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.
944 lines
33 KiB
Plaintext
944 lines
33 KiB
Plaintext
--- page 1 ---
|
||
Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
|
||
(the ‘‘ Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited
|
||
(‘‘HKSCC ’’) take no responsibility for the contents of this announcement, make no
|
||
representation as to its accuracy or complet eness and expressly disclaim any liability
|
||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
|
||
the contents of this announcement.
|
||
This announcement is not for relea se, publication, distribution, directly or indirectly, in or
|
||
into the United States (including its territo ries and possessions, any state of the United
|
||
States and the District of Columbia) or any oth er jurisdiction where such distribution is
|
||
prohibited by law. This announcement does not constitute or form a part of any offer to sell
|
||
or solicitation of an offer to buy, to purchas e or subscribe for securities nor shall there be
|
||
any sale of Offer Shares in the United States or in any other jurisdictions in which such offer
|
||
or solicitation would be unlawful. The securiti es mentioned herein have not been, and will
|
||
not be, registered under the United States S ecurities Act of 1933 as amended from time to
|
||
time (the ‘‘ U.S. Securities Act ’’) or any state securities law of the United States. The
|
||
securities may not be offered, sold, pledged, o r transferred within the United States or to, or
|
||
for the account or benefit of U.S. persons (as defined in Regulation S under the U.S.
|
||
Securities Act (‘‘Regulation S ’’)) except pursuant to an exemption from, or in a transaction
|
||
not subject to, the registration requirements of the U.S. Securities Act and in compliance
|
||
with any applicable state secur ities laws. There will be no public offering of securities in the
|
||
United States. The Offer Shares are being of fered and sold outside the United States in
|
||
offshore transactions in reliance on Re gulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not consti tute an invitation or
|
||
offer to acquire, purchase or subscribe for securities of the Company. This announcement is
|
||
not a prospectus. Potential investors should r ead the prospectus dat ed Tuesday, October 22,
|
||
2024 (the ‘‘Prospectus ’’) issued by Jiangsu Lopal Tech. Co., Ltd. (
|
||
江蘇龍蟠科技股份有限
|
||
公司)( t h e‘ ‘Company ’’) for detailed information about the Global Offering described below
|
||
before deciding whether or not to invest in t he H Shares thereby being offered. Any
|
||
investment decision in relation to the Offer S hares should be taken solely in reliance on the
|
||
information in the Prospectus.
|
||
Unless otherwise defined in this announcement, capitalised terms used herein shall have the
|
||
same meanings as those defined in the Prospectus.
|
||
–1–
|
||
|
||
|
||
--- page 2 ---
|
||
In connection with the Global Offering, Guotai Junan Securities (Hon g Kong) Limited, as
|
||
stabilizing manager (the ‘‘ Stabilizing Manager ’’), or any person acting for it, on behalf of
|
||
the Underwriters, may effect tr ansactions with a view to stabilizing or supporting the
|
||
market price of the H Shares at a level higher th an that which might otherwise prevail for a
|
||
limited period after the Listing Date. Howeve r, there is no obligation on the Stabilizing
|
||
Manager, or any person acting for it, to condu ct any such stabilizing action, which, if
|
||
commenced, will be done at the sole and absolut e discretion of the Stabilising Manager, or
|
||
any person acting for it, and may be discontinue d at any time. Any such stabilizing action is
|
||
required to be brought to an end on the 30th day after the last day for the lodging of
|
||
applications under the Hong Kong Public Offe ring, being Sunday, November 24, 2024. Such
|
||
stabilisation action, if taken, ma y be effected in all jurisdictio ns where it is permissible to do
|
||
so, in each case in compliance with all applic able laws, rules and regul atory requirements,
|
||
including the Securities and Futures (Pric e Stabilizing) Rules ( Cap. 571W of the Laws of
|
||
Hong Kong), as amended, made under the Secur ities and Futures Ordinance (Cap. 571 of
|
||
the Laws of Hong Kong).
|
||
Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor
|
||
OCs (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate their obligations under the Hong K ong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of th e 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.
|
||
Potential investors should be aware that st abilising action cannot be taken to support the
|
||
price of the H Shares for longer than the stabi lisation period which begins on the Listing
|
||
Date and is expected to expire on Sunday, Nov ember 24, 2024, being the 30th day after the
|
||
last day for the lodging of applications unde r the Hong Kong Public Offering. After this
|
||
date, no further stabilising action may be tak en, demand for the H Shares, and therefore the
|
||
price of the H Shares, could fall.
|
||
–2–
|
||
|
||
|
||
--- page 3 ---
|
||
Jiangsu Lopal Tech. Co., Ltd.
|
||
江 蘇 龍 蟠 科 技 股 份 有 限 公 司
|
||
(a joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
|
||
GLOBAL OFFERING
|
||
Number of Offer Shares under the Global Offering : 100,000,000 H Shares (subject to the
|
||
Over-allotment Option)
|
||
Number of Hong Kong Offer Shares : 10,000,000 H Shares (as adjusted after reallocation)
|
||
Number of International Offer Shares : 90,000,000 H Shares ((as adjusted after reallocation
|
||
and subject to the Over-allotment Option)
|
||
Final Offer Price : HK$5.5 per H Share plus brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange
|
||
trading fee of 0.00565% and AFRC transaction
|
||
levy of 0.00015%
|
||
Nominal value : RMB1.00 per H Share
|
||
Stock Code : 2465
|
||
Joint Sponsors
|
||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners and Joint Lead Managers
|
||
–3–
|
||
|
||
|
||
--- page 4 ---
|
||
JIANGSU LOPAL TECH. CO., LTD. / 江蘇龍蟠科技股份有限公司
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||
ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||
as those defined in the prospectus dated 22 October 2024 (the “Prospectus”) issued by Jiangsu Lopal Tech.
|
||
Co., Ltd. (the “Company”).
|
||
SUMMARY
|
||
|
||
Warning: In view of high concentration of shareholding in a small number of H Shareholders, H
|
||
Shareholders and prospective investors should be aware that the price of the H Shares could move
|
||
substantially even with a small number of H Shares traded and should exercise extreme caution when
|
||
dealing in the H Shares.
|
||
|
||
Company information
|
||
Stock code 2465
|
||
Stock short name LOPAL TECH
|
||
Dealings commencement date 30 October 2024*
|
||
*see note at the end of the announcement
|
||
|
||
Price Information
|
||
Final Offer Price HK$5.500
|
||
Offer Price Range HK$4.500 - HK$7.000
|
||
Offer Price Adjustment exercised No
|
||
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 100,000,000
|
||
Number of Offer Shares in Public Offer 10,000,000
|
||
Number of offer shares in International Offer 90,000,000
|
||
Number of issued shares upon Listing (Note) 665,078,903
|
||
|
||
Note: Without taking into account any exercise of the Over-allotment Option or exercise of outstanding
|
||
options granted under the 2023 Share Option Scheme
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 15,000,000
|
||
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
|
||
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
|
||
combination of these means. In the event the Over-allotment Option is exercised, an announcement will
|
||
be made on the Stock Exchange’s website.
|
||
|
||
Proceeds
|
||
Gross proceeds (Note) HK$ 550.00 million
|
||
Less: Estimated listing expenses payable based on Final
|
||
Offer Price
|
||
HK$ (55.00) million
|
||
Net proceeds HK$ 495.00 million
|
||
|
||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
|
||
of proceeds, please refer to the Prospectus dated 22 October 2024. The Company will adjust the
|
||
allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purpose as
|
||
set out in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
|
||
|
||
|
||
--- page 5 ---
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
|
||
No. of valid applications 6,292
|
||
No. of successful applications 5,378
|
||
Subscription level 3.99 times
|
||
Claw-back triggered No
|
||
No. of Offer Shares initially available under the Hong Kong Public
|
||
Offering
|
||
10,000,000
|
||
Final no. of Offer Shares under the Hong Kong Public Offering 10,000,000
|
||
% of Offer Shares under the Public Offer to the Global Offering
|
||
(Note)
|
||
10.0%
|
||
|
||
Notes:
|
||
1. For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
|
||
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
|
||
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
|
||
2. Assuming the Over-allotment Option is not exercised and no exercise of outstanding options granted
|
||
under the 2023 Share Option Scheme
|
||
|
||
INTERNATIONAL OFFERING
|
||
|
||
No. of placees 128
|
||
Subscription Level 3.23 times
|
||
No. of Offer Shares initially available under the International
|
||
Offering
|
||
90,000,000
|
||
Final no. of Offer Shares under the International Offering 90,000,000
|
||
% of Offer Shares under the International Offer to the Global
|
||
Offering (Note)
|
||
90.00%
|
||
|
||
Note: Assuming the Over-allotment Option is not exercised and no exercise of outstanding options granted
|
||
under the 2023 Share Option Scheme
|
||
The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from
|
||
strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2) of Appendix F1 to
|
||
the Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to
|
||
allocate certain Offer Shares in the International Offering to certain Existing Minority Shareholders and
|
||
their close associates, (i) none of the Offer Shares subscribed by the placees and the public have been
|
||
financed directly or indirectly by the Company, any of the Directors, chief executive of the Company,
|
||
controlling shareholders, substantial shareholders, existing shareholders of the Company or any of its
|
||
subsidiaries or their respective close associates; and (ii) none of the placees and the public who have
|
||
purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
|
||
chief executive of the Company, controlling shareholders, substantial shareholders, existing shareholders of
|
||
the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
|
||
disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
|
||
|
||
|
||
--- page 6 ---
|
||
As (i) the Hong Kong Public Offering is oversubscribed by less than 15 times and (ii) the reallocation
|
||
pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described in the section headed
|
||
“Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” of the Prospectus is not
|
||
exercised, no clawback arrangement will be triggered.
|
||
|
||
The placees in the International Offering include the following:
|
||
Cornerstone Investor
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised and
|
||
no exercise of
|
||
outstanding
|
||
options granted
|
||
under the 2023
|
||
Share Option
|
||
Scheme)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
Harvest
|
||
International
|
||
Premium Value
|
||
(Secondary
|
||
Market) Fund
|
||
SPC acting on
|
||
behalf
|
||
of and for the
|
||
account of
|
||
Harvest Oriental
|
||
SP (“Harvest
|
||
Oriental”) 20,000,000 20.00%
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
20.00% 3.01% No
|
||
Total 20,000,000 20.00% 20.00% 3.01%
|
||
|
||
Note:
|
||
For further details of the cornerstone investor, please refer to the section headed “Cornerstone Investor” of
|
||
the Prospectus.
|
||
|
||
|
||
--- page 7 ---
|
||
Allottees with waivers/consents obtained
|
||
|
||
Investor
|
||
No. of
|
||
shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised and
|
||
no exercise of
|
||
outstanding
|
||
options granted
|
||
under the 2023
|
||
Share Option
|
||
Scheme) Relationship*
|
||
MORGAN
|
||
STANLEY &
|
||
CO
|
||
INTERNATIO
|
||
NAL PLC
|
||
2,692,000
|
||
(Note 1) 2.69%
|
||
2.69%
|
||
0.40% (Note 2)
|
||
Existing
|
||
Minority
|
||
Shareholders
|
||
Total 2,692,000 2.69% 2.69% 0.40%
|
||
|
||
Notes:
|
||
1. The H Shares placed to the above allottee are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
2. Represents the number of H Shares allocated to such placee (without taking into account the A
|
||
Shares held by such placee before the Global Offering) divided by the total issued share capital of
|
||
the Company after the Global Offering.
|
||
|
||
*The Company has applied for, and the Exchange has approved, a waiver from strict compliance with
|
||
Main Board Rule 10.04. Please refer to the “Waivers From Strict Compliance With The Hong Kong
|
||
Listing Rules And Exemptions From Compliance With The Companies (Winding Up And Miscellaneous
|
||
Provisions) Ordinance” section in the Company’s Prospectus and the section headed “Others/
|
||
Additional Information – Placing to existing Shareholders and/or 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 the
|
||
Placing Guidelines” in this announcement for further details.
|
||
|
||
|
||
--- page 8 ---
|
||
Allottees who are customer(s) or client(s) / supplier(s) of the issuer
|
||
Investor Number of Offer
|
||
Shares allocated
|
||
% of total issued H
|
||
Shares immediately
|
||
following the
|
||
completion of
|
||
the Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised and
|
||
no exercise of
|
||
outstanding options
|
||
granted under the
|
||
2023 Share Option
|
||
Scheme)
|
||
% of the total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
completion of
|
||
the Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised and
|
||
no exercise of
|
||
outstanding options
|
||
granted under the
|
||
2023 Share Option
|
||
Scheme)
|
||
Relationship
|
||
Infinitude Holding
|
||
Limited (Note)
|
||
4,957,000 4.96% 0.75% Customer of
|
||
the issuer
|
||
|
||
Note: The ultimate beneficial owner of Infinitude Holding Limited is REPT BATTERO Energy Co., Ltd. (stock
|
||
code: 0666), which is one of the Company’s major customers during the Track Record Period. Please refer
|
||
to the section headed “Business – Our Businesses – LFP Cathode Materials” in the Prospectus for further
|
||
details.
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised
|
||
and no exercise of
|
||
outstanding options
|
||
granted under the 2023
|
||
Share Option Scheme)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Shi Junfeng / 石俊峰
|
||
(Note 1)
|
||
238,182,052 35.81% 29 April 2025 (First Six-
|
||
Month Period) Note 2
|
||
29 October 2025
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Zhu Xianglan / 朱香蘭
|
||
(Note 1)
|
||
238,182,052 35.81% 29 April 2025 (First Six-
|
||
Month Period) Note 2
|
||
29 October 2025
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Nanjing Bailey Venture
|
||
Capital Center (Limited
|
||
Partnership) / 南京貝利
|
||
1,901,208 0.29% 29 April 2025 (First Six-
|
||
Month Period) Note 2
|
||
|
||
|
||
--- page 9 ---
|
||
Name
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised
|
||
and no exercise of
|
||
outstanding options
|
||
granted under the 2023
|
||
Share Option Scheme)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
創業投資中心(有限合
|
||
夥)(Note 1)
|
||
29 October 2025
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Lopal International
|
||
Holdings Co., Ltd. / 龍
|
||
蟠國際控股有限公司
|
||
(“Lopal International”)
|
||
(Note 1)
|
||
1,901,208 0.29% 29 April 2025 (First Six-
|
||
Month Period) Note 2
|
||
29 October 2025
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
|
||
Notes
|
||
1. Immediately following the completion of the Global Offering (assuming the Over -allotment Option
|
||
is not exercised and the options granted under the 2023 Share Option Scheme are not exercised),
|
||
Mr. Shi, Ms. Zhu (Mr. Shi’s wife) and Nanjing Bailey will direct ly own approximately 31.98%,
|
||
3.55% and 0.29% respectively of the total issued share capital of our Company, representing
|
||
approximately 32.08%, 3.56% and 0.29%, respectively, of the voting rights of the Company (which
|
||
excluded the 2,082,400 A shares held by the Company as treasury shares). Lopal International was
|
||
the general partner of Nanjing Bailey and was owned as to 90% by Mr. Shi and as to 10% by Ms.
|
||
Zhu. Accordingly, Mr. Shi, Ms. Zhu, Lopal International and Nanjing Bailey will be a group of
|
||
Controlling Shareholders controlling in aggregate approximately 35.81% of the total issued share
|
||
capital of our Company, representing approximately 35.93% of the voting rights of our Company
|
||
(which excluded the 2,082,400 A shares held by the Company as treasury shares), upon Listing.
|
||
|
||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock -up for the first six -month period
|
||
ends on 29 April 2025. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject
|
||
to that the Controlling Shareholder will not cease to be a Controlling Shareholder.
|
||
|
||
3. In accordance with the relevant Listing Rule/guidance materials, the required lock -up for the second six-month period,
|
||
on 29 October 2025. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares
|
||
after the indicated date.
|
||
|
||
|
||
--- page 10 ---
|
||
Cornerstone Investor
|
||
Name
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised and no
|
||
exercise of
|
||
outstanding
|
||
options granted
|
||
under the 2023
|
||
Share Option
|
||
Scheme)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Harvest Oriental 20,000,000 20.00% 3.01% 29 April
|
||
2025
|
||
Subtotal 20,000,000 20.00% 3.01%
|
||
|
||
In accordance with the Cornerstone Investment Agreement, the required lock-up ends on 29 April 2025.
|
||
The Cornerstone Investor will cease to be prohibited from disposing of or transferring H Shares
|
||
subscribed for pursuant to the Cornerstone Investment Agreement after the indicated date.
|
||
|
||
|
||
--- page 11 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
(Note 1)
|
||
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 in full 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 in
|
||
full 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 in full and new H
|
||
Shares are issued)
|
||
Top 1 20,000,000 22.22% 19.05% 20.00% 17.39% 20,000,000 3.01% 2.94%
|
||
Top 5 54,774,000 60.86% 52.17% 54.77% 47.63% 54,774,000 8.24% 8.05%
|
||
Top 10 78,363,000 87.07% 74.63% 78.36% 68.14% 78,363,000 11.78% 11.52%
|
||
Top 25 103,266,000 114.74% 98.35% 103.27% 89.80% 103,638,355 15.58% 15.24%
|
||
|
||
Notes
|
||
1. Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
2. All percentages above are calculated on the assumption that there is no exercise of outstanding options granted under the 2023 Share Option Scheme.
|
||
|
||
|
||
--- page 12 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders
|
||
(Note 1)
|
||
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 in
|
||
full and
|
||
new H
|
||
Shares
|
||
arssue
|
||
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
|
||
in full
|
||
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
|
||
in full
|
||
and
|
||
new H
|
||
Shares
|
||
are
|
||
issued)
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number
|
||
of
|
||
Shares
|
||
held
|
||
prior to
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
Top 1 20,000,000 22.22% 19.05% 20.00% 17.39% 20,000,000 20.00% 17.39% 0 20,000,000
|
||
Top 5 54,774,000 60.86% 52.17% 54.77% 47.63% 54,774,000 54.77% 47.63% 0 54,774,000
|
||
Top 10 78,363,000 87.07% 74.63% 78.36% 68.14% 78,363,000 78.36% 68.14% 0 78,363,000
|
||
Top 25 103,708,000 113.25% 97.07% 103.71% 90.18% 103,708,000 103.71% 90.18% 372,355 104,080,355
|
||
|
||
Notes
|
||
1. Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
2. All percentages above are calculated on the assumption that there is no exercise of outstanding options granted
|
||
under the 2023 Share Option Scheme.
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Sharehol
|
||
ders (Note
|
||
1)
|
||
Number of
|
||
H Shares all
|
||
otted
|
||
|
||
Allotment
|
||
as % of
|
||
Internatio
|
||
nal
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full 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 in
|
||
full 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 in
|
||
full and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 238,182,052 35.81% 35.02%
|
||
Top 5 47,721,500 53.02% 45.45% 47.72% 41.50% 47,721,500 285,903,552 42.99% 42.04%
|
||
Top 10 65,330,500 72.59% 62.22% 65.33% 56.81% 65,330,500 315,709,614 47.47% 46.42%
|
||
Top 25 92,154,000 102.39% 87.77% 92.15% 80.13% 92,154,000 365,678,161 54.98% 53.77%
|
||
|
||
|
||
--- page 13 ---
|
||
Notes
|
||
1. Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
2. All percentages above are calculated on the assumption that there is no exercise of outstanding options granted
|
||
under the 2023 Share Option Scheme.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF
|
||
SHARES APPLIED FOR
|
||
POOL A
|
||
500 3,049 2,135 out of 3,049 to receive 500 Shares 70.02%
|
||
1,000 944 500 Shares 50.00%
|
||
1,500 370 500 Shares plus 63 out of 370 to receive additional 500 Shares 39.01%
|
||
2,000 291 500 Shares plus 115 out of 291 to receive additional 500 Shares 34.88%
|
||
2,500 148 500 Shares plus 88 out of 148 to receive additional 500 Shares 31.89%
|
||
3,000 199 500 Shares plus 159 out of 199 to receive additional 500 Shares 29.98%
|
||
3,500 52 1,000 Shares 28.57%
|
||
4,000 98 1,000 Shares plus 16 out of 98 to receive additional 500 Shares 27.04%
|
||
4,500 37 1,000 Shares plus 14 out of 37 to receive additional 500 Shares 26.43%
|
||
5,000 262 1,000 Shares plus 157 out of 262 to receive additional 500 Shares 25.99%
|
||
6,000 70 1,000 Shares plus 53 out of 70 to receive additional 500 Shares 22.98%
|
||
7,000 68 1,500 Shares 21.43%
|
||
8,000 52 1,500 Shares plus 17 out of 52 to receive additional 500 Shares 20.79%
|
||
9,000 18 1,500 Shares plus 12 out of 18 to receive additional 500 Shares 20.37%
|
||
10,000 242 2,000 Shares 20.00%
|
||
15,000 99 2,000 Shares plus 50 out of 99 to receive additional 500 Shares 15.02%
|
||
20,000 65 2,500 Shares 12.50%
|
||
25,000 35 2,500 Shares plus 18 out of 35 to receive additional 500 Shares 11.03%
|
||
30,000 46 3,000 Shares 10.00%
|
||
35,000 12 3,000 Shares plus 6 out of 12 to receive additional 500 Shares 9.29%
|
||
40,000 19 3,500 Shares 8.75%
|
||
45,000 11 3,500 Shares plus 6 out of 11 to receive additional 500 Shares 8.38%
|
||
50,000 25 4,000 Shares 8.00%
|
||
60,000 9 4,000 Shares plus 5 out of 9 to receive additional 500 Shares 7.13%
|
||
70,000 8 4,500 Shares 6.43%
|
||
80,000 7 4,500 Shares plus 4 out of 7 to receive additional 500 Shares 5.98%
|
||
90,000 4 5,000 Shares 5.56%
|
||
100,000 23 5,000 Shares plus 12 out of 23 to receive additional 500 Shares 5.26%
|
||
200,000 10 10,000 Shares 5.00%
|
||
300,000 5 14,500 Shares 4.83%
|
||
|
||
|
||
--- page 14 ---
|
||
400,000 1 19,000 Shares 4.75%
|
||
600,000 1 28,000 Shares 4.67%
|
||
700,000 2 32,000 Shares 4.57%
|
||
6,282 Total number of Pool A successful applicants: 5,368
|
||
POOL B
|
||
800,000 4 357,500 Shares 44.69%
|
||
1,000,000 4 446,500 Shares 44.65%
|
||
2,000,000 2 892,000 Shares 44.60%
|
||
10 Total number of Pool B successful applicants: 10
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants . Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
|
||
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Placing 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 the
|
||
Placing Guidelines
|
||
|
||
Our 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 the
|
||
Placing Guidelines to permit our Company to allocate such Offer Shares in the International Offering to
|
||
the Existing Minority Shareholders and their close associates listed above. The allocation of Offer
|
||
Shares to such Existing Minority Shareholders and their close associates is in compliance with all the
|
||
conditions under the waiver/consent granted by the Stock Exchange, including but not limited to (i) each
|
||
of such Existing Minority Shareholders to whom our Company allocated H Shares in the International
|
||
Offering holds less than 5% of the voting rights of our Company before Listing, and (ii) each of such
|
||
existing Existing Minority is not a core connected person of our Company or any close associate of any
|
||
such core connected person immediately prior to the Global Offering.
|
||
|
||
For details of the allocations of Offer Shares to Existing Minority Shareholders and their close
|
||
associates, please refer to the section headed “Allotment Results Details – International Offer – Allotees
|
||
with Waivers/Consents Obtained” in this announcement.
|
||
|
||
|
||
--- page 15 ---
|
||
Reallocation
|
||
|
||
As (i) the Hong Kong Public Offering is oversubscribed by less than 15 times and (ii) the reallocation
|
||
pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described in the section headed
|
||
“Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” of the Prospectus is
|
||
not exercised, no clawback arrangement will be triggered.
|
||
|
||
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 ment ioned
|
||
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 registra tion 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 22 October 2024 issued by Jiangsu Lopal Tech. Co., Ltd.
|
||
for detailed information about the Global Offering described below before deciding whether or not
|
||
to invest in the H Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsor-OCs (for themselves and
|
||
on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
|
||
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses
|
||
– Hong Kong Public Offering –Grounds for Termination ” in the Prospectus at any time prior to
|
||
8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on 30 October
|
||
2024).
|
||
|
||
|
||
--- page 16 ---
|
||
PUBLIC FLOAT
|
||
|
||
Our Directors confirm that, immediately following completion of the Global Offering: (i) at least 25%
|
||
of the total number of issued Shares will be held by the public, in compliance with Rule 8.08(1) of the
|
||
Listing Rules; (ii) the H 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; (iii) 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; (iv) no placee will, individually, be placed more than 10% of the enlarged
|
||
issued share capital of our Company immediately after the Global Offering; and (v) there will not be
|
||
any new substantial Shareholder (as defined in the Listing Rules) of our Company.
|
||
|
||
|
||
--- page 17 ---
|
||
COMMENCEMENT OF DEALINGS
|
||
H Share certificates will only become valid evidence of title at 8 : 00 a.m. on Wednesday,
|
||
October 30, 2024 (Hong Kong time), provid ed that the Global Offering has become
|
||
unconditional and the right of terminat ion described in the section headed
|
||
‘‘Underwriting’’ in the Prospectus has not been exercised. Investors who trade H
|
||
Shares prior to the receipt of H Share certificates or prior to the H Share certificates
|
||
becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00
|
||
a.m. in Hong Kong on Wednesday, October 30, 2024, it is expected that dealings in the H
|
||
Shares on the Stock Exchange will commenc e at 9 : 00 a.m. on Wednesday, October 30,
|
||
2024. The H Shares will be traded in board lots of 500 H Shares each and the stock code
|
||
of the H Shares will be 2465.
|
||
By order of the Board
|
||
Jiangsu Lopal Tech. Co., Ltd.
|
||
(江蘇龍蟠科技股份有限公司)
|
||
Shi Junfeng
|
||
Chairman and Executive Director
|
||
Hong Kong, October 29, 2024
|
||
As at the date of this announcement, the Boa rd comprises (i) Mr. Shi Junfeng, Mr. Lu
|
||
Zhenya, Mr. Qin Jian, Mr. Shen Zhiyong and M r. Zhang Yi as executive Directors; (ii)
|
||
Ms. Zhu Xianglan as non-executive Directo r; (iii) Mr. Li Qingwen, Mr. Ye Xin and Ms.
|
||
Geng Chengxuan as independent non-execu tive Directors and Mr. Hong Kam Le as
|
||
proposed independent non-executive Director.
|
||
–4–
|