hk-ipo/data/extracted_text/02477/allotment_results_2024-01-11_2024011101058.txt

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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange ’’)a n d
Hong Kong Securities Clearing Company Limited ( ‘‘HKSCC ’’) take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
defined in the prospectus dated 28 December 2023 (the ‘‘Prospectus ’’) issued by WellCell Holdings Co., Limited 經緯天地
控股有限公司 (the ‘‘Company ’’).
This announcement is for info rmation purposes only and does not constitute an offer or an invitation to induce an offer by
any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a prospectus.
Potential investors should read the Pro spectus for detailed information about the Company and the Share Offer described
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares
should be taken solely in reliance on the information provided in the Prospectus.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including
its territories and possessions, any state of the United States and the District of Columbia). This announcement does not
constitute or form a part of any offer or solicitation to purc hase or subscribe for securities in the United States or in any
other jurisdiction. The Offer Shares have not been and will no t 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 and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or
not subject to, the registration require ments of the U.S. Securities Act. There w ill be no public offer of the Offer Shares in
the United States. The Offer Shares are be ing offered and sold solely outside the U nited States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act and applic able laws of each jurisdiction where those offers and sales
occur.
In connection with the Share Offer, Eddi d Securities and Futures Limited, as Stab ilising Manager or its authorised agents,
may, but are not obliged to, over-allocate Shares and/or e ffect any other transactions with a view to stabilising or
supporting the market price of our Shares at a level higher than which might otherwise prevail in the open market, for a
limited period. Such stabilising activity may include stock bo rrowing, making market purc hases of Shares in the secondary
market or selling Shares to liquidate a pos ition held as a result of those purchases, as well as exercising the Over-allotment
Option. Any such stabilising activity w ill be effected in compliance with all applicable laws, rules and regulatory
requirements in Hong Kong on stabilisation including the Sec urities and Futures (Price Stabilising) Rules made under the
Securities and Futures Ordinance.
However, there is no obligation on the Stabilising Manager or its authorised agents to conduct an y such stabilising activity,
which if commenced, will be done at the absolute discretion o f the Stabilising Manager or its au thorised agents acting for it
and in what the Stabilising Manager reaso nably regards as the best interest of ou r Company; and may be discontinued at
any time. The number of Shares that may be over-allocated will not exceed the number of Shares that may be issued under
the Over-allotment Option, namely 18,75 0,000 Shares, which is 15% of the number of Shares initially available under the
Share Offer.
Stabilising activity by the Stabilising Manager or its authoris ed agents acting for it is not perm itted to support the price of
our Shares for longer than the stabilisin g period, which begins on the day on whi ch trading of our Shares commences on
the Stock Exchange and ends on the 30th day after the last day for lodging applications under the Public Offer. The
stabilising period is expected to end on Thursday, 8 Februa ry 2024. As a result, demand fo r the Shares, and their market
price, may fall after the end of the stabilising period.
Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the Public
Offer Underwriters) shall be entitled to terminate the Public Offer Underwriting Agreement with immediate effect upon the
occurrence of any of the events set out in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses
— 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 Friday, 12 January 2024).
Unless otherwise specified all dates and time in t his announcement refer to Hong Kong dates and time.
– 1 –


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WellCell Holdings Co., Limited
經緯 天 地 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
SHARE OFFER
Number of Offer Shares : 125,0 00,000 Shares (subject to the
Over-allotment Option)
Number of Public Offer Shares : 25,000,000 Shares (as adjusted after
reallocation)
Number of Placing Shares : 100,0 00,000 Shares (as adjusted after
reallocation and subject to the Over-
allotment Option)
Offer Price : HK$1.00 per Offer Share plus brokerage of
1%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%
Nominal value : HK$0.01 per Share
Stock code : 02477
Joint Sponsors
Halcyon Capital Limited
Sole Overall Coordinator, Joint Global Coordi nator, Joint Bookrunner and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Halcyon Securities Limited
Joint Lead Managers
– 2 –


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WELLCELL HOLDINGS CO., LIMITED / 經緯天地控股有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated 28 December 2023 (the “Prospectus”) issued by WellCell Holdings
Co., Limited (the “Company”).

Warning:  In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Shares could move
substantially even with a small number of Shares traded and should exercise extreme caution when
dealing in the Shares.
SUMMARY

Company information
Stock code  2477
Stock short name  WELLCELL HOLD
Dealings commencement date  12 January 2024*
*see note at the end of the announcement

Price Information
Final Offer Price  HK$1.000
Offer Price Range HK$1.000 - HK$1.300
Offer Price Adjustment exercised  No

Offer Shares and Share Capital
Number of Offer Shares  125,000,000
Number of Offer Shares in Public Offer (after reallocation) 25,000,000
Number of offer shares in Placing (after reallocation) 100,000,000
Number of issued shares upon Listing  500,000,000


Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option  -
- Public Offer  -
- Placing  -

Over-allocation
No. of Offer Shares over-allocated  0

Proceeds
Gross proceeds (Note)  HK$ 125.00 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$ (62.33) million
Net proceeds  HK$ 62.67 million

Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
proceeds, please refer to the Prospectus dated 28 December 2023.


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ALLOTMENT RESULTS DETAILS
PUBLIC OFFER

No. of valid applications  3,480
No. of successful applications  1,447
Subscription level  28.64 times
Claw-back triggered  No
No. of Offer Shares initially available under the Public Offer  12,500,000
No. of Offer Shares reallocated from the Placing 12,500,000
Final no. of Offer Shares under the Public Offer (after
reallocation)
25,000,000
% of Offer Shares under the Public Offer to the Share Offer 20.00%

Note: For details of the final allocation of shares to the Public Offer , investors can refer to
www.ewhiteform.com.hk/results to perform a search by name or identification number or
https://www.ewhiteform.com.hk/eAnnouncement/ for the full list of allottees.
PLACING

No. of placees  176
Subscription Level  0.97 times
No. of Offer Shares initially available under the Placing  112,500,000
No. of Offer Shares reallocated to the Public Offer 12,500,000
Final no. of Offer Shares under the Placing (after reallocation) 100,000,000
% of Offer Shares under the Placing to the Share Offer 80.00%

The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii) none of
the placees and the public who  have purchased the Offer Shares are accustomed to taking instructions from
the Company,  any of the Directors, chief executive of the Company, controlling shareholders, substantial
shareholders, existing shareholders of the Company or any of its subsidiari es or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
name or otherwise held by him/her/it.
Allottees with waivers/consents obtained

Investor
No. of
shares
allocated
% of offer
shares
% of total issued
share capital after
the Share Offer Relationship*
COAST FLAGSHIP
INVESTMENT SPC
-  LIN YU NO.5
MEDICAL
INNOVATION
INVESTMENT SP 10,600,000 8.48% 2.12% Connected client
Total 10,600,000 8.48% 2.12%


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*The Shares placed to the above allottees are held on behalf of an independent third part y (as defined in
Chapter 4.15 of the Guide for the New Listing Applicant) and are in compliance with all the conditions under
the consent granted by the Stock Exchange.  For details, please refer to the section headed “Others / Additional
Information” of this announcement.

LOCK-UP UNDERTAKINGS
Controlling Shareholders
 Name
Number of shares held
in the Company subject
to lock-up
undertakings  upon
listing
% of shareholding in
the Company subject to
lock-up  undertakings
upon listing (assuming
the  Over-allotment
Option is not  exercised)
Last day subject to the
lock-up  undertakings
WellCell Group Co.,
Limited / 經緯天地集團
有限公司
375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Shine Dynasty Limited /
麗朝有限公司
375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Cheer Partners Limited 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Golden Concord Holding
Limited / 金和控股有限
公司
375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Dazzling Power Limited 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Diamond Skyline
Limited
375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Jia Zhengyi / 賈正屹 375,000,000 75.00% 12 July 2024


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Name
Number of shares held
in the Company subject
to lock-up
undertakings  upon
listing
% of shareholding in
the Company subject to
lock-up  undertakings
upon listing (assuming
the  Over-allotment
Option is not  exercised)
Last day subject to the
lock-up  undertakings
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Lin Qihao / 林啟豪 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Fung Man Hon / 馮文瀚 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Cong Bin / 叢斌 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Chen Shenmao / 陳申茂 375,000,000 75.00% 12 July 2024
(First Six-Month
Period) Note 1
   12 January 2025
(Second Six-Month
Period) Note 2
Subtotal 375,000,000 75.00%

In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-
month period ends on 12 July 2024 and for the second six-month period, on 12 January 2025.

Notes
1. The Controlling Shareholder  will cease to be prohibited from disposing of or transferring Shares after the indicated
date.

2. The Controlling Shareholder may dispose of or transfer Shares after the indicated  date subject  to that the Controlling
Shareholder  will not cease to be a Controlling  Shareholder.


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PLACEE CONCENTRATION ANALYSIS
Placees Number of Shares allotted

Allotment as % of Placing (assuming no
exercise of the Over-allotment Option)
Allotment as % of total Offer Shares
(assuming no exercise of the Over-
allotment Option)
Number of
 Shares held upon Listing

% of total issued share capital upon
Listing (assuming no exercise of the
Over-allotment Option)
Top 1 13,600,000  13.60% 10.88% 13,600,000  2.72%
Top 5 45,200,000  45.20% 36.16% 45,200,000  9.04%
Top 10 66,900,000  66.90% 53.52% 66,900,000  13.38%
Top 25 94,500,000  94.50% 75.60% 94,500,000  18.90%

Notes
* Ranking of placees is based on the number of Shares allotted to the placees.


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SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders
Number of   Shares
allotted

Allotment as % of
Placing (assuming no
exercise of the Over -
allotment Option)
Allotment as % of total
Offer Shares (assuming
no exercise of the Over -
allotment Option)
Number of Shares held
upon Listing

% of total issued share
capital upon Listing
(assuming no exercise of
the Over-allotment
Option)
Top 1 0 0.00% 0.00% 375,000,000  75.00%
Top 5 38,200,000  38.20% 30.56% 413,200,000  82.64%
Top 10 63,400,000  63.40% 50.72% 438,400,000  87.68%
Top 25 93,500,000  93.50% 74.80% 468,500,000  93.70%

Notes
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.

BASIS OF ALLOCATION UNDER THE PUBLIC OFFER
Subject to the satisfaction of the conditions  set out in the Prospectus, valid applications made by
the public will be conditionally allocated on the basis set out below:

NO. OF
SHARES
APPLIED FOR
NO. OF
VALID
APPLICATIONS  BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE ALLOTTED
OF THE TOTAL NO. OF
SHARES APPLIED FOR
 4,000  2,066 414 out of 2,066 to receive 4,000 Shares 20.04%
 8,000  248 73 out of 248 to receive 4,000 Shares 14.72%
 12,000  146 50 out of 146 to receive 4,000 Shares 11.42%
 16,000  71 32 out of 71 to receive 4,000 Shares 11.27%
 20,000  78 43 out of 78 to receive 4,000 Shares 11.03%
 24,000  37 24 out of 37 to receive 4,000 Shares 10.81%
 28,000  20 15 out of 20 to receive 4,000 Shares 10.71%
 32,000  34 29 out of 34 to receive 4,000 Shares 10.66%
 36,000  139 126 out of 139 to receive 4,000 Shares 10.07%
 40,000  111 4,000 Shares 10.00%
 60,000  101 4,000 Shares plus 39 out of 101 to receive
additional 4,000 Shares
9.24%
 80,000  43 4,000 Shares plus 35 out of 43 to receive
additional 4,000 Shares
9.07%
 100,000  24 8,000 Shares 8.00%
 120,000  40 8,000 Shares plus 14 out of 40 to receive
additional 4,000 Shares
7.83%
 140,000  26 8,000 Shares plus 18 out of 26 to receive
additional 4,000 Shares
7.69%
 160,000  17 12,000 Shares 7.50%


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180,000  12 12,000 Shares plus 4 out of 12 to receive
additional 4,000 Shares
7.41%
 200,000  49 12,000 Shares plus 32 out of 49 to receive
additional 4,000 Shares
7.31%
 300,000  22 16,000 Shares 5.33%
 400,000  28 16,000 Shares plus 22 out of 28 to receive
additional 4,000 Shares
4.79%
 500,000  13 20,000 Shares 4.00%
 600,000  17 20,000 Shares plus 14 out of 17 to receive
additional 4,000 Shares
3.88%
 700,000  26 24,000 Shares 3.43%
 800,000  17 24,000 Shares plus 14 out of 17 to receive
additional 4,000 Shares
3.41%
 900,000  8 28,000 Shares 3.11%
 1,000,000  28 28,000 Shares plus 14 out of 28 to receive
additional 4,000 Shares
3.00%
1,500,000 10 40,000 Shares 2.67%
2,000,000 2 48,000 Shares 2.40%
2,500,000 1 56,000 Shares 2.24%
 3,000,000  2 64,000 Shares 2.13%
 3,500,000  23 72,000 Shares 2.06%
 4,000,000  19 580,000 Shares 14.50%
 4,500,000  1 644,000 Shares 14.31%
 6,248,000  1 836,000 Shares 13.38%
Total 3,480


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

COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Company’s shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
SFC transaction levy and trading fee payable.

OTHERS / ADDITIONAL INFORMATION
Placing of Offer Shares to Connected Client

Under the Placing, 10,600,000 Offer Shares (the “Relevant Placing Shares”) (representing
approximately 8.48% of the total number of Offer Shares available under the Share Offer and
approximately 2.12% of the total issued share capital of the Company upon Listing) were placed to Lin
Yu No. 5 Medical Innovation Investment SP (the “Lin Yu No. 5”), a segregated portfolio of Coast
Flagship Investment SPC (the “SPC”).


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The SPC and Beta International Securities Limited (“Beta HK”) have a common controlling
shareholder. Beta HK is one of the Joint Global Coordinators, Joint Bookrunners and Joint Lead
Managers. In this regard, the SPC (for and on behalf of Lin Yu No. 5) is considered to be a member of
the same group as Beta HK by virtue of Note 18 to Chapter 4.15 of the Guide for New Listing
Applicants. As such, the SPC (for and on behalf of Lin Yu No. 5) is considered a “connected client” of
Beta HK under paragraph 13(7) of Appendix F1 of the Listing Rules (the “Placing Guidelines”).

The Relevant Placing Shares will be held by the SPC (for and on behalf of Lin Yu No. 5) on a
discretionary basis on behalf of an independent third party (the “Ultimate Beneficial Owner”) which is
independent of the Company.

The Ultimate Beneficial Owner (i) is the sole investor of Lin Yu No. 5; (ii) and together with its directors
and substantial shareholders, are independent of and are not connected persons of the Company for the
purpose of the Listing Rules; and (iii) is independent of Beta HK and its respective directors and
shareholders.

The Joint Sponsors have applied to the Stock Exchange for, and the Stock Exchange has granted to the
Company, consent under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate
the Relevant Placing Shares to SPC (for and on behalf of Lin Yu No. 5). The allocation of the Relevant
Placing Shares to SPC (for and on behalf of Lin Yu No. 5) is in compliance with the conditions of the
consent granted by the Stock Exchange.

Others

Each of the Directors and the Sole Overall Coordinator confirm that the maximum number of shares
permitted under Public Offer after reallocation of Offer Shares from Placing to the Public Offer has not
been exceeded pursuant to the Listing Rules.

DISCLAIMERS

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the United States and the
District of Columbia). This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in   the United States. The securities mentioned
herein have not been, and will not be, r egistered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”). The securities may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the U.S. Securities Act a nd in
compliance with any applicable state securities laws, or outside the United States unless in
compliance with Regulation S under the U.S. Securities Act. There will be no public offer of
securities in the United States.
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 28 December 2023 issued by Wellcell Holdings Co.,


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Limited for detailed information about the Share Offer described below before deciding whether or
not to invest in the Shares thereby being offered.
*Potential investors of  the Offer Shares should note that the Joint Representatives (for themselves
and on behalf of  the Hong Kong Underwriters) shall be entitled to terminate their obligations under
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
events set out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses
–Public Offering – Hong Kong Underwriting Agreement – 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 12 January 2024 ).

PUBLIC FLOAT

Immediately after completion of the Share Offer and the Capitalisation Issue, (i) 25% of the total issued
Shares will be held by the public in compliance with Rule 8.08(1)(a) of the Listing Rules; (ii) the three
largest public Shareholders will not hold more than 50% of the Shares held in the public hands at the
time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iii) there will be
at least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
The Directors confirm that immediately after the completion of the Share Offer and the Capitalisation
Issue, (i) no placee will, individually, be placed more than 10% of the enlarged issued share capital of
the Company; and (ii) there will not be any new substantial shareholder (as defined in the Listing Rules)
of the Company.

COMMENCEMENT OF DEALINGS

Share certificates will only become valid at 8:00 a.m. (Hong Kong time) o n Friday, 12 January 2024,
provided that the Share Offer has become unconditional and the right of termination described in the
section headed ‘‘Underwriting — Underwriting arrangements  and expenses  —Public Offer
Underwriting Agreement —Grounds for termina tion’’ in the Prospectus has not been exercised.
Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming
valid evidence of title do so entirely at their own risk.

Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. (Hong Kong time) on
Friday, 12 January 2024, it is expected that dealings in the Shares on the Stock Exchange will
commence at 9:00 a.m. on Friday, 12 January 2024. The Shares will be traded in board lots of 4,000
Shares each. The stock code of the Shares is 02477.

By order of the Board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman

Hong Kong, 11 January 2024

As of the date of this announcement, the directors of the Company are as follows:
Executive Directors

Mr. Jia Zhengyi (Chairman)
Independent Non-executive Directors

Mr. Wu Wing Kuen


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Ms. Liu Ping
Mr. Cong Bin

Mr. Leung Kwong Sak
Mr. Yu Chi Wing

Non-executive Director

Mr. Lin Qihao


This announcement is available for viewing on the website of the Company at www.wellcell.com.cn and the website of
the Stock Exchange at www.hkexnews.hk.