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--- page 1 ---
1
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, and is not intended to, constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares 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 and
may not be offered, sold, pledged or otherwise transferred within the United States, except in transactions
exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with
any applicable state securities laws. There will be no public offer of the Offer Shares in the United States. The
Offer Shares are being offered and sold solely (1) to qualified institutional buyers as defined in Rule 144A
under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act; and
(2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities
Act and applicable laws of each jurisdiction where those offers and sales occur.
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 June 18, 2025 (the “Prospectus”) issued by SAINT BELLA Inc. (ʮ̡) (the
“Company”) for detailed information about the Global Offering described below before deciding whether or
not to invest in the Shares thereby being offered. The Company has not been and will not be registered under
the U.S. Investment Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
as those defined in the Prospectus.
In connection with the Global Offering, UBS AG Hong Kong Branch as stabilizing manager (the “Stabilizing
Manager”) (or its affiliates or any person acting for it) on behalf of the Underwriters, to the extent permitted
by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may make purchases, over-
allocate or effect transactions in the market or otherwise take such stabilizing action(s) with a view to
stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager
(or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action,
if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or its affiliates or any
person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the
Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days
after the last day for lodging applications under the Hong Kong Public Offering.
Potential investors should note that no stabilizing action can be taken to support the price of the Shares
for longer than the stabilization period, which will begin on the Listing Date and is expected to expire on
Wednesday, July 23, 2025, being the 30th day after the last day for lodging applications under the Hong
Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the
Shares, and therefore the price of the Shares, could fall.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to
subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the
Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) if certain events shall
occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting”
in the Prospectus. It is important that you refer to that section for further details.
--- page 2 ---
2
SAINT BELLA Inc.
聖貝拉有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 109,733,000 Shares (taking into account the
full exercise of the Offer Size Adjustment
Option and subject to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 47,710,000 Shares (as adjusted after
reallocation)
Number of International Offer Shares : 62,023,000 Shares (taking into account the
full exercise of the Offer Size Adjustment
Option, as adjusted after reallocation and
subject to the Over-allotment Option)
Offer Price : HK$6.58 per Share plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565%, and
AFRC transaction levy of 0.00015%
Nominal value : US$0.0001 per Share
Stock code : 2508
Joint Sponsors, Joint Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
--- page 3 ---
SAINT BELLA INC. / 聖貝拉有限公司
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 June 18, 2025 (the “Prospectus”) issued by
SAINT BELLA Inc. (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 2508
Stock short name SAINT BELLA
Dealings commencement date June 26, 2025*
*see note at the end of the announcement
Price Information
Final Offer Price HK$6.580
Offer Price Range N/A
Offer Shares and Share Capital
Number of Offer Shares 109,733,000
Final Number of Offer Shares in Hong Kong Public
Offering (as adjusted after reallocation)
47,710,000
Final Number of offer shares in International Offering
(taking into account the full exercise of the Offer Size
Adjustment Option, as adjusted after reallocation and
subject to the Over-allotment Option)
62,023,000
Number of issued shares upon Listing 609,733,000
The number of offer shares above is determined after taking into account the additional shares issued
under the following Offer Size Adjustment Option
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 14,313,000
- International Offering 14,313,000
Over-allocation
No. of Offer Shares over-allocated 16,459,500
- International Offering 16,459,500
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
in the secondary market at prices that do not exceed the Offer Price or a combination of these means.
In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
Exchanges website.
Proceeds
Gross proceeds (Note) HK$ 722.04 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$ (92.09) million
--- page 4 ---
Net proceeds HK$ 629.95 million
Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use
of proceeds, please refer to the Prospectus dated June 18, 2025.
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 52,464
No. of successful applications 14,579
Subscription level 193.00 times
Claw-back triggered Yes
No. of Offer Shares initially available under the Hong Kong Public
Offering
9,542,000
No. of Offer Shares reallocated from the International Offering
(claw-back)
38,168,000
Final no. of Offer Shares under the Hong Kong Public Offering (as
adjusted after reallocation)
47,710,000
% of Offer Shares under the Hong Kong Public Offering to the
Global Offering
43.48%
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can
refer to https://www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
https://www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 100
Subscription Level 15.59 times
No. of Offer Shares initially available under the International
Offering
85,878,000
No. of Offer Shares reallocated to the Hong Kong Public Offering
(claw-back)
38,168,000
Final no. of Offer Shares under the International Offering (after
exercise of Offer Size Adjustment Option and reallocation)
62,023,000
% of Offer Shares under the International Offering to the Global
Offering
56.52%
The Directors confirm that, to the best of their knowledge, information and belief, save for the Offer
Shares subscribed by China Life Franklin Asset Management Co., Limited, which is a close associate
of Beijing China Life Pension Industry Investment Fund (LP) ( 北京國壽養老產業投資基金(有限合
夥), being an existing shareholder of the Company, under the International Offering as disclosed in
the section headed “Allotees with Waivers/Consents Obtained” in this announcement, (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
--- page 5 ---
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, ex isting shareholders of the Company
or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal,
voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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)(1)
Last day subject to
the lock-up
undertakings
Primecare
International
Holdings Limited
191,219,400 31.36% December 25, 2025
(First Six-Month
Period) (2)
June 25, 2026 (Second
Six-Month Period) (3)
Prime Intelligence
Holdings Limited
21,246,600 3.48% December 25, 2025
(First Six-Month
Period) (2)
June 25, 2026 (Second
Six-Month Period) (3)
Subtotal 212,466,000 34.85%
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option
(2) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules
and the Hong Kong Underwriting Agreement , the required lock -up for the First Six -Month Period ends on
December 25, 2025. The Controlling Shareholder may dispose of or transfer Shares after the indicated date
subject to that the Controlling Shareholder will not cease to be a Controlling Shareholder.
(3) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules
and the Hong Kong Underwriting Agreement, the required lock-up for the Second Six-Month Period ends on
June 25, 2026.
--- page 6 ---
Pre-IPO Investors (as defined in the “History, Reorganization, and Corporate Structure” section
of the Prospectus)
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)(1)
Last day subject to
the lock-up
undertakings
Tencent Mobility
Limited
58,067,800 9.52% December 25, 2025
Gaorong BK
Holding Limited
41,287,750 6.77% December 25, 2025
Ningbo Liansu
Tangzhu
Investment
Management
Partnership (LP) /
寧波聯塑唐竹投
資管理合夥企業
(有限合夥)
33,056,050 5.42% December 25, 2025
Panda Six
Limited
19,824,100 3.25% December 25, 2025
Sun Hung Kai
Strategic Capital
Limited
14,923,500 2.45% December 25, 2025
Beijing China
Life Pension
Industry
Investment Fund
(LP) / 北京國壽
養老產業投資基
金(有限合夥)
9,775,650 1.60% December 25, 2025
River Delta
Capital SPC -
Mirae Asset
Prime Alpha SP
8,750,000 1.44% December 25, 2025
Hainan Shengdan
Jinsheng Venture
Capital
Partnership (LP) /
海南聖誕金晟創
業投資合夥企業
(有限合夥)
8,602,650 1.41% December 25, 2025
C Ventures SP I
Ltd.
8,474,600 1.39% December 25, 2025
--- page 7 ---
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)(1)
Last day subject to
the lock-up
undertakings
Zhuji Jiantou
Qihang Equity
Investment
Partnership (LP) /
諸暨健投啓航股
權投資合夥企業
(有限合夥)
6,354,250 1.04% December 25, 2025
Gotham Equity
Limited
5,957,650 0.98% December 25, 2025
Bourn Well
Investment
Limited
5,383,300 0.88% December 25, 2025
Wuxi Shenqi
Haohui Venture
Capital
Partnership (LP) /
無錫神騏好匯創
業投資合夥企業
(有限合夥)
4,237,300 0.69% December 25, 2025
Elegant Riverine
Limited
3,389,850 0.56% December 25, 2025
Subtotal 228,084,450 37.41%
The expiry date of the lock -up period shown in the table above is pursuant to the lock -up
undertakings as disclosed in the Prospectus.
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option
--- page 8 ---
Existing Shareholders (other than the Controlling Shareholders and the Pre-IPO Investors as
defined in the “History, Reorganization, and Corporate Structure” section of the Prospectus)
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)(1)
Last day subject to
the lock-up
undertakings
Primecare
Investment Alpha
Holdings Limited
59,449,550 9.75% December 25, 2025
Subtotal 59,449,550 9.75%
The expiry date of the lock -up period shown in the table above is pursuant to the lock -up
undertakings as disclosed in the Prospectus.
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option
Cornerstone Investors
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
GIMM Holding
Limited
7,598,500 1.25% December 25, 2025
China Asset
Management (Hong
Kong) Limited
4,770,500 0.78% December 25, 2025
JKKB Limited 15,500,000 2.54% December 25, 2025
Carl Wu / 吳啟楠 1,192,500 0.20% December 25, 2025
SS Morgan Capital
Limited
7,156,000 1.17% December 25, 2025
Minwise Business
Consulting Limited
4,770,500 0.78% December 25, 2025
Wang Qianqing / 汪
牽擎
8,349,000 1.37% December 25, 2025
Subtotal 49,337,000 8.09%
In accordance with the relevant Listing Rule/guidance materials, the required lock -up ends on
December 25, 2025 . The Cornerstone Investors will cease to be prohibited from disposing of or
transferring Shares after the indicated date.
--- page 9 ---
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares(1)
% of the Companys
total issued shares
immediately following
completion of the
Global Offering (1)(5)
Relationship
Allotee with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
5(2) of the Appendix F1 to the Listing Rules (the “Placing Guidelines”) in relation to subscription for Shares by
existing Shareholders and/or their close associates (2)
China Life
Franklin Asset
Management Co.,
Limited(2)
781,000 0.71% 0.13% A close associate of
an existing
Shareholder
Allotee with consent under paragraph 5(1) of the Placing Guidelines in relation to allocations to connected client
(2)
China Asset
Management
(Hong Kong)
Limited(3)
4,770,500 4.35% 0.78%
A cornerstone
investor and a
connected client of
CLSA Limited
JKKB Limited(4)
15,500,000 14.13% 2.54%
A cornerstone
investor and a
connected client of
Caitong International
Securities Co.,
Limited
Huatai Capital
Investment
Limited (2)
1,000 < 0.01% < 0.01%
A connected client of
Huatai Financial
Holdings (Hong
Kong) Limited
E Fund
Management Co.,
Ltd.(2)
750,000 0.68% 0.12%
A connected client of
GF Securities (Hong
Kong) Brokerage
Limited
E Fund
Management
(Hong Kong) Co.,
Limited(2)
84,000 0.08% 0.01%
A connected client of
GF Securities (Hong
Kong) Brokerage
Limited
CITIC
Securities
International
Capital
Management
Limited(2)
887,000 0.81% 0.15%
A connected client of
Huatai Financial
Holdings (Hong
Kong) Limited
China Southern
Asset
Management Co.,
Ltd.(2)
1,250,000 1.14% 0.21%
A connected client of
CLSA Limited
UBS Asset
Management
(Singapore) Ltd.(2)
2,400,000 2.19% 0.39%
A connected client of
UBS AG Hong Kong
Branch
--- page 10 ---
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.
(2) For details of (i) the waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 5(2)
of the Placing Guidelines in relation to subscription for Offer Shares by a close associate of an existing Shareholder; and
(ii) the consent under paragraph 5(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 section headed “Others / Additional Information” in this
announcement.
(3) China Asset Management (Hong Kong) Limited is a connected client of CLSA Limited. The Stock Exchange has granted
consent under Paragraph 5(2) of the Placing Guidelines to permit Shares in the International Offering to be placed to
China Asset Management (Hong Kong) Limited . Please refer to the section headed “ Waivers From Strict Compliance
With The Listing Rules Cornerstone Investments by Connected Clients” of the Prospectus for details.
(4) JKKB Limited is a connected client of Caitong International Securities Co., Limited . The Stock Exchange has granted
consent under Paragraph 5(2) of the Placing Guidelines to permit Shares in the International Offering to be placed to
JKKB Limited. Please refer to the section headed “Waivers From Strict Compliance With The Listing Rules Cornerstone
Investments by Connected Clients” of the Prospectus for details.
(5) Only taking into account the Shares allocated to the relevant investors under the Global Offering.
PLACEE CONCENTRATION ANALYSIS
Place
es
Number
of 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 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 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 issue
d share capital u
pon Listing (ass
uming the Over-
allotment Optio
n is exercised an
d new Shares ar
e issued)
Top 1 15,500,00
0
24.99% 19.75% 14.13% 12.28% 15,500,000 2.54% 2.48%
Top 5 43,374,00
0
69.93% 55.27% 39.53% 34.37% 43,374,000 7.11% 6.93%
Top 10 63,602,00
0
102.55% 81.04% 57.96% 50.40% 63,602,000 10.43% 10.16%
Top 25 75,822,00
0
122.25% 96.61% 69.10% 60.08% 85,597,650 14.04% 13.67%
Notes
* Ranking of placees is based on the number of Shares allotted to the placees.
--- page 11 ---
SHAREHOLDER CONCENTRATION ANALYSIS
Sharehold
ers
Number of
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 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 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 Shares are
issued)
Top 1 0 0.00% 0.00% 0.00% 0.00% 212,466,000 34.85% 33.93%
Top 5 0 0.00% 0.00% 0.00% 0.00% 428,388,550 70.26% 68.41%
Top 10 16,281,00
0
24.99% 19.75% 14.84% 12.90% 486,721,350 79.83% 77.73%
Top 25 66,783,00
0
106.42% 84.10% 60.86% 52.92% 566,783,000 92.96% 90.51%
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 HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 52,464 valid
applications made by the public will be conditionally allocated on the basis set out below
Pool A
Number of
Shares Applied
For
Number of
Valid
Applications
Basis of Allotment/Ballot Approximate
percentage
allotted of the
total number
of
shares
applied for
500 18,853 478 out of 18,853 to receive 500 Shares 2.54%
1,000 3,812 193 out of 3,812 to receive 500 Shares 2.53%
1,500 7,360 558 out of 7,360 to receive 500 Shares 2.53%
2,000 1,306 132 out of 1,306 to receive 500 Shares 2.53%
2,500 1,235 156 out of 1,235 to receive 500 Shares 2.53%
3,000 1,068 162 out of 1,068 to receive 500 Shares 2.53%
3,500 362 64 out of 362 to receive 500 Shares 2.53%
4,000 471 95 out of 471 to receive 500 Shares 2.52%
--- page 12 ---
4,500 311 70 out of 311 to receive 500 Shares 2.50%
5,000 2,511 627 out of 2,511 to receive 500 Shares 2.50%
6,000 507 152 out of 507 to receive 500 Shares 2.50%
7,000 1,336 465 out of 1,336 to receive 500 Shares 2.49%
8,000 485 193 out of 485 to receive 500 Shares 2.49%
9,000 325 145 out of 325 to receive 500 Shares 2.48%
10,000 1,958 970 out of 1,958 to receive 500 Shares 2.48%
15,000 1,689 1,255 out of 1,689 to receive 500 Shares 2.48%
20,000 1,104 1,093 out of 1,104 to receive 500 Shares 2.48%
25,000 798 500 Shares plus 190 out of 798 to receive additional
500 Shares
2.48%
30,000 808 500 Shares plus 391 out of 808 to receive additional
500 Shares
2.47%
35,000 332 500 Shares plus 243 out of 332 to receive additional
500 Shares
2.47%
40,000 346 500 Shares plus 339 out of 346 to receive additional
500 Shares
2.47%
45,000 212 1,000 Shares plus 48 out of 212 to receive additional
500 Shares
2.47%
50,000 920 1,000 Shares plus 436 out of 920 to receive additional
500 Shares
2.47%
60,000 329 1,000 Shares plus 316 out of 329 to receive additional
500 Shares
2.47%
70,000 245 1,500 Shares plus 110 out of 245 to receive additional
500 Shares
2.46%
80,000 286 1,500 Shares plus 266 out of 286 to receive additional
500 Shares
2.46%
90,000 164 2,000 Shares plus 69 out of 164 to receive additional
500 Shares
2.46%
100,000 1,184 2,000 Shares plus 1,054 out of 1,184 to receive
additional 500 Shares
2.45%
200,000 587 4,500 Shares plus 458 out of 587 to receive additional
500 Shares
2.45%
300,000 327 7,000 Shares plus 220 out of 327 to receive additional
500 Shares
2.45%
400,000 176 9,500 Shares plus 85 out of 176 to receive additional
500 Shares
2.44%
500,000 167 12,000 Shares plus 59 out of 167 to receive additional
500 Shares
2.44%
600,000 73 14,500 Shares plus 17 out of 73 to receive additional
500 Shares
2.44%
700,000 149 17,000 Shares plus 14 out of 149 to receive additional
500 Shares
2.44%
--- page 13 ---
Total 51,796 Total number of Pool A successful applicants:
13,911
Pool B
Number of
Shares Applied
For
Number of
Valid
Applications
Basis of Allotment/Ballot Approximate
percentage
allotted of the
total number
of
shares
applied for
800,000 349 21,500 Shares plus 314 out of 349 to receive additional
500 Shares
2.74%
900,000 35 24,500 Shares plus 13 out of 35 to receive additional
500 Shares
2.74%
1,000,000 169 27,000 Shares plus 147 out of 169 to receive additional
500 Shares
2.74%
2,000,000 42 54,500 Shares plus 31 out of 42 to receive additional
500 Shares
2.74%
3,000,000 24 82,000 Shares plus 15 out of 24 to receive additional
500 Shares
2.74%
4,771,000 49 130,500 Shares plus 39 out of 49 to receive
additional 500 Shares
2.74%
Total 668 Total number of Pool B successful applicants: 668
--- page 14 ---
3
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
Companys 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 Stock Exchange trading fee
payable.
OTHERS/ADDITIONAL INFORMATION
Offer Size Adjustment Option and reallocation
As the Hong Kong Public Offering has been oversubscribed 100 times or more, the
reallocation as described in the section headed “Structure of the Global Offering — The
Hong Kong Public Offering — Reallocation” of the Prospectus has been applied.
The Offer Size Adjustment Option has been fully exercised by the Sponsor-Overall
Coordinators, pursuant to which the Company is issuing and allotting 14,313,000 additional
Offer Shares, representing approximately 15% of the total number of Offer Shares initially
available under the Global Offering, at the final Offer Price. All of the additional Offer
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 (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 109,733,000
Offer Shares and the total issued share capital of the Company upon Listing (taking into
account the full exercise of the Offer Size Adjustment Option and before any exercise of the
Over-allotment Option) will be 609,733,000 Shares.
--- page 15 ---
4
As a result of the above, the final number of Offer Shares under the Hong Kong Public
Offering is adjusted to 47,710,000 Shares, representing approximately 43.48% of the total
number of Offer Shares available under the Global Offering (assuming the Over-allotment
Option is not exercised), and the final number of Offer Shares under the International
Offering is adjusted to 62,023,000 Shares, representing approximately 56.52% of the total
number of Offer Shares under the Global Offering (assuming the Over-allotment Option is
not exercised).
Placing to close associate of existing Shareholders with a waiver from the strict
compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph
5(2) of the Placing Guidelines
China Life Franklin Asset Management Co., Limited
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a consent under
paragraph 5(2) of the Placing Guidelines to permit the Company to allocate such Offer
Shares in the International Offering to China Life Franklin Asset Management Co., Limited,
a close associate of an existing Shareholder, Beijing China Life Pension Industry Investment
Fund (LP) (ږ(Υྫ). The allocation of Offer Shares to such
close associate of the existing Shareholder is in compliance with all the conditions under the
waiver/consent granted by the Stock Exchange.
For details of the allocations of Offer Shares to a close associate of existing Shareholder,
please refer to the section headed “Allotment Results Details — International Offering —
Allotees with Waivers/Consents Obtained” in this announcement.
Placing to connected client with a prior consent under paragraph 5(1) of the Placing
Guidelines
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a
consent under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate
certain Offer Shares in the International Offering to connected clients. The allocation of
Offer Shares to such connected client is in compliance with all the conditions under the
consent granted by the Stock Exchange.
Details of the placement to the connected clients are set out below.
--- page 16 ---
No. Connected
distributor
Connected
client
Relationship Whether the
connected clients
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
Offer
Shares allocated
to
the connected
client
(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
after 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)
1. Huatai Financial
Holdings (Hong
Kong) Limited
(“HTFH”)
Huatai Capital
Investment
Limited
(“HTCI”)(1)
HTCI is a
member of the
same group of
HTFH.
Non-discretionary
basis
1,000 < 0.01% < 0.01%
2. GF Securities
(Hong Kong)
Brokerage
Limited (“GF
Securities
(Hong Kong)
Brokerage”)
E Fund
Management
Co., Ltd. (“E
Fund”)
E Fund
Management
(Hong Kong)
Co., Limited
E Fund and E
Fund Hong
Kong are
members of
the same
group of
GF Securities
(Hong Kong)
Brokerage.
Discretionary basis E Fund:
750,000
E Fund: 0.68%
E Fund: 0.12%
E Fund Hong
Kong: 84,000
E Fund Hong
Kong: 0.08%
E Fund Hong
Kong: 0.01%
--- page 17 ---
(“E Fund Hong
Kong”)(2)
3. CLSA Limited
(“CLSA”)
CITIC
Securities
International
Capital
Management
Limited
(“CSI”)(3)
CSI is a
member of the
same group of
CLSA.
Non-discretionary
basis
887,000 0.81% 0.15%
4. HTFH China Southern
Asset
Management
Co., Ltd.
(“China
Southern”)(4)
China
Southern is a
member of the
same group of
HTFH.
Discretionary basis 1,250,000 1.14% 0.21%
5. UBS AG Hong
Kong Branch
(“UBS HK”)
UBS Asset
Management
(Singapore) Ltd.
(“UBS AM”) (5)
UBS AM is a
member of the
same group of
UBS HK.
Discretionary basis 2,400,000 2.19% 0.39%
--- page 18 ---
Notes:
(1) 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 one of the Joint Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint
Lead Managers and Underwriters 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 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 Ultimate Clients (as defined below), by which, HTCI will pass the full economic exposure
of the Offer Shares to the Huatai Ultimate Clients, which in effect, HTCI will hold the beneficial
interest of the Offer Shares on behalf of the Huatai Ultimate Clients. HTFH, the Overall Coordinator,
and HTCI are indirectly wholly -owned subsidiaries of Huatai Securities. Accordingly, HTCI is
considered as a “connected client” of HTFH pursuant to paragraph 13(7) of the Placing
Guidelines.
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai
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, the Huatai Ultimate Clients will place a total
return swap order (the “Client TRS”) with Huatai Securities in connection with the Companys 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 Companys IPO and subscribes the Offer Shares through placing order with HTFH during the
International Offering.
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 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, all economic returns of the Offer Shares will be passed
to the Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all
economic loss shall be borne by the Huatai 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 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
--- page 19 ---
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 Ultimate Clients would bear the exchange rate exposure of the profit and loss
on settlement date.
The Huatai 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. Upon the termination upon maturity or early
termination of the Client TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares
on the secondary market and the Huatai Ultimate Client will receive a final termination amount
of the Back-to-back 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
Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai
Securities and the relevant Huatai 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 Ultimate Clients, each being an
onshore client who places a Client TRS order with Huatai Securities in connection with the IPO
of the Company. Due to its internal policy, 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 (as further described below).
As permitted under the contractual arrangement with the Huatai Ultimate Clients, 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 to be passed to the Huatai Ultimate Clients will remain
unchanged.
The Huatai Ultimate Clients for purpose of this place subscription are “東愷愷傑核心私募證券投資
基金” (the “Dongkai Fund”) and “弘尚資產弘盈私募證券投資基金” (the “Hongshang Fund”),
whose ultimate beneficial owners are Feng Jie (馮潔) and Chen Ying (陳瑩), respectively.
(2) As confirmed by E Fund and E Fund Hong Kong, notwithstanding GF Securities shareholding in E
Fund and E Fund Hong Kong (through E Fund) and that E Fund, E Fund Hong Kong and GF
Securities (Hong Kong) Brokerage are members of the same group of companies, ( i) GF Securities
does not have control over E Fund or E Fund Hong Kong by virtue of its shareholding or control over
the board of directors of E Fund or E Fund Hong Kong; and (ii) both E Fund and E Fund Hong Kong
operate and make investment decisions independently from GF Securities and/or GF Securities (Hong
Kong) Brokerage. E Fund and E Fund Hong Kong are to invest on a discretionary basis for and on
behalf of their underlying clients (the “ E Fund Ultimate Clients ”), which are independent third
parties. No proprietary money will be used for the placing. To the best knowledge of E Fund and E
Fund Hong Kong and after making all reasonable enquiries, each of the E Fund Ultimate Clients is
independent from the Company, its subsidiaries, its substantial shareho lders, GF Securities (Hong
Kong) Brokerage, E Fund, E Fund Hong Kong and the companies which are members of the same
group of companies as GF Securities (Hong Kong) Brokerage.
(3) CSI will act as the single counterparty of a back -to-back total return swap transaction (the “ CSI
--- page 20 ---
Back-to-back TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI
Client TRS”) placed and fully funded by its ultimate clients, which are funds (the “ CSI Ultimate
Clients”), by which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the
CSI Ultimate Clients.
As confirmed by CSI, CSI will hold the legal title and beneficial interest in the Offer Shares, but will
contractually agree to pass on the full economic exposure and return of the Offer Shares to the CSI
Ultimate Clients, all being independent third parties, on a non-discretionary basis. The CSI Ultimate
Clients may exercise an early termination right to terminate the CSI Client TRS at any time from the
trade date of the CSI Client TRS which should be on or after the date on which the Offer Shares are
listed on the Stock Exchange. Upon the final maturity or termination of the CSI Client TRS by the CSI
Ultimate Clients, CSI will dispose of the Offer Shares on the secondary market and the CSI Ultimate
Clients will receive a final termination amount of the CSI Back-to-back TRS which will have taken
into account all the economic returns or economic loss in relation to the Offer Shares and the fixed
amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS. CSI will not exercise
the voting right of the Offer Shares during the tenor of the CSI Back-to-back TRS.
(4) China Southern is a qualified domestic institutional investor (“ QDII”) as approved by the relevant
PRC authority to conduct asset management business. China Southern will hold the Offer Shares as
the independent agent and discretionary manager of the relevant QDII funds. Each of such QDII funds
is an independent third party of China Southern and HTFH.
(5) UBS AM Singapore, a company established under the laws of Singapore, is the delegate of the
investment manager of its investor clients. To the best knowledge of UBS AM Singapore, the sources
of funds of the Investors are independent third parties of UBS AM Singapore, UBS HK and other
distributors in the Global Offering. UBS AM Singapore will hold the Shares on behalf of independent
third parties on a discretionary basis.
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 fo r 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 (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 and in compliance with any
applicable state securities laws, or outside the United States unless in compliance with Regulation S
under the U.S. Securities Act. There will be no public offer of securities in the United States.
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule
144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities
Act and (2) outside the United States in off shore transactions in reliance on Regulation S under the U.S.
Securities Act.
This announcement is for information purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
--- page 21 ---
investors should read the Prospectus dated June 18, 2025 issued by SAINT BELLA Inc. for detailed
information about the Global Offering 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 Sponsors and the Sponsor -Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
the occurrence of any of the events set out in the paragraph headed “Underwriting Underwriting
Arrangements and Expenses Hong Kong Public Offering –– Grounds for Termination ” in the
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
expected to be on June 26, 2025).
--- page 22 ---
5
PUBLIC FLOAT
Immediately after the completion of the Global Offering, 275,512,350 Shares, representing
approximately 45.2% of the issued share capital of our Company (before any exercise of
the Over-allotment Option) will count towards the public float, 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
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
Thursday, June 26, 2025, provided that (i) the Global Offering has become unconditional in
all respects, and (ii) the right of termination described in the section headed “Underwriting
— Underwriting Arrangements and Expenses — Hong Kong Underwriting Agreement —
Grounds for termination” 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 Global Offering becomes unconditional at or before 8:00 a.m. (Hong
Kong time) on Thursday, June 26, 2025, it is expected that dealings in the Shares on the
Stock Exchange will commence at 9:00 a.m. on Thursday, June 26, 2025. The Shares will
be traded in board lots of 500 Shares each and the stock code of the Shares will be 2508.
By order of the Board
SAINT BELLA Inc.
Mr. Xiang Hua
Chairman of the Board, Executive Director
and Chief Executive Officer
Hong Kong, June 25, 2025
As of the date of this announcement, the Board comprises Mr. Xiang Hua as executive director, Mr. Liang
Jun as non-executive director and Ms. Wu Annie Suk Ching, Mr. Rainer Josef Bürkle and Mr. Sim Koon Yin
Edmund as proposed independent non-executive directors.