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.
3496 lines
118 KiB
Plaintext
3496 lines
118 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”,
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or the “Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
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responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and
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expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated April 13, 2026 (the “Prospectus ”) of Victory Giant Technology (HuiZhou) Co.,
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Ltd. (Ҧ (ψ)ʮ̡ ) (the “Company ”). This announcement is made by the order of the board (the
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“Board ”) of directors (the “Directors ”) of the Company. The Board collectively and individually accept responsibility
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for the accuracy of this announcement.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
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for detailed information about the Global Offering described below before deciding whether or not to invest in
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the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
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information provided in the Prospectus.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia or any other
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jurisdiction where such distribution is prohibited by laws). This announcement does not constitute or form a part of
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any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The
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securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933
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as amended from time to time (the “U.S. Securities Act ”) or securities law of any state or other jurisdiction of the
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United States. The securities may not be offered, sold, pledged or otherwise transferred within the United States except
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pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any
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applicable state securities laws, or outside the United States unless in compliance with Regulation S under the U.S.
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Securities Act. There will be no public offer of securities in the United States.
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In connection with the Global Offering, J.P. Morgan Securities (Asia Pacific) Limited as stabilizing manager (the
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“Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the extent
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permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts
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and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
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its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest
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of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days
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of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, May 16, 2026).
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Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, May 16, 2026).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
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Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
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terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set
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out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
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Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date.
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--- page 2 ---
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2
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Victory Giant Technology (HuiZhou) Co., Ltd.
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Ҧ ( ψ )ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 95,850,000 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 8,334,800 H Shares (including 482,000
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Overseas Employee Reserved Shares)
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Number of International Offer Shares : 87,515,200 H Shares (including 7,501,300
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PRC Employee Reserved Shares, taking
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into account the full exercise of the Offer
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Size Adjustment Option and subject to
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the Over-allotment Option)
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Final Offer Price : HK$209.88 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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Nominal value : RMB1.00 per H Share
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Stock code : 2476
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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3
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Victory Giant Technology (HuiZhou) Co., Ltd. / 勝宏科技(惠州)股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of the H Shares traded and should exercise extreme caution
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when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2476
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Stock short name VGT
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Dealings commencement date April 21, 2026*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$209.88
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Maximum Offer Price HK$209.88
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Offer Shares and Share Capital
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Number of Offer Shares (after taking into account the full
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exercise of the Offer Size Adjustment Option)
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95,850,000
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Final Number of Offer Shares in Hong Kong Public Offering
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Note 1
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8,334,800
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Final Number of Offer Shares in International Offering
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(after taking into account the full exercise of the Offer Size
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Adjustment Option) Note 2
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87,515,200
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Number of issued Shares upon Listing (before exercise of the
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Over-allotment Option) Note 3
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968,407,313
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Notes:
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1. Including 482,000 Overseas Employee Reserved Shares under the Overseas Employee Preferential
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Offering.
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2. Including 7,501,300 PRC Employee Reserved Shares under the PRC Employee Preferential Offering.
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3. Including 217,443 A Shares held by the Company as treasury shares.
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 12,502,000
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- Hong Kong Public Offering N/A
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- International Offering 12,502,000
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The Offer Size Adjustment Option has been exercised in full by the Sponsor-Overall Coordinators,
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pursuant to which the Company is issuing and allotting 12,502,000 additional Offer Shares, representing
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approximately 15.00% of the total number of Offer Shares initially available under the Global Offering,
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at the final Offer Price.
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Over-allocation
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--- page 4 ---
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4
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No. of Offer Shares over-allocated 14,377,500
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$20,117.00 million
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Less: Estimated listing expenses payable based on final
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Offer Price
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HK$227.60 million
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Net proceeds HK$19,889.40 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
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and the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and
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Use of Proceeds” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING (Excluding the Overseas Employee Preferential Offering)
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No. of valid applications 250,606
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No. of successful applications 57,137
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Subscription level 431.15 times
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Claw-back triggered N/A
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No. of Offer Shares excluded Overseas Employee Reserved Shares
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initially available under the Hong Kong Public Offering
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7,501,400
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Final no. of Offer Shares excluded Overseas Employee Reserved
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Shares under the Hong Kong Public Offering (after reallocation
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from Overseas Employee Preferential Offering)
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7,852,800
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% of Offer Shares excluded Overseas Employee Reserved Shares
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under the Hong Kong Public Offering to the Global Offering (after
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taking into account the full exercise of the Offer Size Adjustment
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Option)
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8.19%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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Overseas Employee Preferential Offering
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No. of valid applications 46
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Subscription level 0.58 times
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No. of Overseas Employee Reserved Shares initially available under
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the Overseas Employee Preferential Offering
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833,400
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Final no. of Overseas Employee Reserved Shares under the
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Overseas Employee Preferential Offering
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482,000
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--- page 5 ---
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5
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Under-subscription of Overseas Employee Reserved Shares and
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made available to the Hong Kong Public Offering
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351,400
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Note: The 351,400 under-subscribed Overseas Employee Reserved Shares were reallocated to the Hong Kong
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Public Offering for subscription by the public in Hong Kong. For details of the final allocation of shares to
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the Overseas Employee Preferential Offering, Overseas Eligible Employees can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees. For details of the Overseas Employee Preferential
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Offering, please refer to the section headed “Structure of the Global Offering – The Overseas Employee
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Preferential Offering” of the Prospectus and the section headed “Others / Additional Information –
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Allocations under the Overseas Employee Preferential Offering” in this announcement.
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INTERNATIONAL OFFERING (Excluding the PRC Employee Preferential Offering)
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No. of placees (excluding the PRC Employee Preferential Offering) 341
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Subscription level (excluding the PRC Employee Reserved Shares
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under the PRC Employee Preferential Offering)
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18.5 times
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No. of Offer Shares initially available under the International
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Offering (excluding the PRC Employee Reserved Shares under the
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PRC Employee Preferential Offering)
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67,511,900
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Final no. of Offer Shares under the International Offering
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(excluding the PRC Employee Reserved Shares under the PRC
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Employee Preferential Offering and after taking into account the
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full exercise of the Offer Size Adjustment Option)
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80,013,900
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% of Offer Shares under the International Offering to the Global
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Offering (excluding the PRC Employee Reserved Shares under the
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PRC Employee Preferential Offering and after taking into account
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the full exercise of the Offer Size Adjustment Option)
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83.48%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from
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strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix F1
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to the Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit H Shares in the
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International Offering to be placed to certain Existing Minority Shareholders and/or their close associates;
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(b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among
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other things, allocate further H Shares in the International Offering to certain existing Shareholders and
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Cornerstone Investors and/or their respective close associates; and (c) a waiver from strict compliance with
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Rules 10.03, 10.04 and 9.09(b) of the Listing Rules and a consent under paragraph 1C(2) of the Placing
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Guidelines granted by the Stock Exchange to permit the Company to allocate certain Offer Shares to the
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Eligible Core Connected Person Participants on a preferential basis under the PRC Employee Preferential
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Offering, (i) none of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, the Largest Group of
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Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates; and (ii) none of the placees and the public who have purchased the Offer
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Shares are accustomed to taking instructions from the Company, any of the Directors, chief executive of the
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Company, the Largest Group of Shareholders, substantial Shareholders, existing Shareholders of the Company
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or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
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other disposition of the H Shares registered in his/her/its name or otherwise held by him/her/it.
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PRC Employee Preferential Offering
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--- page 6 ---
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6
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No. of valid applications 1*
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Subscription level 1.00 time
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No. of PRC Employee Reserved Shares initially available under the
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PRC Employee Preferential Offering
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7,501,300
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Final no. of PRC Employee Reserved Shares under the PRC
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Employee Preferential Offering
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7,501,300
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* The number of PRC Eligible Employees participated in the PRC Employee Preferential Offering is 145.
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For details of the PRC Employee Preferential Offering, please refer to the section headed “Structure of the
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Global Offering – The PRC Employee Preferential Offering” of the Prospectus and the section headed “Others
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/ Additional Information – Allocations under the PRC Employee Preferential Offering” in this announcement.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated
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% of H Shares
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(after taking
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into account the
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full exercise of
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the Offer Size
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Adjustment
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Option and
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assuming the
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Over-allotment
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Option is not
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exercised) Note 1
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% of total issued
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share capital after
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the Global Offering
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(after taking into
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account the full
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exercise of the
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Offer Size
|
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Adjustment Option
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and assuming the
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Over-allotment
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Option is not
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exercised)
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Existing
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shareholders or
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their close
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associates Note 2
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CPE Rosewood Investment
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Limited (“CPE Rosewood”)2,800,700 2.92% 0.29% No
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Janchor Partners Pan-Asian
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Master Fund (“Janchor
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Fund”) 2,800,700 2.92% 0.29% No
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Yunfeng Capital
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New Alternative Limited
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(“New Alternative”) 1,493,700 1.56% 0.15% No
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New Golden Future Limited 746,800 0.78% 0.08% No
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Deliante Holdings Co., Ltd.
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(“Deliante”) 1,979,200 2.06% 0.20% No
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Hong Kong Mason
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Electronics Co., Ltd. (香港麥
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遜電子有限公司) (“Hong
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Kong Mason”) 1,867,100 1.95% 0.19% No
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Morgan Stanley & Co.
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International plc (“MSIP”) 1,307,000 1.36% 0.13% Yes
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Foresight Global Superior
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Choice SPC – Global Superior
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Choice Fund 1 SP, Foresight 1,120,300 1.17% 0.12% Yes
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--- page 7 ---
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7
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Investor
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No. of Offer
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Shares
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allocated
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% of H Shares
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(after taking
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into account the
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full exercise of
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the Offer Size
|
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Adjustment
|
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Option and
|
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assuming the
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Over-allotment
|
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Option is not
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exercised) Note 1
|
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% of total issued
|
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share capital after
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the Global Offering
|
||
(after taking into
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account the full
|
||
exercise of the
|
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Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
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exercised)
|
||
Existing
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shareholders or
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their close
|
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associates Note 2
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Global Superior Choice SPC –
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Vision Fund 1 SP, and
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Foresight Global Superior
|
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Choice SPC – Horizon Fund 1
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SP (“Foresight”)
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HHLR Advisors, Ltd.
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(“HHLRA”) 1,120,300 1.17% 0.12% No
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Pinpoint Asset Management
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Limited (“Pinpoint”) 1,120,300 1.17% 0.12% Yes
|
||
Sunshine Life Insurance
|
||
Corporation Limited
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(“Sunshine Life”) 1,120,300 1.17% 0.12% Yes
|
||
Tanwan Inc. (“Tanwan”) 1,120,300 1.17% 0.12% No
|
||
Tropical Terrain Limited 1,120,300 1.17% 0.12% No
|
||
Yong Rong (HK) Asset
|
||
Management Limited (涌容
|
||
(香港)資產管理有限公司)
|
||
(“YR Asset Management”)1,120,300 1.17% 0.12% No
|
||
Huizhou Huilian Investment
|
||
Partnership (Limited
|
||
Partnership) (惠州市惠聯投
|
||
資合夥企業(有限合夥))
|
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(“Huizhou Huilian”) 1,073,500 1.12% 0.11% No
|
||
Greenwoods Asset
|
||
Management Hong Kong
|
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Limited (“HK Greenwoods”)933,500 0.97% 0.10% No
|
||
Bosera Asset Management
|
||
(International) Co., Limited
|
||
(“Bosera International”) 746,800 0.78% 0.08% Yes
|
||
Cloudview Capital Limited
|
||
(“Cloudview”) 746,800 0.78% 0.08% No
|
||
CNCB (Hong Kong)
|
||
Investment Limited (信銀(香
|
||
港)投資有限公司) (“CNCB
|
||
Investment”) 746,800 0.78% 0.08% No
|
||
Greater Bay Area Homeland Investments Limited (“GBAHIL”)
|
||
Mega Prime Development
|
||
Limited (“Mega Prime”) 466,700 0.49% 0.05% No
|
||
|
||
|
||
--- page 8 ---
|
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8
|
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Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates Note 2
|
||
Poly Platinum Enterprises
|
||
Limited (“Poly Platinum”)280,000 0.29% 0.03% No
|
||
Golden K2 Falcon Open-
|
||
ended Fund Company
|
||
(“Golden K2 Falcon”) 746,800 0.78% 0.08% No
|
||
Infore Funds Series 1 Open-
|
||
ended Fund Company
|
||
(“Infore Capital”) 746,800 0.78% 0.08% No
|
||
Metazone Link (HK) Limited
|
||
(“Metazone”) 746,800 0.78% 0.08% No
|
||
MY Asian Opportunities
|
||
Master Fund, L.P. (“MY
|
||
Asian”) 746,800 0.78% 0.08% No
|
||
Ovata Capital Management
|
||
Limited (“Ovata Capital”)746,800 0.78% 0.08% No
|
||
SR Wealth Securities Limited
|
||
(“SR Wealth”) 746,800 0.78% 0.08% No
|
||
Ruihua (International)
|
||
Investment Limited (“Ruihua
|
||
Investment”) 746,800 0.78% 0.08% No
|
||
Tianhong Asset Management
|
||
Co., Ltd. (天弘基金管理有限
|
||
公司) (“Tianhong Fund”) 746,800 0.78% 0.08% Yes
|
||
Ye Guofu (葉國富) 746,800 0.78% 0.08% No
|
||
CloudAlpha Capital
|
||
Management Limited
|
||
(“CloudAlpha Capital”) 560,100 0.58% 0.06% No
|
||
Everbright Wealth
|
||
Management Co., Ltd.
|
||
(“Everbright Wealth
|
||
Management”) 560,100 0.58% 0.06% Yes
|
||
Jump Trading Pacific Pte. Ltd.
|
||
(“Jump Trading”) 560,100 0.58% 0.06% Yes
|
||
Luhua Daosheng (Beijing)
|
||
Enterprise Management &
|
||
Development Co., Ltd. (魯花
|
||
道生(北京)企業管理發展有
|
||
限公司) (“Luhua Daosheng”)560,100 0.58% 0.06% No
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates Note 2
|
||
Mirae Asset Securities Co.,
|
||
Ltd. (“Mirae Asset”) 560,100 0.58% 0.06% No
|
||
Panjing Harbourview
|
||
Investment Fund (盤京港景投
|
||
資基金) (“Panjing Fund”) 560,100 0.58% 0.06% No
|
||
Wind Sabre Fund SPC
|
||
(“WSOF”) 560,100 0.58% 0.06% No
|
||
Black Dragon AP SPV1
|
||
(“Black Dragon”) 373,400 0.39% 0.04% No
|
||
HQ TELECOM SINGAPORE
|
||
PTE. LTD. (“Huaqin
|
||
Singapore”) 373,400 0.39% 0.04% No
|
||
Total 37,220,100 38.83% 3.84%
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the
|
||
Global Offering.
|
||
2. In addition to the Offer Shares subscribed for as Cornerstone Investors, certain Cornerstone Investors and/or their close associates
|
||
were allocated further Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment Results
|
||
Details – International Offering – Allottees with Waivers / Consents Obtained” in this announcement for details. Only the Offer
|
||
Shares subscribed for as Cornerstone Investors are subject to lock-up restrictions as indicated below. For details, please refer to
|
||
the section headed “Lock-up Undertakings –Cornerstone Investors” in this announcement.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Allottees with Waivers / Consents Obtained
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
|
||
paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority
|
||
Shareholders holding more than 1% of the issued share capital of the Company immediately prior to the
|
||
completion of the Global Offering and/or their close associates
|
||
E Fund Management Co.,
|
||
Ltd. (“E Fund”) 102,300 0.11% 0.01%
|
||
E Fund also manages
|
||
other fund products,
|
||
each holding less than
|
||
1% of the issued share
|
||
capital but in
|
||
aggregate holding
|
||
more than 1% of the
|
||
issued share capital of
|
||
the Company.
|
||
E Fund Management
|
||
(Hong Kong) Co., Ltd.
|
||
(“E Fund HK”) 17,700 0.02% 0.002%
|
||
E Fund HK is wholly
|
||
owned by E Fund,
|
||
which also manages
|
||
other fund products,
|
||
each holding less than
|
||
1% of the issued share
|
||
capital but in
|
||
aggregate holding
|
||
more than 1% of the
|
||
issued share capital of
|
||
the Company.
|
||
Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations of further H Shares to existing Shareholders and Cornerstone Investors and/or
|
||
their close associates Note 2
|
||
Janchor Partners Limited 2,800,700 2.92% 0.29%
|
||
Close associate of
|
||
Janchor Fund, one of
|
||
the Cornerstone
|
||
Investors
|
||
New Golden Future
|
||
Limited 1,867,100 1.95% 0.19%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
MSIP 660,000 0.69% 0.07%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Foresight Fund (Hong
|
||
Kong) Limited 500,000 0.52% 0.05%
|
||
Close associate of
|
||
Foresight, one of the
|
||
Cornerstone Investors
|
||
HHLRA 522,800 0.55% 0.05%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Pinpoint 522,800 0.55% 0.05%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Sunshine Life 522,800 0.55% 0.05%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Boyu Capital
|
||
Management (Singapore)
|
||
Pte. Ltd. 522,800 0.55% 0.05%
|
||
Close associate of
|
||
Tropical Terrain
|
||
Limited, one of the
|
||
Cornerstone Investors
|
||
YR Asset Management 522,800 0.55% 0.05%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
HK Greenwoods 396,600 0.41% 0.04%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Shanghai Greenwoods
|
||
Asset Management Co.,
|
||
Ltd. (上海景林資產管理
|
||
有限公司, “Shanghai
|
||
Greenwoods”) and
|
||
Huatai Capital
|
||
Investment Limited
|
||
(“HTCI”) (in connection
|
||
with the OTC swap) 44,000 0.05% 0.005%
|
||
Shanghai Greenwoods
|
||
is a close associate of
|
||
HK Greenwoods, one
|
||
of the Cornerstone
|
||
Investors
|
||
Bosera International 746,800 0.78% 0.08%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Cloudview 351,000 0.37% 0.04%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
CNCB Investment 351,000 0.37% 0.04%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
China Asset Management
|
||
(Hong Kong) Limited 120,000 0.13% 0.01% Close associate of
|
||
CNCB Investment,
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
one of the Cornerstone
|
||
Investors
|
||
Mega Prime 219,400 0.23% 0.02%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Poly Platinum 131,600 0.14% 0.01%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Infore Capital 133,600 0.14% 0.01%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Infore Capital
|
||
Management Co., Ltd.
|
||
(盈峰資本管理有限公
|
||
司, “Infore Capital
|
||
Management”) and
|
||
CITIC Securities Asset
|
||
Management Company
|
||
Limited (in connection
|
||
with the OTC swap) 70,000 0.07% 0.01%
|
||
Infore Capital
|
||
Management is a close
|
||
associate of Infore
|
||
Capital, one of the
|
||
Cornerstone Investors
|
||
Infore Capital
|
||
Management and GF
|
||
Global Capital Limited
|
||
(“GFGC”) (in
|
||
connection with the OTC
|
||
swap) 147,400 0.15% 0.02%
|
||
Infore Capital
|
||
Management is a close
|
||
associate of Infore
|
||
Capital, one of the
|
||
Cornerstone Investors
|
||
Li Dongsheng (李東生) 351,000 0.37% 0.04%
|
||
A close associate of
|
||
Metazone, one of the
|
||
Cornerstone Investors
|
||
MY Asian 351,000 0.37% 0.04%
|
||
Same entity as the
|
||
Cornerstone Investor
|
||
Ovata Equity Strategies
|
||
Master Fund 300,000 0.31% 0.03%
|
||
A close associate of
|
||
Ovata Capital, one of
|
||
the Cornerstone
|
||
Investors
|
||
SR Wealth 351,000 0.37% 0.04% Same entity as the
|
||
Cornerstone Investor
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Ruihua Investment 313,600 0.33% 0.03% Same entity as the
|
||
Cornerstone Investor
|
||
CloudAlpha Capital 186,700 0.19% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
Everbright Wealth
|
||
Management 186,700 0.19% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
ICBC Wealth
|
||
Management Co., Ltd.
|
||
(through EPF
|
||
GUANGYING
|
||
OVERSEAS NO.38
|
||
QDII SMA as an asset
|
||
manager) 11,000 0.01% 0.001%
|
||
The asset manager is a
|
||
close associate of
|
||
Everbright Wealth
|
||
Management, one of
|
||
the Cornerstone
|
||
Investors
|
||
Jump Trading 261,000 0.27% 0.03% Same entity as the
|
||
Cornerstone Investor
|
||
Luhua Daosheng 149,300 0.16% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
Mirae Asset 223,700 0.23% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
Mirae Asset Securities
|
||
(HK) Limited 37,300 0.04% 0.004%
|
||
A close associate of
|
||
Mirae Asset, one of
|
||
the Cornerstone
|
||
Investors
|
||
Panjing Fund 186,700 0.19% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
WSOF 186,700 0.19% 0.02% Same entity as the
|
||
Cornerstone Investor
|
||
Black Dragon 373,400 0.39% 0.04% Same entity as the
|
||
Cornerstone Investor
|
||
Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||
for New Listing Applicants in relation to allocations to connected clients Note 3
|
||
China Securities
|
||
(International)
|
||
Investment Company
|
||
Limited (“CSII”) 3,700 0.004% 0.0004%
|
||
Connected client as a
|
||
placee
|
||
GF International
|
||
Investment Management 45,000 0.05% 0.005%
|
||
Connected client as a
|
||
placee
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Limited (“GF
|
||
International”)
|
||
Value Partners Hong
|
||
Kong Limited
|
||
(“VPHKL”) 38,800 0.04% 0.004%
|
||
Connected client as a
|
||
placee
|
||
Value Partners Limited
|
||
(“VPL”) 6,200 0.01% 0.001%
|
||
Connected client as a
|
||
placee
|
||
E Fund 102,300 0.11% 0.01%
|
||
Connected client as a
|
||
placee
|
||
E Fund HK 17,700 0.02% 0.002%
|
||
Connected client as a
|
||
placee
|
||
GF Securities Asset
|
||
Management
|
||
(Guangdong) Co., Ltd.
|
||
(“GF Securities AM”) 2,529,700 2.64% 0.26%
|
||
Connected client
|
||
investing as an asset
|
||
manager of certain
|
||
cornerstone investors
|
||
(being Huizhou
|
||
Huilian, Everbright
|
||
Wealth Management
|
||
and Luhua Daosheng)
|
||
and placees
|
||
GFGC 166,100 0.17% 0.02%
|
||
Connected client as a
|
||
placee
|
||
CICC Financial Trading
|
||
Limited (“CICC FT”) 3,651,000 3.81% 0.38%
|
||
Connected client as a
|
||
placee
|
||
ABCI Asset Management
|
||
Limited (“ABCI AM”) 55,000 0.06% 0.01%
|
||
Connected client as a
|
||
placee
|
||
HTCI 4,428,000 4.62% 0.46%
|
||
Connected client as a
|
||
placee
|
||
China Southern Asset
|
||
Management Co., Ltd.
|
||
(“China Southern”) 45,000 0.05% 0.005%
|
||
Connected client as a
|
||
placee
|
||
Bosera International 1,493,600 1.56% 0.15%
|
||
Connected client as a
|
||
cornerstone investor
|
||
and a placee
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Guotai Junan Financial
|
||
Products Limited
|
||
(“GTJA FP”) 9,405,800 9.81% 0.97%
|
||
Connected client as a
|
||
placee
|
||
HuaAn Fund
|
||
Management Co., Ltd
|
||
(“HuaAn”) 3,700 0.004% 0.0004%
|
||
Connected client as a
|
||
placee
|
||
Fullgoal Fund
|
||
Management Co., Ltd.
|
||
(“Fullgoal Fund”) 107,000 0.11% 0.01%
|
||
Connected client as a
|
||
placee
|
||
Fullgoal Asset
|
||
Management (HK)
|
||
Limited (“Fullgoal HK”) 19,300 0.02% 0.002%
|
||
Connected client as a
|
||
placee
|
||
ICBC UBS Asset
|
||
Management Co., Ltd.
|
||
(“ICBC UBS”) and
|
||
ICBC UBS Asset
|
||
Management
|
||
(International) Company
|
||
Limited (“ICBC UBS
|
||
(International)”) 20,000 0.02% 0.002%
|
||
Connected client as a
|
||
placee
|
||
UBS Asset Management
|
||
(Singapore) Limited
|
||
(“UBS AM Singapore”) 180,000 0.19% 0.02%
|
||
Connected client as a
|
||
placee
|
||
BOCHK Asset
|
||
Management Limited
|
||
(“BOC AM”) 25,000 0.03% 0.003%
|
||
Connected client as a
|
||
placee
|
||
JPMorgan Asset
|
||
Management (Asia
|
||
Pacific) Limited (“JPM
|
||
AM”) 240,000 0.25% 0.02%
|
||
Connected client as a
|
||
placee
|
||
SR Wealth
|
||
1,097,800 1.15% 0.11%
|
||
Connected client as a
|
||
cornerstone investor
|
||
and a placee
|
||
China Galaxy
|
||
International Investment 1,317,800 1.37% 0.14%
|
||
Connected client as a
|
||
placee
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Company Limited
|
||
(“CGII”)
|
||
Shenwan Hongyuan
|
||
Group Co., Ltd.
|
||
(“SWHY”) (through GF
|
||
Securities AM as the
|
||
asset manager) 15,000 0.02% 0.002%
|
||
Connected client as a
|
||
placee
|
||
Allottees with waiver from strict compliance with Rules 10.03, 10.04 and 9.09(b) of the Listing Rules and
|
||
consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to the Eligible Core
|
||
Connected Person Participants under the Employee Preferential Offering Note 4
|
||
Eligible Core Connected
|
||
Person Participants 445,032 0.46% 0.05%
|
||
Eligible Employees
|
||
who are directors,
|
||
supervisors or chief
|
||
executives of the
|
||
Company’s
|
||
subsidiaries and/or
|
||
their close associates
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the
|
||
Global Offering.
|
||
2. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer Shares
|
||
allocated to the investors as placees in the International Offering. For allocations of Offer Shares to the relevant investors and/or
|
||
their close associates as Cornerstone Investors, please refer to the section headed “Allotment Results Details – International
|
||
Offering – Cornerstone Investors” in this announcement. For details of the consent under paragraph 18 of Chapter 4.15 of the
|
||
Guide for New Listing Applicants in relation to allocations of further H Shares to the existing Shareholders and Cornerstone
|
||
Investors and/or their close associates, please refer to the section headed “Others / Additional Information – Allocations of Offer
|
||
Shares to the existing Shareholders and Cornerstone Investors and/or their close associates with a consent under paragraph 18 of
|
||
Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
3. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
|
||
Applicants in relation to allocations to connected clients, please refer to the sections headed “Others / Additional Information –
|
||
Placing to connected clients with a consent under paragraph 1C(1) of the Placing Guidelines” and “Others / Additional
|
||
Information – Allocations of Offer Shares to the existing Shareholders and the Cornerstone Investors and/or their close associates
|
||
with a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
4. For details of the waiver from strict compliance with Rules 10.03, 10.04 and 9.09(b) of the Listing Rules and consent under
|
||
paragraph 1C(2) of the Placing Guidelines in relation to allocations to Eligible Core Connected Person Participants and the
|
||
Employee Preferential Offering, please refer to the sections headed “Waivers – Waiver in respect of Allocations to Eligible Director
|
||
Participants, Existing Shareholder Employee Participants and Restrictions on Dealings in Securities by Core Connected Persons
|
||
during the Listing Application Process”, “Structure of the Global Offering – The Overseas Employee Preferential Offering” and
|
||
“Structure of the Global Offering – The PRC Employee Preferential Offering” of the Prospectus. For details of the allocations
|
||
under the PRC Employee Preferential Offering, please refer to the section headed “Others / Additional Information – Allocations
|
||
under the PRC Employee Preferential Offering” in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Allottees who are customer(s) and/or supplier(s) of the Company
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of H Shares
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Hong Kong Mason 1,867,100 1.95% 0.19%
|
||
Subsidiary of a
|
||
supplier of the
|
||
Group
|
||
Huaqin Singapore 373,400 0.39% 0.04%
|
||
Subsidiary of a
|
||
customer of the
|
||
Group
|
||
Note:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the
|
||
Global Offering.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
LOCK-UP UNDERTAKINGS
|
||
Largest Group of Shareholders
|
||
Name Note 1
|
||
Number and
|
||
description 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
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment Option
|
||
and assuming the Over-
|
||
allotment Option is not
|
||
exercised) Note 2
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock-up
|
||
undertakings (after
|
||
taking into account
|
||
the full exercise of the
|
||
Offer Size Adjustment
|
||
Option and assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 3
|
||
Shenghua
|
||
Xinye
|
||
134,837,190 A
|
||
Shares
|
||
- 13.92% October 20, 2026 Note
|
||
4
|
||
Hong Kong
|
||
Victory
|
||
Giant
|
||
131,432,001 A
|
||
Shares
|
||
- 13.57% October 20, 2026 Note
|
||
4
|
||
Ms. Liu
|
||
Chunlan
|
||
3,791,642 A
|
||
Shares
|
||
- 0.39% October 20, 2026 Note
|
||
4
|
||
Notes:
|
||
1. For illustrative purposes only, this subsection lists only those members of the Largest Group of Shareholders who hold Shares
|
||
directly in the Company. Pursuant to Rule 10.07 of the Listing Rules, each member of the Largest Group of Shareholders
|
||
(namely, Mr. Chen Tao, Ms. Liu Chunlan, Shenghua Xinye, Hongda Investment and Hong Kong Victory Giant) has undertaken
|
||
to the Stock Exchange and the Company that, except in connection with the Global Offering (including the Offer Size Adjustment
|
||
Option and the Over-allotment Option), he, she or it shall, and shall procure that the relevant registered holders of the Shares
|
||
in which he, she or it is beneficially interested shall, comply with the applicable lock-up requirements. For further details,
|
||
please refer to the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
|
||
Undertakings to the Stock Exchange pursuant to the Listing Rules – Undertakings by the Largest Group of Shareholders” in
|
||
the Prospectus.
|
||
2. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
|
||
the Global Offering.
|
||
3. In accordance with the applicable Listing Rules, the required lock-up for the six-month period will end on October 20, 2026.
|
||
4. The Largest Group of Shareholders will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Cornerstone Investors
|
||
Name
|
||
Number and
|
||
description 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 (after
|
||
taking into account
|
||
the full exercise of
|
||
the Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock-up
|
||
undertakings (after
|
||
taking into account
|
||
the full exercise of the
|
||
Offer Size Adjustment
|
||
Option and assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 2
|
||
CPE Rosewood 2,800,700 H Shares 2.92% 0.29%
|
||
October 20,
|
||
2026
|
||
Janchor Fund 2,800,700 H Shares 2.92% 0.29%
|
||
October 20,
|
||
2026
|
||
Yunfeng Capital
|
||
New Alternative 1,493,700 H Shares 1.56% 0.15%
|
||
October 20,
|
||
2026
|
||
New Golden
|
||
Future Limited 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Deliante 1,979,200 H Shares 2.06% 0.20%
|
||
October 20,
|
||
2026
|
||
Hong Kong Mason 1,867,100 H Shares 1.95% 0.19%
|
||
October 20,
|
||
2026
|
||
MSIP 1,307,000 H Shares 1.36% 0.13%
|
||
October 20,
|
||
2026
|
||
Foresight 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
HHLRA 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
Pinpoint 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
Sunshine Life 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
Tanwan 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
Tropical Terrain
|
||
Limited 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
YR Asset
|
||
Management 1,120,300 H Shares 1.17% 0.12%
|
||
October 20,
|
||
2026
|
||
Huizhou Huilian 1,073,500 H Shares 1.12% 0.11%
|
||
October 20,
|
||
2026
|
||
HK Greenwoods 933,500 H Shares 0.97% 0.10%
|
||
October 20,
|
||
2026
|
||
Bosera
|
||
International 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Name
|
||
Number and
|
||
description 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 (after
|
||
taking into account
|
||
the full exercise of
|
||
the Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock-up
|
||
undertakings (after
|
||
taking into account
|
||
the full exercise of the
|
||
Offer Size Adjustment
|
||
Option and assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 2
|
||
Cloudview 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
CNCB Investment 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
GBAHIL
|
||
Mega Prime 466,700 H Shares 0.49% 0.05%
|
||
October 20,
|
||
2026
|
||
Poly Platinum 280,000 H Shares 0.29% 0.03%
|
||
October 20,
|
||
2026
|
||
Golden K2 Falcon 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Infore Capital 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Metazone 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
MY Asian 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Ovata Capital 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
SR Wealth 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Ruihua Investment 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Tianhong Fund 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
Ye Guofu 746,800 H Shares 0.78% 0.08%
|
||
October 20,
|
||
2026
|
||
CloudAlpha
|
||
Capital 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
Everbright Wealth
|
||
Management 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
Jump Trading
|
||
Pacific 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
Luhua Daosheng 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
Mirae Asset 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Name
|
||
Number and
|
||
description 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 (after
|
||
taking into account
|
||
the full exercise of
|
||
the Offer Size
|
||
Adjustment Option
|
||
and assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock-up
|
||
undertakings (after
|
||
taking into account
|
||
the full exercise of the
|
||
Offer Size Adjustment
|
||
Option and assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 2
|
||
Panjing Fund 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
WSOF 560,100 H Shares 0.58% 0.06%
|
||
October 20,
|
||
2026
|
||
Black Dragon 373,400 H Shares 0.39% 0.04%
|
||
October 20,
|
||
2026
|
||
Huaqin Singapore 373,400 H Shares 0.39% 0.04%
|
||
October 20,
|
||
2026
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global
|
||
Offering.
|
||
2. In accordance with the relevant cornerstone investment agreements, the required lock-up periods will end on October 20, 2026. The
|
||
Cornerstone Investors will cease to be prohibited from disposing of or transferring the H Shares subscribed for pursuant to the relevant
|
||
cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)**
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)**
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised)
|
||
Number of H
|
||
Shares held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised)
|
||
Top 1 5,601,400 6.40% 5.50% 5.84% 5.08% 5,601,400 0.58% 0.57%
|
||
Top 5 20,673,900 23.62% 20.29% 21.57% 18.76% 20,673,900 2.13% 2.10%
|
||
Top 10 31,192,400 35.64% 30.61% 32.54% 28.30% 31,192,400 3.22% 3.17%
|
||
Top 25 53,711,900 61.37% 52.71% 56.04% 48.73% 53,711,900 5.55% 5.47%
|
||
Notes:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
** The International Offering includes the PRC Employee Preferential Offering.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares
|
||
allotted
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)**
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)**
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 5,601,400 6.40% 5.50% 5.84% 5.08% 5,601,400 0.58% 0.57%
|
||
Top 5 20,673,900 23.62% 20.29% 21.57% 18.76% 20,673,900 2.13% 2.10%
|
||
Top 10 31,192,400 35.64% 30.61% 32.54% 28.30% 31,192,400 3.22% 3.17%
|
||
Top 25 53,711,900 61.37% 52.71% 56.04% 48.73% 53,711,900 5.55% 5.47%
|
||
Notes:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the Shareholders upon Listing.
|
||
** The International Offering includes the PRC Employee Preferential Offering.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of H
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)**
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised)**
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised)
|
||
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
|
||
fully
|
||
exercised)
|
||
Top 1 0 0 0 0 0 0 270,060,833 27.89% 27.48%
|
||
Top 5 6,547,800 7.48% 6.43% 6.83% 5.94% 6,547,800 332,074,128 34.29% 33.79%
|
||
Top 10 15,800,200 18.05% 15.51% 16.48% 14.33% 15,800,200 365,977,549 37.79% 37.24%
|
||
Top 25 27,048,200 30.91% 26.55% 28.22% 24.54% 27,048,200 413,756,441 42.73% 42.10%
|
||
Notes:
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
** The International Offering includes the PRC Employee Preferential Offering.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT /
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF THE
|
||
TOTAL NO. OF H
|
||
SHARES APPLIED
|
||
FOR
|
||
POOL A
|
||
100 77,460
|
||
553 out of 77,460 to receive 100
|
||
Shares 0.71%
|
||
200 22,437
|
||
320 out of 22,437 to receive 100
|
||
Shares 0.71%
|
||
300 7,527
|
||
161 out of 7,527 to receive 100
|
||
Shares 0.71%
|
||
400 9,223
|
||
263 out of 9,223 to receive 100
|
||
Shares 0.71%
|
||
500 7,281
|
||
260 out of 7,281 to receive 100
|
||
Shares 0.71%
|
||
600 3,720
|
||
159 out of 3,720 to receive 100
|
||
Shares 0.71%
|
||
700 3,178
|
||
159 out of 3,178 to receive 100
|
||
Shares 0.71%
|
||
800 2,839
|
||
162 out of 2,839 to receive 100
|
||
Shares 0.71%
|
||
900 3,787
|
||
243 out of 3,787 to receive 100
|
||
Shares 0.71%
|
||
1,000 14,124
|
||
1,008 out of 14,124 to receive
|
||
100 Shares 0.71%
|
||
1,500 7,563
|
||
809 out of 7,563 to receive 100
|
||
Shares 0.71%
|
||
2,000 6,427
|
||
917 out of 6,427 to receive 100
|
||
Shares 0.71%
|
||
2,500 4,150
|
||
740 out of 4,150 to receive 100
|
||
Shares 0.71%
|
||
3,000 4,046
|
||
866 out of 4,046 to receive 100
|
||
Shares 0.71%
|
||
3,500 2,628
|
||
656 out of 2,628 to receive 100
|
||
Shares 0.71%
|
||
4,000 2,867
|
||
818 out of 2,867 to receive 100
|
||
Shares 0.71%
|
||
4,500 2,549
|
||
818 out of 2,549 to receive 100
|
||
Shares 0.71%
|
||
5,000 4,691
|
||
1,673 out of 4,691 to receive
|
||
100 Shares 0.71%
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
6,000 3,029
|
||
1,296 out of 3,029 to receive
|
||
100 Shares 0.71%
|
||
7,000 2,679
|
||
1,338 out of 2,679 to receive
|
||
100 Shares 0.71%
|
||
8,000 2,121
|
||
1,210 out of 2,121 to receive
|
||
100 Shares 0.71%
|
||
9,000 2,177
|
||
1,398 out of 2,177 to receive
|
||
100 Shares 0.71%
|
||
10,000 13,030
|
||
9,295 out of 13,030 to receive
|
||
100 Shares 0.71%
|
||
20,000 9,913
|
||
100 Shares plus 4,229 out of
|
||
9,913 to receive additional 100
|
||
Shares 0.71%
|
||
Total 219,446
|
||
Total number of Pool A
|
||
successful applicants: 35,035
|
||
POOL B
|
||
30,000 10,843
|
||
4,759 out of 10,843 to receive
|
||
100 Shares 0.15%
|
||
40,000 4,543
|
||
2,659 out of 4,543 to receive 100
|
||
Shares 0.15%
|
||
50,000 3,098
|
||
2,266 out of 3,098 to receive 100
|
||
Shares 0.15%
|
||
60,000 2,114
|
||
1,856 out of 2,114 to receive 100
|
||
Shares 0.15%
|
||
70,000 1,561
|
||
100 Shares plus 38 out of 1,561
|
||
to receive additional 100 Shares 0.15%
|
||
80,000 1,247
|
||
100 Shares plus 212 out of 1,247
|
||
to receive additional 100 Shares 0.15%
|
||
90,000 982
|
||
100 Shares plus 311 out of 982 to
|
||
receive additional 100 Shares 0.15%
|
||
100,000 3,924
|
||
100 Shares plus 1,817 out of
|
||
3,924 to receive additional 100
|
||
Shares 0.15%
|
||
200,000 1,380
|
||
200 Shares plus 1,278 out of
|
||
1,380 to receive additional 100
|
||
Shares 0.15%
|
||
300,000 539
|
||
400 Shares plus 210 out of 539 to
|
||
receive additional 100 Shares 0.15%
|
||
400,000 265
|
||
500 Shares plus 226 out of 265 to
|
||
receive additional 100 Shares 0.15%
|
||
500,000 366
|
||
700 Shares plus 115 out of 366 to
|
||
receive additional 100 Shares 0.15%
|
||
1,000,000 167
|
||
1,400 Shares plus 105 out of 167
|
||
to receive additional 100 Shares 0.15%
|
||
1,500,000 41
|
||
2,100 Shares plus 39 out of 41 to
|
||
receive additional 100 Shares 0.15%
|
||
2,000,000 50
|
||
2,900 Shares plus 13 out of 50 to
|
||
receive additional 100 Shares 0.15%
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
3,750,700 40
|
||
5,400 Shares plus 34 out of 40 to
|
||
receive additional 100 Shares 0.15%
|
||
Total 31,160
|
||
Total number of Pool B
|
||
successful applicants: 22,102
|
||
BASIS OF ALLOCATION UNDER THE OVERSEAS EMPLOYEE PREFERENTIAL
|
||
OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 46 valid applications
|
||
via Pink Form eIPO service will be conditionally allocated on the basis set out below. No preferential
|
||
treatment was given to any of the Overseas Eligible Employees in the allocation of the Shares applied
|
||
for by them under the Overseas Employee Preferential Offering and such allocation of Shares under
|
||
the Overseas Employee Preferential Offering was made in accordance with the allocation basis
|
||
described in the Prospectus. The 482,000 Overseas Employees Reserved Shares validly applied for
|
||
will be allocated to Overseas Eligible Employees who have applied pursuant to the Overseas Employee
|
||
Preferential Offering. The 351,400 under-subscribed Overseas Employee Reserved Shares were
|
||
reallocated to the Hong Kong Public Offering for subscription by the public in Hong Kong.
|
||
Number of
|
||
Overseas
|
||
Employee
|
||
Reserved
|
||
Shares
|
||
Applied for
|
||
Number of
|
||
Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Total
|
||
Number
|
||
of
|
||
Overseas
|
||
Employee
|
||
Reserved
|
||
Shares
|
||
Allotted
|
||
Approximate
|
||
Percentage
|
||
Allocation
|
||
Based on the
|
||
Total
|
||
Number of
|
||
Employee
|
||
Reserved
|
||
Shares
|
||
Applied for
|
||
100 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 100 100%
|
||
300 2
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 600 100%
|
||
500 2
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 1,000 100%
|
||
700 2
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 1,400 100%
|
||
900 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 900 100%
|
||
1,000 6
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 6,000 100%
|
||
2,000 3
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 6,000 100%
|
||
3,000 8
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 24,000 100%
|
||
4,000 4
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 16,000 100%
|
||
5,000 2
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 10,000 100%
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
6,000 3
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 18,000 100%
|
||
8,000 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 8,000 100%
|
||
10,000 3
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 30,000 100%
|
||
20,000 4
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 80,000 100%
|
||
30,000 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 30,000 100%
|
||
40,000 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 40,000 100%
|
||
60,000 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 60,000 100%
|
||
150,000 1
|
||
Allot Overseas Employee Reserved
|
||
Shares applied for in full 150,000 100%
|
||
Total 46
|
||
Total number of successful
|
||
applicants: 46 482,000
|
||
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 H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||
them is 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
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option has been exercised by the Sponsor-Overall Coordinators in full,
|
||
pursuant to which the Company is issuing and allotting 12,502,000 additional H Shares, representing
|
||
approximately 15.0% of the total number of H Shares initially available under the Global Offering, at
|
||
the final Offer Price. All of the additional H Shares that would be allotted and issued by the Company
|
||
pursuant to the full exercise of the Offer Size Adjustment Option will be allocated to the International
|
||
Offering.
|
||
Accordingly, the total number of Offer Shares finally available under the Global Offering (after taking
|
||
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option) that would be allotted and issued by the Company is 95,850,000 H Shares and the
|
||
total issued share capital of the Company upon Listing (after taking into account the full exercise of
|
||
the Offer Size Adjustment Option and before any exercise of the Over-allotment Option) will be
|
||
968,407,313 Shares.
|
||
Allocation of H Shares to Existing Minority Shareholders and their close associates
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance
|
||
with Rule 10.04 of, and a consent under paragraph 1C(2) of Appendix F1 to, the Listing Rules to
|
||
permit H Shares in the International Offering to be placed to certain existing minority Shareholders
|
||
who (i) hold less than 5% of the total number of A Shares in issue of the Company prior to the
|
||
completion of the Global Offering and (ii) are not and will not become (upon the completion of the
|
||
Global Offering) core connected persons of the Company or the close associates of any such core
|
||
connected person (together, the “Existing Minority Shareholders”), on the following conditions:
|
||
(i) each Existing Minority Shareholder to whom the Company may allocate the H Shares in
|
||
the International Offering holds less than 5% of the total number of A Shares in issue of
|
||
the Company prior to the completion of the Global Offering;
|
||
(ii) each Existing Minority Shareholder is not, and will not be, a core connected person of the
|
||
Company or any close associate of any such core connected person immediately prior to or
|
||
following the Global Offering;
|
||
(iii) none of the Existing Minority Shareholders has the right to appoint a Director and/or have
|
||
any other special rights;
|
||
(iv) allocation to the Existing Minority Shareholders or their close associates will not affect the
|
||
Company’s ability to satisfy the public float requirement as prescribed under Rule 8.08 (as
|
||
amended and replaced by Rule 19A.13A) of the Listing Rules;
|
||
(v) no preferential treatment is given to the Existing Minority Shareholders or their respective
|
||
close associates (other than the assured entitlement for a cornerstone investor); and
|
||
(vi) details of the allocation to the Existing Minority Shareholders and/or their respective close
|
||
associates holding more than 1% of the issued share capital of the Company immediately
|
||
prior to the completion of the Global Offering have been disclosed in this announcement.
|
||
Please refer to the section headed “Waivers – Allocation of H Shares to Existing Minority Shareholders
|
||
and Their Close Associates” in the Prospectus for further details of the waiver and consent. As the A
|
||
Shares are listed on the ChiNext Market of Shenzhen Stock Exchange since June 11, 2015, the
|
||
Company has a highly extensive base of existing Shareholders and disclosure of details of allocations
|
||
to all Existing Minority Shareholders and/or their respective close associates will not be meaningful
|
||
to investors, the proposed disclosure threshold, i.e. condition (vi) of the waiver and consent which
|
||
provides that details of the allocation to the Existing Minority Shareholders and/or their respective
|
||
close associates holding more than 1% of the issued share capital of the Company immediately prior
|
||
to the completion of the Global Offering will be disclosed in this announcement, is appropriate.
|
||
Allocations of Offer Shares to existing Shareholders and Cornerstone Investors and/or their
|
||
close associates with a consent under Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of
|
||
the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in the
|
||
International Offering to certain existing Shareholders and Cornerstone Investors and/or their close
|
||
associates as placees, subject to the following conditions (the “Allocation to Size-based Exemption
|
||
Participants”):
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders (whether as Cornerstone Investors and/or
|
||
as placees) as permitted under this exemption do not exceed 30% of the total number of Offer
|
||
Shares offered under the Global Offering;
|
||
(c) the Allocation to Size-based Exemption Participants will not affect the Company’s ability to
|
||
satisfy its public float requirement under Rule 8.08(1) (as amended and replaced by Rule
|
||
19A.13A) of the Listing Rules;
|
||
(d) each of the Directors and chief executive of the Company confirms that no securities have been
|
||
allocated to them or their respective close associates under this exemption; and
|
||
(e) details of the Cornerstone Investors and/or their close associates under this exemption will be
|
||
disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to Cornerstone Investors, please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Waivers / Consents
|
||
Obtained” in this announcement.
|
||
Placing to connected clients with a consent under paragraph 1C(1) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent
|
||
under paragraph 1C(1) of the Placing Guidelines to permit each of Huizhou Huilian, Everbright Wealth
|
||
Management and Luhua Daosheng and Huizhou Huilian (through GF Securities AM as the asset
|
||
manager) to participate in the Global Offering as a cornerstone investor. For details of the consent
|
||
granted, please refer to “Waivers – Consent in respect of the Proposed Subscription of H Shares by
|
||
Everbright Wealth Management, Luhua Daosheng and Huizhou Huilian through GF Securities AM”
|
||
in the Prospectus.
|
||
In addition, under the International Offering, certain Offer Shares were placed to connected clients of
|
||
their connected distributors pursuant to the Placing Guidelines as placees. Please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Waivers / Consents
|
||
Obtained” in this announcement for details. The Company has applied to the Stock Exchange for, and
|
||
the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit
|
||
the Company to allocate such Offer Shares in the International Offering to the connected clients as
|
||
placees. The allocation of Offer Shares to such connected clients is in compliance with all the
|
||
conditions under the consent granted by the Stock Exchange. Details of the placement to connected
|
||
clients as placees are set out below:
|
||
|
||
|
||
--- page 31 ---
|
||
31
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
1. China Securities
|
||
(International)
|
||
Corporate
|
||
Finance
|
||
Company
|
||
Limited
|
||
(“CSCI”)
|
||
CSII Note 1 CSII is a member
|
||
of the same
|
||
group of CSCI.
|
||
N Non-discretionary
|
||
basis
|
||
3,700 0.004% 0.0004%
|
||
2. GF Securities
|
||
(Hong Kong)
|
||
Brokerage
|
||
Limited (“GF
|
||
Securities
|
||
(Hong Kong)
|
||
Brokerage”)
|
||
GF International
|
||
Note 2
|
||
GF International
|
||
is a member of
|
||
the same group
|
||
of companies as
|
||
GF Securities
|
||
(Hong Kong)
|
||
Brokerage.
|
||
Y Discretionary basis 45,000 0.05% 0.005%
|
||
3. VPHKL and
|
||
VPL Note 3
|
||
GF Securities
|
||
(Hong Kong)
|
||
Brokerage is an
|
||
indirect wholly-
|
||
owned subsidiary
|
||
of GF Securities
|
||
Co., Ltd. (“GF
|
||
Securities”).
|
||
Each of VPHKL
|
||
and VPL is a
|
||
wholly-owned
|
||
subsidiary of
|
||
Y Discretionary basis VPHKL: 38,800 0.04% 0.004%
|
||
VPL: 6,200 0.01% 0.001%
|
||
|
||
|
||
--- page 32 ---
|
||
32
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
Value Partners
|
||
Group Limited, a
|
||
company listed
|
||
on the Stock
|
||
Exchange (stock
|
||
code: 806)
|
||
(“Value
|
||
Partners
|
||
Group”). Since
|
||
GF Securities is
|
||
interested in
|
||
20.04% of the
|
||
issued share
|
||
capital of Value
|
||
Partners Group,
|
||
it renders each of
|
||
VPHKL and
|
||
VPL an associate
|
||
of GF Securities.
|
||
Each of VPHKL
|
||
and VPL is
|
||
therefore a
|
||
member of the
|
||
same group
|
||
companies as GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage.
|
||
|
||
|
||
--- page 33 ---
|
||
33
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
4. E Fund Note 4 E Fund is a
|
||
member of the
|
||
same group of
|
||
companies as GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage.
|
||
N Discretionary basis 102,300 0.11% 0.01%
|
||
5. E Fund HK Note 5 E Fund HK is a
|
||
member of the
|
||
same group of
|
||
companies as GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage.
|
||
N Discretionary basis 17,700 0.02% 0.002%
|
||
6. GF Securities
|
||
AM Note 6
|
||
GF Securities
|
||
AM is a member
|
||
of the same
|
||
group of
|
||
companies as GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage.
|
||
N Non-discretionary
|
||
basis
|
||
2,529,700 2.64% 0.26%
|
||
7. GFGC Note 7 GFGC is a
|
||
member of the
|
||
same group of
|
||
companies as GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage.
|
||
N Non-discretionary
|
||
basis
|
||
166,100 0.17% 0.02%
|
||
|
||
|
||
--- page 34 ---
|
||
34
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
8. China
|
||
International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICC”)
|
||
CICC FT Note 8 CICC FT is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
CICC.
|
||
N Non-discretionary
|
||
basis
|
||
3,651,000 3.81% 0.38%
|
||
9. ABCI Capital
|
||
Limited and
|
||
ABCI Securities
|
||
Company
|
||
Limited
|
||
(collectively,
|
||
“ABCI”)
|
||
ABCI AM Note 9 ABCI AM is a
|
||
member of the
|
||
same group as
|
||
ABCI.
|
||
N Discretionary basis 55,000 0.06% 0.01%
|
||
10. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
HTCI HTCI is a
|
||
member of the
|
||
same group of
|
||
HTFH.
|
||
N Non-discretionary
|
||
basis
|
||
Huatai Offshore
|
||
Ultimate Client Note
|
||
10: 1,482,100
|
||
1.55% 0.15%
|
||
11. Huatai Onshore
|
||
Ultimate Clients Note
|
||
11: 2,945,900
|
||
3.07% 0.30%
|
||
12. China Southern
|
||
Note 12
|
||
China Southern
|
||
is held by Huatai
|
||
Securities Co.,
|
||
Ltd. as to
|
||
41.16%, which
|
||
N Discretionary basis 45,000 0.05% 0.005%
|
||
|
||
|
||
--- page 35 ---
|
||
35
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
wholly owns
|
||
HTFH.
|
||
As such, China
|
||
Southern and
|
||
HTFH is a
|
||
member of the
|
||
same group of
|
||
companies.
|
||
13. CMB
|
||
International
|
||
Securities
|
||
Limited
|
||
(“CMBI”) and
|
||
China Merchants
|
||
Securities (HK)
|
||
Co., Limited
|
||
(“CMS HK”)
|
||
Bosera
|
||
International Note
|
||
13
|
||
Bosera
|
||
International is a
|
||
member of the
|
||
same group of
|
||
CMBI and CMS
|
||
HK.
|
||
N Discretionary basis 1,493,600 1.56% 0.15%
|
||
14. Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“GTJA HK”)
|
||
and Haitong
|
||
International
|
||
Securities
|
||
Company
|
||
Limited (“HTI”)
|
||
GTJA FP Note 14 GTJA FP is a
|
||
member of the
|
||
same group as
|
||
GTJA HK and
|
||
HTI.
|
||
N Non-discretionary
|
||
basis
|
||
9,405,800 9.81% 0.97%
|
||
15. HuaAn Note 15 HuaAn is a
|
||
member of the
|
||
same group as
|
||
GTJA HK and
|
||
HTI.
|
||
N Discretionary basis 3,700 0.004% 0.0004%
|
||
|
||
|
||
--- page 36 ---
|
||
36
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
16. GTJA HK, HTI
|
||
and Shenwan
|
||
Hongyuan
|
||
Securities (H.K.)
|
||
Limited
|
||
(“SWHY HK”)
|
||
Fullgoal Fund
|
||
and Fullgoal HK
|
||
Note 16
|
||
Fullgoal HK is a
|
||
wholly owned
|
||
subsidiary of
|
||
Fullgoal Fund.
|
||
Each of Guotai
|
||
Haitong
|
||
Securities Co.,
|
||
Ltd. and
|
||
Shenwan
|
||
Hongyuan
|
||
Securities Co.,
|
||
Ltd. holds
|
||
approximately
|
||
27.775% in
|
||
Fullgoal Fund.
|
||
Accordingly,
|
||
Fullgoal Fund
|
||
and Fullgoal HK
|
||
are members of
|
||
the same group
|
||
companies as
|
||
GTJA HK, HTI
|
||
and SWHY HK.
|
||
N Discretionary basis Fullgoal Fund:
|
||
107,000
|
||
0.11% 0.01%
|
||
Fullgoal HK: 19,300 0.02% 0.002%
|
||
17. UBS AG Hong
|
||
Kong Branch
|
||
(“UBS HK”) and
|
||
UBS AG
|
||
Singapore
|
||
ICBC UBS and
|
||
ICBC UBS
|
||
(International)
|
||
Note 17
|
||
ICBC UBS and
|
||
ICBC UBS
|
||
(International)
|
||
are members of
|
||
the same group
|
||
N Discretionary basis ICBC UBS: 15,500 0.02% 0.002%
|
||
ICBC UBS
|
||
(International): 4,500
|
||
0.005% 0.0005%
|
||
|
||
|
||
--- page 37 ---
|
||
37
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
Branch (“UBS
|
||
SG”)
|
||
of UBS HK and
|
||
UBS SG.
|
||
18. UBS AM
|
||
Singapore Note 18
|
||
UBS AM
|
||
Singapore is a
|
||
member of the
|
||
same group of
|
||
UBS HK and
|
||
UBS SG.
|
||
N Discretionary basis 180,000 0.19% 0.02%
|
||
19. BOCI Securities
|
||
Limited
|
||
(“BOCI”)
|
||
BOC AM Note 19 BOC AM is a
|
||
member of the
|
||
same group of
|
||
BOCI.
|
||
N Discretionary basis 25,000 0.03% 0.003%
|
||
20. J.P. Morgan
|
||
Securities (Asia
|
||
Pacific) Limited
|
||
(“JPM SAPL”)
|
||
and JPMorgan
|
||
Chase Bank,
|
||
N.A. (“JPM
|
||
Chase”)
|
||
JPM AM Note 20 JPM AM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
JPM SAPL and
|
||
JPM Chase.
|
||
N Discretionary basis 240,000 0.25% 0.02%
|
||
21. SR Wealth (in
|
||
the capacity of
|
||
SFO Type 1
|
||
license holder)
|
||
SR Wealth (in
|
||
the capacity of
|
||
SFO Type 9
|
||
license holder)
|
||
Note 21
|
||
N/A N Discretionary basis 1,097,800 1.15% 0.11%
|
||
22. China Galaxy
|
||
International
|
||
Securities (Hong
|
||
CGII Note 22 CGII is a
|
||
member of the
|
||
N Non-discretionary
|
||
basis
|
||
1,317,800 1.37% 0.14%
|
||
|
||
|
||
--- page 38 ---
|
||
38
|
||
__________
|
||
Notes:
|
||
1. CSII will enter into OTC total return swaps (TRS) with its end client (the “CSII Ultimate Client”), pursuant to which CSII will hold the allocated Offer Shares for the
|
||
CSII Ultimate Client on a non-discretionary basis, and all the economic exposure will be passed to the CSII Ultimate Client through OTC total return swaps (TRS).
|
||
Details of the CSII Ultimate Client are set out as below:
|
||
Name of the CSII Ultimate Client Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Shifeng Asset Daqiao No. 8 Private Securities Investment Fund ( 石鋒資產大巧
|
||
8 號私募證券投資基金)
|
||
Guo Feng (郭鋒)
|
||
To best of knowledge of CSII after making all reasonable enquiries, the CSII Ultimate Client is an independent third party of CSII, CSCI and the companies which are
|
||
members of the same group of CSCI.
|
||
2. GF International will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its investors, each of which is, to the best
|
||
knowledge of GF International, an independent third party of GF International, GF Securities (Hong Kong) Brokerage and the companies which are members of the same
|
||
group of GF Securities (Hong Kong) Brokerage.
|
||
GF International is investing on behalf of certain collective investment schemes which are not authorized by the SFC, details of which are as follow:
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking into
|
||
account the full exercise of
|
||
the Offer Size Adjustment
|
||
Option and assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate percentage of
|
||
total issued share capital
|
||
immediately following the
|
||
Global Offering (after taking
|
||
into account the full exercise
|
||
of the Offer Size Adjustment
|
||
Option and assuming the
|
||
Over-allotment Option is not
|
||
exercised)
|
||
Kong) Co.,
|
||
Limited
|
||
(“CGIS”)
|
||
same group as
|
||
CGIS.
|
||
23. SWHY HK SWHY (through
|
||
GF Securities
|
||
AM as the asset
|
||
manager) Note 23
|
||
SWHY is a
|
||
member of the
|
||
same group as
|
||
SWHY HK.
|
||
N Discretionary basis 15,000 0.02% 0.002%
|
||
|
||
|
||
--- page 39 ---
|
||
39
|
||
No. Fund name
|
||
Types and values of
|
||
assets under
|
||
management
|
||
Whether the
|
||
scheme is
|
||
publicly markets
|
||
Scheme
|
||
establishment
|
||
date
|
||
Identities of the
|
||
general partners
|
||
and the 20
|
||
largest limited
|
||
partners of the
|
||
scheme where
|
||
applicable
|
||
Identity of the
|
||
scheme
|
||
administrator
|
||
Relationships
|
||
among the
|
||
scheme, the
|
||
ultimate
|
||
beneficial
|
||
owner(s), GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage and
|
||
the Company
|
||
1. GF Luminous Fund Private fund
|
||
HK$229 million as of
|
||
March 2026
|
||
No November 2025 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
NuBright Fund
|
||
Services Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
2. GF Vision Fund Private fund
|
||
HK$81 million as of
|
||
March 2026
|
||
No March 2026 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
NuBright Fund
|
||
Services Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
3. Golden Stone Fund Private fund
|
||
HK$49 million as of
|
||
March 2026
|
||
No November 2025 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
NuBright Fund
|
||
Services Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
4. Golden Fortune
|
||
Opportunity Fund
|
||
Private fund
|
||
US$5 million as of
|
||
March 2026
|
||
No November 2013 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
ICBC (Asia)
|
||
Trustee Company
|
||
Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
|
||
|
||
--- page 40 ---
|
||
40
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
5. GF Bonanza Fund Private fund
|
||
HK$80 million as of
|
||
April 2026
|
||
No April 2026 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
NuBright Fund
|
||
Services Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
3. Each of VPHKL and VPL will hold the beneficial interests of the Offer Shares on a discretionary basis for and on behalf of its ultimate clients, each of whom is, to the
|
||
best knowledge of VPHKL and VPL, an independent third party of VPHKL, VPL, GF Securities (Hong Kong) Brokerage and the companies which are members of the
|
||
same group of GF Securities (Hong Kong) Brokerage.
|
||
VPHKL and VPL are investing on behalf of certain collective investment schemes which are not authorized by the SFC, details of which are as follow:
|
||
No. Fund name
|
||
Types and values of
|
||
assets under
|
||
management
|
||
Whether the
|
||
scheme is
|
||
publicly markets
|
||
Scheme
|
||
establishment
|
||
date
|
||
Identities of the
|
||
general partners
|
||
and the 20
|
||
largest limited
|
||
partners of the
|
||
scheme where
|
||
applicable
|
||
Identity of the
|
||
scheme
|
||
administrator
|
||
Relationships
|
||
among the
|
||
scheme, the
|
||
ultimate
|
||
beneficial
|
||
owner(s), GF
|
||
Securities (Hong
|
||
Kong)
|
||
Brokerage and
|
||
the Company
|
||
1. Value Partners Funds
|
||
SPC – Value Partners
|
||
China A-Share
|
||
Innovation Fund SP
|
||
Private fund
|
||
US$18 million as of
|
||
December 31, 2025
|
||
N March 2002 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
HSBC Trustee
|
||
(Cayman) Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
|
||
|
||
--- page 41 ---
|
||
41
|
||
2. Value Partners Ireland
|
||
Fund ICAV – Value
|
||
Partners Asia Ex-Japan
|
||
Equity Fund
|
||
ICAV public fund
|
||
US$21 million as of
|
||
December 31, 2025
|
||
Y September 2018 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
HSBC Securities
|
||
Services (Ireland)
|
||
DAC
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
3. Value Partners
|
||
Intelligent Funds - JA-
|
||
VP China New Century
|
||
Fund
|
||
Private fund
|
||
US$6 million as of
|
||
December 31, 2025
|
||
N March 2002 Not applicable as
|
||
it is not in
|
||
partnership
|
||
structure and does
|
||
not have any
|
||
general partner or
|
||
limited partner
|
||
HSBC Trustee
|
||
(Cayman)
|
||
Limited
|
||
The scheme and
|
||
ultimate
|
||
beneficial owners
|
||
are independent
|
||
third parties of GF
|
||
Securities (Hong
|
||
Kong) Brokerage
|
||
and the Company.
|
||
4. E Fund will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its investors, each of which is, to the best knowledge
|
||
of E Fund, an independent third party of E Fund, GF Securities (Hong Kong) Brokerage and the companies which are members of the same group of GF Securities (Hong
|
||
Kong) Brokerage.
|
||
5. E Fund HK will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its investors, each of which is, to the best
|
||
knowledge of E Fund HK, an independent third party of E Fund HK, GF Securities (Hong Kong) Brokerage and the companies which are members of the same group of
|
||
GF Securities (Hong Kong) Brokerage.
|
||
6. Each of the ultimate clients of GF Securities AM (the “GF Securities AM Ultimate Clients”) have engaged GF Securities AM, an asset manager that is qualified domestic
|
||
institutional investor as approved by the relevant PRC authority to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf of the
|
||
GF Securities AM Ultimate Client on a non-discretionary basis.
|
||
Details of the GF Securities AM Ultimate Clients are set out as below:
|
||
Name of the GF Securities AM Ultimate Clients Name of the asset management plan
|
||
Huizhou Huilian Investment Partnership (Limited Partnership) ( 惠州市惠聯投
|
||
資合夥企業(有限合夥))
|
||
GF Asset Management Hong Kong Equity Diversified Strategy No. 9 Single
|
||
Asset Management Plan (廣發資管港股多元策略 9 號單一資產管理計劃)
|
||
Everbright Wealth Management Co., Ltd. GF Asset Management Guangshi Selective Strategy No. 1 Collective Asset
|
||
Management Plan (廣發資管光石精選策略 1 號集合資 產管理計劃)
|
||
Luhua Daosheng (Beijing) Enterprise Management & Development Co., Ltd.
|
||
(魯花道生(北京)企業管理發展有限公司)
|
||
GF Asset Management Hong Kong Equity Diversified Strategy No. 16 Single
|
||
Asset Management Plan (廣發資管港股多元策略 16 號單一資產管理計劃)
|
||
|
||
|
||
--- page 42 ---
|
||
42
|
||
Shenwan Hongyuan Group Co., Ltd. (申萬宏源集團股份有限公司) GF Asset Management Wanxiang No. 1 Single Asset Management Plan ( 廣發
|
||
資管萬享 1 號單一資產管理計劃)
|
||
ICBC WM GF Asset Management ICBC Selected Strategy No. 1 Collective Asset
|
||
Management Plan (廣發資管工銀精選策略 1 號集合資產管理計劃)
|
||
7. GFGC proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on a non-discretionary basis. GFGC and GF Securities Co., Ltd.
|
||
will enter into a series of cross border delta one OTC swap transactions (the “OTC Swaps”) with each other and the ultimate clients (the “GFGC Ultimate Clients ”),
|
||
pursuant to which GFGC will hold the Offer Shares on a non-discretionary basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer
|
||
Shares are passed to the GFGC Ultimate Clients, subject to customary fees and commissions. The OTC swaps will be fully funded by the GFGC Ultimate Clients. During
|
||
the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by GFGC will be passed to the GFGC Ultimate Clients and all economic loss shall be
|
||
borne by the GFGC Ultimate Clients through the OTC Swaps, and GFGC will not take part in any economic return or bear any economic loss in relation to the Offer
|
||
Shares. The OTC Swaps are linked to the Offer Shares and the GFGC Ultimate Clients may request GFGC to redeem it at their own discretions, upon which GFGC shall
|
||
dispose of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap. Despite that GFGC will hold the legal title of
|
||
the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy.
|
||
Details of the GFGC Ultimate Clients are set out as below:
|
||
Name of the GFGC Ultimate Clients Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Yuemintou Xinxuan Opportunity No. 1 Private Securities Investment Fund ( 粵
|
||
民投新選機遇 1 號私募證券投資基金)
|
||
Liu Wei (劉偉)
|
||
Infore Yingqi Private Securities Investment Fund (盈峰盈齊私募證券投資基
|
||
金)
|
||
Xu Suying (許素英) and He Jianfeng (何劍鋒)
|
||
Sichuan Puxin Industrial-Finance Investment Co., Ltd. ( 四川璞信產融投資有
|
||
限責任公司)
|
||
Luzhou State-owned Assets Supervision and Administration Commission ( 瀘州
|
||
市國有資產監督管理委員會)
|
||
To best of knowledge of GFGC after making all reasonable enquiries, each of the GFGC Ultimate Clients is an independent third party of GFGC, GF Securities (Hong
|
||
Kong) Brokerage and the companies which are members of the same group of GF Securities (Hong Kong) Brokerage.
|
||
8. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions (the “OTC Swaps”) with each
|
||
other and the ultimate clients (the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and commissions. The
|
||
OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT
|
||
will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not
|
||
take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate
|
||
Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance
|
||
with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching
|
||
to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy. The CICC FT Ultimate Clients for purpose of this placee subscription
|
||
include Changjiang Jin (金長江), Chengyi Liu (劉承毅), Yashuang Chen (陳亞雙), Peiwu Shan (單佩武), Hongyun Lin (林紅雲) and Gangqiang Zhang (張剛強), each
|
||
of which is an independent third party of CICC FT, CICC and the companies which are members of the same group of companies as each of the Underwriters.
|
||
|
||
|
||
--- page 43 ---
|
||
43
|
||
9. ABCI AM intends to hold the Offer Shares in its capacity as manager managing investment portfolios on behalf of underlying investors on a discretionary basis. To best
|
||
of knowledge of ABCI AM after making all reasonable enquiries, each of the underlying investors is an independent third party of ABCI AM, ABCI and the companies
|
||
which are members of the same group of ABCI.
|
||
10. HTFH is an Underwriter in connection with the Global Offering. Pursuant to an ISDA Agreement (the “ISDA Agreement”), HTCI, which intends to participate in the
|
||
Global Offering as a placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total
|
||
return swap (the “Back-to-back TRS”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing
|
||
provided by HTCI) by the Huatai Offshore Ultimate Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full
|
||
economic exposure of the Offer Shares to the Huatai Offshore Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf
|
||
of the Huatai Offshore Ultimate Clients. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph 1B(7) of the Placing Guidelines.
|
||
Each of the offshore investors (the “Huatai Offshore Ultimate Clients ”), through its investment manager, will place a total return swap order (the “Client TRS”)
|
||
with HTCI in connection with the Global Offering. In order to hedge its exposure under the Client TRS, HTCI participates in the Global Offering and subscribes the
|
||
Offer Shares through placing order with HTFH during the International Offering.
|
||
To the best of HTCI’s knowledge and after making all reasonable enquiries, each of the Huatai Offshore Ultimate Clients is an independent third party of HTCI, HTFH
|
||
and the companies which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Client TRS order placed by the Huatai Offshore Ultimate Clients. Pursuant to the terms of
|
||
the Client TRS, during the tenor of the Client TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be passed to the Huatai
|
||
Offshore Ultimate Clients through the Client TRS and all economic loss shall be borne by the Huatai Offshore Ultimate Clients. HTCI will not take any economic
|
||
return or bear any economic loss in relation to the Offer Shares.
|
||
The Huatai Offshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which
|
||
should be on or after the date on which the Offer Shares are listed on the Stock Exchange at its own discretion. Upon the termination upon maturity or early termination
|
||
of the Client TRS by the Huatai Offshore Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Offshore Ultimate Clients will
|
||
receive a final settlement amount of the Client TRS in cash in accordance with the terms and conditions of the Client TRS which should have taken into account all
|
||
the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai Offshore Ultimate Clients intend to extend
|
||
the investment period, subject to further agreement between HTCI and the relevant Huatai Offshore Ultimate Clients, the term of the Client TRS could be extended
|
||
by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to each of the Huatai
|
||
Offshore Ultimate Clients, being a client who places a Client TRS order with HTCI in connection with the Global Offering. HTCI will not exercise the voting right of
|
||
the Offer Shares during the tenor of the Client TRS.
|
||
During the life of the Client TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage
|
||
account for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans consistent with market
|
||
practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its obligations under the Client
|
||
TRS to ensure the economic interests are ultimately passed to the Huatai Offshore Ultimate Clients.
|
||
|
||
|
||
--- page 44 ---
|
||
44
|
||
Details of the Huatai Offshore Ultimate Clients are set out as below:
|
||
Name of the Huatai Offshore Ultimate Clients Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
ZHONG HENG CAPITAL LIMITED Lan Dong (藍棟)
|
||
KSICN SP2 Zhu Lei (朱磊)
|
||
CHEN HAN (陳晗) CHEN HAN (陳晗)
|
||
Jindan Ocean No. 6 Private Securities Investment Fund (金澹遠洋 6 號私募證
|
||
券投資基金)
|
||
Ding Hai (丁海)
|
||
11. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“IPOs”) in Hong Kong. However, PRC investors
|
||
are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection with
|
||
such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors
|
||
(the “Cross-border Derivatives Trading Regime”).
|
||
Huatai Securities Co., Ltd. (“Huatai Securities”), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange
|
||
(stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA
|
||
agreement (the “ISDA Agreement”) with its indirectly wholly-owned subsidiary, HTCI to set out the principal terms of any future total return swap between Huatai
|
||
Securities and HTCI.
|
||
HTFH is an Underwriter in connection with the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a placee,
|
||
will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the “Back-to-
|
||
back TRS”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided by HTCI) by the
|
||
Huatai Onshore Ultimate Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer
|
||
Shares ultimately to the Huatai Onshore Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Onshore
|
||
Ultimate Clients. HTFH and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH
|
||
pursuant to paragraph 1B(7) of the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai Onshore Ultimate Clients”) cannot directly subscribe for the Offer Shares
|
||
but may invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities, with
|
||
the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, each of the Huatai Onshore Ultimate Clients, through its investment manager,
|
||
will place a total return swap order (the “Client TRS”) with Huatai Securities in connection with the Company’s IPO and Huatai Securities will place a Back-to-back
|
||
TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, HTCI participates in the Company’s IPO and
|
||
subscribes the Offer Shares through placing order with HTFH during the International Offering. The Huatai Onshore Ultimate Clients for purpose of this placee
|
||
subscription include the investment fund.
|
||
To the best of HTCI’s knowledge and after making all reasonable enquiries, each of the Huatai Onshore Ultimate Clients is an independent third party of HTCI, HTFH
|
||
and the companies which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Onshore
|
||
Ultimate Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject
|
||
|
||
|
||
--- page 45 ---
|
||
45
|
||
to customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Onshore Ultimate Clients through the Back-to-back
|
||
TRS and the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore Ultimate Clients. HTCI will not take any economic return or bear any
|
||
economic loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (“QDII”) in the way that the Huatai
|
||
Onshore Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure
|
||
on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS factor
|
||
into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
|
||
termination. As such, the Huatai Onshore Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.
|
||
The Huatai Onshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should
|
||
be on or after the date on which the Offer Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of the
|
||
Client TRS by the Huatai Onshore Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Onshore Ultimate Clients will receive a
|
||
final settlement amount in cash in accordance with the terms and conditions of the Back-to-back TRS and the Client TRS which should have taken into account all the
|
||
economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai Onshore Ultimate Clients intend to extend the
|
||
investment period, subject to further agreement between Huatai Securities and the relevant Huatai Onshore Ultimate Clients, the term of the Client TRS could be extended
|
||
by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Onshore Ultimate
|
||
Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. HTCI will not exercise the voting
|
||
right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares
|
||
in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans
|
||
consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its
|
||
obligations under the Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Onshore Ultimate Clients.
|
||
Details of the Huatai Onshore Ultimate Clients are set out as below:
|
||
Name of the Huatai Onshore Ultimate Clients Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Greenwoods Harvest No. 2 Fund (景林豐收 2 號基金) N/A
|
||
Greenwoods Harvest No. 3 Private Equity Fund (景林豐收 3 號私募基金) N/A
|
||
Greenwoods Harvest No. 6 Private Securities Investment Fund ( 景林豐收 6 號
|
||
私募證券投資基金)
|
||
N/A
|
||
Greenwoods Jingtai Harvest Private Securities Investment Fund ( 景林景泰豐收
|
||
私募證券投資基金)
|
||
N/A
|
||
Roadshow Red Deer No. 4 Private Securities Investment Fund ( 鹿秀馬鹿 4 號
|
||
私募證券投資基金)
|
||
N/A
|
||
|
||
|
||
--- page 46 ---
|
||
46
|
||
Gaoyi Guolu Xinyuan Private Securities Investment Fund (高毅國鷺信遠私募
|
||
證券投資基金)
|
||
N/A
|
||
Gaoyi Qingrui No. 6 Ruixing Fund (高毅慶瑞 6 號瑞行基金) N/A
|
||
Gaoyi Qingrui Selected Fengyuan Private Securities Investment Fund ( 高毅慶
|
||
瑞臻選灃源私募證券投資基金)
|
||
N/A
|
||
Gaoyi Renhao Premium Zhifu Private Securities Investment Fund ( 高毅任昊優
|
||
選致福私募證券投資基金)
|
||
N/A
|
||
Gaoyi Renhao Long-term Value Langrun Private Securities Investment Fund
|
||
(高毅任昊長期價值朗潤私募證券投資基金)
|
||
N/A
|
||
Gaoyi Renhao Selected Chunhe Private Securities Investment Fund ( 高毅任昊
|
||
臻选春和私募证券投资基金)
|
||
N/A
|
||
Gaoyi Renhao Choice Chengze Private Securities Investment Fund ( 高毅任昊
|
||
精選承澤私募證券投資基金)
|
||
N/A
|
||
Gaoyi-Xiaofeng No. 1 Ruiyuan Securities Investment Fund (高毅-曉峰 1 號睿
|
||
遠證券投資基金)
|
||
N/A
|
||
Gaoyi Xiaofeng No. 2 Zhixin Fund (高毅曉峰 2 號致信基金) N/A
|
||
Jintaiyang Gaoyi Guolu No. 1 Chongyuan Fund (金太陽高毅國鷺 1 號崇遠基
|
||
金)
|
||
N/A
|
||
12. China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset management business, will hold the Offer Shares
|
||
as the independent agent and discretionary manager of certain QDII funds. China Southern has confirmed that, to the best of their knowledge, each of such underlying
|
||
clients are independent third parties of China Southern, HTFH and the companies which are members of the same group of companies as HTFH.
|
||
13. Each of CMBI and CMS HK is a distributor of the Global Offering. Bosera International intends to subscribe and hold the Offer Shares in its capacity as the discretionary
|
||
fund manager on behalf of its sub-funds, which are all independent third parties. To the best knowledge of Bosera International after due enquiry, each of the sub-funds
|
||
and their respective ultimate beneficial owner holding 30% or more interest is an independent third party of Bosera International, CMBI and CMS HK, and the companies
|
||
which are members of the same group of CMBI and CMS HK.
|
||
Details of the sub-funds are set out as below:
|
||
Name of the sub-funds Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Bosera Global Select Equity Fund SP Zhang Lei (張雷)
|
||
Bosera China New Opportunities Fund SP N/A
|
||
Bosera Growth Premium Global Equity Strategy Fund SP Guo Feng (郭峰)
|
||
KB CHINA MAINLAND FD BOSERA N/A
|
||
Bosera Growth Premium Global Equity Strategy Fund SP2 N/A
|
||
Bosera Growth Premium Global Equity Strategy Fund SP3 Huang Liya (黃麗亞)
|
||
|
||
|
||
--- page 47 ---
|
||
47
|
||
14. GTJA FP shall hold the Offer Shares on a non-discretionary basis for hedging purposes as the single underlying asset of a delta one back-to-back total return swap
|
||
transaction (the “GTJA Back-to-back TRS1 ”) to be entered into between GTJA FP and Guotai Junan Investments (Hong Kong) Limited (“GTJA INV”), and GTJA
|
||
INV shall for hedging purposes enter into a cross-border delta one back-to-back total return swap transaction (the “GTJA Back-to-back TRS2 ”) with Guotai Haitong
|
||
Securities Co., Ltd. (“GTHTS”), in connection with a total return swap order (the “GTHT Client TRS”) to be entered into by GTHTS and the GTHTS onshore clients
|
||
(the “GTHT Onshore Clients”). Such GTHT Client TRS is to be fully funded by the GTHT Onshore Clients. The full economic exposure of the Offer Shares will be
|
||
passed from GTJA FP to GTJA INV under the GTJA Back-to-back TRS1, from GTJA INV to GTHTS under the GTJA Back-to-back TRS2, and ultimately from GTHTS
|
||
to the GTHT Onshore Clients under the GTHT Client TRS. The GTHT Onshore Clients may exercise an early termination right to early terminate the GTHT Client TRS
|
||
at any time from the trade date of the GTHT Client TRS, which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Accordingly,
|
||
(i) GTHTS may exercise an early termination right to early terminate the GTJA Back-to-back TRS2 at any time from the trade date of the GTJA Back-to-back TRS2, and
|
||
(ii) GTJA INV may exercise an early termination right to early terminate the GTJA Back-to-back TRS1 at any time from the trade date of the GTJA Back-to-back TRS1,
|
||
which in each case should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity or early termination of (i) the GTHT
|
||
Client TRS by the GTHT Onshore Clients, (ii) the GTJA Back-to-back TRS2 by GTHTS, and (iii) the GTJA Back-to-back TRS1 by GTJA INV, GTJA FP will dispose
|
||
the Offer Shares on the secondary market and the GTHT Onshore Clients ultimately will receive a final termination amount of the GTHT Client TRS, which should have
|
||
taken into account all the economic returns or economic loss in relation to the Offer Shares, the fixed amount in relation to the GTJA Back-to-back TRS1, the GTJA Back-
|
||
to-back TRS2 and the GTHT Client TRS. GTJA FP will hold the legal title and the voting right of the Offer Shares by itself and pass through the economic exposure to
|
||
GTJA INV, GTHTS and ultimately the GTHT Onshore Clients. Due to its internal policy, GTJA FP will not exercise the voting right of the Offer Shares during the tenor
|
||
of the GTJA Back-to-back TRS1 and GTJA Back-to-back TRS2. To the best of GTJA FP’s knowledge having made all reasonable inquiries, each of the GTHT Onshore
|
||
Clients is an independent third party of GTJA FP, GTJA INV and GTHTS and the companies which are members of the same group of each of them.
|
||
Details of the GTHT Onshore Clients are set out as below:
|
||
Name of the GTHT Onshore Clients Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Roadshow Giraffe No. 5 Private Securities Investment Fund ( 鹿秀長頸鹿 5 號
|
||
私募證券投資基金)
|
||
N/A
|
||
Roadshow Reindeer No. 15 Private Securities Investment Fund ( 鹿秀馴鹿 15 號
|
||
私募證券投資基金)
|
||
N/A
|
||
Roadshow Reindeer No. 65 Private Securities Investment Fund ( 鹿秀馴鹿 65 號
|
||
私募證券投資基金)
|
||
N/A
|
||
Yongguan Xinrui No. 1 Private Securities Investment Fund (永冠新瑞 1 號私募
|
||
證券投資基金)
|
||
Luo Chanfang (羅嬋芳)
|
||
Among the GTHT Onshore Clients, the ultimate beneficial owners of Roadshow Giraffe No. 5 Private Securities Investment Fund, Roadshow Reindeer No. 15 Private
|
||
Securities Investment Fund and Roadshow Reindeer No. 65 Private Securities Investment Fund are the 145 PRC Eligible Employees under the PRC Employee Preferential
|
||
Offering. 7,501,300 Offer Shares have been placed to the PRC Eligible Employees pursuant to the PRC Employee Preferential Offering, and the maximum subscription
|
||
amount of the Offer Shares that each individual PRC Eligible Employee applied for under the PRC Employee Preferential Offering is not more than RMB20 million
|
||
(excluding the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy).
|
||
15. HuaAn will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its underlying client. The underlying client is an
|
||
independent third party of HuaAn, GTJA HK, HTI and the companies which are members of the same group of companies as GTJA HK and HTI.
|
||
|
||
|
||
--- page 48 ---
|
||
48
|
||
16. Fullgoal Fund and Fullgoal HK will hold the Offer Shares on a discretionary basis on behalf of its underlying clients. To the best of their knowledge, each of the underlying
|
||
clients are independent third parties of Fullgoal Fund, Fullgoal HK, GTJA HK, HTI, SWHY HK and the companies which are members of the same group of companies
|
||
as GTJA HK, HTI and SWHY HK.
|
||
17. ICBC UBS and ICBC UBS (International) will hold the Offer Shares in its capacity as the discretionary fund manager on behalf of certain funds, who are independent
|
||
third parties of ICBC UBS, ICBC UBS (International), UBS HK, UBS SG and the companies which are members of the same group of UBS HK and UBS SG.
|
||
18. UBS AM Singapore will hold the beneficial interests of the Offer Shares on a discretionary basis for and on behalf of the underlying clients. To the best knowledge of
|
||
UBS AM Singapore, each of the underlying clients is an independent third party of UBS AM Singapore, UBS HK, UBS SG and the companies which are members of the
|
||
same group of UBS HK and UBS SG.
|
||
19. BOC AM proposed to subscribe for and hold the Offer Shares as a placee under the International Offering in its capacity as the investment manager for and on behalf of
|
||
the underlying clients. To the best knowledge of BOC AM, each of the underlying clients is an independent third party of BOC AM, BOCI and the companies which are
|
||
members of the same group of BOCI.
|
||
20. JPM AM will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients. Each of the underlying clients
|
||
of JPM AM is an independent third party of JPM AM, JPM SAPL, JPM Chase and the companies which are members of the same group of JPM SAPL and JPM Chase.
|
||
21. SR Wealth is a distributor of the Global Offering in the capacity of a licence holder of Type 1 (dealing in securities) regulated activities under the SFO. SR Wealth acts
|
||
as the investment manager for and on behalf of retail clients and professional investors on discretionary basis in the capacity of a licence holder of Type 9 (asset
|
||
management) regulated activities under the SFO. Each of the aforementioned retail clients and professional investors of SR Wealth is an independent third party of SR
|
||
Wealth and the companies which are members of the same group of companies as SR Wealth.
|
||
22. CGII and China Galaxy Securities (“CGS”) will enter into a series of cross border total return swap (TRS) transactions (collectively, the “CGII TRS”) with each other
|
||
and the ultimate clients (“CGII Ultimate Clients ”), pursuant to which CGII will hold the Offer Shares on a non-discretionary basis to hedge the CGII TRS while the
|
||
economic risks and returns of the underlying Offer Shares are ultimately borne by the CGII Ultimate Clients, subject to customary fees and commissions. The CGII TRS
|
||
will be fully funded by the CGII Ultimate Clients. During the terms of the CGII TRS, all economic returns of the Offer Shares subscribed by CGII will be passed to CGII
|
||
Ultimate Clients and all economic loss shall be borne by CGII Ultimate Clients through the CGII TRS, and CGII will not take part in any economic return or bear any
|
||
economic loss in relation to the Offer Shares. The CGII TRS are linked to the Offer Shares and CGII Ultimate Clients may, after expiration of the lock-up period beginning
|
||
from the date of the relevant cornerstone agreements and ending on the date which is six months from the Listing Date, request to early terminate the CGII TRS at its own
|
||
discretion, upon which CGII may dispose of the Offer Shares on the secondary market and CGII Ultimate Clients will receive a final settlement amount of the CGII TRS
|
||
in cash in accordance with the terms and conditions of the CGII TRS.
|
||
To the best of CGII’ s knowledge after having made all reasonable inquiries, each of the CGII Ultimate Clients is an independent third party of CGII, CGIS and the
|
||
companies which are members of the same group of CGIS.
|
||
Details of the CGII Ultimate Clients are set out as below:
|
||
Name of the CGII Ultimate Clients Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
|
||
|
||
--- page 49 ---
|
||
49
|
||
Yuanfeng Value Private Securities Investment Fund ( 源峰價值私募證券投資
|
||
基金)
|
||
N/A
|
||
Yuanfeng Wenjian Private Securities Investment Fund ( 源峰穩健私募證券投
|
||
資基金)
|
||
N/A
|
||
Yuanfeng Hongyu Private Securities Investment Fund (源峰泓聿私募證券投資
|
||
基金)
|
||
Zhou Yong (周勇)
|
||
23. SWHY will hold the Offer Shares on a discretionary basis on behalf of its underlying clients. To the best knowledge of SWHY after due enquiry, each of the underlying
|
||
clients of SWHY is an independent third party of SWHY, SWHY HK and the companies which are members of the same group of companies as SWHY HK.
|
||
|
||
|
||
--- page 50 ---
|
||
50
|
||
Allocations under the Overseas Employee Preferential Offering
|
||
Of the 8,334,800 Offer Shares initially being offered under the Hong Kong Public Offering, no more
|
||
than 833,400 Offer Shares, representing approximately 10% of the Offer Shares initially available for
|
||
subscription under the Hong Kong Public Offering, are available for subscription as Overseas
|
||
Employee Reserved Shares by the Overseas Eligible Employees on a preferential basis under the
|
||
Overseas Employee Preferential Offering according to Rule 10.01 of the Listing Rules. For details,
|
||
please refer to the section headed “Structure of the Global Offering – The Overseas Employee
|
||
Preferential Offering” of the Prospectus.
|
||
482,000 Offer Shares have been allocated to 46 Overseas Eligible Employees pursuant to the Overseas
|
||
Employee Preferential Offering, representing approximately 0.50% of the total number of Offer Shares
|
||
available under the Global Offering (after taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before exercise of the Over-allotment Option). Of the 482,000 Offer Shares
|
||
allocated to the Overseas Eligible Employees, 270,000 Offer Shares were placed to six Eligible Core
|
||
Connected Person Participants, representing approximately 0.28% of the total number of Offer Shares
|
||
available under the Global Offering (after taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before exercise of the Over-allotment Option).
|
||
Allocations under the PRC Employee Preferential Offering
|
||
Of the 75,013,200 Offer Shares initially being offered under the International Offering, no more than
|
||
7,501,300 Offer Shares, representing approximately 10% of the Offer Shares initially available for
|
||
subscription under the International Offering, are available for subscription as PRC Employee
|
||
Reserved Shares by the PRC Eligible Employees on a preferential basis under the PRC Employee
|
||
Preferential Offering according to Rule 10.01 of the Listing Rules. For details, please refer to the
|
||
section headed “Structure of the Global Offering – The PRC Employee Preferential Offering” of the
|
||
Prospectus.
|
||
7,501,300 Offer Shares have been placed to 145 PRC Eligible Employees pursuant to the PRC
|
||
Employee Preferential Offering, representing approximately 7.83% of the total number of Offer Shares
|
||
available under the Global Offering (after taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before exercise of the Over-allotment Option). Of the 7,501,300 Offer Shares
|
||
placed to the PRC Eligible Employees, 175,032 Offer Shares were placed to two Eligible Core
|
||
Connected Person Participants, representing approximately 0.18% of the total number of Offer Shares
|
||
available under the Global Offering (after taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before exercise of the Over-allotment Option), respectively.
|
||
|
||
|
||
--- page 51 ---
|
||
51
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong
|
||
Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
|
||
part of the contents of this announcement.
|
||
This announcement is not for release, publication or distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the District
|
||
of Columbia or any other jurisdiction where such distribution is prohibited by laws). This
|
||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
|
||
for securities in the United States or in any other jurisdictions. The securities mentioned herein have
|
||
not been, and will not be, registered under the United States Securities Act of 1933 as amended from
|
||
time to time (the “U.S. Securities Act ”) or securities law of any state or other jurisdiction of the
|
||
United States. The securities may not be offered, sold, pledged or otherwise transferred within the
|
||
United States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws. The Offer Shares may be offered, sold
|
||
or delivered (a) in the United States solely to QIBs in reliance on Rule 144A or another exemption
|
||
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (b)
|
||
outside the United States in offshore transactions in reliance on Regulation S.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated April 13, 2026 issued by Victory Giant Technology
|
||
(HuiZhou) Co., Ltd. for detailed information about the Global Offering described below before
|
||
deciding whether or not to invest in the Offer Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-Overall
|
||
Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||
their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
|
||
occurrence of any of the events set out in the section headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||
expected to be on April 21, 2026).
|
||
|
||
|
||
--- page 52 ---
|
||
52
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering (after taking into account the full exercise of
|
||
the Offer Size Adjustment Option and before any exercise of the Over-allotment Option), the total
|
||
market value of the H Shares expected to be held by the public is expected to be approximately
|
||
HK$20,023.59 million, calculated based on the final Offer Price of HK$209.88, which is higher than
|
||
the prescribed expected market value of H Shares required to be held in public hands of not less than
|
||
HK$3,000,000,000 under Rule 19A.13A(2)(b) of the Listing Rules, thereby satisfying Rule
|
||
19A.13A(2) of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the Listing
|
||
Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be counted
|
||
towards the free float of the H Shares of the Company at the time of Listing. Based on the final Offer
|
||
Price of HK$209.88 per H Share, the Company confirmed that it complies with the free float
|
||
requirement under Rule 19A.13C(2)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering (after taking
|
||
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option): (i) the Shares will be held by at least 300 Shareholders at the time of Listing, in
|
||
compliance with Rule 8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not
|
||
hold more than 50% of the H Shares held in public hands at the time of Listing, in compliance with
|
||
Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee will, individually, be placed more than 10%
|
||
of the enlarged issued share capital of the Company immediately after the Global Offering; and (iv)
|
||
there will not be any new substantial Shareholder (as defined in the Listing Rules) immediately after
|
||
the Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, April 21,
|
||
2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
|
||
termination described in the section headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been
|
||
exercised. Investors who trade the H Shares on the basis of publicly available allocation details prior
|
||
to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of
|
||
title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday, April
|
||
21, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Tuesday, April 21, 2026 (Hong Kong time). The H Shares will be traded in
|
||
board lots of 100 H Shares each, and the stock code of the H Shares will be 2476.
|
||
By order of the Board
|
||
Victory Giant Technology (HuiZhou) Co., Ltd.
|
||
Mr. Chen Tao
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, April 20, 2026
|
||
As of the date of this announcement, the Board comprises: (i) Mr. Chen Tao, Mr. Zhao Qixiang, Mr.
|
||
Chen Yong and Ms. Wang Haiyan as executive Directors; (ii) Ms. Liu Chunlan as a non-executive
|
||
|
||
|
||
--- page 53 ---
|
||
53
|
||
Director; (iii) Mr. Xie Lanjun, Dr. Xie Lingmin and Dr. Zhang Jihai as independent non-executive
|
||
Directors; and (iv) Mr. Wong Ting Chung as a proposed independent non-executive Director.
|