geometrybase
8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
621 lines
25 KiB
Plaintext
621 lines
25 KiB
Plaintext
--- page 1 ---
|
||
1
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong 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.
|
||
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
|
||
defined in the prospectus dated Tuesday, May 7, 2024 (the “Prospectus ”) issued by Marketingforce Management Ltd
|
||
(ʮ̡ ) (the “Company ”).
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
||
or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
|
||
for detailed information about the Global Offering described below before deciding whether or not to invest in the
|
||
Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
|
||
on the information in the Prospectus.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
||
in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
|
||
registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
|
||
securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
|
||
or otherwise transferred within 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.
|
||
Potential investors of the Offer Shares should note that the 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 Thursday, May 16, 2024).
|
||
|
||
|
||
--- page 2 ---
|
||
2
|
||
Marketingforce Management Ltd
|
||
ʮ̡
|
||
(Incorporated in the Cayman Islands with limited liability)
|
||
Global Offering
|
||
Number of Offer Shares under
|
||
the Global Offering
|
||
: 5,949,700 Shares
|
||
Number of Hong Kong Offer Shares : 595,000 Shares
|
||
Number of International Offer Shares : 5,354,700 Shares
|
||
Final Offer Price : HK$43.60 per Offer Share, plus brokerage
|
||
of 1.0%, SFC transaction levy of 0.0027%,
|
||
the Stock Exchange trading fee of
|
||
0.00565% and the AFRC transaction levy
|
||
of 0.00015%
|
||
Nominal value : US$0.0000005 per Share
|
||
Stock code : 2556
|
||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||
Joint Bookrunners and Joint Lead Managers
|
||
Overall Coordinator, Joint Global Coordinator,
|
||
Joint Bookrunner and Joint Lead Manager
|
||
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
|
||
Joint Bookrunners and Joint Lead Managers
|
||
(in alphabetical order)
|
||
|
||
|
||
--- page 3 ---
|
||
MARKETINGFORCE MANAGEMENT LTD / 邁富時管理有限公司
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||
ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||
as those defined in the prospectus dated 7 May 2024 (the “Prospectus”) issued by Marketingforce
|
||
Management Ltd (the “Company”).
|
||
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could move
|
||
substantially even with a small number of Shares traded and should exercise extreme caution when
|
||
dealing in the Shares.
|
||
SUMMARY
|
||
|
||
Company information
|
||
Stock code 2556
|
||
Stock short name MARKETINGFORCE
|
||
Dealings commencement date 16 May 2024*
|
||
*see note at the end of the announcement
|
||
|
||
Price Information
|
||
Final Offer Price HK$43.600
|
||
Offer Price Range HK$42.000 - HK$45.000
|
||
Offer Price Adjustment exercised No
|
||
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 5,949,700
|
||
Number of Offer Shares in Public Offer 595,000
|
||
Number of Offer Shares in International Offer 5,354,700
|
||
Number of issued Shares upon Listing 235,164,100
|
||
|
||
|
||
|
||
|
||
Proceeds
|
||
Gross proceeds (Note) HK$ 259.41 million
|
||
Less: Estimated listing expenses payable based on Final
|
||
Offer Price
|
||
HK$ (78.30) million
|
||
Net proceeds HK$ 181.11 million
|
||
|
||
Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
|
||
proceeds, please refer to the Prospectus dated 7 May 2024.
|
||
|
||
|
||
ALLOTMENT RESULTS DETAILS
|
||
PUBLIC OFFER
|
||
|
||
No. of valid applications 2,576
|
||
|
||
|
||
--- page 4 ---
|
||
No. of successful applications 1,797
|
||
Subscription level 5.95 times
|
||
Claw-back triggered No
|
||
No. of Offer Shares initially available under the Public Offer 595,000
|
||
Final no. of Offer Shares under the Public Offer 595,000
|
||
% of Offer Shares under the Public Offer to the Global Offering 10.00%
|
||
|
||
Note: For details of the final allocation of shares to the Public Offer, investors can refer to
|
||
www.eipo.com.hk/eIPOAllotment/?Locale=en to perform a search by name or identification number or
|
||
www.eipo.com.hk/eIPOAllotment/?Locale=en for the full list of allottees.
|
||
INTERNATIONAL OFFER
|
||
|
||
No. of placees 125
|
||
Subscription Level 1.03 times
|
||
No. of Offer Shares initially available under the International
|
||
Offer
|
||
5,354,700
|
||
Final no. of Offer Shares under the International Offer 5,354,700
|
||
% of Offer Shares under the International Offer to the Global
|
||
Offering
|
||
90.00%
|
||
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer
|
||
Shares subscribed by the placees and the public have been financed directly or indirectly by the Company,
|
||
any of the Directors, chief executive of the Company, Controlling Shareholders, substantial Shareholders,
|
||
existing Shareholders of the Company or any of its subsidiaries or Consolidated Affiliated Entities or their
|
||
respective close associates; and (ii) none of the placees and the public who have purchased the Offer Shares
|
||
are accustomed to taking instructions from the Company, any of the Directors, chief executive of the
|
||
Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any
|
||
of its subsidiaries or Consolidated Affiliated Entities or their respective close associates in relation to the
|
||
acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by
|
||
him/her/it.
|
||
CONCENTRATION OF PLACEES
|
||
There are a total of 125 placees under the International Offering. A total of [ 110] placees have been allotted
|
||
one board lot of the Offer Shares, representing approximately [ 88.0000]% of the [ 125] placees under the
|
||
International Offering. These placees have been allotted [ 11,000] Offer Shares in total, representing
|
||
approximately [0.2054]% of the total number of Offer Shares under the International Offering. [15] placees
|
||
have been allotted more than one board lot of the Offer Shares, representing approximately [12]% of the [125]
|
||
placees under the International Offering. These placees have been allotted [ 5,343,700] Offer Shares in total,
|
||
representing approximately [99.7946]% of the total number of Offer Shares under the International Offering.
|
||
|
||
The placees in the International Offer include the following:
|
||
Cornerstone Investors
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
VH Nanchang
|
||
Donghu Asset 448,900 7.54% 0.19% No
|
||
|
||
|
||
--- page 5 ---
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
Capital LPF / 維港
|
||
南昌東湖產業有限
|
||
合夥基金
|
||
BARJAI TRADING
|
||
COMPANY
|
||
LIMITED / 剛信貿
|
||
易有限公司 455,200 7.65% 0.19% No
|
||
Total 904,100 15.20% 0.38%
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing Note 5
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing Note 5
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 3
|
||
Real Force Limited Note 4 54,407,600 23.14% 15 November 2024
|
||
(First Six-Month
|
||
Period) Note 1
|
||
15 May 2025 (Second
|
||
Six-Month Period) Note 2
|
||
Precious Sight Limited
|
||
Note 4
|
||
59,680,400 25.38% 15 November 2024
|
||
(First Six-Month
|
||
Period) Note 1
|
||
15 May 2025 (Second
|
||
Six-Month Period) Note 2
|
||
Willian Zhao I Limited
|
||
Note 4
|
||
2,837,000 1.21% 15 November 2024
|
||
(First Six-Month
|
||
Period) Note 1
|
||
15 May 2025 (Second
|
||
Six-Month Period) Note 2
|
||
Subtotal 116,925,000 49.72%
|
||
|
||
1. In accordance with the relevant Listing Rules, the Controlling Shareholder may dispose of or transfer Shares
|
||
after the indicated date subject to that the Controlling Shareholder will not cease to be a Controlling
|
||
Shareholder. However, after the indicated date, the Controlling Shareholder as an existing Shareholder
|
||
remains subject to the lock-up period ending on 15 May 2025 pursuant to the Deed (as defined below) as
|
||
disclosed in the Prospectus.
|
||
2. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the
|
||
indicated date.
|
||
3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||
period ends on 15 November 2024 and for the second six-month period, on 15 May 2025.
|
||
4. For family wealth management and estate planning purpose, on 25 April 2024, Mr. Zhao Xulong and Ms. Zhu
|
||
Shuina transferred their respective interests in the Company directly held by Willam Zhao Limited as to
|
||
5,440,760 Shares and Shuina Zhu Limited as to 5,968,040 Shares to Real Force Limited and Precious Sight
|
||
Limited (being BVI-incorporated holding vehicles), respectively, for the benefit of the Founders’ Family Trust
|
||
|
||
|
||
--- page 6 ---
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing Note 5
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing Note 5
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 3
|
||
(as defined in the Prospectus). Further, Willian Zhao I Limited, a company wholly owned by Mr. Zhao Xulong
|
||
through Willam Zhao Limited, also directly held 283,700 Shares in the Company as of the date of this
|
||
announcement.
|
||
As of the date of this announcement, each of Real Force Limited and Precious Sight Limited is indirectly
|
||
controlled by the Founders’ Family Trust with Mr. Zhao Xulong as the settlor, The Core Trust Company
|
||
Limited as the trustee, Ms. Zhu Shuina as the protector and Willam Zhao Limited (which is wholly owned
|
||
by Mr. Zhao Xulong) and Shuina Zhu Limited (which is wholly owned by Ms. Zhu Shuina) as
|
||
beneficiaries.
|
||
Ms. Zhu Shuina is the spouse of Mr. Zhao Xulong. As such, as of the date of this announcement, each of
|
||
Mr. Zhao Xulong and Ms. Zhu Shuina is deemed to be interested in a total of 11,692,500 Shares
|
||
comprising (i) 11,408,800 Shares controlled through the Founders’ Family Trust; and (ii) 283,700 Shares
|
||
through Willian Zhao I Limited, a company wholly owned by Mr. Zhao Xulong through Willam Zhao
|
||
Limited.
|
||
5. The calculation is based on the total number of 235,164,100 Shares in issue immediately following the
|
||
completion of the subdivision of each share in the Company’s issued and unissued share capital with par
|
||
value of US$0.000005 each into ten shares of the corresponding class with par value of US$0.0000005 each
|
||
(the “Share Subdivision”) immediately before the Listing and the Global Offering.
|
||
Existing Shareholders
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing Note 2
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing Note 2
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
NB DIGITAL Evergreen
|
||
Investment Limited
|
||
Partnership Note 1
|
||
21,161,600 9.00% 15 February 2025
|
||
Jiaxing Hengjie Equity
|
||
Investment Partnership
|
||
(Limited Partnership) /
|
||
嘉興恆捷股權投資合夥
|
||
企業 （有限合夥）
|
||
3,632,400 1.54% 15 February 2025
|
||
Driving Force
|
||
Developments Limited
|
||
19,251,800 8.19% 15 May 2025
|
||
Rosy Maple Limited 15,401,000 6.55% 15 May 2025
|
||
Isle Wealth Limited 10,526,400 4.48% 15 May 2025
|
||
Rongjing Co. Limited 9,022,600 3.84% 15 February 2025
|
||
|
||
|
||
--- page 7 ---
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing Note 2
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing Note 2
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
CCB International
|
||
Overseas Limited / 建銀
|
||
國際海外有限公司
|
||
6,015,000 2.56% 15 February 2025
|
||
Shanghai Shunying
|
||
Business Information
|
||
Consulting Partnership
|
||
(Limited Partnership) /
|
||
上海順瀠商務信息諮詢
|
||
合夥企業（有限合夥）
|
||
5,629,200 2.39% 15 February 2025
|
||
Blooming Sky Holdings
|
||
Limited
|
||
4,508,800 1.92% 15 February 2025
|
||
Sea Pictures Limited 3,850,400 1.64% 15 February 2025
|
||
Wenhua Xu Limited 2,832,800 1.20% 15 February 2025
|
||
He Zhenjun 2,631,600 1.12% 15 February 2025
|
||
Great Boom Group Ltd /
|
||
旺佳集團有限公司
|
||
1,879,600 0.80% 15 February 2025
|
||
Top Mountain Shuye LP 1,503,800 0.64% 15 February 2025
|
||
Haorong Co., Limited 1,394,800 0.59% 15 February 2025
|
||
Multi Link Corporate
|
||
Development Limited /
|
||
港聯企業發展有限公司
|
||
1,127,800 0.48% 15 February 2025
|
||
Peimin Guo Limited 1,017,600 0.43% 15 February 2025
|
||
Miracle International
|
||
Development Limited
|
||
902,200 0.38% 15 February 2025
|
||
Subtotal 112,289,400 47.74%
|
||
The expiry date of the lock-up period shown in the table above is pursuant to the expiry date of the deed of
|
||
lock-up undertaking (the "Deed") as disclosed in the Prospectus. Existing Shareholders who are Pre-IPO
|
||
Investors (as defined in the Prospectus) are also subject to a 180-day lock-up period commencing on the
|
||
date of the Prospectus pursuant to the Pre-IPO Investments (as defined in the Prospectus) arrangement as
|
||
disclosed in the Prospectus, which ends earlier than the indicated last day subject to lock-up undertakings
|
||
pursuant to the Deed.
|
||
Notes:
|
||
1. As of the date of this announcement, Mr. Zhu Zhengguo is deemed to be interested in a total of
|
||
2,479,400 Shares comprising (i) 2,116,160 Shares through NB Digital Evergreen Investment Limited
|
||
Partnership, a company controlled by Mr. Zhu Zhengguo; and (ii) 363,240 Shares through Jiaxing
|
||
Hengjie Equity Investm ent Partnership (Limited Partnership), in which Tianjin Hongdao North Beta
|
||
Technology Development Co., Ltd, controlled by Mr. Zhu Zhengguo, acted as the general partner and
|
||
controlled as to 5.70%.
|
||
|
||
|
||
--- page 8 ---
|
||
2. The calculation is based on the total number of 235,164,100 Shares in issue immediately following the
|
||
completion of the Share Subdivision and the Global Offering.
|
||
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
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
VH Nanchang Donghu
|
||
Asset Capital LPF / 維港
|
||
南昌東湖產業有限合夥
|
||
基金
|
||
448,900 0.19% 15 November 2024
|
||
Barjai Trading Company
|
||
Limited / 剛信貿易有限
|
||
公司
|
||
455,200 0.19% 15 November 2024
|
||
Subtotal 904,100 0.38%
|
||
In accordance with the relevant Listing Rule/guidance materials, the required lock-up ends on 15
|
||
November 2024. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
|
||
Shares after the indicated date.
|
||
The calculation is based on the total number of 235,164,100 Shares in issue immediately following the
|
||
completion of the Share Subdivision and the Global Offering.
|
||
|
||
|
||
--- page 9 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of Shares
|
||
allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
Allotment as % of total
|
||
Offer Shares
|
||
Number of
|
||
Shares held upon Listing
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
Top 1 908,000 16.96% 15.26% 908,000 0.39%
|
||
Top 5 3,098,100 57.86% 52.07% 3,098,100 1.32%
|
||
Top 10 4,831,700 90.23% 81.21% 4,831,700 2.05%
|
||
Top 25 5,344,800 99.82% 89.83% 5,344,800 2.27%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 10 ---
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of Shares a
|
||
llotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
Allotment as % of total
|
||
Offer Shares
|
||
Number of Shares held
|
||
upon Listing
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
Top 1 0 0.00% 0.00% 116,925,000 49.72%
|
||
Top 5 0 0.00% 0.00% 186,898,200 79.48%
|
||
Top 10 0 0.00% 0.00% 215,924,200 91.82%
|
||
Top 25 3,904,100 72.91% 65.62% 233,118,500 99.13%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.
|
||
* Offer Shares allotted to two placees who are spouses have been combined for the purpose of the concentration
|
||
analysis.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
|
||
--- page 11 ---
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
NO. OF
|
||
SHARES NO. OF VALID OF THE TOTAL
|
||
NO. OF
|
||
APPLIED
|
||
FOR APPLICATIONS BASIS OF ALLOTMENT /
|
||
BALLOT
|
||
SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 1,350 743 out of 1,350 to receive 100 Shares 55.04%
|
||
200 395 250 out of 395 to receive 100 Shares 31.65%
|
||
300 90 68 out of 90 to receive 100 Shares 25.19%
|
||
400 47 42 out of 47 to receive 100 Shares 22.34%
|
||
500 85 100 Shares 20.00%
|
||
600 28 100 Shares plus 5 out of 28 to receive
|
||
additional 100 Shares 19.64%
|
||
700 15 100 Shares plus 5 out of 15 to receive
|
||
additional 100 Shares 19.05%
|
||
800 15 100 Shares plus 7 out of 15 to receive
|
||
additional 100 Shares 18.33%
|
||
900 14 100 Shares plus 8 out of 14 to receive
|
||
additional 100 Shares 17.46%
|
||
1,000 266 100 Shares plus 194 out of 266 to
|
||
receive additional 100 Shares 17.29%
|
||
1,200 22 200 Shares 16.67%
|
||
1,400 7 200 Shares plus 2 out of 7 to receive
|
||
additional 100 Shares 16.33%
|
||
1,600 12 200 Shares plus 7 out of 12 to receive
|
||
additional 100 Shares 16.15%
|
||
1,800 6 200 Shares plus 5 out of 6 to receive
|
||
additional 100 Shares 15.74%
|
||
2,000 107 300 Shares 15.00%
|
||
3,000 16 300 Shares plus 10 out of 16 to
|
||
receive additional 100 Shares 12.08%
|
||
4,000 18 400 Shares 10.00%
|
||
5,000 17 400 Shares plus 13 out of 17 to
|
||
receive additional 100 Shares 9.53%
|
||
6,000 3 500 Shares 8.33%
|
||
7,000 5 500 Shares plus 3 out of 5 to receive
|
||
additional 100 Shares 8.00%
|
||
8,000 4 600 Shares 7.50%
|
||
9,000 3 600 Shares plus 2 out of 3 to receive
|
||
additional 100 Shares 7.41%
|
||
10,000 15 700 Shares 7.00%
|
||
12,000 7 700 Shares plus 4 out of 7 to receive
|
||
additional 100 Shares 6.31%
|
||
14,000 3 800 Shares 5.71%
|
||
16,000 3 800 Shares plus 2 out of 3 to receive
|
||
additional 100 Shares 5.42%
|
||
|
||
|
||
--- page 12 ---
|
||
18,000 1 900 Shares 5.00%
|
||
20,000 1 1,000 Shares 5.00%
|
||
30,000 2 1,400 Shares 4.67%
|
||
40,000 2 1,800 Shares 4.50%
|
||
60,000 2 2,600 Shares 4.33%
|
||
90,000 2 3,800 Shares 4.22%
|
||
100,000 2 4,200 Shares 4.20%
|
||
2,565 Total number of Pool A successful
|
||
applicants: 1,786
|
||
|
||
|
||
POOL B
|
||
120,000 11 27,000 Shares plus 5 out of 11 to
|
||
receive additional 100 Shares 22.54%
|
||
11 Total number of Pool B successful
|
||
applicants: 11
|
||
|
||
|
||
--- page 13 ---
|
||
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.
|
||
|
||
STABILIZATION
|
||
|
||
No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will
|
||
be carried out in relation to the Global Offering.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
|
||
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and trading fee payable.
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||
or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the
|
||
District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities ment ioned
|
||
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 registra tion 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 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 7 May 2024 issued by Marketingforce Management Ltd for
|
||
detailed information about the Global Offering described below before deciding whether or not to
|
||
invest in the Shares thereby being offered.
|
||
|
||
|
||
--- page 14 ---
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the 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 section 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 16 May 2024).
|
||
|
||
|
||
--- page 15 ---
|
||
3
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering, (i) approximately 25.00% of the
|
||
total issued share capital of the Company will be held by the public and will satisfy the minimum
|
||
percentage as prescribed by 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 Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, May 16,
|
||
2024 (Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the paragraph headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has not been
|
||
exercised. Investors who trade the 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 Global Offering becomes unconditional at
|
||
or before 8:00 a.m. on Thursday, May 16, 2024 (Hong Kong time), it is expected that dealings in
|
||
the Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, May 16, 2024 (Hong
|
||
Kong time). The Shares will be traded in board lots of 100 Shares each, and the stock code of the
|
||
Shares will be 2556.
|
||
By order of the Board
|
||
Marketingforce Management Ltd
|
||
MR. ZHAO Xulong
|
||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||
Hong Kong, May 14, 2024
|
||
As at the date of this announcement, the Directors and proposed Directors of the Company are: Mr.
|
||
ZHAO Xulong as chairman, executive Director and chief executive officer, Mr. XU Jiankang as
|
||
executive Director, Ms. ZHAO Fangqi and Mr. HUANG Shaodong as non-executive Directors and
|
||
Mr. YANG Tao, Mr. QIN Ci and Mr. CHEN Chen as independent non-executive Directors.
|