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.
901 lines
35 KiB
Plaintext
901 lines
35 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 “Hong Kong Stock
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Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents
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of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as
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those defined in the prospectus dated Monday, April 15, 2024 (the “Prospectus ”) issued by Sichuan Baicha Baidao
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Industrial Co., Ltd. (ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
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for detailed information about the Global Offering described below before deciding whether or not to invest in the H
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Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
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on the information in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
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or otherwise transferred within the United States except pursuant to an exemption from the registration requirements
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of the U.S. Securities Act and in compliance with any applicable state securities laws, or (1) solely to qualified
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institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration
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under the U.S. Securities Act and (2) outside the United States unless in compliance with Regulation S under the U.S.
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Securities Act. There will be no public offer of securities in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as
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stabilizing manager (the “Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
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such price, in such amounts and in such manners as the Stabilization Manager, its affiliates or any person acting for it
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may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilization Manager (or its affiliates or any person acting for it) to conduct
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any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilization Manager reasonably
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regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an
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end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday,
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May 18, 2024). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so,
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in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
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and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, May 18, 2024).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinator (for itself and on behalf of the Hong
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Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement
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with immediate effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting –
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Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus
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at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Tuesday,
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April 23, 2024).
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--- page 2 ---
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2
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Sichuan Baicha Baidao Industrial Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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Global Offering
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Number of Offer Shares under
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the Global Offering
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: 147,763,400 H Shares (subject to the
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Over-Allotment Option)
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Number of Hong Kong Offer Shares :7,335,600 H Shares
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Number of International Offer Shares :140,427,800 H Shares (subject t o
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the Over-Allotment Option)
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Offer Price : HK$17.50 per H Share, plus brokerage
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of 1.0%, SFC transaction l evy of
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0.0027%, AFRC transaction levy of
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0.00015% and Stock Exchang e
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trading fee of 0.00565%
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Nominal value : RMB0.1 per H share
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Stock code : 2555
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Sole Sponsor and Sole Overall Coordinator
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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Sichuan Baicha Baidao Industrial Co., Ltd. / 四川百茶百道實業股份有限公司
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ANNOUNCEMENT OF
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated 15 April 2024 (the “Prospectus”) issued by Sichuan Baicha Baidao
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Industrial Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a sm all number of H Shareholders, H
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of H Shares traded and should exercise extreme caution when
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dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2555
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Stock short name CHABAIDAO
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Dealings commencement date 23 April 2024*
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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$17.50
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 147,763,400
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Number of Offer Shares in Public Offer (after reallocation) 7,335,600
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Number of offer shares in International Offer (after
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reallocation) 140,427,800
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Number of issued shares upon Listing (assuming the Over-
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Allotment Option is not exercised)
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1,477,634,250
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Over-allocation
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No. of Offer Shares over-allocated 3,115,600
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Such over-allocation may be covered by exercising the Over-Allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-Allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$2,585.86 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$122.60 million
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Net proceeds HK$2,463.26 million
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Note: Gross proceeds refers to the amount to which th e issuer is entitled receive, assuming the Over-
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Allotment Option is not exercised. For details of the use of proceeds, please refer to the Prospectus dated
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15 April 2024.
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 4,593
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No. of successful applications 4,593
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Subscription level 0.50 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Public Offer 14,776,400
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Final no. of Offer Shares under the Public Offer (after reallocation) 7,335,600
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% of final no. of Offer Shares under the Public Offer to the Global
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Offering (after reallocation)
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4.96%
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% of final no. of Offer Shares under the Public Offer to the Global
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Offering (after reallocation and over-allocation)
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4.86%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a sear ch by name or identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 122
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Subscription Level 1.11 times
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No. of Offer Shares initially available under the International Offer 132,987,000
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No. of Offer Shares reallocated from the Public Offer 7,440,800
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Final no. of Offer Shares under the International Offer (after
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reallocation)
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140,427,800
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% of final no. of Offer Shares under the International Offer to the
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Global Offering (after reallocation)
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95.04%
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Final no. of Offer Shares under the International offer (after
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reallocation and over-allocation)
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143,543,400
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% of final no. of Offer Shares under the International Offer to the
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Global Offering (after reallocation and over-allocation)
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95.14%
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The Directors confirm that, to the best of their knowledge, information and belief, save as a waiver from strict
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compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2) of the Placing Guidelines
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(as defined below) granted by the St ock Exchange to permit the Company to allocate certain Offer Shares in
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the International Offering to Yunhang Supply (as defined below), (i) none of the Offer Shares subscribed by
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the placees and the public have been fi nanced directly or indi rectly by the Company, any of the Directors,
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Supervisors, chief executive of the Company, controlling shareholde rs, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respecti ve close associates; and (ii) none of
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the placees and the public who have purchased the Offer Sh ares are accustomed to taking instructions from
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the Company, any of the Directors, the Supervisors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Co mpany or any of its subsid iaries or their respective
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close associates in relation to the acquisition, disposal , voting or other dispositi on of Shares registered in
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his/her/its name or otherwise held by him/her/it.
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There are a total of 122 placees under the Internati onal Offering. A total of 100 placees have been allotted
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five board lots of the Offer Shares or less, representing approximately 81.97% of the 122 placees under the
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International Offering. These placees have been allotted 20,000 Offer Shares in total, representing
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approximately 0.014% of the total number of the Offe r Shares under the International Offering (before any
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--- page 5 ---
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exercise of the Over-Allotment Option). A total of 100 placees have been allotted one board lot of the Offer
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Shares, representing approximately 81.97% of the 122 placees under the International Offering. These placees
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have been allotted 20,000 offer Share s in total, represen ting approximately 0.014% of the total number of
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Offer Shares under the International Offering (before any exercise of the Over-Allotment Option).
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The placees in the International Offer include the following:
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Allottees with waivers/consents obtained
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-
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Allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the Over-
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Allotment Option is
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not exercised) Relationship
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Yunhang Supply Chain
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(Hong Kong) Limited
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("Yunhang Supply") 13,273,000 8.98% 0.90%
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Yunhang Supply is a
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close associate of an
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existing shareholder of
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the Company Note 1
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GF Securities Asset
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Management
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(Guangdong) Co., Ltd.
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Note 2 671,000 0.45% 0.045%
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Each of GF
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Securities Asset
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Management
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(Guangdong) Co.,
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Ltd. and GF Securities
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(Hong Kong) Brokerage
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Limited, a distributor, is
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a member of the same
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group of
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companies
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Note 2
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Total 13,944,000 9.44% 0.94%
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Notes:
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(1) Yunhang Supply is a close associate of Chengdu Xinjin Shengwang Jiaozi New Consumer Equity Investment Fund
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Partnership (Limited Partnership) ("Xinjin Shengwang"). Yunhang Supply and Xinjin Shengwang in aggregate will hold
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approximately 1.15% of the total issued Shares of the Company immediately following the Global Offering (assuming the Over-
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Allotment Option is not exercised). The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
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a waiver from strict compliance with Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of the Placing
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Guidelines (as defined below) to permit the Company to allocate such Offer Shares in the International Offering to Yunhang
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Supply. The allocation of Offer Shares to Yunhang Supply is in compliance with all the conditions under the waiver and consent
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granted by the Stock Exchange. For details, please refer to the section headed "OTHERS / ADDITIONAL INFORMATION"
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below.
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(2) GF Securities Asset Management (Guangdong) Co., Ltd. is a direct wholly-owned subsidiary of GF Securities Co., Ltd. (a
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company listed on the Stock Exchange, Stock Code: 1776) (“ GF Securities”) and GF Securities (Hong Kong) Brokerage
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Limited, a distributor, is an indirect wholly-owned subsidiary of GF Securities. Therefore, each of GF Securities Asset
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Management (Guangdong) Co., Ltd. and GF Securities (Hong Kong) Brokerage Limited is a member of the same group of
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companies. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
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paragraph 5(1) of the Placing Guidelines (as defined below) to permit the Company to allocate such Offer Shares in the
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International Offering to GF Securities Asset Management (G uangdong) Co., Ltd. The allocation of Offer Shares to GF
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Securities Asset Management (Guangdong) Co., Ltd. is in compliance with all the conditions under the consent granted by the
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Stock Exchange. For details, please refer to the section headed "OTHERS / ADDITIONAL INFORMATION" below.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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--- page 6 ---
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-Allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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Sichuan Hengsheng
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Herui Industrial Group
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Co., Ltd. / 四川恒盛合
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瑞實業集團有限公司
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Note 2
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900,000,000 60.9082% 22 April 2025 Note 1
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Chengdu Jinbosen
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Enterprise Management
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Co., Ltd. / 成
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都錦柏森企業管理有限
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公司
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Note 2
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900,000,000 Note 3 60.9082% Note 3 /
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Mr. Wang Xiaokun / 王
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霄錕 Note 2
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239,598,750 16.2150% 22 April 2025 Note 1
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Ms. Liu Weihong/ 劉洧
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宏 Note 2
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76,399,250 5.1704% 22 April 2025 Note 1
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Sichuan Tongchuang
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Gongjin Enterprise
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Management Partnership
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(Limited Partnership) /
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四川同創共進企業管
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理合夥企業(有限合夥)
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Note 2
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6,386,000 0.4322% 22 April 2025 Note 1
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Subtotal 1,222,384,000 82.73%
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Notes:
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(1) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. In accordance with the
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relevant Listing Rules/guidance materials, the required lock-up for the first six-month period ends on 22 October 2024 and for
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the second six-month period ends on 22 April 2025.
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(2) Immediately following the co mpletion of the Global Offering (assuming the Over-Allotment Option is not exercised), the
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Company is owned directly as to (i) approximately 60.9082% by Sichuan Hengsheng Herui Industrial Group Co., Ltd., (ii)
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approximately 16.2150% by Mr. Wang Xiaokun, (iii) approximately 5.1704% by Ms. Liu Weihong and (iv) approximately
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0.4322% by Sichuan Tongchuang Gongjin Enterprise Management Partnership (Limited Partnership) , the pre-IPO Employee
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Incentive Platform of the Company. Mr. Wang Xiaokun and Ms. Liu Weihong are spouses. Sichuan Hengsheng Herui Industrial
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Group Co., Ltd. is a company directly owned as to 84.8880% by Chengdu Jinbosen Enterprise Management Co., Ltd., which in
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turn is wholly owned by Mr. Wang Xiaokun and Ms. Liu Weihong collectively. Sichuan Tongchuang Gongjin Enterprise
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Management Partnership (Limited Partnership) is controlled by Mr. Wang Xiaokun as its sole general partner. Accordingly,
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Mr. Wang Xiaokun, Ms. Liu Weihong, Chengdu Jinbosen Enterprise Management Co., Ltd., Sichuan Hengsheng Herui
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Industrial Group Co., Ltd. and Sichuan Tongchuang Gongjin Enterprise Management Partnership (Limited Partnership) are a
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group of controlling shareholders of the Company.
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(3) Sichuan Hengsheng Herui Industrial Group Co., Ltd. is a company directly owned as to 84.8880% by Chengdu Jinbosen
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Enterprise Management Co., Ltd., and by virtue of SFO, Chengdu Jinbosen Enterprise Management Co., Ltd. is deemed to be
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interested in the Share
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s held by Sichuan Hengsheng Herui Industrial Group Co., Ltd.
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Pre-IPO Investors (as defined in the Prospectus)
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--- page 7 ---
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-Allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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TOWER QUALITY
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LIMITED
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60,606,060 4.1016% 22 April 2025
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Shanghai Tanying
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Investment Partnership
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(Limited Partnership) /
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上海檀英投資合夥企業
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(有限合夥)
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2,272,730 0.1538% 22 April 2025
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Suzhou Yuexiang Equity
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Investment Partnership
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(Limited Partnership) /
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蘇州悅享股權投資合夥
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企業(有限合夥)
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3,030,300 0.2051% 22 April 2025
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Chengdu Xinjin
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Shengwang Jiaozi New
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Consumer Equity
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Investment Fund
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Partnership (Limited
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Partnership) /
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成都新津昇望交子新消
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費股權投資基金合夥企
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業(有限合夥)
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3,787,880 0.2563% 22 April 2025
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Nanjing Yellow Tomato
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Equity Investment
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Partnership (Limited
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Partnership) /
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南京黃番茄股權投資合
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夥企業(有限合夥)
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2,272,730 0.1538% 22 April 2025
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CICC Tongfu
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(Quanzhou) Consumer
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Industry Venture Capital
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Fund Partnership
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(Limited
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Partnership) /
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中金同富(泉州)消費產
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業創業投資基金合夥企
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業(有限合夥)
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1,515,150 0.1025% 22 April 2025
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Subtotal 73,484,850 4.97%
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Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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--- page 8 ---
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Existing Shareholders (other than the Pre-IPO Investors as defined in the Prospectus)
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
|
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-Allotment
|
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
|
||
Ms. Dai Li / 戴利 17,505,000 1.1847% 22 April 2025
|
||
Mr. Wang Hongxue / 汪
|
||
紅學
|
||
8,505,000 0.5756% 22 April 2025
|
||
Ms. Gu Jilin / 古計林 4,999,500 0.3383% 22 April 2025
|
||
Mr. Chen Keyuan / 陳克
|
||
遠
|
||
2,992,500 0.2025% 22 April 2025
|
||
Subtotal 34,002,000 2.30%
|
||
Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
|
||
--- page 9 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of
|
||
the Over-Allotment
|
||
Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over-
|
||
Allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over-
|
||
Allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-Allotment
|
||
Option is exercised and
|
||
new H Shares are
|
||
issued)
|
||
Number of
|
||
Shares held upon Listing
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming no exercise of the
|
||
Over-Allotment Option)
|
||
ꞏ% of total issued share
|
||
capital upon Listing
|
||
(assuming the Over-
|
||
Allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Top 1 22,323,400 15.90% 15.55% 15.11% 14.80% 22,323,400 1.51% 1.51%
|
||
Top 5
|
||
Note 1
|
||
73,171,400 52.11% 50.98% 49.52% 48.50% 76,959,280 5.21% 5.20%
|
||
Top 10
|
||
Note 1
|
||
121,821,400 86.75% 84.87% 82.44% 80.74% 125,609,280 8.50% 8.48%
|
||
Top 25
|
||
Note 1
|
||
143,524,000 102.20% 99.99% 97.13% 95.13% 147,311,880 9.97% 9.95%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
(1) Includes Shares held by Yunhang Supply. Xinjin Shengwang is an existing Shareholder of the Company. The general partner of Xinjin Shengwang is Sichuan Heshun Shengwang
|
||
Enterprise Management Center (Limited Partnership) (
|
||
四川和順昇望企業管理中⼼(有限合夥)), which is ultimately controlled by Mr. Liu Yonghao (
|
||
劉永好). Yunhang Supply is
|
||
ultimately controlled by Mr. Liu Yonghao.
|
||
|
||
|
||
--- page 10 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
Allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
Allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares
|
||
arssue
|
||
Allotment as
|
||
% of total
|
||
Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
Allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
Allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
Allotment
|
||
Option)
|
||
% of
|
||
total
|
||
issued H
|
||
Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
Allotment
|
||
Option is
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 Note 1 0 0.00% 0.00% 0.00% 0.00% 1,222,384, 000 82.73% 82.55% 1,222,384,000
|
||
Top 5 Note 1
|
||
and Note 2
|
||
35,596,400 25.35% 24.80% 24.09% 23.59% 1,339,879,340 90.68% 90. 49% 1,339,879,340
|
||
Top 10 Note 1
|
||
and Note 2
|
||
95,089,400 67.71% 66.24% 64.35% 63.02% 1,399,372,340 94.70% 94. 50% 1,399,372,340
|
||
Top 25 Note 1
|
||
and Note 2
|
||
140,782,400 100.25% 98.08% 95.28% 93.31% 1,470,653,250 99.53% 9 9.32% 1,470,653,250
|
||
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
(1) Refers
|
||
to the group of controlling shareholders of the Company. See notes to lock-up undertakings of Controlling
|
||
Shareholders above for details.
|
||
(2) The Shares held by Yunhang Supply and Xinjin Shengwang have been aggregated for the purpose of this analysis. The
|
||
general partner of Xinjin Shengwang is Sichuan Heshun Shengwang Enterprise Management Center (Limited Partnership)
|
||
(四川和順昇望企業管理中心(有限合夥)), which is ultimately controlled by Mr. Liu Yonghao ( 劉永好). Yunhang
|
||
Supply is ultimately controlled by Mr. Liu Yonghao.
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Sharehol
|
||
ders
|
||
Number
|
||
of H Sha
|
||
res allott
|
||
ed
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
Allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
Allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
Allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
Allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
Allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-
|
||
Allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
|
||
|
||
--- page 11 ---
|
||
issued)
|
||
Top 1 Note
|
||
1
|
||
0 0.00% 0.00% 0.00% 0.00% 1,222,384,00
|
||
0
|
||
1,222,384,00
|
||
0
|
||
82.73% 82.55%
|
||
Top 5 Note
|
||
1 and Note 2
|
||
35,596,4
|
||
00
|
||
25.35% 24.80% 24.09% 23.59% 1,339,879,34
|
||
0
|
||
1,339,879,34
|
||
0
|
||
90.68% 90.49%
|
||
Top 10
|
||
Note 1 and
|
||
Note 2
|
||
95,089,4
|
||
00
|
||
67.71% 66.24% 64.35% 63.02% 1,399,372,34
|
||
0
|
||
1,399,372,34
|
||
0
|
||
94.70% 94.50%
|
||
Top 25
|
||
Note 1 and
|
||
Note 2
|
||
140,782,
|
||
400
|
||
100.25% 98.08% 95.28% 93.31% 1,470,653,25
|
||
0
|
||
1,470,653,25
|
||
0
|
||
99.53% 99.32%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
(1) Refers to the group of controlling shareholders of the Company. See notes to lock-up undertakings of Controlling
|
||
Shareholders above for details.
|
||
(2) The Shares held by Yunhang Supply and Xinjin Shengwang have been aggregated for the purpose of this analysis. The
|
||
general partner of Xinjin Shengwang is Sichuan Heshun Shengwang Enterprise Management Center (Limited Partnership)
|
||
(四川和順昇望企業管理中心(有限合夥)), which is ultimately controlled by Mr. Liu Yonghao ( 劉永好). Yunhang
|
||
Supply is ultimately controlled by Mr. Liu Yonghao.
|
||
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of t he conditions set out in the Pr ospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF
|
||
SHARES APPLIED FOR
|
||
POOL A
|
||
200 2,598 200 Shares 100.00%
|
||
400 699 400 Shares 100.00%
|
||
600 270 600 Shares 100.00%
|
||
800 86 800 Shares 100.00%
|
||
1,000 221 1,000 Shares 100.00%
|
||
1,200 84 1,200 Shares 100.00%
|
||
|
||
|
||
--- page 12 ---
|
||
1,400 24 1,400 Shares 100.00%
|
||
1,600 35 1,600 Shares 100.00%
|
||
1,800 24 1,800 Shares 100.00%
|
||
2,000 227 2,000 Shares 100.00%
|
||
3,000 60 3,000 Shares 100.00%
|
||
4,000 53 4,000 Shares 100.00%
|
||
5,000 41 5,000 Shares 100.00%
|
||
6,000 24 6,000 Shares 100.00%
|
||
7,000 4 7,000 Shares 100.00%
|
||
8,000 6 8,000 Shares 100.00%
|
||
9,000 10 9,000 Shares 100.00%
|
||
10,000 67 10,000 Shares 100.00%
|
||
20,000 24 20,000 Shares 100.00%
|
||
30,000 17 30,000 Shares 100.00%
|
||
50,000 7 50,000 Shares 100.00%
|
||
60,000 4 60,000 Shares 100.00%
|
||
70,000 1 70,000 Shares 100.00%
|
||
80,000 1 80,000 Shares 100.00%
|
||
90,000 1 90,000 Shares 100.00%
|
||
100,000 1 100,000 Shares 100.00%
|
||
4,589 Total number of Pool A successful applicants: 4,589
|
||
POOL B
|
||
300,000 3 300,000 Shares 100.00%
|
||
1,000,000 1 1,000,000 Shares 100.00%
|
||
4 Total number of Pool B successful applicants: 4
|
||
|
||
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 h ave 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 Off er Share subscribed for or purchased by
|
||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
|
||
|
||
--- page 13 ---
|
||
Placing with a waiver from strict compliance with Rule 10.04 of the Listing Rules and a prior written
|
||
consent under paragraph 5(2)of Appendix F1 to the Listing Rules (the "Placing Guidelines").
|
||
|
||
Xinjin Shengwang is an existing shareholder of the Company. The general partner of Xinjin Shengwang
|
||
is Sichuan Heshun Shengwang Enterprise Management Center (Limit ed Partnership) ( 四川和順昇望企
|
||
業管理中心(有限合夥 )), which is ultimately controlled by Mr. Liu Yonghao. Yunhang Su pply is
|
||
ultimately controlled by Mr. Liu Yonghao, and therefore a close associate of Xinjin Shengwang. As of the
|
||
date of the Prospectus, Xinjin Shengwang held 3,787,880 Shares (assuming the completion of Share
|
||
Subdivision), representing approximately 0.2848% of the total i ssued Shares as of the date of the
|
||
Prospectus (assuming the completion of Share Subdivision).
|
||
|
||
Under the International Offering, Yunhang Supply has been place d with 13,273,000 Offer Shares at the
|
||
Offer Price, representing approximately 8.98% of the total number of Offer Shares initially available under
|
||
the Global Offering (assuming the Over-Allotment Option is not exercised) and approximately 0.90% of
|
||
the total issued Shares of the Company upon completion of the G lobal Offering (assuming the Over-
|
||
Allotment Option is not exercised).
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from
|
||
strict compliance with Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of the Placing
|
||
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to Yunhang
|
||
Supply. The allocation of Offer Shares to Yunhang Supply is in compliance with all the conditions under
|
||
the waiver and consent granted by the Stock Exchange.
|
||
|
||
|
||
Placing with a prior consent under paragraph 5(1) of the Placing Guidelines.
|
||
|
||
GF Securities Asset Management (Guangdong) Co., Ltd. is a direc t wholly-owned subsidiary of GF
|
||
Securities and GF Securities (Hong Kong) Brokerage Limited, a d istributor, is an indirect wholly-owned
|
||
subsidiary of GF Securities. Therefore, each of GF Securities A sset Management (Guangdong) Co., Ltd.
|
||
and GF Securities (Hong Kong) Brokerage Limited is a member of the same group of companies.
|
||
|
||
Under the International Offering, GF Securities Asset Management (Guangdong) Co., Ltd. has been placed
|
||
with 671,000 Offer Shares at the Offer Price, representing appr oximately 0.45% of the total number of
|
||
Offer Shares initially available under the Global Offering (ass uming the Over-Allotment Option is not
|
||
exercised) and approximately 0.045% of the total issued Shares of the Company upon completion of the
|
||
Global Offering (assuming the Over-Allotment Option is not exercised).
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
|
||
paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
|
||
International Offering to GF Securities Asset Management (Guangdong) Co., Ltd. The allocation of Offer
|
||
Shares to GF Securities Asset Management (Guangdong) Co., Ltd. is in compliance with all the conditions
|
||
under the consent granted by the Stock Exchange.
|
||
|
||
|
||
|
||
|
||
|
||
DISCLAIMERS
|
||
|
||
|
||
--- page 14 ---
|
||
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 liabi lity 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, dist ribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the District
|
||
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
|
||
purchase or subscribe for se curities in the United States. The securities mentioned herein have not
|
||
been, and will not be, registered under the United St ates 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 ex emption 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.
|
||
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 15 April 2024 issued by Sichuan Baicha Baidao Industrial
|
||
Co., Ltd. for detailed information about the Global Offering described above before deciding whether
|
||
or not to invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Overall Coordinator (for itself and on
|
||
behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong
|
||
Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set
|
||
out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong
|
||
Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||
expected to be on 23 April 2024).
|
||
|
||
|
||
--- page 15 ---
|
||
3
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering, (i) no less than 15.31% of the total
|
||
issued share capital of the Company (assuming the Over-Allotment Option is not exercised) will be
|
||
held by the public and will satisfy the minimum percentage as prescribed in the waiver granted by
|
||
the Stock Exchange from strict compliance with Rule 8.08(1)(a) of the Listing Rules; (ii) the three
|
||
largest public Shareholders do not hold more than 50% of the Shares in public hands at the time of
|
||
Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) there will not be any
|
||
new substantial Shareholder (as defined in the Listing Rules) of the Company; and (iv) there will
|
||
be at least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing
|
||
Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, April 23,
|
||
2024 (Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the paragraph headed “Underwriting Ñ Underwriting Arrangements
|
||
and Expenses Ñ Hong Kong Public Offering Ñ Grounds for Termination ” in the Prospectus has
|
||
not been exercised. Investors who trade the H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of share certificates or prior to the share certificates becoming valid
|
||
evidence of title do so entirely at their own risk. Assuming that the Hong Kong Public Offering
|
||
becomes unconditional at or before 8:00 a.m. on Tuesday, April 23, 2024 (Hong Kong time), it
|
||
is expected that dealings in our H Shares on the Stock Exchange will commence at 9:00 a.m. on
|
||
Tuesday, April 23, 2024 (Hong Kong time). The H Shares will be traded in board lots of 200 H
|
||
Shares each, and the stock code of the H Shares will be 2555.
|
||
By order of the Board
|
||
Sichuan Baicha Baidao Industrial Co., Ltd.
|
||
Mr. WANG Xiaokun
|
||
Executive Director and Chairman of the Board
|
||
Chengdu, PRC, 22 April 2024
|
||
As at the date of this announcement, the directors and proposed directors of the Company are: (i)
|
||
Mr. Wang Xiaokun, Mr. Wang Hongxue, Ms. Dai Li and Mr. Chen Keyuan as executive directors;
|
||
(ii) Dr. Chen Da as non-executive director; and (iii) Mr. Yeung Chi Tat, Dr. Tang Yong and Ms.
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Cheng Li as proposed independent non-executive directors.
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