% of Offer Shares under the Public Offer to the Global
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Offering 43.48%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to https://www.hkeipo.hk/iporesult
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to perform a search by name or identification number or https://www.hkeipo.hk/iporesult for the full list of
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allottees.
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– 4 –
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--- page 5 ---
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INTERNATIONAL OFFER
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No. of placees 103
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Subscription Level 8.61 times
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No. of Offer Shares initially available under the
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International Offer 14,669,500
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No. of Offer Shares reallocated to the Public Offer (claw-
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back) 6,519,800
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Final no. of Offer Shares under the International Offer
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(after exercise of Offer Size Adjustment Option and/or
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reallocation, if any) 10,594,600
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% of Offer Shares under the International Offer to the
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Global Offering 56.52%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants to permit
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the Company to allocate certain Offer Shares in the International Offering to certain Cornerstone
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Investors and/or their close associates; (b) a waiver from strict compliance with Rule 10.04
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of the Listing Rules and a consent under paragraph 5(2) of Appendix F1 to the Listing Rules
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(the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to Existing Minority Shareholders and their
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close associates as cornerstone investor and (c) a consent under paragraph 5(1) of the Placing
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Guidelines to permit the Company to allocate certain Offer Shares in the International Offering to
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connected clients, (i) none of the Offer Shares subscribed by the placees and the public have been
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financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive
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of the Company, controlling shareholders, substantial shareholders, existing shareholders of the
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Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
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and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, Supervisors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of its
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subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
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other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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– 5 –
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--- page 6 ---
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The placees in the International Offer include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated Note 3
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% of total
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issued H
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Shares after
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the Global
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Offering Note 1
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% of total
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issued share
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capital after
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the Global
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Offering Notes 1, 4
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Existing
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shareholders
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or their close
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associates
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Taikang Life/
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इੰɛྪ
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1,628,600 8.69% 1.47% YesNote 2
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Pinpoint/ვ 977,100 5.21% 0.88% No
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3W Fund 651,400 3.48% 0.59% No
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Wind Sabre 651,400 3.48% 0.59% No
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ChinaAMC (HK)/
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ږ(ಥ)
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651,400 3.48% 0.59% YesNote 2
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Mega Prime 651,400 3.48% 0.59% No
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Sanhua International
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Singapore/ყ
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อ̋ս
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521,100 2.78% 0.47% No
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Fourier Capital 521,100 2.78% 0.47% No
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Torus 521,100 2.78% 0.47% No
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Intac 521,100 2.78% 0.47% No
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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(2) For details of a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 5(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to a close associate of minority existing Shareholder as
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cornerstone investor, please refer to the section headed “Other Information” in this announcement.
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(3) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to
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the relevant investors as placees (if any), please refer to the section headed “Allotment Results Details –
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International Offering – Allotees with waiver/consents obtained” in this announcement.
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(4) Not taking into account any A Shares held by the relevant investors. The figures take into account the full
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exercise of the Offer Size Adjustment Option and assume the Over-allotment Option is not exercised.
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– 6 –
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--- page 7 ---
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Allotees with waiver/consents obtained
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Investor
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No. of Offer
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Shares
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allocated
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Approximate
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% of Offer
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Shares Note 1
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Approximate
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% of total
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issued share
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capital after
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the Global
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Offering Notes 1, 5 Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
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paragraph 5(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority
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Shareholders holding more than 1% of the issued share capital of the Company immediately prior
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to the completion of the Global Offering and/or their close associates Notes 2, 3
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Taikang Life/
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इੰɛྪ
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1,628,600 8.69% 1.47% Existing
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Minority
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Shareholders
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and/or
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their close
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associates
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Fullgoal Fund
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Management
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Company Limited/
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ࠢ
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ʮ̡
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17,700 0.09% 0.02% Existing
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Minority
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Shareholders
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and/or
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their close
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associates
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Allotees with consent under paragraph 17 of Chapter 4.15 of the Guide in relation to allocations
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of Offer Shares to certain Cornerstone Investors and/or their close associates Note 2
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CITIC Securities
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International Capital
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Management
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Limited
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52,000 0.3% 0.05% A close
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associate of
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ChinaAMC
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(HK), a
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Cornerstone
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Investor
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ChinaAMC (HK)/
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ږ(ಥ)
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260,000 1.4% 0.23% A Cornerstone
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Investor Note 4
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Pinpoint/ვ 162,500 0.9% 0.15% A Cornerstone
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Investor Note 4
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3W Fund 260,000 1.4% 0.23% A Cornerstone
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Investor Note 4
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– 7 –
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--- page 8 ---
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Investor
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No. of Offer
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Shares
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allocated
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Approximate
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% of Offer
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Shares Note 1
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Approximate
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% of total
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issued share
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capital after
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the Global
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Offering Notes 1, 5 Relationship
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Wind Sabre Capital
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Limited
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32,500 0.2% 0.03% A close
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associate of
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Wind Sabre,
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a Cornerstone
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Investor
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Sanhua International
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Singapore/ყ
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อ̋ս
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65,000 0.3% 0.06% A Cornerstone
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Investor Note 4
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Mega Prime 32,500 0.2% 0.03% A Cornerstone
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Investor Note 4
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QRT Master
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Fund SPC for and
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on behalf of its
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segregated portfolio
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Torus Fund SP
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32,500 0.2% 0.03% A close
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associate
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of Torus, a
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Cornerstone
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Investor
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Allotees with consent under paragraph 5(1) of Appendix F1 to the Listing Rules in relation to
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subscription of shares by connected clients Note 2
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CICC Financial
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Trading Limited (in
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connection with the
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OTC Swaps)/CICC
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Financial Trading
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Limited (ၾఙ̮દ
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Ϟᗫ)
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5,200 0.028% 0.005% Connected
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client
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Guotai Junan
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Investments (Hong
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Kong) Limited (in
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connection with the
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GTHT Back-to-back
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TRS)/इёτᗇՎ
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ҳ༟(ಥ)ʮ̡
|
||
(ߠ
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ᐼΫజદಂϞᗫ)
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30,700 0.16% 0.03% Connected
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client
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– 8 –
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--- page 9 ---
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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(2) For details of (a) a consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants
|
||
to permit the Company to allocate certain Offer Shares in the International Offering to close associate of
|
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certain Cornerstone Investors and/or their close associates; (b) a waiver from strict compliance with Rule
|
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10.04 of the Listing Rules and a consent under paragraph 5(2) of the Placing Guidelines granted by the Stock
|
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering to Existing
|
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Minority Shareholders and their close associates as cornerstone investor and (c) a consent under paragraph
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5(1) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the International
|
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Offering to connected clients, please refer to the section headed “Other Information” in this announcement.
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(3) Among the Cornerstone Investors, ChinaAMC (HK) and Taikang Life are close associates of the Company’s
|
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Existing Minority Shareholders. The Stock Exchange has granted a waiver from strict compliance with the
|
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requirements under Rule 10.04 of the Listing Rules and consent under Paragraph 5(2) of the Placing Guidelines
|
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to permit H Shares in the International Offering to be placed to certain Existing Minority Shareholders and/
|
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or their close associates. Please refer to the section headed “Waivers from strict compliance with the Listing
|
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Rules – Allocation of H shares to existing minority shareholders and their close associates” of the Prospectus
|
||
for details. In accordance with the condition of the waiver, details of the allocation to the Existing Minority
|
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Shareholders holding more than 1% of the issued share capital has been disclosed in this announcement.
|
||
(4) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated to
|
||
the investors as placees 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
|
||
Offering – Cornerstone Investors” in this announcement.
|
||
(5) Not taking into account any A Shares held by the relevant investors. The figures take into account the full
|
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exercise of the Offer Size Adjustment Option and assume the Over-allotment Option is not exercised.
|
||
– 9 –
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|
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|
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--- page 10 ---
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LOCK-UP UNDERTAKINGS
|
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Controlling Shareholders
|
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Name
|
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Number
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of shares
|
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held in the
|
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Company
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon listing
|
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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
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Fortior HK/
|
||
ࢤ岹ಥ Note 4
|
||
35,154,431 0 0.00% 31.64% January 8,
|
||
2026
|
||
(First Six-
|
||
Month
|
||
Period) Note 1
|
||
July 8, 2026
|
||
(Second
|
||
Six Month
|
||
Period) Note 2
|
||
Xinyun
|
||
Technology/
|
||
Ҧ Note 4
|
||
1,350,716 0 0.00% 1.22% January 8,
|
||
2026
|
||
(First Six-
|
||
Month
|
||
Period) Note 1
|
||
July 8, 2026
|
||
(Second
|
||
Six Month
|
||
Period) Note 2
|
||
Subtotal 36,505,147 0 0.00% 32.86%
|
||
– 10 –
|
||
|
||
|
||
--- page 11 ---
|
||
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 will cease to be prohibited from disposing of or transferring H Shares after the
|
||
indicated date.
|
||
(3) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period
|
||
ends on January 8, 2026 and for the second six-month period, on July 8, 2026.
|
||
(4) Immediately before completion of the Global Offering, the Company was held as to (i) 38.06% by Fortior
|
||
HK, which was majority-controlled by Mr. Bi Lei and Dr. Bi Chao, and (ii) 1.46% by Xinyun Technology,
|
||
which was wholly owned by Ms. Gao Shuai, the spouse of Mr. Bi Lei, representing 38.14% and 1.47% of
|
||
the voting power at general meetings of the Company, respectively (excluding the 193,000 A Shares held
|
||
by our Company as treasury Shares). Mr. Bi Lei, Dr. Bi Chao and Ms. Gao Shuai have entered into, and will
|
||
continue to renew, the Acting-in-Concert Agreement, pursuant to which they agreed, among other things, to
|
||
act in concert when voting at general meetings of our Company and meetings of our Board. Upon Listing,
|
||
each of Mr. Bi Lei, Dr. Bi Chao, Ms. Gao Shuai, Fortior HK and Xinyun Technology will constitute a group
|
||
of our Controlling Shareholders and each of them is subject to the same lock-up as disclosed above.
|
||
– 11 –
|
||
|
||
|
||
--- page 12 ---
|
||
Cornerstone Investors
|
||
NameNote 1
|
||
Number
|
||
of 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
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Note 2
|
||
Taikang Life/
|
||
इੰɛྪ
|
||
1,628,600 1,628,600 8.69% 1.47% January 8,
|
||
2026
|
||
Pinpoint/ვ 977,100 977,100 5.21% 0.88% January 8,
|
||
2026
|
||
3W Fund 651,400 651,400 3.48% 0.59% January 8,
|
||
2026
|
||
Wind Sabre 651,400 651,400 3.48% 0.59% January 8,
|
||
2026
|
||
ChinaAMC
|
||
(HK)/ਿ
|
||
ږ(ಥ)
|
||
651,400 651,400 3.48% 0.59% January 8,
|
||
2026
|
||
Mega Prime 651,400 651,400 3.48% 0.59% January 8,
|
||
2026
|
||
Sanhua
|
||
International
|
||
Singapore/ɧ
|
||
ყอ̋ս
|
||
521,100 521,100 2.78% 0.47% January 8,
|
||
2026
|
||
Fourier Capital 521,100 521,100 2.78% 0.47% January 8,
|
||
2026
|
||
Torus 521,100 521,100 2.78% 0.47% January 8,
|
||
2026
|
||
Intac 521,100 521,100 2.78% 0.47% January 8,
|
||
2026
|
||
Subtotal 7,295,700 7,295,700 38.92% 6.57%
|
||
Notes:
|
||
(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors”
|
||
in the Prospectus.
|
||
(2) In accordance with the relevant Listing Rule/guidance materials, the required lock-up ends on 8 January,
|
||
2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares after
|
||
the indicated date.
|
||
– 12 –
|
||
|
||
|
||
--- page 13 ---
|
||
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
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H 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
|
||
exercised and
|
||
new H 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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 1,628,600 15.37% 12.15% 8.69% 7.56% 2,999,491 2.70% 2.63%
|
||
Top 5 6,152,600 58.07% 45.89% 32.82% 28.54% 7,523,491 6.77% 6.60%
|
||
Top 10 9,667,900 91.25% 72.12% 51.58% 44.85% 11,538,946 10.39% 10.13%
|
||
Top 25 12,918,500 121.93% 96.36% 68.92% 59.93% 14,789,546 13.31% 12.98%
|
||
Notes
|
||
* 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
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H 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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 1,628,600 15.37% 12.15% 8.69% 7.56% 1,628,600 8.69% 7.56%
|
||
Top 5 6,152,600 58.07% 45.89% 32.82% 28.54% 6,152,600 32.82% 28.54%
|
||
Top 10 9,667,900 91.25% 72.12% 51.58% 44.85% 9,667,900 51.58% 44.85%
|
||
Top 25 12,920,900 121.96% 96.38% 68.93% 59.94% 12,920,900 68.93% 59.94%
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
– 13 –
|
||
|
||
|
||
--- page 14 ---
|
||
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
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H 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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
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)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 36,505,147 32.86% 32.04%
|
||
Top 5 1,628,600 15.37% 12.15% 8.69% 7.56% 1,628,600 56,398,867 50.76% 49.51%
|
||
Top 10 3,923,200 37.03% 29.26% 20.93% 18.20% 3,923,200 65,286,828 58.76% 57.31%
|
||
Top 25 10,760,300 101.56% 80.26% 57.41% 49.92% 10,760,300 76,792,946 69.12% 67.41%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
– 14 –
|
||
|
||
|
||
--- page 15 ---
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made
|
||
by the public will be conditionally allocated on the basis set out below:
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of H
|
||
Shares applied for
|
||
Pool A
|
||
100 30,215 6,043 out of 30,215 applicants to receive 100 shares 20.00%
|
||
200 4,069 1,188 out of 4,069 applicants to receive 100 shares 14.60%
|
||
300 2,206 804 out of 2,206 applicants to receive 100 shares 12.15%
|
||
400 6,399 2,726 out of 6,399 applicants to receive 100 shares 10.65%
|
||
500 1,800 866 out of 1,800 applicants to receive 100 shares 9.62%
|
||
600 689 367 out of 689 applicants to receive 100 shares 8.88%
|
||
700 482 279 out of 482 applicants to receive 100 shares 8.27%
|
||
800 1,442 897 out of 1,442 applicants to receive 100 shares 7.78%
|
||
900 662 439 out of 662 applicants to receive 100 shares 7.37%
|
||
1,000 4,568 3,207 out of 4,568 applicants to receive 100 shares 7.02%
|
||
1,500 1,711 1,499 out of 1,711 applicants to receive 100 shares 5.84%
|
||
2,000 1,814 100 shares plus 44 out of 1,814 applicants to receive
|
||
an additional 100 shares
|
||
5.12%
|
||
2,500 774 100 shares plus 122 out of 774 applicants to receive
|
||
an additional 100 shares
|
||
4.63%
|
||
3,000 1,134 100 shares plus 315 out of 1,134 applicants to
|
||
receive an additional 100 shares
|
||
4.26%
|
||
3,500 527 100 shares plus 206 out of 527 applicants to receive
|
||
an additional 100 shares
|
||
3.97%
|
||
4,000 676 100 shares plus 335 out of 676 applicants to receive
|
||
an additional 100 shares
|
||
3.74%
|
||
4,500 506 100 shares plus 301 out of 506 applicants to receive
|
||
an additional 100 shares
|
||
3.54%
|
||
5,000 1,072 100 shares plus 738 out of 1,072 applicants to
|
||
receive an additional 100 shares
|
||
3.38%
|
||
– 15 –
|
||
|
||
|
||
--- page 16 ---
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of H
|
||
Shares applied for
|
||
Pool A
|
||
6,000 537 100 shares plus 465 out of 537 applicants to receive
|
||
an additional 100 shares
|
||
3.11%
|
||
7,000 400 200 shares plus 12 out of 400 applicants to receive
|
||
an additional 100 shares
|
||
2.90%
|
||
8,000 422 200 shares plus 77 out of 422 applicants to receive
|
||
an additional 100 shares
|
||
2.73%
|
||
9,000 343 200 shares plus 112 out of 343 applicants to receive
|
||
an additional 100 shares
|
||
2.59%
|
||
10,000 1,732 200 shares plus 803 out of 1,732 applicants to
|
||
receive an additional 100 shares
|
||
2.46%
|
||
20,000 821 300 shares plus 488 out of 821 applicants to receive
|
||
an additional 100 shares
|
||
1.80%
|
||
30,000 383 400 shares plus 186 out of 383 applicants to receive
|
||
an additional 100 shares
|
||
1.50%
|
||
40,000 267 500 shares plus 66 out of 267 applicants to receive
|
||
an additional 100 shares
|
||
1.31%
|
||
|
||
Total 65,651 Total number of Pool A successful applicants: 29,723
|
||
|
||
– 16 –
|
||
|
||
|
||
--- page 17 ---
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of H
|
||
Shares applied for
|
||
Pool B
|
||
50,000 579 1,700 shares plus 435 out of 579 applicants to
|
||
receive an additional 100 shares
|
||
3.55%
|
||
60,000 126 2,100 shares plus 26 out of 126 applicants to receive
|
||
an additional 100 shares
|
||
3.53%
|
||
70,000 80 2,400 shares plus 52 out of 80 applicants to receive
|
||
an additional 100 shares
|
||
3.52%
|
||
80,000 47 2,800 shares plus 4 out of 47 applicants to receive an
|
||
additional 100 shares
|
||
3.51%
|
||
90,000 61 3,100 shares plus 30 out of 61 applicants to receive
|
||
an additional 100 shares
|
||
3.50%
|
||
100,000 120 3,400 shares plus 107 out of 120 applicants to
|
||
receive an additional 100 shares
|
||
3.49%
|
||
200,000 50 6,800 shares plus 29 out of 50 applicants to receive
|
||
an additional 100 shares
|
||
3.43%
|
||
300,000 24 10,100 shares plus 20 out of 24 applicants to receive
|
||
an additional 100 shares
|
||
3.39%
|
||
400,000 14 13,500 shares 3.38%
|
||
500,000 10 16,700 shares plus 6 out of 10 applicants to receive
|
||
an additional 100 shares
|
||
3.35%
|
||
600,000 3 20,000 shares 3.33%
|
||
815,000 31 26,900 shares plus 21 out of 31 applicants to receive
|
||
an additional 100 shares
|
||
3.31%
|
||
|
||
Total 1,145 Total number of Pool B successful applicants: 1,145
|
||
|
||
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.
|
||
– 17 –
|
||
|
||
|
||
--- page 18 ---
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option and reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed by 100 times or more, the reallocation
|
||
as described in the section headed “Structure of the Global Offering – The Hong Kong Public
|
||
Offering – Reallocation” of the Prospectus has been applied.
|
||
The Offer Size Adjustment Option has been fully exercised by the Sponsor-Overall Coordinator,
|
||
pursuant to which the Company is issuing and allotting 2,444,900 additional Offer Shares,
|
||
representing approximately 15% of the total number of Offer Shares initially available under
|
||
the Global Offering, at the Offer Price. All of the additional Offer Shares that would be allotted
|
||
and issued by the Company pursuant to the full exercise of the Offer Size Adjustment Option
|
||
will be allocated to the International Offering. Accordingly, the total number of Offer Shares
|
||
finally available under the Global Offering (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 18,744,400 Offer Shares and the total issued share capital
|
||
of the Company upon Listing (taking into account the full exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option) will be 111,107,780 Shares.
|
||
As a result of the above, the final number of Offer Shares under the Hong Kong Public Offering
|
||
is adjusted to 8,149,800 Shares, representing approximately 43.48% of the total number of Offer
|
||
Shares available under the Global Offering (assuming the Over-allotment Option is not exercised
|
||
and no additional Shares are issued pursuant to our Restricted Share Incentive Plans), and the
|
||
final number of Offer Shares under the International Offering is adjusted to 10,594,600 Shares,
|
||
representing approximately 56.52% of the total number of Offer Shares under the Global Offering
|
||
(assuming the Over-allotment Option is not exercised).
|
||
– 18 –
|
||
|
||
|
||
--- page 19 ---
|
||
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates
|
||
with a consent under paragraph 17 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
17 of 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 and/or their
|
||
close associates as placees, subject to the following conditions:
|
||
(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 all existing Shareholders and their close associates as permitted
|
||
under the Size-based Exemption (as defined in the Guide) do not exceed 30% of the total
|
||
number of the Shares offered under the Global Offering;
|
||
(c) each Director, chief executive, Controlling Shareholders and Supervisors of the Company
|
||
confirms that no Offer Shares have been allocated to them or their respective close associates
|
||
under the Size-based Exemption;
|
||
(d) the allocation to certain Cornerstone Investors and/or their close associates will not affect
|
||
the Company’s ability to satisfy the public float requirement under Rule 8.08(1) of the
|
||
Listing Rules; and
|
||
(e) details of the allocation to the Cornerstone Investors and/or their close associates under
|
||
the Size-based Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to certain Cornerstone Investors and/or their close
|
||
associates, please refer to the section headed “Allotment Results Details – International Offering
|
||
– Allotees with Waivers/Consents Obtained” in this announcement.
|
||
– 19 –
|
||
|
||
|
||
--- page 20 ---
|
||
Allocation of H Shares to Existing Minority Shareholders and their close associates with a
|
||
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 5(2) of Appendix F1 to the Listing Rules
|
||
As disclosed in the Prospectus, the Company has applied to the Stock Exchange, and the Stock
|
||
Exchange has granted, a waiver from the strict compliance with Rule 10.04 of the Listing Rules
|
||
and a consent under paragraph 5(2) of Appendix F1 to the Listing Rules to permit the Company
|
||
to allocate such Offer Shares certain Existing Minority Shareholders and their close associates
|
||
on the following conditions:
|
||
(i) each Existing Minority Shareholder to whom our Company may allocate the H Shares in
|
||
the International Offering holds less than 5% of our Company’s voting rights prior to the
|
||
completion of the Global Offering;
|
||
(ii) each Existing Minority Shareholder is not, and will not be, a core connected person of our
|
||
Company or any close associate of any such core connected person immediately prior to
|
||
or following the Global Offering;
|
||
(iii) none of the Existing Minority Shareholders has the right to appoint any Directors and/or
|
||
any other special rights;
|
||
(iv) allocation to the Existing Minority Shareholders and/or their close associates will not affect
|
||
our Company’s ability to satisfy the public float requirement as prescribed under Rule 8.08
|
||
of the Listing Rules;
|
||
(v) each of our Company, the Sole Sponsor and the Overall Coordinators shall confirm to the
|
||
Stock Exchange in writing that, to the best of its knowledge and belief, it has no reason
|
||
to believe that the Existing Minority Shareholders or their close associates received any
|
||
preferential treatment in any allocation in the International Offering by virtue of their
|
||
relationship with our Company; and
|
||
(vi) details of the allocation to the Existing Minority Shareholders holding more than 1% of
|
||
the issued share capital of our Company immediately prior to the completion of the Global
|
||
Offering will be disclosed in the Prospectus and/or this announcement, as the case may be.
|
||
Please refer to the section headed “Waivers from strict compliance with the Listing Rules
|
||
– Allocation of H shares to existing minority shareholders and their close associates” in the
|
||
Prospectus for further details of the waiver and consent.
|
||
– 20 –
|
||
|
||
|
||
--- page 21 ---
|
||
For details of the allocations of Offer Shares to the Minority Existing Shareholders holding more
|
||
than 1% of the issued share capital of the Company immediately prior to the completion of the
|
||
Global Offering, please refer to the section headed “Allotment Results Details – International
|
||
Offering – Allotees with Waivers/Consents Obtained” in this announcement.
|
||
The allocation of Offer Shares to such Minority Existing Shareholders is in compliance with all
|
||
the conditions under the waiver/consent granted by the Stock Exchange.
|
||
Placing to connected clients with a prior consent under paragraph 5(1) of Appendix F1 to
|
||
the Listing Rules
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 5(1) of Appendix F1 to the Listing Rules to permit the Company to allocate
|
||
certain Offer Shares in the International Offering to connected clients. The allocation of Offer
|
||
Shares to such connected client is in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
– 21 –
|
||
|
||
|
||
--- page 22 ---
|
||
Details of the placement to the connected clients are set out below.
|
||
No.
|
||
Connected
|
||
client
|
||
Connected
|
||
distributor
|
||
Relationship with the
|
||
connected distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number
|
||
of Offer
|
||
Shares
|
||
Ultimate beneficial owner of the Offer
|
||
Shares allocated to the connected client
|
||
Percentage of
|
||
the Offer Shares
|
||
(taking into
|
||
account the full
|
||
exercise of Offer
|
||
Size Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Percentage of
|
||
the issued
|
||
Shares of
|
||
the Company
|
||
immediately
|
||
upon completion
|
||
of the Global
|
||
Offering (taking
|
||
into account
|
||
the full exercise
|
||
of Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. CICC Financial
|
||
Trading Limited
|
||
(“CICC FT”)
|
||
China International
|
||
Capital Corporation
|
||
Hong Kong
|
||
Securities Limited
|
||
(“CICCHKS”)
|
||
CICC FT is a wholly-
|
||
owned subsidiary of
|
||
China International
|
||
Capital Corporation
|
||
Limited (“CICCL”),
|
||
of which its shares are
|
||
listed on the Shanghai
|
||
Stock Exchange (stock
|
||
code: 601995) and the
|
||
Stock Exchange (stock
|
||
code: 3908). CICCHKS
|
||
is an indirectly wholly
|
||
owned subsidiary of
|
||
CICCL. Therefore,
|
||
CICC FT and
|
||
CICCHKS are members
|
||
of the same group of
|
||
companies.
|
||
Non-
|
||
discretionary
|
||
on behalf of
|
||
independent
|
||
third parties
|
||
5,200 CICC FT and CICCL will enter into a series of
|
||
cross border delta-one OTC swap transactions
|
||
(collectively, the “OTC Swaps”) with each
|
||
other and the ultimate client (the “CICC
|
||
FT Ultimate Client”), pursuant to which
|
||
CICC FT will hold the Offer Shares 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 CICC FT Ultimate Client, subject to
|
||
customary fees and commissions. The OTC
|
||
Swaps will be fully funded by the CICC FT
|
||
Ultimate Client. During the terms of the OTC
|
||
Swaps, all economic returns of the Offer Shares
|
||
subscribed by CICC FT will be passed to the
|
||
CICC FT Ultimate Client and all economic loss
|
||
shall be borne by the CICC FT Ultimate Client
|
||
through the OTC Swaps, and CICC FT will not
|
||
take part in any economic return or bear any
|
||
economic loss in relation to the Offer Shares.
|
||
Despite that CICC FT will hold the legal title
|
||
of the Offer Shares by itself, it will not exercise
|
||
the voting rights attaching to the relevant Offer
|
||
Shares during the terms of the OTC Swaps
|
||
according to its internal policy.
|
||
The CICC FT Ultimate Client is Shenzhen Ci
|
||
Yao Asset Management Co., Ltd – Ci Yao Kai
|
||
Xi No. 6 Private Equity Securities Investment
|
||
Fund (ʮ̡ – ฉᓚ௱
|
||
Ҏ6ږwith 5,200 Offer
|
||
Shares allocated to it. No ultimate beneficial
|
||
owner holds 30% or more interest therein.
|
||
0.028% 0.005%
|
||
– 22 –
|
||
|
||
|
||
--- page 23 ---
|
||
No.
|
||
Connected
|
||
client
|
||
Connected
|
||
distributor
|
||
Relationship with the
|
||
connected distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number
|
||
of Offer
|
||
Shares
|
||
Ultimate beneficial owner of the Offer
|
||
Shares allocated to the connected client
|
||
Percentage of
|
||
the Offer Shares
|
||
(taking into
|
||
account the full
|
||
exercise of Offer
|
||
Size Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Percentage of
|
||
the issued
|
||
Shares of
|
||
the Company
|
||
immediately
|
||
upon completion
|
||
of the Global
|
||
Offering (taking
|
||
into account
|
||
the full exercise
|
||
of Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
2. Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJA
|
||
Investments”)
|
||
Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“GTJA HK”)
|
||
GTJA Investments is
|
||
a member of the same
|
||
group of companies as
|
||
GTJA HK.
|
||
Non-
|
||
discretionary
|
||
on behalf of
|
||
independent
|
||
third parties
|
||
30,700
|
||
(total)
|
||
GTJA Investments shall hold the Offer
|
||
Shares for hedging purpose as the single
|
||
underlying asset of a cross border delta one
|
||
back-to-back total return swap transaction (the
|
||
“GTHT Back-to-back TRS”) to be entered
|
||
into between GTJA Investments and Guotai
|
||
Haitong Securities Co. Ltd. (“GTHTS”) in
|
||
connection with a total return swap order (the
|
||
“GTHT Clients TRS”) to be entered into by
|
||
GTHTS and the GTHT Clients (the “GTHT
|
||
Clients”). Such GTHT Clients TRS is to be
|
||
fully funded by the GTHT Clients. The full
|
||
economic exposure of the Offer Shares will be
|
||
passed to GTHTS and accordingly to the GTHT
|
||
Clients under the GTHT Back-to-back TRS
|
||
and GTHT Clients TRS, which in effect, GTJA
|
||
Investments will hold the beneficial interest
|
||
of the Offer Shares on behalf of GTHTS (and
|
||
accordingly the GTHT Clients). The GTHT
|
||
Clients may exercise an early termination right
|
||
to early terminate the GTHT Clients TRS at
|
||
any time from the trade date of the GTHT
|
||
Clients TRS which should be on or after the
|
||
date on which the Offer Shares are listed on
|
||
the Hong Kong Stock Exchange. Accordingly,
|
||
GTHTS may exercise an early termination right
|
||
to early terminate the GTHT Back-to-back TRS
|
||
at any time from the trade date of the GTHT
|
||
Back-to-back TRS which should be on or after
|
||
the date on which the Offer Shares are listed on
|
||
the Hong Kong Stock Exchange.
|
||
0.16% 0.03%
|
||
– 23 –
|
||
|
||
|
||
--- page 24 ---
|
||
No.
|
||
Connected
|
||
client
|
||
Connected
|
||
distributor
|
||
Relationship with the
|
||
connected distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number
|
||
of Offer
|
||
Shares
|
||
Ultimate beneficial owner of the Offer
|
||
Shares allocated to the connected client
|
||
Percentage of
|
||
the Offer Shares
|
||
(taking into
|
||
account the full
|
||
exercise of Offer
|
||
Size Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Percentage of
|
||
the issued
|
||
Shares of
|
||
the Company
|
||
immediately
|
||
upon completion
|
||
of the Global
|
||
Offering (taking
|
||
into account
|
||
the full exercise
|
||
of Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Upon the final maturity or early termination of
|
||
the GTHT Clients TRS by the GTHT Clients
|
||
and accordingly the final maturity or early
|
||
termination of the GTHT Back-to-back TRS
|
||
by GTHTS, GTJA Investments will dispose
|
||
the Offer Shares on the secondary market and
|
||
the GTHT Clients ultimately will receive a
|
||
final termination amount of the GTHT Clients
|
||
TRS, which should have taken into account
|
||
all the economic returns or economic loss in
|
||
relation to the Offer Shares, the fixed amount
|
||
in relation to the GTHT Back-to-back TRS and
|
||
the GTHT Clients TRS. GTJA Investments
|
||
will hold the legal title and the voting right of
|
||
the Offer Shares by itself and pass through the
|
||
economic exposure to GTHTS and accordingly
|
||
the GTHT Clients.
|
||
The GTHT Clients are:
|
||
29,000 1. 29,000 Offer Shares allocated
|
||
to Eternal Grand Investment
|
||
Management Co., Ltd. The ultimate
|
||
beneficial owners who hold 30% or
|
||
more interest therein are Wu Chengzhi
|
||
and Wang Shuilin, respectively.
|
||
0.155% 0.0261%
|
||
400 2. 400 Offer Shares allocated to
|
||
Shanghai Yongjin Investment Co.,
|
||
Ltd. The ultimate beneficial owner
|
||
who holds 30% or more interest
|
||
therein is Xie Xiaoyong.
|
||
0.002% 0.0004%
|
||
1,300 3. 1,300 Offer Shares allocated to
|
||
Shandong Jinling Investment
|
||
Management Co., Ltd. The ultimate
|
||
beneficial owner who holds 30%
|
||
or more interest therein is Sun
|
||
Mengquan.
|
||
0.007% 0.0012%
|
||
– 24 –
|
||
|
||
|
||
--- page 25 ---
|
||
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, no rebate has been, directly or
|
||
indirectly, provided by the issuer, its controlling shareholder(s), directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for
|
||
each share (or, where applicable, each unit of other equity securities or interests (which include
|
||
equity securities, interests in a REIT, stapled securities and securities of an investment company
|
||
(as defined in rule 21.01))) of the issuer subscribed for or purchased by them is the same as the
|
||
final offer price determined by the issuer, 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.
|
||
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 June 30, 2025 issued by Fortior Technology
|
||
(Shenzhen) Co., Ltd. for detailed information about the Global Offering described herein before
|
||
deciding whether or not to invest in the Shares thereby being offered.
|
||
– 25 –
|
||
|
||
|
||
--- page 26 ---
|
||
*Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator
|
||
(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate 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 July 9, 2025).
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering (after taking into account the full
|
||
exercise of the Offer Size Adjustment Option, before any exercise of the Over-allotment Option
|
||
and no additional Shares are issued pursuant to our Restricted Share Incentive Plans), over 25%
|
||
of the total issued share capital of the Company will be held in the public hands, satisfying the
|
||
minimum percentage requirement in compliance with Rule 8.08(1) of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) the
|
||
Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule
|
||
8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not hold more than
|
||
50% of the Shares held in public hands at the time of Listing, in compliance with Rule 8.08(3)
|
||
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; and (iv) there will
|
||
not be any new substantial Shareholder (as defined in the Listing Rules) of the Company.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Wednesday, July 9, 2025, 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 H Shares prior to the receipt of Share certificates or the
|
||
Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
– 26 –
|
||
|
||
|
||
--- page 27 ---
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Wednesday, July 9, 2025, it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Wednesday, July 9, 2025. The H Shares will be traded
|
||
in board lots of 100 H Shares each. The stock code of the H Shares is 1304.
|
||
By order of the Board
|
||
Fortior Technology (Shenzhen) Co., Ltd.
|
||
BI Lei
|
||
Chairman of the Board
|
||
Hong Kong, July 8, 2025
|
||
As of the date of this announcement, the Directors are: (i) Mr. BI Lei and Dr. BI Chao as
|
||
executive Directors, and (ii) Dr. LIN Mingyao, Dr. NIU Shuangxia and Mr. CHEN Jingyang as
|
||
independent non-executive Directors.
|
||
– 27 –
|