6d05056609
Request: - Use archivist to close the 137 T1 ipo_demand source-only gaps using extracted PDF text. Changes: - Add an incremental T1 demand text backfill script. - Parse existing allotment-result extracted text into ipo_demand. - Archive linked Summary PDFs from old HKEX HTML allotment-result pages. - Correct allotment-result selection to prefer primary result announcements over clarification or supplemental notices. - Add robust line-aware allotment parsing and document the workflow in archivist and README. - Record the backfill result in a report. Execution: - Selected 137 source-only T1 demand gaps. - Wrote 137 ipo_demand rows, increasing ipo_demand from 154 to 291 rows. - Archived 38 new HKEX allotment-result PDFs and extracted their text. - Confirmed an incremental rerun selects 0 gaps and writes 0 rows. Verification: - Ran git diff --cached --check. - Ran py_compile for archive_hkex_documents.py and backfill_t1_demand_from_text.py. - Checked SQLite integrity and foreign keys. - Confirmed DB row counts match CSV snapshots. - Verified no T1 complete row is missing ipo_demand. - Verified source_refs paths/files/hashes and PDF extracted-text manifest hashes. Next useful context: - T1 demand structure is complete for listed rows; 06106 and 06675 remain pending_not_due. - T2 grey-market and due price-performance gaps remain separate archivist priorities. - Analyst output should be regenerated before using the new T1 demand facts for scoring.
1377 lines
67 KiB
Plaintext
1377 lines
67 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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SUMMARY
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NET PROCEEDS FROM THE GLOBAL OFFERING
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• Based on the Offer Price of HK$12.0 per Offer Share (exclusive of brokerage of 1%,
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AFRC transaction levy of 0.00015%, SFC transaction levy of 0.0027% and Stock Exchange
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trading fee of 0.00565%), the net proceeds from the Global Offering to be received by the
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Company, after deduction of the underwriting commissions, fees and estimated expenses
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payable by the Company in connection with the Global Offering, are estimated to be
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approximately HK$3,527.9 million (assuming the Over-allotment Option is not exercised).
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The Company intends to apply such net proceeds in accordance with the purposes as set
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out in the section headed “Net Proceeds from the Global Offering ” in this announcement.
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• If the Over-allotment Option is exercised in full, the Company will receive additional net
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proceeds of approximately HK$567.2 million for 48,982,400 additional Class B Shares to
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be issued and allotted upon the exercise of the Over-allotment Option after deduction of
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the underwriting fees and commissions and estimated expenses payable by the Company
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in connection with the Global Offering. The allocation of the additional net proceeds will
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be adjusted on a pro rata basis according to the use of proceeds as set out in the section
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headed “Net Proceeds from the Global Offering ” in this announcement in the event that the
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Over-allotment Option is exercised.
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APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
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Hong Kong Public Offering
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• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering
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have been slightly over-subscribed. At the close of the application lists at 12:00 noon
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on Thursday, October 19, 2023, a total of 10,887 valid applications have been received
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pursuant to the Hong Kong Public Offering through the HK eIPO White Form service
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and through the CCASS EIPO service for a total of 44,357,200 Hong Kong Offer Shares,
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representing approximately 1.36 times of the total number of 32,655,200 Hong Kong Offer
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Shares initially available for subscription under the Hong Kong Public Offering.
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• As the over-subscription in the Hong Kong Public Offering represents 15 times or less of
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the total number of Offer Shares initially available under the Hong Kong Public Offering,
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the reallocation procedures as described in the section headed “Structure of the Global
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Offering – The Hong Kong Public Offering – Reallocation ” in the Prospectus have not
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been applied and no International Offer Shares have been reallocated from the International
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Offering to the Hong Kong Public Offering. The final number of Offer Shares allocated to
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the Hong Kong Public Offering is 32,655,200 Class B Shares, representing approximately
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10% of the total number of Offer Shares initially available under the Global Offering
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(before any exercise of the Over-allotment Option), which have been allocated to 10,887
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successful applicants under the Hong Kong Public Offering, among which 4,787 applicants
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have been allotted with one board lot of Offer Shares.
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--- page 2 ---
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4
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INTERNATIONAL OFFERING
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• The Offer Shares initially offered under the International Offering have been moderately
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over-subscribed. A total of 560,639,540 Offer Shares under the International Offering
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(including the subscription by the Cornerstone investors) have been subscribed,
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representing approximately 1.91 times of the total number of Offer Shares initially
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available under the International Offering. The final number of Offer Shares under the
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International Offering is 293,895,200 Class B Shares, representing approximately 90% of
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the total number of Offer Shares initially available under the Global Offering (before any
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exercise of the Over-allotment Option). There has been an over-allocation of 48,982,400
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Offer Shares in the International Offering.
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• There are a total of 114 placees under the International Offering, among which 51 placees,
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representing approximately 44.74% of the total number of placees under the International
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Offering, have been allotted five or fewer board lots of Offer Shares, totaling 10,200 Class
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B Shares, representing approximately 0.003% of the total number of Offer Shares available
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under the International Offering (before any exercise of the Over-allotment Option).
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Cornerstone Investors
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• Based on the Offer Price of HK$12.0 per Offer Share (exclusive of brokerage of 1%,
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AFRC transaction levy of 0.00015%, SFC transaction levy of 0.0027% and Stock
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Exchange trading fee of 0.00565%), and pursuant to the relevant cornerstone investment
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agreements as disclosed in the section headed “Cornerstone Investors ” in the Prospectus
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(the “Cornerstone Investment Agreements ”), the Cornerstone Investors have subscribed
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for a total of 130,231,000 Offer Shares, representing (i) approximately 39.88% of the Offer
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Shares under the Global Offering; and (ii) approximately 1.48% of the total issued share
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capital of the Company upon Listing (before any exercise of the Over-allotment Option).
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Please refer to the section headed “Cornerstone Investors ” in the Prospectus for further
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details of the Cornerstone Investors.
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• All the Cornerstone Investors are existing Shareholders of the Company or their close
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associates. See the section headed “International Offering – Placing of Offer Shares to
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the Existing Shareholders and their Close Associates ” below for the waivers and consents
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granted to permit the allocation of Class B Shares to the Cornerstone Investors under
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paragraph 5(2) of Appendix 6 to the Listing Rules (the “Placing Guidelines ”).
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• In addition, Dahlia Investments Pte. Ltd. ( “Dahlia ”) is an indirect wholly-owned subsidiary
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of Temasek Holdings (Private) Limited ( “Temasek Holdings ”). Temasek Holdings holds
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approximately 29% equity interest in DBS Group Holdings Limited which indirectly
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wholly owns DBS Asia Capital Limited ( “DBS Asia ”). Accordingly, Dahlia is a connected
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client of DBS Asia (one of the Joint Bookrunners and the Joint Lead Managers) within the
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meaning of the Placing Guidelines. Accordingly, the Company has applied to the Stock
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Exchange for, and the Stock Exchange has granted, its consent under paragraph 5(1) of the
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Placing Guideline to allow the Offer shares to be allocated to Dahlia (or a wholly-owned
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subsidiary of Temasek Holdings) as a connected client of DBS Asia. Please refer to the
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section headed “International Offering – Placing of Offer Shares to Connected Clients ” in
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this announcement for further details.
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--- page 3 ---
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5
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Placing of Offer Shares to the Existing Shareholders and their Close Associates
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• Each of the Cornerstone Investors is an existing Shareholder or its close associate. In
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addition to the subscription by the Cornerstone Investors, under the International Offering,
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a total of 25,790,600 Offer Shares, representing approximately 7.90% of the total number
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of Offer Shares initially available under the Global Offering and approximately 0.29%
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of the total issued share capital of the Company upon Listing (before any exercise of the
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Over-allotment Option), were placed to our other existing Shareholders or their close
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associates as placees. Please refer to the section headed “International Offering – Placing of
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Offer Shares to the Existing Shareholders and their Close Associates ” in this announcement
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for further details.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted
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the Company, a waiver from strict compliance with the requirements under Rule 10.04 of
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the Listing Rules, and its consent under paragraph 5(2) of the Placing Guidelines to permit
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allocation of Class B Shares to (i) certain pre-IPO Investors pursuant to the exercise of
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Anti-Dilution Rights as cornerstone investors or placees; and (ii) certain pre-IPO Investors
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and/or their close associates who currently hold less than 5% of the Company ’s voting
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rights and will subscribe Class B Shares in addition to their Anti-Dilution Rights as
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cornerstone investors or placees in the Global Offering. The Offer Shares allocated to the
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Pre-IPO Investors are in compliance with all the conditions under the consent granted by
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the Stock Exchange. Please refer to the section headed “Waivers ” in the Prospectus for
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further details of the waiver application.
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Placing of Offer Shares to Connected Clients
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• Under the International Offering, (i) 6,527,000 Offer Shares, representing approximately
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2.00% of the total number of Offer Shares initially available under the Global Offering and
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approximately 0.07% of the total issued share capital of the Company upon Listing (before
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any exercise of the Over-allotment Option), were allocated to Dahlia (or a wholly-owned
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subsidiary of Temasek Holdings) as a cornerstone investor who is a connected client of
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DBS Asia within the meaning of the Placing Guidelines; and (ii) 6,527,000 Offer Shares,
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representing approximately 2.00% of the total number of Offer Shares initially available
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under the Global Offering and approximately 0.07% of the total issued share capital of the
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Company upon Listing (before any exercise of the Over-allotment Option), were placed to
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Galaxy Jinhui Securities Asset Management Co., Ltd. ( “Galaxy Jinhui ”) as placees who
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is a connected client of China Galaxy International Securities (Hong Kong) Co., Limited
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(“CGIS”) within the meaning of the Placing Guidelines. The Shares to be placed to Galaxy
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Jinhui will be held by it on discretionary basis, and on behalf of an independent third party
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who is not connected to the Company for the purpose of the Listing Rules.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted
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to the Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the
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Company to allocate Offer Shares in the International Offering to Galaxy Jinhui and Dahlia
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(or a wholly-owned subsidiary of Temasek Holdings). The Offer Shares allocated to Galaxy
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Jinhui and Dahlia (or a wholly-owned subsidiary of Temasek Holdings) are in compliance
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with all the conditions under the consent granted by the Stock Exchange. Please refer to the
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section headed “International Offering – Placing of Offer Shares to Connected Clients ” in
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this announcement for further details.
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--- page 4 ---
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6
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Confirmations Regarding Public Shareholders in the Hong Kong Public Offering and
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Placees in the International Offering
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• Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
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“International Offering – Placing of Offer Shares to the Existing Shareholders and their
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Close Associates ” and “International Offering – Placing of Offer Shares to Connected
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Clients ”, the Directors confirmed that, to their best knowledge, information and belief, no
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Offer Shares placed by or through the Overall Coordinators, Joint Global Coordinators,
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the Joint Bookrunners or the Underwriters under the Global Offering have been placed to
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applicants who are core connected persons (as defined in the Listing Rules) or Directors
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of the Company, or to any connected clients (as set out in paragraph 5(1) of the Placing
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Guidelines), or persons set out in paragraph 5(2) of the Placing Guidelines, whether in
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their own names or through nominees. The International Offering is in compliance with the
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Placing Guidelines.
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• Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
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“International Offering – Placing of Offer Shares to the Existing Shareholders and their
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Close Associates ” and “International Offering – Placing of Offer Shares to Connected
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Clients ”, the Directors further confirm that, to their best knowledge, information and
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belief, all placees under the International Offering and their ultimate beneficial owners are
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independent of and are not (a) the core connected persons (as defined in the Listing Rules)
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of the Company, (b) the directors or existing shareholders of the Company or any of the
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Company ’s subsidiaries, or (c) the close associates (as defined in the Listing Rules) of (a)
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and/or (b) above whether in their own names or through nominees.
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• Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
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“International Offering – Placing of Offer Shares to the Existing Shareholders and their
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Close Associates ” and “International Offering – Placing of Offer Shares to Connected
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Clients ”, the Directors confirm that, to their best knowledge, information and belief, (i)
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none of the Offer Shares subscribed by public Shareholders in the Hong Kong Public
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Offering and placees in the International Offering has been financed directly or indirectly
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by the Company, any of the Directors, chief executive, the Controlling Shareholders,
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substantial Shareholders or existing Shareholders of the Company or any of its subsidiaries
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or their respective close associates; (ii) none of the public Shareholders in the Hong Kong
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Public Offering and placees in the International Offering who has subscribed for the Offer
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Shares is accustomed to taking instructions from the Company, any of the Directors, chief
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executive, the Controlling Shareholders, substantial Shareholders or existing Shareholders
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of the Company or any of its subsidiaries or their respective close associates in relation to
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the acquisition, disposal, voting or other disposition of the Offer Shares registered in his/
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her/its name or otherwise held by him/her/it; (iii) there is no side agreement or arrangement
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between the Company, any of the Directors, chief executive, the Controlling Shareholders,
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substantial shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates, on one hand, and the public subscribers or the placees who
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have subscribed for the Offer Shares, on the other hand; (iv) no rebate has been, directly or
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indirectly, provided by the Company, any of the Directors, chief executive of the Company,
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the Controlling Shareholders, substantial Shareholders or existing Shareholders, or any of
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their subsidiaries or their respective close associates, or syndicate members, or any other
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brokers involved in the Global Offering, to any public investors in the Hong Kong Public
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Offering or placees in the International Offering; and (v) the consideration payable by the
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public investors in the Hong Kong Public Offering and placees in the International Offering
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for each Offer Share subscribed for, or purchased by them, is the same as the Offer Price,
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as determined by the Company, plus brokerage of 1%, AFRC transaction levy of 0.00015%,
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SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.00565%.
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--- page 5 ---
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7
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Over-allotment Option
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• In connection with the Global Offering, the Company has granted to the International
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Underwriters the Over-allotment Option, exercisable by the Overall Coordinators on behalf
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of the International Underwriters at any time from the Listing Date to the 30th day after
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the last day for lodging applications under the Hong Kong Public Offering (the last day
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for exercise of the Over-allotment Option being Saturday, November 18, 2023) to require
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the Company to allot and issue up to 48,982,400 additional Class B Shares, representing
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approximately 15% of the Offer Shares initially available under the Global Offering, at the
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Offer Price, to cover over-allocations in the International Offering, if any.
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• There has been an over-allocation of 48,982,400 Offer Shares in the International Offering
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and such over-allocation will be settled by Class B Shares to be borrowed under the Stock
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Borrowing Agreement. Such borrowed Class B Shares will be covered by exercising the
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Over-allotment Option or by using Class B Shares purchased by the Stabilization Manager
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(or through its affiliates or any person acting for it) in the secondary market at prices that
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do not exceed the Offer Price or a combination of these means. In the event the Over-
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allotment Option is exercised, an announcement will be made on the Stock Exchange ’s
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website at www.hkexnews.hk and the Company ’s website at www.jtexpress.com. As of
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the date of this announcement, the Over-allotment Option has not been exercised.
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LOCK -UP UNDERTAKINGS
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• The Company, the Controlling Shareholders, the Cornerstone Investors, all other existing
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Shareholders and certain placees of the International Offering are subject to certain
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lock-up undertakings as set out in the section headed “Lock-up Undertakings ” in this
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announcement.
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RESULTS OF ALLOCATIONS
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• The level of indications of interests in the International Offering, the level of applications
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in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer
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Shares are also made available on the Company ’s website at www.jtexpress.com and the
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website of the Stock Exchange at www.hkexnews.hk.
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• The results of allocations and the Hong Kong identity card/passport/Hong Kong business
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registration/certificate of incorporation numbers of successful applicants under the Hong
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Kong Public Offering will be available at the times and date and in the manner specified
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below:
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• in the announcement to be posted on the Company ’s website at www.jtexpress.com
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and the Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on
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Thursday, October 26, 2023;
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• from the “IPO Results ” function in the IPO App and the designated results of
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allocations website at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult
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with a “search by ID ” function on a 24-hour basis from 8:00 a.m. on Thursday,
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October 26, 2023 to 12:00 midnight on Wednesday, November 1, 2023; and
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• from the allocation results telephone enquiry line by calling +852 3691 8488 between
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9:00 a.m. and 6:00 p.m. from Thursday, October 26, 2023 to Tuesday, October 31,
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2023 (excluding Saturday, Sunday and Hong Kong public holiday).
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--- page 6 ---
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8
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• This announcement contains a list of identification document numbers. Identification
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document numbers shown in the section headed “Results of Applications Made by HK
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eIPO White Form ” in this announcement refer to Hong Kong identity card numbers/
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passport numbers/Hong Kong business registration numbers/certificate of incorporation
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numbers/beneficial owner identification codes (if such applications are made by nominees
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as agent for the benefit of another person) whereas those displayed in the section headed
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“Results of Applications Made by Giving Electronic Application Instructions to HKSCC
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via CCASS ” in this announcement are provided by CCASS Participants via CCASS.
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Therefore, the identification document numbers shown in the two sections are different in
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nature.
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• Please note that the list of identification document numbers set out in this announcement
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may not be a complete list of successful applicants since only successful applicants whose
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identification document numbers are provided to HKSCC by CCASS Participants or via
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the HK eIPO White From service are disclosed. Applicants with beneficial names only
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but not identification document numbers are not disclosed due to personal privacy issue
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as elaborated below. Applicants who applied for the Hong Kong Offer Shares through
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their brokers or nominees can consult their brokers or nominees to enquire about their
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application results.
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• Since applications are subject to personal information collection statements, beneficial
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owner identification codes displayed in the sections headed “Results of Applications Made
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by HK eIPO White Form ” and “Results of Applications Made by Giving Electronic
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Application Instructions to HKSCC via CCASS ” are redacted and not all details of
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applications are disclosed in this announcement.
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DESPATCH/COLLECTION OF SHARE CERTIFICATES/e-AUTO REFUND PAYMENT
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INSTRUCTIONS/REFUND CHECKS
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• Applicants who have applied for 1,000,000 Hong Kong Offer Shares or more through the
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HK eIPO White Form service and whose application is wholly or partially successful may
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collect Share certificate(s) and/or refund check(s) (where applicable) in person from the
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Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance
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Centre, 16 Harcourt Road, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Thursday, October
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26, 2023, or any other place or date notified by the Company.
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Applicants being individuals who are eligible for personal collection cannot authorize any
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other person to make collection on their behalf. Corporate applicants which are eligible
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for personal collection must attend by their authorised representatives bearing letters
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of authorisation from their corporations stamped with the corporations ’ chops. Both
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individuals and authorised representatives (if applicable) must produce, at the time of
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collection, evidence of identity acceptable to the Hong Kong Share Registrar.
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If Share certificate(s) and/or refund check(s) (where applicable) are not collected personally
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within the time specified for collection, they will be sent to the address specified in the
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application instructions by ordinary post and at the applicant ’s own risk.
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• For applicants who have applied for less than 1,000,000 Hong Kong Offer Shares through
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the HK eIPO White Form service, the Share certificate(s) and/or refund check(s) (where
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applicable) will be sent to the address specified in the application instructions on or before
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Thursday, October 26, 2023 by ordinary post and at the applicant ’s own risk.
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--- page 7 ---
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9
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• Wholly or partially successful applicants who applied by giving electronic application
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instructions to HKSCC will have their Share certificate(s) issued in the name of HKSCC
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Nominees Limited and deposited directly into CCASS to be credited to their CCASS
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Investor Participant stock accounts or the stock accounts of their designated CCASS
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Participant who gave electronic application instructions on their behalf on Thursday,
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October 26, 2023.
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• Applicants who applied through a designated CCASS Participant (other than a CCASS
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Investor Participant) should check the number of Hong Kong Offer Shares allocated to
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them with that CCASS Participant.
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• Applicants who applied as a CCASS Investor Participant by giving electronic application
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instructions to HKSCC via CCASS may also check the number of Hong Kong Offer
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Shares allocated to them and the amount of refund monies (if any) payable to them
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via the CCASS Phone System and the CCASS Internet System (under the procedures
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contained in HKSCC ’s “An Operating Guide for Investor Participants ” in effect from time
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||
to time). Immediately after the crediting of the Hong Kong Offer Shares to the CCASS
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Investor Participant stock accounts and the credit of refund monies to the CCASS Investor
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Participants ’ bank accounts, HKSCC will also make available to the CCASS Investor
|
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Participants an activity statement showing the amount of Hong Kong Offer Shares credited
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to their CCASS Investor Participant stock accounts and the refund amount credited to their
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respective designated bank accounts (if any).
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• For applicants who have applied for the Hong Kong Offer Shares through the HK eIPO
|
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White Form service and paid the application monies through a single bank account,
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refund monies (if any) will be despatched to that bank account in the form of e-Auto
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Refund payment instructions. For applicants who have applied for the Hong Kong Offer
|
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Shares through the HK eIPO White Form service and paid the application monies
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through multiple bank accounts, refund monies (if any) will be despatched to the addresses
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specified in your application instructions in the form of refund check(s) in favour of the
|
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applicant (or, in the case of joint applications, the first-named applicant) by ordinary post
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and at their own risk on or before Thursday, October 26, 2023.
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• Refund monies (if any) for applicants who applied by giving electronic application
|
||
instructions to HKSCC via CCASS are expected to be credited to the relevant applicants ’
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designated bank accounts or the designated bank accounts of their broker or custodian on
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Thursday, October 26, 2023.
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• Share certificates will only become valid at 8:00 a.m. on Friday, October 27, 2023,
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||
provided that the Global Offering has become unconditional in all respects and neither the
|
||
Hong Kong Underwriting Agreement nor the International Underwriting Agreements have
|
||
been terminated in accordance with their respective terms at or before that time. Investors
|
||
who trade Shares on the basis of publicly available allocation details or prior to the receipt
|
||
of the Share certificates or prior to the Share certificates becoming valid do so entirely at
|
||
their own risk.
|
||
• No temporary document of title will be issued in respect of the Hong Kong Offer Shares.
|
||
No receipt will be issued for sums paid on application.
|
||
|
||
|
||
--- page 8 ---
|
||
10
|
||
PUBLIC FLOAT
|
||
• Upon Listing, approximately 83.54% of the total issued share capital of the Company
|
||
(before any exercise of the Over-allotment Option) will be counted towards the public
|
||
float, satisfying the minimum percentage prescribed under by 8.08 of the Listing Rules.
|
||
The free float of the Company upon listing is approximately 1.77% of the total issued share
|
||
capital of the Company (before any exercise of the Over-allotment Option).
|
||
• The Directors also confirm that (i) no placee will, individually, be placed more than 10%
|
||
of the enlarged issued share capital of the Company immediately after the Global Offering;
|
||
(ii) there will not be any new substantial Shareholder of the Company upon Listing (before
|
||
any exercise of the Over-allotment Option); (iii) the three largest public Shareholders do
|
||
not hold more than 50% of the Shares held in public hands at the time of the Listing in
|
||
compliance with 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
|
||
• Assuming that the Global Offering becomes unconditional in all aspects at or before 8:00
|
||
a.m. on Friday, October 27, 2023 (Hong Kong time), dealings in the Class B Shares on
|
||
the Main Board of the Stock Exchange are expected to commence at 9:00 a.m. on Friday,
|
||
October 27, 2023 (Hong Kong time). The Class B Shares will be traded in board lots of
|
||
200 Class B Shares each. The stock code of the Class B Shares is 1519.
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
NET PROCEEDS FROM THE GLOBAL OFFERING
|
||
Based on the Offer Price of HK$12.0 per Offer Share, the net proceeds from the Global Offering to
|
||
be received by the Company, after deduction of the underwriting commissions, fees and estimated
|
||
expenses payable by the Company in connection with the Global Offering, are estimated to be
|
||
approximately HK$3,527.9 million (assuming the Over-allotment Option is not exercised).
|
||
The Company intends to apply such net proceeds for the following purposes:
|
||
• approximately 30%, or HK$1,058.4 million, will be used to expand our logistics networks,
|
||
improve our infrastructure, and strengthen our sorting and warehouse capacity and
|
||
capabilities in Southeast Asia and other existing markets;
|
||
• approximately 30%, or HK$1,058.4 million, will be used to expand in new markets and
|
||
diverse our service offering;
|
||
• approximately 30%, or HK$1,058.4 million, will be used for research and development and
|
||
technology innovations; and
|
||
• approximately 10%, or HK$352.8 million, will be used for general corporate purposes and
|
||
working capital needs.
|
||
If the Over-allotment Option is exercised in full, the Company will receive additional net proceeds
|
||
of approximately HK$567.2 million for 48,982,400 additional Class B Shares to be issued and
|
||
allotted upon the exercise of the Over-allotment Option after deduction of the underwriting fees
|
||
and commissions and estimated expenses payable by the Company in connection with the Global
|
||
Offering. In the event that the Over-allotment Option is exercised in full, the Company intends to
|
||
adjust its allocation of the net proceeds for the above purposes on a pro rata basis.
|
||
For further information, please refer to the section headed “Future Plans and Use of Proceeds ” in
|
||
the Prospectus.
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
|
||
Hong Kong Public Offering
|
||
The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have been
|
||
slightly over-subscribed. At the close of the application lists at 12:00 noon on Thursday, October
|
||
19, 2023, a total of 10,887 valid applications have been received pursuant to the Hong Kong Public
|
||
Offering through the HK eIPO White Form service and through the CCASS EIPO service for a
|
||
total of 44,357,200 Hong Kong Offer Shares, representing approximately 1.36 times of the total
|
||
number of 32,655,200 Hong Kong Offer Shares initially available for subscription under the Hong
|
||
Kong Public Offering, among which:
|
||
• 10,873 valid applications in respect of a total of 22,957,200 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount based on the Offer
|
||
Price of HK$12.0 per Offer Share (excluding brokerage of 1%, AFRC transaction levy of
|
||
0.00015%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.00565%)
|
||
of HK$5 million or less, representing approximately 1.41 times of the 16,327,600 Hong Kong
|
||
Offer Shares initially comprised in Pool A of the Hong Kong Public Offering; and
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
• 14 valid applications in respect of a total of 21,400,000 Hong Kong Offer Shares were for
|
||
the Hong Kong Public Offering with an aggregate subscription amount based on the Offer
|
||
Price of HK$12.0 per Offer Share (excluding brokerage of 1%, AFRC transaction levy of
|
||
0.00015%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.00565%)
|
||
of more than HK$5 million, representing approximately 1.31 times of the 16,327,600 Hong
|
||
Kong Offer Shares initially comprised in Pool B of the Hong Kong Public Offering.
|
||
No multiple or suspected multiple applications have been identified and rejected. No applications
|
||
have been rejected due to dishonored payments. No application has been rejected due to invalid
|
||
application. No applications for more than 50% of the Hong Kong Offer Shares initially available
|
||
under the Hong Kong Public Offering (that is, more than 16,327,600 Hong Kong Offer Shares)
|
||
have been identified.
|
||
As the number of Offer Shares validly applied for under the Hong Kong Public Offering represents
|
||
15 times or less of the number of Offer Shares initially available for subscription under the Hong
|
||
Kong Public Offering, the reallocation procedure as described in the section headed “Structure
|
||
of the Global Offering – The Hong Kong Public Offering – Reallocation ” in the Prospectus has
|
||
not been have not been applied and no International Offer Shares have been reallocated from the
|
||
International Offering to the Hong Kong Public Offering.
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 32,655,200 Class B
|
||
Shares, representing approximately 10% of the total number of Offer Shares initially available
|
||
under the Global Offering (before any exercise of the Over-allotment Option), and being allocated
|
||
to 10,887 successful applicants under the Hong Kong Public Offering. A total number of 4,787
|
||
applicants have been allotted with one board lot of Offer Shares, representing approximately
|
||
43.97% of the Shareholders who were allocated the Offer Shares under the Hong Kong Public
|
||
Offering, totaling 957,400 Class B Shares, representing approximately 2.93% of total Offer Shares
|
||
under the Hong Kong Public Offering.
|
||
The Hong Kong Offer Shares offered in the Hong Kong Public Offering were conditionally
|
||
allocated on the basis set out in the section headed “Basis of Allocation under the Hong Kong
|
||
Public Offering ” below.
|
||
INTERNATIONAL OFFERING
|
||
The Offer Shares initially offered under the International Offering have been moderately over-
|
||
subscribed. A total of 560,639,540 Offer Shares under the International Offering (including the
|
||
subscription by the Cornerstone investors) have been subscribed, representing approximately 1.91
|
||
times of the total number of Offer Shares initially available under the International Offering. The
|
||
final number of Offer Shares under the International Offering is 293,895,200 Class B Shares,
|
||
representing approximately 90% of the total number of Offer Shares initially available under the
|
||
Global Offering (before any exercise of the Over-allotment Option). There has been an over-
|
||
allocation of 48,982,400 Offer Shares in the International Offering.
|
||
There are a total of 114 placees under the International Offering, among which 51 placees,
|
||
representing approximately 44.74% of the total number of placees under the International Offering,
|
||
have been allotted five or fewer board lots of Offer Shares, totaling 10,200 Class B Shares,
|
||
representing approximately 0.003% of the total number of Offer Shares available under the
|
||
International Offering.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
Cornerstone Investors
|
||
Based on the Offer Price of HK$12.0 per Offer Share (exclusive of brokerage of 1%, AFRC
|
||
transaction levy of 0.00015%, SFC transaction levy of 0.0027% and Stock Exchange trading fee
|
||
of 0.00565%), and pursuant to the relevant Cornerstone Investment Agreements as disclosed in
|
||
the section headed “Cornerstone Investors ” in the Prospectus, the Cornerstone Investors have
|
||
subscribed for a total of 130,231,000 Offer Shares, representing (i) approximately 39.88% of the
|
||
Offer Shares under the Global Offering; and (ii) approximately 1.48% of the total issued share
|
||
capital of the Company upon Listing (before any exercise of the Over-allotment Option).
|
||
The number of Offer Shares subscribed for by the Cornerstone Investors is set out below:
|
||
Assuming Over-allotment
|
||
Option is not exercised
|
||
Assuming Over-allotment
|
||
Option is exercised
|
||
Cornerstone Investor
|
||
Investment
|
||
amount
|
||
(US$)
|
||
Number of
|
||
Offer Shares
|
||
subscribed
|
||
(rounded down
|
||
to the nearest
|
||
whole board
|
||
lot of 200
|
||
Offer Shares)
|
||
Approximate
|
||
percentage
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Approximate
|
||
percentage
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Aspex Master Fund 10,000,000 6,527,000 2.00% 0.07% 1.74% 0.07%
|
||
Boyu
|
||
Jallion Global Limited 11,000,000 7,179,800 2.20% 0.08% 1.91% 0.08%
|
||
Joyous Tempinis Limited 16,261,530 10,614,000 3.25% 0.12% 2.83% 0.12%
|
||
Sub-total 27,261,530 17,793,800 5.45% 0.20% 4.74% 0.20%
|
||
D1
|
||
D1 SPV Jupiter (Hong Kong)
|
||
Limited 10,766,491.65 7,027,400 2.15% 0.08% 1.87% 0.08%
|
||
D1 SPV Master Holdco I
|
||
(Hong Kong) Limited 29,496,008.35 19,252,400 5.90% 0.22% 5.13% 0.22%
|
||
Sub-total 40,262,500 26,279,800 8.05% 0.30% 7.00% 0.30%
|
||
Hidden Hill SPV VIII 5,000,000 3,263,400 1.00% 0.04% 0.87% 0.04%
|
||
SC GGF III Holdco, Ltd. 5,000,000 3,263,400 1.00% 0.04% 0.87% 0.04%
|
||
CELESTIAL OCEAN
|
||
INVESTMENTS LIMITED 30,000,000 19,581,400 6.00% 0.22% 5.21% 0.22%
|
||
Dahlia 10,000,000 6,527,000 2.00% 0.07% 1.74% 0.07%
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
Assuming Over-allotment
|
||
Option is not exercised
|
||
Assuming Over-allotment
|
||
Option is exercised
|
||
Cornerstone Investor
|
||
Investment
|
||
amount
|
||
(US$)
|
||
Number of
|
||
Offer Shares
|
||
subscribed
|
||
(rounded down
|
||
to the nearest
|
||
whole board
|
||
lot of 200
|
||
Offer Shares)
|
||
Approximate
|
||
percentage
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Approximate
|
||
percentage
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Tencent
|
||
Parallel Cluster Investment
|
||
Limited 12,000,000 7,832,600 2.40% 0.09% 2.09% 0.09%
|
||
Eternal Earn Holding Limited 15,000,000 9,790,600 3.00% 0.11% 2.61% 0.11%
|
||
Huang River Investment
|
||
Limited 35,000,000 22,845,000 7.00% 0.26% 6.08% 0.26%
|
||
Sub-total 62,000,000 40,468,200 12.39% 0.46% 10.78% 0.46%
|
||
JNRY III HOLDINGS
|
||
LIMITED 10,000,000 6,527,000 2.00% 0.07% 1.74% 0.07%
|
||
Total 199,524,030 130,231,000 39.88% 1.48% 34.68% 1.47%
|
||
Note:
|
||
(1) Assuming the Reclassification, Redesignation and Share Subdivision are completed.
|
||
All the Cornerstone Investors are existing Shareholders of the Company or their close associates.
|
||
See the sections headed “International Offering – Placing of Offer Shares to the Existing
|
||
Shareholders and their Close Associates ” below for the waivers and consents granted to permit the
|
||
allocation of Class B Shares to the Cornerstone Investors.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
In addition, Dahlia is an indirect wholly-owned subsidiary of Temasek Holdings. Temasek
|
||
Holdings holds approximately 29% equity interest in DBS Group Holdings Limited which
|
||
indirectly wholly owns DBS Asia. Accordingly, Dahlia is a connected client of DBS Asia (one of
|
||
the Joint Bookrunners and the Joint Lead Managers) within the meaning of the Placing Guidelines.
|
||
Please refer to the section headed “International Offering – Placing of Offer Shares to Connected
|
||
Clients ” in this announcement for further details.
|
||
To the best knowledge of the Company, each of the Cornerstone Investors is (i) not accustomed
|
||
to take instructions from our Company, our Directors, chief executive of our Company, our
|
||
Controlling Shareholders, substantial Shareholders of our Company or other existing Shareholders
|
||
of our Company or any of its subsidiaries or their respective close associates in relation to the
|
||
acquisition, disposal, voting or other disposition of the Shares registered in their name or otherwise
|
||
held by them; (ii) not financed by us, our Directors, chief executive, our Controlling Shareholders,
|
||
substantial Shareholders or other existing Shareholders of our Company or any of its subsidiaries
|
||
or their respective close associates; (iii) independent of the other Cornerstone Investors, our
|
||
Group, our connected persons and their respective associates, and is not a close associate of our
|
||
Group. Further, immediately after the completion of the Global Offering, none of the Cornerstone
|
||
Investors will have any Board representation in our Company, and none of the Cornerstone
|
||
Investors will become a substantial shareholder of our Company. As confirmed by each of the
|
||
Cornerstone Investors, its subscription under the Cornerstone Placing would be financed by its own
|
||
internal financial resources or financial resources of its controlling shareholders.
|
||
There will be no delayed delivery or all Cornerstone Investors do not have deferred settlement of
|
||
Offer Shares to be subscribed by the Cornerstone Investors and the consideration will be settled by
|
||
the Cornerstone Investors before the Listing Date.
|
||
The subscriptions by the Cornerstone Investors form part of the International Offering, and the
|
||
Cornerstone Investors will not subscribe for any Offer Shares under the Global Offering other
|
||
than pursuant to the Cornerstone Investment Agreements. Immediately following the completion
|
||
of the Global Offering, none of the Cornerstone Investors will become a substantial shareholder
|
||
(as defined in the Listing Rules) of our Company and will not have any Board representation in
|
||
our Company. The Offer Shares to be subscribed by the Cornerstone Investors will rank pari passu
|
||
in all respect with the fully paid Class B Shares in issue and will be counted towards the public
|
||
float of the Company under Rule 8.08 of the Listing Rules. The Cornerstone Investors do not have
|
||
any preferential rights under the Cornerstone Investment Agreements compared with other public
|
||
Shareholders, other than a guaranteed allocation of the Offer Shares at the Offer Price.
|
||
Each Cornerstone Investor has agreed that without the prior written consent of the Company, the
|
||
Joint Sponsors and the Overall Coordinators, it will not, whether directly or indirectly, at any
|
||
time during the period of six months following the Listing Date (the “Lock-up Period ”), directly
|
||
or indirectly dispose of, in any way, any of the Offer Shares it has purchased, pursuant to the
|
||
respective Cornerstone Investment Agreement and/or the deed of lock-up undertaking, save for
|
||
certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will
|
||
be bound by the same obligations of such Cornerstone Investor, including the Lock-up Period
|
||
restriction.
|
||
Please refer to the section headed “Cornerstone Investors ” in the Prospectus for further details
|
||
relating to the Cornerstone Investors.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Placing of Offer Shares to the Existing Shareholders and their Close Associates
|
||
Each of the Cornerstone Investors is an existing Shareholder or its close associate. In addition
|
||
to the subscription by the Cornerstone Investors, under the International Offering, a total of
|
||
25,790,600 Offer Shares, representing approximately 7.90% of the total number of Offer and
|
||
approximately 0.29% of the total issued share capital of the Company upon Listing (before any
|
||
exercise of the Over-allotment Option), Shares initially available under the Global Offering, were
|
||
placed to our other existing Shareholders or their close associates as placees, details of which are
|
||
set out below:
|
||
Assuming Over-allotment
|
||
Option is not exercised
|
||
Assuming Over-allotment
|
||
Option is exercised
|
||
Placees
|
||
Relationship
|
||
with Existing
|
||
Shareholder(s)
|
||
Number
|
||
of Offer
|
||
Shares
|
||
Placed
|
||
Approximate
|
||
percentage
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Approximate
|
||
percentage
|
||
of the Offer
|
||
Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)
|
||
Focustar Capital Investment
|
||
Fund L.P Existing shareholder 6,439,400 1.97% 0.07% 1.71% 0.07%
|
||
Hidden Hill Investment 123 Existing shareholder 2,284,400 0.70% 0.03% 0.61% 0.03%
|
||
Sai Growth Fund I, LLLP Existing shareholder 4,569,000 1.40% 0.05% 1.22% 0.05%
|
||
Ultra Height Fund L.P. Existing shareholder 1,728,000 0.53% 0.02% 0.46% 0.02%
|
||
GCM Grosvenor JT SPV, LLC Existing shareholder 10,769,800 3.30% 0.12% 2.87% 0.12%
|
||
Total 25,790,600 7.90% 0.29% 6.87% 0.29%
|
||
Note:
|
||
(1) Assuming the Reclassification, Redesignation and Share Subdivision are completed.
|
||
A total number of 160,887,200 Class B Shares were allocated to Subscription Pre-IPO Shareholders
|
||
and/or their designated entities, representing approximately 49.27% of total Offer Shares initially
|
||
available under the Global Offering and approximately 1.83% of the total issued share capital of
|
||
the Company upon Listing (before any exercise of the Over-allotment Option).
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, to the
|
||
Company, a waiver from strict compliance with the requirements under Rule 10.04 of the Listing
|
||
Rules, and its consent under Paragraph 5(2) of the Placing Guidelines to permit allocation of
|
||
Class B Shares to (i) certain pre-IPO investors pursuant to the exercise of Anti-Dilution Rights as
|
||
cornerstone investors or placees; and (ii) certain pre-IPO investors and/or their close associates
|
||
who currently hold less than 5% of the Company ’s voting rights and will subscribe Class B Shares
|
||
in addition to their Anti-Dilution Rights as cornerstone investors or placees in the Global Offering.
|
||
The Offer Shares allocated to the Pre-IPO Investors are in compliance with all the conditions under
|
||
the consent granted by the Stock Exchange. Please refer to the section headed “Waivers ” in the
|
||
Prospectus for further details of the waiver application.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
Placing of Offer Shares to Connected Clients
|
||
Under the International Offering, (i) 6,527,000 Offer Shares, representing approximately 2.00% of
|
||
the total number of Offer Shares initially available under the Global Offering and approximately
|
||
0.07% of the total issued share capital of the Company upon Listing (before any exercise of the
|
||
Over-allotment Option), were allocated to Dahlia (or a wholly-owned subsidiary of Temasek
|
||
Holdings) as a cornerstone investor who is a connected client of DBS Asia within the meaning
|
||
of the Placing Guidelines; and (ii) 6,527,000 Offer Shares, representing approximately 2.00% of
|
||
the total number of Offer Shares initially available under the Global Offering and approximately
|
||
0.07% of the total issued share capital of the Company upon Listing (before any exercise of the
|
||
Over-allotment Option), were placed to Galaxy Jinhui as a placee who is a connected client of
|
||
a CGIS within the meaning of the Placing Guidelines. The Shares to be placed to Galaxy Jinhui
|
||
will be held by it on discretionary basis, and on behalf of an independent third party who are not
|
||
connected to the Company for the purpose of the Listing Rules. Set out below the details of the
|
||
Offer Shares placed to connected clients:
|
||
Investor
|
||
Connected
|
||
syndicate
|
||
member or
|
||
distributor
|
||
Relationship
|
||
with the
|
||
connected
|
||
syndicate
|
||
member or
|
||
distributor
|
||
Number of
|
||
Offer Shares
|
||
placed
|
||
Approximate %
|
||
of the
|
||
Offer Shares
|
||
initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering (1)
|
||
Approximate %
|
||
of the
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
completion
|
||
of Global
|
||
Offering (2)
|
||
Galaxy Jinhui (3) CGIS Each of Galaxy Jinhui and
|
||
CGIS is a wholly-owned
|
||
subsidiary of China Galaxy
|
||
Securities Co., Ltd.
|
||
6,527,000 2.00% 0.07%
|
||
Dahlia (or a wholly-owned
|
||
subsidiary of Temasek
|
||
Holdings)
|
||
DBS Asia Dahlia is an indirect wholly-
|
||
owned subsidiary of
|
||
Temasek Holdings.
|
||
Temasek Holdings holds
|
||
approximately 29% equity
|
||
interest in DBS Group
|
||
Holdings Limited which
|
||
indirectly wholly owns
|
||
DBS Asia.
|
||
6,527,000 2.00% 0.07%
|
||
Notes:
|
||
(1) Assuming that the Over-allotment Option is not exercised.
|
||
(2) Assuming the Over-allotment Option is not exercised, and the Reclassification, Redesignation and Share
|
||
Subdivision are completed.
|
||
(3) Galaxy Jinhui was engaged by Huitongda Network Co., Ltd. (stock code: 9878) as an asset manager that is a
|
||
qualified domestic institutional investor (QDII) as approved by the relevant PRC authority, to subscribe for and
|
||
hold such number of Offer Shares as set out herein on a discretionary basis on behalf of Huitongda Network
|
||
Co., Ltd..
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the Company to
|
||
allocate Offer Shares in the International Offering to Galaxy Jinhui and Dahlia (or a wholly-owned
|
||
subsidiary of Temasek Holdings). The Offer Shares allocated to Galaxy Jinhui and Dahlia (or a
|
||
wholly-owned subsidiary of Temasek Holdings) are in compliance with all the conditions under the
|
||
consent granted by the Stock Exchange.
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
Confirmations regarding Public Shareholders in the Hong Kong Public Offering and Placees
|
||
in the International Offering
|
||
Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
|
||
“International Offering – Placing of Offer Shares to the Existing Shareholders and their Close
|
||
Associates ” and “International Offering – Placing of Offer Shares to Connected Clients ”, the
|
||
Directors confirmed that, to the best knowledge, information and belief, no Offer Shares placed
|
||
by or through the Overall Coordinators, Joint Global Coordinators, the Joint Bookrunners or he
|
||
Underwriters under the Global Offering have been placed to applicants who are core connected
|
||
persons (as defined in the Listing Rules) or Directors of the Company, or to any connected clients
|
||
(as set out in paragraph 5(1) of the Placing Guidelines), or persons set out in paragraph 5(2) of the
|
||
Placing Guidelines, whether in their own names or through nominees. The International Offering is
|
||
in compliance with the Placing Guidelines.
|
||
Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
|
||
“International Offering – Placing of Offer Shares to the Existing Shareholders and their Close
|
||
Associates ” and “International Offering – Placing of Offer Shares to Connected Clients ”, the
|
||
Directors further confirm that, to their best knowledge, information and belief, all placees under
|
||
the International Offering and their ultimate beneficial owners are independent of and are not (a)
|
||
the core connected persons (as defined in the Listing Rules) of the Company, (b) the directors
|
||
or existing shareholders of the Company or any of the Company ’s subsidiaries, or (c) the close
|
||
associates (as defined in the Listing Rules) of (a) and/or (b) above whether in their own names or
|
||
through nominees.
|
||
Save as disclosed the sections headed “International Offering – Cornerstone Investors ”,
|
||
“International Offering – Placing of Offer Shares to the Existing Shareholders and their Close
|
||
Associates ” and “International Offering – Placing of Offer Shares to Connected Clients ”, the
|
||
Directors confirm that, to the best knowledge, information and belief, (i) none of the Offer
|
||
Shares subscribed by public Shareholders in the Hong Kong Public Offering and placees in
|
||
the International Offering has been financed directly or indirectly by the Company, any of the
|
||
Directors, chief executive, the Controlling Shareholders, substantial Shareholders or existing
|
||
Shareholders of the Company or any of its subsidiaries or their respective close associates; (ii)
|
||
none of the public Shareholders in the Hong Kong Public Offering and placees in the International
|
||
Offering who has subscribed for the Offer Shares is accustomed to taking instructions from
|
||
the Company, any of the Directors, chief executive, the Controlling Shareholders, substantial
|
||
Shareholders or existing Shareholders of the Company or any of its subsidiaries or their
|
||
respective close associates in relation to the acquisition, disposal, voting or other disposition of
|
||
the Offer Shares registered in his/her/its name or otherwise held by him/her/it; (iii) there is no
|
||
side agreement or arrangement between the Company, any of the Directors, chief executive, the
|
||
Controlling Shareholders, substantial shareholders, existing Shareholders of the Company or any
|
||
of its subsidiaries or their respective close associates, on one hand, and the public subscribers
|
||
or the placees who have subscribed for the Offer Shares, on the other hand; (iv) no rebate has
|
||
been, directly or indirectly, provided by the Company, any of the Directors, chief executive of
|
||
the Company, the Controlling Shareholders, substantial Shareholders or existing Shareholders,
|
||
or any of their subsidiaries or their respective close associates, or syndicate members, or any
|
||
other brokers involved in the Global Offering, to any public investors in the Hong Kong Public
|
||
Offering or placees in the International Offering; and (v) the consideration payable by the public
|
||
investors in the Hong Kong Public Offering and placees in the International Offering for each
|
||
Offer Share subscribed for, or purchased by them, is the same as the Offer Price as determined by
|
||
the Company, plus brokerage of 1%, AFRC transaction levy of 0.00015%, SFC transaction levy of
|
||
0.0027% and Hong Kong Stock Exchange trading fee of 0.00565%.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
Over-allotment Option
|
||
In connection with the Global Offering, the Company has granted to the International Underwriters
|
||
the Over-allotment Option, exercisable by the Overall Coordinators on behalf of the International
|
||
Underwriters at any time from the Listing Date to the 30th day after the last day for lodging
|
||
applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment
|
||
Option being Saturday, November 18, 2023) to require the Company to allot and issue up to
|
||
48,982,400 additional Class B Shares, representing approximately 15% of the Offer Shares
|
||
initially available under the Global Offering, at the Offer Price, to cover over-allocations in the
|
||
International Offering, if any.
|
||
There has been an over-allocation of 48,982,400 Offer Shares in the International Offering
|
||
and such over-allocation will be settled by Shares to be borrowed under the Stock Borrowing
|
||
Agreement. Such borrowed Shares will be covered by exercising the Over-allotment Option or
|
||
by using Class B Shares purchased by the Stabilization Manager (or through its affiliates or any
|
||
person acting for it) in the secondary market at prices that do not exceed the Offer Price or a
|
||
combination of these means. In the event the Over-allotment Option is exercised, an announcement
|
||
will be made on the Stock Exchange ’s website at www.hkexnews.hk and the Company ’s website
|
||
at www.jtexpress.com. As of the date of this announcement, the Over-allotment Option has not
|
||
been exercised.
|
||
LOCK-UP UNDERTAKINGS
|
||
The Company, the Controlling Shareholders, the Cornerstone Investors, all existing Shareholders
|
||
and certain placees of the International Offering have provided certain lock-up undertakings (the
|
||
“Lock-up Undertakings ”) in respect of the Shares. The major terms of the Lock-up Undertakings
|
||
are set out as follows.
|
||
Name
|
||
Number of Shares
|
||
subject to the
|
||
Lock-up
|
||
Undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
percentage of the
|
||
total issued share
|
||
capital of the
|
||
Company following
|
||
the completion of
|
||
the Global Offering
|
||
which are subject
|
||
to the Lock-up
|
||
Undertakings upon
|
||
Listing (1)
|
||
Last day of the
|
||
lock-up period
|
||
The Company
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing
|
||
Rules and the Hong Kong
|
||
Underwriting Agreement)
|
||
N/A N/A April 26, 2024 (2)
|
||
Controlling Shareholders
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing
|
||
Rules and the lock-up
|
||
undertakings in favour of the
|
||
Company, the Joint Sponsors and
|
||
the Overall Coordinators)
|
||
979,333,410
|
||
Class A Shares
|
||
11.11% April 26, 2024
|
||
(First Six-Month
|
||
Period)
|
||
October 26, 2024
|
||
(Second Six-Month
|
||
Period) (3)
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
Name
|
||
Number of Shares
|
||
subject to the
|
||
Lock-up
|
||
Undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
percentage of the
|
||
total issued share
|
||
capital of the
|
||
Company following
|
||
the completion of
|
||
the Global Offering
|
||
which are subject
|
||
to the Lock-up
|
||
Undertakings upon
|
||
Listing (1)
|
||
Last day of the
|
||
lock-up period
|
||
All existing Shareholders
|
||
(except Controlling
|
||
Shareholders and Offer
|
||
Shares allocated to existing
|
||
Shareholders as Cornerstone
|
||
Investors) (subject to lock-up
|
||
obligations pursuant to their
|
||
respective lock-up undertakings
|
||
in favour of the Company, the
|
||
Joint Sponsors and the Overall
|
||
Coordinators)
|
||
7,532,073,025
|
||
Class B
|
||
Shares (9)
|
||
85.47% April 26, 2024 (4)
|
||
The Cornerstone Investors (5)
|
||
(subject to lock-up obligations
|
||
pursuant to their respective
|
||
Cornerstone Investment
|
||
Agreement and/or lock-up
|
||
undertakings in favour of the
|
||
Company, the Joint Sponsors
|
||
and the Overall Coordinators)
|
||
130,231,000
|
||
Class B
|
||
Shares
|
||
1.48% April 26, 2024 (6)
|
||
Certain placees of
|
||
International Offering
|
||
– Entities designated by
|
||
Ultra Height Fund L.P. to
|
||
subscribe for Offer Shares
|
||
(i.e. Kings Court Capital
|
||
Pte. Ltd., Welight Assets
|
||
Limited, Hongshan Limited,
|
||
WT Asset Management
|
||
Limited) (collectively, the
|
||
“ATM Designated Entities ”)
|
||
(subject to lock-up obligations
|
||
pursuant to its lock-up
|
||
undertaking in favour of the
|
||
Company, the Joint Sponsors
|
||
and the Overall Coordinators)
|
||
4,865,600
|
||
Class B
|
||
Shares
|
||
0.06% April 26, 2024 (7)
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
Name
|
||
Number of Shares
|
||
subject to the
|
||
Lock-up
|
||
Undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
percentage of the
|
||
total issued share
|
||
capital of the
|
||
Company following
|
||
the completion of
|
||
the Global Offering
|
||
which are subject
|
||
to the Lock-up
|
||
Undertakings upon
|
||
Listing (1)
|
||
Last day of the
|
||
lock-up period
|
||
– Inceptio Group Limited
|
||
(“Inceptio Technology ”)
|
||
(subject to lock-up obligations
|
||
pursuant to its lock-up
|
||
undertaking in favour of the
|
||
Company, the Joint Sponsors and
|
||
the Overall Coordinators)
|
||
9,564,200
|
||
Class B
|
||
Shares
|
||
0.11% April 26, 2024 (8)
|
||
Total 979,333,410
|
||
Class A
|
||
Shares and
|
||
7,676,733,825
|
||
Class B shares
|
||
98.23%
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised, and the Reclassification, Redesignation and Share
|
||
Subdivision are completed.
|
||
2. The Company may not issue Shares on or before the indicated date except otherwise permitted by the Listing
|
||
Rules.
|
||
3. The Controlling Shareholders stated herein shall not (a) dispose of any of the relevant securities of the Company
|
||
in the First Six-Month Period; (b) dispose of any of the relevant securities of the Company in the Second Six-
|
||
Month Period if immediately following such disposal the Controlling Shareholders would cease to be a group of
|
||
controlling shareholders (as defined in the Listing Rules) of the Company.
|
||
4. All the Company ’s existing Shareholders have entered into deeds of lock-up undertakings in favor of the
|
||
Company, the Joint Sponsors and the Overall Coordinators pursuant to which they shall not dispose of its
|
||
locked-up Shares on or before the indicated date.
|
||
5. Calculated based on the number of Offer Shares subscribed pursuant to the relevant Cornerstone Investment
|
||
Agreements only and without taking into account the existing Class B Shares held by the Cornerstone Investors.
|
||
6. The Cornerstone Investors shall not dispose of any of the Offer Shares subscribed pursuant to the Cornerstone
|
||
Investment Agreements and/or the lock-up undertakings on or before the indicated date.
|
||
7. The ATM Designated Entities are entities designated by Ultra Height Fund L.P., a Subscription Commitment
|
||
Shareholder, to subscribe for the Offer Shares. Each of the ATM Designated Entities are limited partners of
|
||
Ultra Height Fund L.P. holding less than 30% limited partnership interest, and is not a close associate of Ultra
|
||
Height Fund L.P.. To the best knowledge of the Company, the ultimate beneficial owner(s) of each of the ATM
|
||
Designated Entities are independent of the Company, the Controlling Shareholders and the Directors. The ATM
|
||
Designated Entities have entered into deeds of lock-up undertakings in favor of the Company, the Joint Sponsors
|
||
and the Overall Coordinators pursuant to which they shall not dispose of its locked-up Shares on or before the
|
||
indicated date. The number of Offer Shares allocated to the ATM Designated Entities represents approximately
|
||
1.49% of the total number of Offer Shares initially available under the Global Offering and approximately
|
||
0.06% of the total issued share capital of the Company upon Listing (before any exercise of the Over-allotment
|
||
Option).
|
||
|
||
|
||
--- page 20 ---
|
||
22
|
||
8. See “Further details in respect of placing of Offer Shares to Inceptio Technology and the lock up arrangement ”
|
||
below.
|
||
9. Calculated based on (i) 7,506,282,425 existing Class B Shares held by the existing Shareholders (except the
|
||
Controlling Shareholders) prior to the Global Offering (assuming the Reclassification, Redesignation and Share
|
||
Subdivision are completed), and (ii) 25,790,600 Class B Shares placed to the existing Shareholders (except
|
||
Controlling Shareholders and Offer Shares allocated to existing Shareholders as cornerstone investors) as
|
||
placees pursuant to the Global Offering.
|
||
Further details in respect of placing of Offer Shares to Inceptio Technology and the lock up
|
||
arrangement
|
||
The Company has placed 9,564,200 Offer Shares to Inceptio Technology, representing
|
||
approximately 2.93% of the Offer Shares initially available under the Global Offering and 0.11%
|
||
of the total issued share capital of the Company immediately following the completion of the
|
||
Global Offering.
|
||
Inceptio Technology is China ’s leading developer of autonomous driving technologies for heavy-
|
||
duty trucks. Its flagship technology is the Inceptio Autonomous Driving System, a proprietary
|
||
L3 and L4 full-stack solution. Inceptio partners with leading OEMs to roll out mass-produced L3
|
||
autonomous truck. These trucks have been operated nationwide for line-haul logistics in China.
|
||
Inceptio Technology has undertaken that, without the prior written consent of the Company,
|
||
it will not, at any time during the period of six months following the Listing Date, directly or
|
||
indirectly dispose of, in any way, any of the Offer Shares it has purchased, save for certain limited
|
||
circumstances, such as transfer to any of its wholly-owned subsidiaries who will be bound by the
|
||
same obligations of Inceptio Technology.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the section headed “Structure of the Global
|
||
Offering – Conditions of the Global Offering ” in the Prospectus, 10,887 valid applications made
|
||
by the public through the HK eIPO White Form service and the CCASS EIPO service will be
|
||
conditionally allocated on the basis set out below:
|
||
Number of
|
||
Hong Kong Offer
|
||
Shares applied for
|
||
No. of valid
|
||
applications
|
||
Basis of
|
||
allotment/ballot
|
||
Approximate
|
||
percentage allotted
|
||
of the total number
|
||
of Hong Kong Offer
|
||
Shares applied for
|
||
POOL A
|
||
200 4,787 200 Shares 100.00%
|
||
400 1,752 400 Shares 100.00%
|
||
600 1,093 600 Shares 100.00%
|
||
800 424 800 Shares 100.00%
|
||
1,000 622 1,000 Shares 100.00%
|
||
1,200 161 1,200 Shares 100.00%
|
||
1,400 116 1,400 Shares 100.00%
|
||
1,600 168 1,600 Shares 100.00%
|
||
1,800 82 1,800 Shares 100.00%
|
||
2,000 552 2,000 Shares 100.00%
|
||
|
||
|
||
--- page 21 ---
|
||
23
|
||
Number of
|
||
Hong Kong Offer
|
||
Shares applied for
|
||
No. of valid
|
||
applications
|
||
Basis of
|
||
allotment/ballot
|
||
Approximate
|
||
percentage allotted
|
||
of the total number
|
||
of Hong Kong Offer
|
||
Shares applied for
|
||
3,000 178 3,000 Shares 100.00%
|
||
4,000 184 4,000 Shares 100.00%
|
||
5,000 133 5,000 Shares 100.00%
|
||
6,000 77 6,000 Shares 100.00%
|
||
7,000 34 7,000 Shares 100.00%
|
||
8,000 64 8,000 Shares 100.00%
|
||
9,000 31 9,000 Shares 100.00%
|
||
10,000 191 10,000 Shares 100.00%
|
||
20,000 87 13,400 Shares 67.00%
|
||
30,000 26 16,800 Shares 56.00%
|
||
40,000 27 20,200 Shares 50.50%
|
||
50,000 19 23,600 Shares 47.20%
|
||
60,000 11 27,000 Shares 45.00%
|
||
70,000 5 30,400 Shares 43.43%
|
||
80,000 12 33,800 Shares 42.25%
|
||
90,000 5 37,200 Shares 41.33%
|
||
100,000 19 40,600 Shares 40.60%
|
||
200,000 5 80,000 Shares 40.00%
|
||
300,000 6 119,200 Shares 39.73%
|
||
400,000 2 158,400 Shares 39.60%
|
||
TOTAL: 10,873
|
||
Total number of
|
||
Pool A successful
|
||
applicants: 10,873
|
||
POOL B
|
||
500,000 7 382,000 Shares 76.40%
|
||
600,000 1 458,200 Shares 76.37%
|
||
700,000 1 534,400 Shares 76.34%
|
||
800,000 2 610,600 Shares 76.33%
|
||
1,000,000 1 763,200 Shares 76.32%
|
||
2,000,000 1 1,525,400 Shares 76.27%
|
||
12,000,000 1 9,151,200 Shares 76.26%
|
||
TOTAL: 14
|
||
Total number of
|
||
Pool B successful
|
||
applicants: 14
|
||
The final number of Offer Shares comprising the Hong Kong Public Offering is 32,655,200
|
||
Class B Shares, representing approximately 10% of the total number of the Offer Shares initially
|
||
available under the Global Offering (before any exercise of the Over-allotment Option).
|
||
|
||
|
||
--- page 22 ---
|
||
24
|
||
RESULTS OF ALLOCATIONS
|
||
The level of indications of interests in the International Offering, the level of applications in the
|
||
Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares are also
|
||
made available on the Company ’s website at www.jtexpress.com and the website of the Stock
|
||
Exchange at www.hkexnews.hk.
|
||
The results of allocations and the Hong Kong identity card/passport/Hong Kong business
|
||
registration/certificate of incorporation numbers of successful applicants under the Hong Kong
|
||
Public Offering will be available at the times and date and in the manner specified below:
|
||
• in the announcement to be posted on the Company ’s website at www.jtexpress.com and the
|
||
Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on Thursday,
|
||
October 26, 2023;
|
||
• from the “IPO Results ” function in the IPO App and the designated results of allocations
|
||
website at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search
|
||
by ID ” function on a 24-hour basis from 8:00 a.m. on Thursday, October 26, 2023 to 12:00
|
||
midnight on Wednesday, November 1, 2023; and
|
||
• from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00
|
||
a.m. and 6:00 p.m. from Thursday, October 26, 2023 to Tuesday, October 31, 2023 (excluding
|
||
Saturday, Sunday and Hong Kong public holiday).
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by HK eIPO White Form ”
|
||
in this announcement refer to Hong Kong identity card numbers/passport numbers/Hong Kong
|
||
business registration numbers/certificate of incorporation numbers/beneficial owner identification
|
||
codes (if such applications are made by nominees as agent for the benefit of another person)
|
||
whereas those displayed in the section headed “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS ” in this announcement are provided by CCASS
|
||
Participants via CCASS. Therefore, the identification document numbers shown in the two sections
|
||
are different in nature.
|
||
Please note that the list of identification document numbers set out in this announcement may not
|
||
be a complete list of successful applicants since only successful applicants whose identification
|
||
document numbers are provided to HKSCC by CCASS Participants or via the HK eIPO White
|
||
Form service are disclosed. Applicants with beneficial names only but not identification document
|
||
numbers are not disclosed due to personal privacy issue as elaborated below. Applicants who
|
||
applied for the Hong Kong Offer Shares through their brokers or nominees can consult their
|
||
brokers or nominees to enquire about their application results.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by HK eIPO
|
||
White Form ” and “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this
|
||
announcement.
|
||
|
||
|
||
--- page 23 ---
|
||
25
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
The tables below set out the analysis of shareholding concentration in the International Offering:
|
||
• subscription of Class B Shares held by the top 1, 5, 10, 20 and 25 of the placees out of the
|
||
International Offer Shares, total Offer Shares and total issued share capital of the Company
|
||
upon Listing:
|
||
Assuming the Over-Allotment Option
|
||
is not exercised
|
||
Assuming the Over-Allotment Option
|
||
is fully exercised
|
||
Placee
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
Total
|
||
number of
|
||
Shares held
|
||
upon
|
||
Listing (1)
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
total number
|
||
of the
|
||
International
|
||
Offer Shares
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
Offer Shares
|
||
Under the
|
||
Global
|
||
Offering
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as % of the
|
||
total issued
|
||
share capital of
|
||
the Company
|
||
upon Listing
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
total number
|
||
of the
|
||
International
|
||
Offer Shares
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
Offer Shares
|
||
Under the
|
||
Global
|
||
Offering
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as % of the
|
||
total issued
|
||
share capital
|
||
of the
|
||
Company
|
||
upon Listing
|
||
Top 1 58,744,400 58,744,400 19.99% 17.99% 0.67% 17.13% 15.64% 0.66%
|
||
Top 5 179,681,800 1,109,496,375 61.14% 55.02% 12.59% 52.40% 47.85% 12.52%
|
||
Top 10 254,044,200 1,809,570,855 86.44% 77.80% 20.53% 74.09% 67.65% 20.42%
|
||
Top 20 319,573,000 2,390,734,600 108.74% 97.86% 27.13% 93.20% 85.10% 26.98%
|
||
Top 25 330,994,800 2,562,282,565 112.62% 101.36% 29.08% 96.53% 88.14% 28.92%
|
||
Note:
|
||
(1) The total number of Shares held upon Listing by the top 25 placees is grouped based on their ultimate beneficial
|
||
owner.
|
||
• For the total number of Shares held by the top 1, 5, 10, 20 and 25 of the Shareholders upon
|
||
Listing:
|
||
Assuming the Over-Allotment Option
|
||
is not exercised
|
||
Assuming the Over-Allotment Option
|
||
is fully exercised
|
||
Shareholders
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
Total number
|
||
of Shares
|
||
held upon
|
||
Listing (1)
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
total number
|
||
of the
|
||
International
|
||
Offer Shares
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
Offer Shares
|
||
Under the
|
||
Global
|
||
Offering
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as% of the
|
||
total issued
|
||
share capital
|
||
of the
|
||
Company
|
||
upon Listing
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
total number
|
||
of the
|
||
International
|
||
Offer Shares
|
||
Number of
|
||
Class B Shares
|
||
subscribed for
|
||
as % of the
|
||
Offer Shares
|
||
Under the
|
||
Global
|
||
Offering
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as % of the
|
||
total issued
|
||
share capital
|
||
of the
|
||
Company
|
||
upon Listing
|
||
Top 1 – 979,333,410 – – 11.11% – – 11.05%
|
||
Top 5 59,990,000 2,939,184,925 20.41% 18.37% 33.35% 17.50% 15.97% 33.17%
|
||
Top 10 59,990,000 4,637,501,730 20.41% 18.37% 52.63% 17.50% 15.97% 52.34%
|
||
Top 20 115,641,600 6,810,018,470 39.35% 35.41% 77.28% 33.73% 30.79% 76.85%
|
||
Top 25 129,674,800 7,431,673,440 44.12% 39.71% 84.33% 37.82% 34.53% 83.87%
|
||
Note:
|
||
(1) The total number of Shares held upon Listing by the top 25 shareholders is grouped based on their ultimate
|
||
beneficial owner.
|