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.
1291 lines
47 KiB
Plaintext
1291 lines
47 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
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not, and is not intended to, constitute or form a part of any offer or solicitation to
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purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have
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not been and will not be registered under the United States Securities Act of 1933, as amended from time to
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time (the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United States and
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may not be offered, sold, pledged or otherwise transferred within the United States, except in transactions
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exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with
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any applicable state securities laws. There will be no public offer of the Offer Shares in the United States. The
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Offer Shares are being offered and sold solely (1) to qualified institutional buyers as defined in Rule 144A
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under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act; and
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(2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities
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Act and applicable laws of each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read
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the prospectus dated June 18, 2025 (the “Prospectus”) issued by SAINT BELLA Inc. (ʮ̡) (the
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“Company”) for detailed information about the Global Offering described below before deciding whether or
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not to invest in the Shares thereby being offered. The Company has not been and will not be registered under
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the U.S. Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
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as those defined in the Prospectus.
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In connection with the Global Offering, UBS AG Hong Kong Branch as stabilizing manager (the “Stabilizing
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Manager”) (or its affiliates or any person acting for it) on behalf of the Underwriters, to the extent permitted
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by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may make purchases, over-
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allocate or effect transactions in the market or otherwise take such stabilizing action(s) with a view to
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stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager
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(or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action,
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if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or its affiliates or any
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person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the
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Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days
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after the last day for lodging applications under the Hong Kong Public Offering.
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Potential investors should note that no stabilizing action can be taken to support the price of the Shares
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for longer than the stabilization period, which will begin on the Listing Date and is expected to expire on
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Wednesday, July 23, 2025, being the 30th day after the last day for lodging applications under the Hong
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Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the
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Shares, and therefore the price of the Shares, could fall.
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The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to
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subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the
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Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) if certain events shall
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occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting”
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in the Prospectus. It is important that you refer to that section for further details.
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--- page 2 ---
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– 2 –
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SAINT BELLA Inc.
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聖貝拉有限公司
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(Incorporated in the Cayman Islands 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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: 109,733,000 Shares (taking into account the
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full exercise of the Offer Size Adjustment
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Option and subject to the Over-allotment
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Option)
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Number of Hong Kong Offer Shares : 47,710,000 Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 62,023,000 Shares (taking into account the
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full exercise of the Offer Size Adjustment
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Option, as adjusted after reallocation and
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subject to the Over-allotment Option)
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Offer Price : HK$6.58 per Share plus brokerage of 1.0%,
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SFC transaction levy of 0.0027%, Stock
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Exchange trading fee of 0.00565%, and
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AFRC transaction levy of 0.00015%
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Nominal value : US$0.0001 per Share
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Stock code : 2508
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Joint Sponsors, Joint Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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SAINT BELLA INC. / 聖貝拉有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated June 18, 2025 (the “Prospectus”) issued by
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SAINT BELLA Inc. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could move
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substantially even with a small number of Shares traded and should exercise extreme caution when
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dealing in the Shares.
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SUMMARY
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Company information
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Stock code 2508
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Stock short name SAINT BELLA
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Dealings commencement date June 26, 2025*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$6.580
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Offer Price Range N/A
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Offer Shares and Share Capital
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Number of Offer Shares 109,733,000
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Final Number of Offer Shares in Hong Kong Public
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Offering (as adjusted after reallocation)
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47,710,000
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Final Number of offer shares in International Offering
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(taking into account the full exercise of the Offer Size
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Adjustment Option, as adjusted after reallocation and
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subject to the Over-allotment Option)
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62,023,000
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Number of issued shares upon Listing 609,733,000
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The number of offer shares above is determined after taking into account the additional shares issued
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under the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 14,313,000
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- International Offering 14,313,000
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Over-allocation
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No. of Offer Shares over-allocated 16,459,500
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- International Offering 16,459,500
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or a combination of these means.
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In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
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Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 722.04 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (92.09) million
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--- page 4 ---
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Net proceeds HK$ 629.95 million
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Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus dated June 18, 2025.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 52,464
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No. of successful applications 14,579
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Subscription level 193.00 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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9,542,000
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No. of Offer Shares reallocated from the International Offering
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(claw-back)
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38,168,000
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Final no. of Offer Shares under the Hong Kong Public Offering (as
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adjusted after reallocation)
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47,710,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering
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43.48%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can
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refer to https://www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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https://www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 100
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Subscription Level 15.59 times
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No. of Offer Shares initially available under the International
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Offering
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85,878,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering
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(claw-back)
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38,168,000
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Final no. of Offer Shares under the International Offering (after
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exercise of Offer Size Adjustment Option and reallocation)
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62,023,000
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% of Offer Shares under the International Offering to the Global
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Offering
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56.52%
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The Directors confirm that, to the best of their knowledge, information and belief, save for the Offer
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Shares subscribed by China Life Franklin Asset Management Co., Limited, which is a close associate
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of Beijing China Life Pension Industry Investment Fund (LP) ( 北京國壽養老產業投資基金(有限合
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夥), being an existing shareholder of the Company, under the International Offering as disclosed in
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the section headed “Allotees with Waivers/Consents Obtained” in this announcement, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the
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Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial
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shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
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--- page 5 ---
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associates; and (ii) none of the placees and the public who have purchased the Offer Shares are
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accustomed to taking instructions from the Company, any of the Directors, chief executive of the
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Company, controlling shareholders, substantial shareholders, ex isting shareholders of the Company
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or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal,
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voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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shares held in
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the Company
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subject to lock-
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up
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undertakings
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upon listing
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% of shareholding in the
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Company subject to lock-up
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undertakings upon listing
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(assuming the Over-allotment
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Option is not exercised)(1)
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Last day subject to
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the lock-up
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undertakings
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Primecare
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International
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Holdings Limited
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191,219,400 31.36% December 25, 2025
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(First Six-Month
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Period) (2)
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June 25, 2026 (Second
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Six-Month Period) (3)
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Prime Intelligence
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Holdings Limited
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21,246,600 3.48% December 25, 2025
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(First Six-Month
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Period) (2)
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June 25, 2026 (Second
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Six-Month Period) (3)
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Subtotal 212,466,000 34.85%
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
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allotment Option
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(2) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules
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and the Hong Kong Underwriting Agreement , the required lock -up for the First Six -Month Period ends on
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December 25, 2025. The Controlling Shareholder may dispose of or transfer Shares after the indicated date
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subject to that the Controlling Shareholder will not cease to be a Controlling Shareholder.
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(3) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules
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and the Hong Kong Underwriting Agreement, the required lock-up for the Second Six-Month Period ends on
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June 25, 2026.
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--- page 6 ---
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Pre-IPO Investors (as defined in the “History, Reorganization, and Corporate Structure” section
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of the Prospectus)
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Name
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Number of
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shares held in
|
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the Company
|
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subject to lock-
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up
|
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undertakings
|
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upon listing
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% of shareholding in the
|
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Company subject to lock-up
|
||
undertakings upon listing
|
||
(assuming the Over-allotment
|
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Option is not exercised)(1)
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Last day subject to
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the lock-up
|
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undertakings
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Tencent Mobility
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Limited
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58,067,800 9.52% December 25, 2025
|
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Gaorong BK
|
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Holding Limited
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41,287,750 6.77% December 25, 2025
|
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Ningbo Liansu
|
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Tangzhu
|
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Investment
|
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Management
|
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Partnership (LP) /
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寧波聯塑唐竹投
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資管理合夥企業
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(有限合夥)
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33,056,050 5.42% December 25, 2025
|
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Panda Six
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Limited
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19,824,100 3.25% December 25, 2025
|
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Sun Hung Kai
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Strategic Capital
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Limited
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14,923,500 2.45% December 25, 2025
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Beijing China
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Life Pension
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Industry
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Investment Fund
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(LP) / 北京國壽
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養老產業投資基
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金(有限合夥)
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9,775,650 1.60% December 25, 2025
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River Delta
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Capital SPC -
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Mirae Asset
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Prime Alpha SP
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8,750,000 1.44% December 25, 2025
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Hainan Shengdan
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Jinsheng Venture
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Capital
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Partnership (LP) /
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海南聖誕金晟創
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業投資合夥企業
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(有限合夥)
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8,602,650 1.41% December 25, 2025
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C Ventures SP I
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Ltd.
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8,474,600 1.39% December 25, 2025
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--- page 7 ---
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Name
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Number of
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shares held in
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the Company
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subject to lock-
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up
|
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undertakings
|
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upon listing
|
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% of shareholding in the
|
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Company subject to lock-up
|
||
undertakings upon listing
|
||
(assuming the Over-allotment
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Option is not exercised)(1)
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Last day subject to
|
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the lock-up
|
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undertakings
|
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Zhuji Jiantou
|
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Qihang Equity
|
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Investment
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Partnership (LP) /
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諸暨健投啓航股
|
||
權投資合夥企業
|
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(有限合夥)
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6,354,250 1.04% December 25, 2025
|
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Gotham Equity
|
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Limited
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5,957,650 0.98% December 25, 2025
|
||
Bourn Well
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Investment
|
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Limited
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5,383,300 0.88% December 25, 2025
|
||
Wuxi Shenqi
|
||
Haohui Venture
|
||
Capital
|
||
Partnership (LP) /
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無錫神騏好匯創
|
||
業投資合夥企業
|
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(有限合夥)
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4,237,300 0.69% December 25, 2025
|
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Elegant Riverine
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Limited
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3,389,850 0.56% December 25, 2025
|
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Subtotal 228,084,450 37.41%
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The expiry date of the lock -up period shown in the table above is pursuant to the lock -up
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undertakings as disclosed in the Prospectus.
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
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allotment Option
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--- page 8 ---
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Existing Shareholders (other than the Controlling Shareholders and the Pre-IPO Investors as
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defined in the “History, Reorganization, and Corporate Structure” section of the Prospectus)
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Name
|
||
Number of
|
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shares held in
|
||
the Company
|
||
subject to lock-
|
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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
|
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Investment Alpha
|
||
Holdings Limited
|
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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
|
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undertakings as disclosed in the Prospectus.
|
||
|
||
Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
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allotment Option
|
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|
||
|
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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 Company’s
|
||
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
|
||
Company’s Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by
|
||
the placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||
subscribed for or purchased by them was the same as the final Offer Price in addition to any
|
||
brokerage, AFRC transaction levy, SFC transaction levy and 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 Company’s IPO
|
||
and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA
|
||
Agreement. In order to hedge its exposure under the Back-to-back TRS, HTCI participates in
|
||
the Company’s IPO and subscribes the Offer Shares through placing order with HTFH during the
|
||
International Offering.
|
||
|
||
The 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.
|