geometrybase
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.
1349 lines
32 KiB
Plaintext
1349 lines
32 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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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
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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 June 28, 2024 (the “Prospectus ”) issued by Shanghai Voicecomm Information
|
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Technology Co., Ltd.* (ʮ̡ ) (the “Company ”).
|
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
|
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offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
|
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prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
|
||
Offering described below before deciding whether or not to invest in the Offer Shares. Any investment decision in
|
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relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
|
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This announcement is not for release, publication, 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). This
|
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in
|
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the United States or in any other jurisdictions. The Offer Shares have not been and will not be registered under the
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U.S. Securities Act of 1933, as amended, supplemented or otherwise modified from time to time (the “U.S. Securities
|
||
Act”) or any state securities laws in the United States, and may not be offered, sold, pledged or otherwise transferred
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within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in
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transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in accordance
|
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with any applicable U.S. state securities law. The Offer Shares are being offered and sold outside the United States to
|
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persons that are not, and are not acting for the account or benefit of U.S. Persons in offshore transactions in reliance
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on Regulation S under the U.S. Securities Act. There will not be and is not currently intended to be any public offering
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of securities of the Company in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as
|
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stabilizing manager (the “Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the
|
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Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at such
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price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may
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determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
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any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
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regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to
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an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Sunday,
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August 4, 2024). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so,
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in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
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and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited acts as
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the Sole Sponsor and the Sole Overall Coordinator.
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Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of
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the other Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting { Underwriting
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arrangements and expenses { The Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at any
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time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, July
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10, 2024.)
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--- page 2 ---
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2
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Shanghai Voicecomm Information Technology Co., Ltd.*
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 4,365,660 H Shares (subject to the
|
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 436,580 H Shares
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Number of International Offer Shares : 3,929,080 H Shares (subject to
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the Over-allotment Option)
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Offer Price : HK$152.10 per H Share, plus
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brokerage of 1.0%, SFC transaction
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levy of 0.0027%, AFRC transaction
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levy of 0.00015% and Stock Exchange
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trading fee of 0.00565%
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Nominal Value : RMB1.00 per H Share
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Stock Code : 2495
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Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator, Joint Bookrunner
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and Joint Lead Manager
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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⳪暲@:9)
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Joint Lead Managers (in alphabetical order)
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--- page 3 ---
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SHANGHAI VOICECOMM INFORMATION TECHNOLOGY CO., LTD.* / 上海聲
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通信息科技股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated June 28, 2024 (the “Prospectus”)
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issued by Shanghai Voicecomm Information Technology Co., Ltd.* (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H
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Shareholders, H Shareholders and prospective investors should be aware that the price
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of the H Shares could move substantially even with a small number of H Shares traded
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and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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||
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Company Information
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||
Stock Code 2495
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Stock Short Name VOICECOMM
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Dealings commencement date July 10, 2024*
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* see note at the end of the announcement
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Price Information
|
||
Offer Price HK$152.10
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares 4,365,660
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Number of Offer Shares in Hong Kong
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Public Offering
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436,580
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Number of offer shares in International
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Offering (assuming the Over -
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Allotment Option is not exercised)
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3,929,080
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Number of issued shares upon Listing
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(assuming the Over -Allotment Option is
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not exercised)
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35,424,890
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Over-allocation
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No. of Offer Shares over-allocated 190,660
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over -allotment Option
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is exercised, an announcement will be made on the Stock Exchange’s website.
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||
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* For identification purpose only
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--- page 4 ---
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Proceeds
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Gross proceeds (Note) HK$664.02 million
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Less: Estimated listing expenses
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payable based on Offer Price
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HK$(92.37) million
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Net Proceeds HK$571.65 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive, assuming
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the Over-Allotment Option is not exercised. For details of the use of proceeds, please refer
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to the Prospectus dated June 28, 2024.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 2,734
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No. of successful applications 1,693
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Subscription level 3.51 times
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Claw-back triggered No
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No. of Offer Shares initially available
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under the Hong Kong Public Offering
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436,580
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No. of Offer Shares reallocated from the
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International Offering (claw-back)
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Nil
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Final no. of Offer Shares under the Hong
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Kong Public Offering
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436,580
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% of Offer Shares under the Hong Kong
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Public Offer ing to the Global Offering
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(assuming the Over -Allotment Option is
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not exercised)
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10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors
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can refer to www.eipo.com.hk/eIPOAllotment
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to perform a search by name or identification
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number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 135
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Subscription Level 1.24 times
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No. of Offer Shares initially available
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under the International Offering
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3,929,080
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Final no. of Offer Shares under the
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International Offering (after over-
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allocation)
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4,119,740
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--- page 5 ---
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% of Offer Shares under the International
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Offering to the Global Offering (assuming
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the Over -Allotment Option is not
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exercised)
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of
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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, Supervisors, chief executive of the Company,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or
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their respective close associates; and (ii) none of the placees and the public who have
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purchased the Offer Shares are accustomed to taking instructions from the Company, any of
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the Directors, Supervisors, chief executive of the Company, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of Shares registered in
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his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor No. of Offer
|
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Shares
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allocated
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% of Offer
|
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Shares(assum
|
||
ing the Over-
|
||
Allotment
|
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Option is not
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exercised)
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% of total
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issued H
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Shares
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after the
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Global
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||
Offering
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% of total
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issued
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share
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capital
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after the
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Global
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Offering
|
||
Existing
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shareholders
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or their
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close
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associates
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Jiangsu
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Jiangkong
|
||
Investment
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Co., Ltd. /
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江蘇江控投
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||
資有限公司
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||
|
||
350,040 8.02% 2.69% 0.99% No
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Wuhan
|
||
Guangtong
|
||
Gongying
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership)
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/
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武漢光通
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||
共贏企業管
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||
理合夥企業
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1,404,820 32.18% 10.81% 3.97% No
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--- page 6 ---
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(有限合夥)
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Total 1,754,860
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40.20% 13.51% 4.95%
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
|
||
Controlling Shareholders
|
||
|
||
Name Number of shares
|
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held in the Company
|
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subject to lock-up
|
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undertakings upon
|
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listing
|
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% of total
|
||
issued H-
|
||
shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
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% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon listing
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Last day
|
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subject to the
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lock-up
|
||
undertakings
|
||
Shanghai
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V oicecomm
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Rongzhi
|
||
Technology
|
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Group Co., Ltd.
|
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/
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上海聲通融
|
||
智技術集團有
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限公司
|
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|
||
5,093,558 0% 14.38%
|
||
|
||
July 9, 2025
|
||
Mr. Tang
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Jinghua / 湯敬
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華
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3,498,000 0% 9.87% July 9, 2025
|
||
Mr. Sun Qi / 孫
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||
琪
|
||
1,800,000 0% 5.08% July 9, 2025
|
||
Shanghai
|
||
Jiageng Culture
|
||
Communication
|
||
Co., Ltd. /
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上
|
||
海甲庚文化傳
|
||
播有限公司
|
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|
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540,000 0% 1.52% July 9, 2025
|
||
Shanghai
|
||
Jiangfan
|
||
Technology
|
||
Development
|
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Co., Ltd. /
|
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上海
|
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江泛科技发展
|
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有限公司
|
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|
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240,000 (including
|
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72,000 H shares)
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0.55% 0.68% July 9, 2025
|
||
Subtotal 11,171,558 (including 0.55% 31.54%
|
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--- page 7 ---
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72,000 H Shares)
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Assuming the Over-allotment Option is not exercised.
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The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC
|
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law.
|
||
|
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Pre-IPO Investors (as defined in the Prospectus)
|
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|
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Name Number of shares
|
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held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
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listing
|
||
% of total
|
||
issued H-
|
||
shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Jiaxing
|
||
Chengshun
|
||
Phase II Equity
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
嘉興誠順貳期
|
||
股權投資合夥
|
||
企業(有限合
|
||
夥
|
||
)
|
||
1,538,462 0% 4.34% July 9, 2025
|
||
Gongqingcheng
|
||
Huanping
|
||
Equity
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
共青城環平股
|
||
權投資合夥企
|
||
業
|
||
(有限合夥)
|
||
745,000 0% 2.10% July 9, 2025
|
||
Shanghai
|
||
Xinzhuang
|
||
Industrial Park
|
||
Economic and
|
||
Technology
|
||
Development
|
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Co., Ltd. / 上
|
||
660,000 0% 1.86% July 9, 2025
|
||
|
||
|
||
--- page 8 ---
|
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海市莘莊工業
|
||
區經濟技術發
|
||
展有限公司
|
||
|
||
Chengdu
|
||
Technology
|
||
Innovation
|
||
Investment
|
||
Group Co., Ltd.
|
||
/
|
||
成都科技創
|
||
新投資集團股
|
||
份有限公司
|
||
|
||
603,000 0% 1.70% July 9, 2025
|
||
Zibo Bokai
|
||
Venture Capital
|
||
Co., Ltd. /
|
||
淄
|
||
博博開創業投
|
||
資有限公司
|
||
|
||
500,000 0% 1.41% July 9, 2025
|
||
Shanghai
|
||
Donghao
|
||
Lansheng
|
||
Human
|
||
Resources
|
||
Industry Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
上海東浩蘭生
|
||
人力資源產業
|
||
股權投資基金
|
||
合夥企業(有限
|
||
合夥
|
||
)
|
||
500,000 0% 1.41% July 9, 2025
|
||
Neijiang High-
|
||
tech Investment
|
||
Service Co.,
|
||
Ltd. /
|
||
內江高
|
||
新科技投資服
|
||
務有限責任公
|
||
司
|
||
|
||
461,538 0% 1.30% July 9, 2025
|
||
Chengdu
|
||
Tongchuang
|
||
Zhixing
|
||
Enterprise
|
||
Management
|
||
22,000 0% 0.06% July 9, 2025
|
||
|
||
|
||
--- page 9 ---
|
||
Consulting
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
成都同創知行
|
||
企業管理咨詢
|
||
合夥企業(有限
|
||
合夥
|
||
)
|
||
Zibo Yingke
|
||
Jiyun Venture
|
||
Capital
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
淄博盈科吉運
|
||
創業投資合夥
|
||
企業(有限合
|
||
夥
|
||
)
|
||
2,400,000 (including
|
||
1,200,000 H shares)
|
||
9.24% 6.77% July 9, 2025
|
||
Qingdao
|
||
Yingke Value
|
||
Venture Capital
|
||
Partnership
|
||
(L.P.) /
|
||
青島盈
|
||
科價值創業投
|
||
資合夥企業(有
|
||
限合夥
|
||
)
|
||
1,250,000 (including
|
||
625,000 H shares)
|
||
4.81% 3.53% July 9, 2025
|
||
Shanghai
|
||
Cuiwen
|
||
Network
|
||
Technology
|
||
Co., Ltd. /
|
||
上
|
||
海萃問網絡科
|
||
技有限公司
|
||
|
||
510,000 (including
|
||
400,000 H shares)
|
||
3.08% 1.44% July 9, 2025
|
||
Xi’an
|
||
Jinxuntong
|
||
Software
|
||
Technology
|
||
Co., Ltd. /
|
||
西
|
||
安金訊通軟件
|
||
技術有限公司
|
||
|
||
277,692 (including
|
||
138,846 H shares)
|
||
1.07% 0.78% July 9, 2025
|
||
Jiaxing
|
||
Shangyu
|
||
Investment
|
||
Partnership
|
||
1,800,000 (including
|
||
1,300,000 H shares)
|
||
10.01% 5.08% July 9, 2025
|
||
|
||
|
||
--- page 10 ---
|
||
(Limited
|
||
Partnership) /
|
||
嘉興尚裕投資
|
||
合夥企業(有限
|
||
合夥)
|
||
Suzhou Bodao
|
||
Dinghua Equity
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
蘇州僰道鼎華
|
||
股權投資合夥
|
||
企業(有限合
|
||
夥
|
||
)
|
||
750,000 (including
|
||
250,000 H shares)
|
||
1.92% 2.12%
|
||
|
||
July 9, 2025
|
||
Gongqingcheng
|
||
Softbank
|
||
Huaxin
|
||
Investment
|
||
Center
|
||
(Limited
|
||
Partnership) /
|
||
共青城軟銀華
|
||
鑫投資中心(有
|
||
限合夥
|
||
)
|
||
600,000 (including
|
||
150,000 H shares)
|
||
1.15% 1.69% July 9, 2025
|
||
Jiaxing Laida
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
嘉興萊達投資
|
||
合夥企業(有限
|
||
合夥
|
||
)
|
||
500,000 H shares 3.85% 1.41% July 9, 2025
|
||
Qingdao Huazi
|
||
Shengtong
|
||
Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
青島華資盛通
|
||
股權投資基金
|
||
合夥企業
|
||
(有限
|
||
500,000 H shares 3.85% 1.41% July 9, 2025
|
||
|
||
|
||
--- page 11 ---
|
||
合夥)
|
||
Zhejiang Jiuli
|
||
Investment
|
||
Management
|
||
Co., Ltd. / 浙
|
||
江久立投資管
|
||
理有限公司
|
||
|
||
461,538 (including
|
||
153,846 H shares)
|
||
1.18% 1.30% July 9, 2025
|
||
Chongqing
|
||
Yuanzhi
|
||
Xingjian
|
||
Information
|
||
Technology
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
重慶遠致行健
|
||
信息技術合夥
|
||
企業(有限合
|
||
夥
|
||
)
|
||
141,442 (including
|
||
70,721 H shares)
|
||
0.54% 0.40% July 9, 2025
|
||
Shanghai Zhuyi
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
上海杼翊企業
|
||
管理合夥企業
|
||
(有限合夥)
|
||
50,000 (including
|
||
25,000 H shares)
|
||
0.19% 0.14% July 9, 2025
|
||
Beijing Jingjin
|
||
Investment
|
||
Management
|
||
Consulting Co.,
|
||
Ltd. /
|
||
北京靖錦
|
||
投資管理咨詢
|
||
有限公司
|
||
|
||
250,000 (including
|
||
125,000 H shares)
|
||
0.96% 0.71% July 9, 2025
|
||
Ms. Song
|
||
Qimin / 宋琦
|
||
敏
|
||
50,000 H shares 0.38% 0.14% July 9, 2025
|
||
Ms. Pan Qi /
|
||
潘琪
|
||
30,000 0% 0.08% July 9, 2025
|
||
Mr. Zhang
|
||
Weihua / 張偉
|
||
華
|
||
20,000 (including
|
||
8,000 H shares)
|
||
0.06% 0.06% July 9, 2025
|
||
Mr. Chen 10,000 (including 0.04% 0.03% July 9, 2025
|
||
|
||
|
||
--- page 12 ---
|
||
Xuanjun / 陳
|
||
宣君
|
||
5,000 H shares)
|
||
Subtotal 14,630,672 (including
|
||
5,501,413 H Shares)
|
||
42.35% 41.30%
|
||
Assuming the Over-allotment Option is not exercised.
|
||
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC
|
||
law.
|
||
|
||
Existing Shareholder (other than the Controlling Shareholders and Pre -IPO Investors as
|
||
defined in the Prospectus)
|
||
|
||
Name Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total
|
||
issued H-
|
||
shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Ms. Xu Ping /
|
||
許萍
|
||
60,000 0% 0.17% July 9, 2025
|
||
Shanghai
|
||
Hengxi Private
|
||
Equity Fund
|
||
Management
|
||
Co.,Ltd. /
|
||
上海
|
||
恒翕私募基金
|
||
管理有限公司
|
||
|
||
50,000 0% 0.14% July 9, 2025
|
||
Jiangsu Xinzhi
|
||
Equity
|
||
Investment
|
||
Management
|
||
Co., Ltd. /
|
||
江
|
||
蘇鑫智股權投
|
||
資管理有限公
|
||
司
|
||
|
||
20,000 0% 0.06% July 9, 2025
|
||
Mr. Feng Jian /
|
||
馮健
|
||
20,000 0% 0.06% July 9, 2025
|
||
Shanghai
|
||
Chenqi
|
||
Information
|
||
Consultation
|
||
Co., Ltd. / 上
|
||
2,327,000 (including
|
||
1,500,000 H shares)
|
||
11.55% 6.57% July 9, 2025
|
||
|
||
|
||
--- page 13 ---
|
||
海晨氣信息咨
|
||
詢有限公司
|
||
Mr. Qin
|
||
Huai’er / 覃懷
|
||
二
|
||
1,000,000 (including
|
||
200,000 H shares)
|
||
1.54% 2.82% July 9, 2025
|
||
Mr. Zhang
|
||
Zhuo / 張卓
|
||
500,000 (including
|
||
250,000 H shares)
|
||
1.92% 1.41% July 9, 2025
|
||
Mr. Yang
|
||
Leizhe / 楊蕾
|
||
喆
|
||
300,000 (including
|
||
250,000 H shares)
|
||
1.92% 0.85% July 9, 2025
|
||
Mr. Luo Jun /
|
||
駱軍
|
||
200,000 H shares 1.54% 0.56% July 9, 2025
|
||
Mr. Lu Liguang
|
||
/ 盧禮光
|
||
125,000 (including
|
||
62,500 H shares)
|
||
0.48% 0.35% July 9, 2025
|
||
Ms. Pan
|
||
Peihong / 潘培
|
||
紅
|
||
125,000 H shares 0.96% 0.35% July 9, 2025
|
||
Ms. Du
|
||
Yingdong / 杜
|
||
英東
|
||
100,000 H shares 0.77% 0.28% July 9, 2025
|
||
Mr. Bian
|
||
Yulong / 卞玉
|
||
龍
|
||
100,000 H shares 0.77% 0.28% July 9, 2025
|
||
Shanghai
|
||
Jiayuan
|
||
Intelligent
|
||
Technology
|
||
Co., Ltd. /
|
||
上
|
||
海嘉沅智能科
|
||
技有限公司
|
||
|
||
100,000 H shares 0.77% 0.28% July 9, 2025
|
||
Shanghai
|
||
Juntuo
|
||
Intelligent
|
||
Technology
|
||
Co., Ltd. /
|
||
上
|
||
海駿拓智能科
|
||
技有限公司
|
||
|
||
100,000 H shares 0.77% 0.28% July 9, 2025
|
||
Mr. Yan
|
||
Zhiqiang / 嚴
|
||
誌強
|
||
80,000 (including
|
||
40,000 H shares)
|
||
0.31%
|
||
|
||
0.23% July 9, 2025
|
||
Mr. Ding Yi /
|
||
丁毅
|
||
50,000 (including
|
||
25,000 H shares)
|
||
0.19% 0.14% July 9, 2025
|
||
Subtotal 5,257,000 (including
|
||
3,052,500 H Shares)
|
||
23.50% 14.84%
|
||
|
||
|
||
--- page 14 ---
|
||
Assuming the Over-allotment Option is not exercised.
|
||
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC
|
||
law.
|
||
|
||
Cornerstone Investors
|
||
|
||
Name Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total
|
||
issued H-
|
||
shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Jiangsu
|
||
Jiangkong
|
||
Investment Co.,
|
||
Ltd. / 江蘇江控
|
||
投資有限公司
|
||
350,040 H Shares 2.69% 0.99% January 9,
|
||
2025
|
||
Wuhan
|
||
Guangtong
|
||
Gongying
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership) /
|
||
武
|
||
漢光通共贏企業
|
||
管理合夥企業
|
||
(有限合夥)
|
||
1,404,820 H Shares 10.81% 3.97% January 9,
|
||
2025
|
||
Subtotal 1,754,860 13.51% 4.95%
|
||
Assuming the Over-allotment Option is not exercised.
|
||
The expiry date of the lock- up period shown in the table above is pursuant to the relevant
|
||
Cornerstone Investment Agreement.
|
||
|
||
|
||
--- page 15 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
|
||
Allotment
|
||
as % of
|
||
Internationa
|
||
l Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
Internationa
|
||
l Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
·% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 1,404,820 35.75% 34.10% 32.18% 30.83% 1,404,820 3.97% 3.94%
|
||
Top 5 3,658,960 93.13% 88.82% 83.81% 80.31% 3,658,960 10.33% 10.27%
|
||
Top 10 4,108,740 104.57% 99.73% 94.11% 90.18% 4,108,740 11.60% 11.54%
|
||
Top 25 4,117,540 104.80% 99.95% 94.32% 90.37% 4,117,540 11.62% 11.56%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 16 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
|
||
H
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
arssue
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
|
||
% of total
|
||
issued H
|
||
Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of
|
||
total
|
||
issued H
|
||
Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
Top 1 - 0.00% 0.00% 0.00% 0.00% 2,325,000 17.90% 17.64% 4,650,000
|
||
Top 5 2,054,820 52.30% 49.88% 47.07% 45.10% 7,679,820 59.11% 58.26% 11,331,820
|
||
Top 10 3,658,960 93.13% 88.82% 83.81% 80.31% 9,933,960 76.46% 75.36% 17,543,960
|
||
Top 25 3,958,340 100.74% 96.08% 90.67% 86.88% 12,226,032 94.11% 92.75% 21,977,570
|
||
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
|
||
Sharehol
|
||
ders*
|
||
Number o
|
||
f H Share
|
||
s allotted
|
||
|
||
Allotment
|
||
as % of
|
||
Internation
|
||
al Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 72,000 11,171,558 31.54% 31.37%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 5,947,000 24,546,558 69.29% 68.92%
|
||
Top 10 2,703,720 68.81% 65.63% 61.93% 59.34% 8,850,720 29,410,278 83.02% 82.58%
|
||
Top 25 3,873,740 98.59% 94.03% 88.73% 85.02% 12,051,653 34,200,970 96.55% 96.03%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
|
||
|
||
--- page 17 ---
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 2,734 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF V ALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT /
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
20 1,503
|
||
524 out of 1,503 to receive 20
|
||
Shares 34.86%
|
||
40 204
|
||
142 out of 204 to receive 20
|
||
Shares 34.80%
|
||
60 298
|
||
20 Shares plus 13 out of 298
|
||
to receive additional 20 Shares 34.79%
|
||
80 47
|
||
20 Shares plus 18 out of 47 to
|
||
receive additional 20 Shares 34.57%
|
||
100 136
|
||
20 Shares plus 95 out of 136
|
||
to receive additional 20 Shares 33.97%
|
||
120 21 40 Shares 33.33%
|
||
140 20
|
||
40 Shares plus 6 out of 20 to
|
||
receive additional 20 Shares 32.86%
|
||
160 13
|
||
40 Shares plus 8 out of 13 to
|
||
receive additional 20 Shares 32.69%
|
||
180 6
|
||
40 Shares plus 5 out of 6 to
|
||
receive additional 20 Shares 31.48%
|
||
200 142
|
||
60 Shares plus 21 out of 142
|
||
to receive additional 20 Shares 31.48%
|
||
300 86
|
||
80 Shares plus 62 out of 86 to
|
||
receive additional 20 Shares 31.47%
|
||
400 31
|
||
120 Shares plus 9 out of 31 to
|
||
receive additional 20 Shares 31.45%
|
||
500 26
|
||
140 Shares plus 22 out of 26
|
||
to receive additional 20 Shares 31.38%
|
||
600 31
|
||
180 Shares plus 12 out of 31
|
||
to receive additional 20 Shares 31.29%
|
||
700 7
|
||
200 Shares plus 6 out of 7 to
|
||
receive additional 20 Shares 31.02%
|
||
800 12
|
||
240 Shares plus 4 out of 12 to
|
||
receive additional 20 Shares 30.83%
|
||
900 8
|
||
260 Shares plus 6 out of 8 to
|
||
receive additional 20 Shares 30.56%
|
||
|
||
|
||
--- page 18 ---
|
||
1,000 53
|
||
300 Shares plus 14 out of 53
|
||
to receive additional 20 Shares 30.53%
|
||
2,000 30
|
||
600 Shares plus 15 out of 30
|
||
to receive additional 20 Shares 30.50%
|
||
3,000 13
|
||
900 Shares plus 9 out of 13 to
|
||
receive additional 20 Shares 30.46%
|
||
4,000 8
|
||
1,200 Shares plus 7 out of 8 to
|
||
receive additional 20 Shares 30.44%
|
||
5,000 3 1,520 Shares 30.40%
|
||
6,000 2 1,820 Shares 30.33%
|
||
7,000 3 2,120 Shares 30.29%
|
||
8,000 4 2,420 Shares 30.25%
|
||
9,000 1 2,720 Shares 30.22%
|
||
10,000 9 3,020 Shares 30.20%
|
||
20,000 4 6,040 Shares 30.20%
|
||
30,000 2 9,060 Shares 30.20%
|
||
Total 2,723
|
||
Total number of Pool A
|
||
successful applicants: 1,682
|
||
POOL B
|
||
40,000 8
|
||
10,560 Shares plus 3 out of 8
|
||
to receive additional 20 Shares 26.42%
|
||
70,000 1 18,480 Shares 26.40%
|
||
218,280 2
|
||
57,620 Shares plus 1 out of 2
|
||
to receive additional 20 Shares 26.40%
|
||
Total 11
|
||
Total number of Pool B
|
||
successful applicants: 11
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in
|
||
the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants. Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect
|
||
of which consent has been obtained, the Company has complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
|
||
The Directors confirm that, to the best of their knowle dge, no rebate has been, directly or
|
||
indirectly, provided by the Company , its C ontrolling Shareholders, Directors or syndicate
|
||
members to any placees or the public (as the case may be) and the consideration payable by
|
||
them for each Offer Share subscribed for or purchased by them was the same as the Offer Price
|
||
in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee
|
||
payable.
|
||
|
||
|
||
--- page 19 ---
|
||
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 does not constitute an offer to sell or the solicitation of an offer to buy
|
||
nor shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation
|
||
or sales would be unlawful. This announcement is not for release, publication, distribution,
|
||
directly or indirectly, in or into the United States (including its territories and possessions,
|
||
any state of the United States and the District of Columbia). This announcement does not
|
||
constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
||
in the United States. The securities mentioned herein have not been, and will not be,
|
||
registered under the United States Securities Act of 1933, as amended from time to time (the
|
||
“U.S. Securities Act”). The securities may not be offered or sold in the United States, except
|
||
pursuant to an exempt from the registration requirements of the U.S. Securities Act. The
|
||
Company has not intended and does not intend to make any public offer of securities in the
|
||
United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions
|
||
in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an offer or an
|
||
invitation to induce an offer to acquire, purchase or subscribe for any securities of the
|
||
Company. This announcement is not a prospectus. P otential investors should read the
|
||
Prospectus for detailed information about the Company and the Global Offering described
|
||
below before deciding whether or not to invest in the Offer Shares.
|
||
* Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for
|
||
itself and on behalf of the Hong Kong Underwriters) can, in its sole and absolute discretion,
|
||
terminate 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 – The Hong Kong Public Offering – Grounds for Termination”
|
||
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which
|
||
is currently expected to be on July 10, 2024).
|
||
|
||
|
||
--- page 20 ---
|
||
3
|
||
PUBLIC FLOAT
|
||
Immediately after the completion of the Global Offering, 9,805,727 H Shares, representing
|
||
approximately 27.68% of the issued share capital of our Company will count towards the public
|
||
float (assuming the Over-Allotment Option is not exercised), satisfying the minimum percentage
|
||
prescribed by Rule 8.08 of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) at least
|
||
25% of the total number of issued Shares will be held by the public, in compliance with Rule
|
||
8.08(1) of the Listing Rules; (ii) the Shares will be held by at least 300 Shareholders at the time
|
||
of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public
|
||
Shareholders will not hold more than 50% of the Shares held in public hands at the time of Listing,
|
||
in compliance with Rule 8.08(3) of the Listing Rules; (iv) no placee will, individually, be placed
|
||
more than 10% of the enlarged issued share capital of the Company immediately after the Global
|
||
Offering; and (v) there will not be any new substantial Shareholder (as defined in the Listing
|
||
Rules) of the Company.
|
||
COMMENCEMENT OF DEALINGS
|
||
No temporary documents of title will be issued in respect of the H Shares. No receipt will be
|
||
issued for sums paid on application. H Share certificates will only become valid evidence of title at
|
||
8:00 a.m. on Wednesday, July 10, 2024 (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 { The Hong Kong Public Offering { Grounds for
|
||
Termination ” in the Prospectus has not been exercised. Investors who trade Shares prior to the
|
||
receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their
|
||
own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday,
|
||
July 10, 2024 (Hong Kong time), dealings in the H Shares on the Stock Exchange are expected
|
||
to commence at 9:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time). The H Shares will be
|
||
traded in board lots of 20 H Shares each. The stock code of the H Shares is 2495.
|
||
By order of the Board
|
||
Shanghai Voicecomm Information Technology Co., Ltd.*
|
||
Mr. TANG Jinghua
|
||
Chairman
|
||
Hong Kong, July 9, 2024
|
||
As of the date of this announcement, the Board of Directors of the Company comprises Mr.
|
||
TANG Jinghua as chairman and executive Director, Mr. SUN Qi as executive Director, Mr.
|
||
YANG Xiaoyuan, Mr. TAN Xiaobo, Mr. CHEN Yulei and Ms. MA Tiantian as non-executive
|
||
Directors, and Mr. LIU Rong, Mr. WU Haipeng, Mr. MU Binrui and Mr. SINN Wai Kin Derek as
|
||
independent non-executive Directors.
|
||
* For identification purpose only
|