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.
681 lines
30 KiB
Plaintext
681 lines
30 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 those
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defined in the prospectus dated Thursday, June 20, 2024 (the “Prospectus ”) issued by Dida Inc. (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
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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 of
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the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States unless
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in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United
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States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as
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stabilizing manager (the “Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at such
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price, in such amounts and in such manners as the Stabilization Manager, its affiliates or any person acting for it may
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determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the 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 Thursday,
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July 25, 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 Shares for longer
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than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Thursday, July 25, 2024). After this
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date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
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could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed
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“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ”
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in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
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be on Friday, June 28, 2024).
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--- page 2 ---
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2
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Dida Inc.
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ྑ⎆̈Б *
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(Incorporated in the Cayman Islands with limited liability)
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Global Offering
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Total number of Offer Shares under the
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Global Offering
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: 39,091,000 Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 19,545,500 Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 19,545,500 Shares (as adjusted after
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reallocation and subject to the Over-
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allotment Option)
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Final Offer Price : HK$6.0 per Share, plus brokerage of 1.0%,
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SFC transaction levy of 0.0027%, the
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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(payable in full on application and subject
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to refund)
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Nominal value : US$0.0001 per Share
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Stock code : 02559
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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* For identification purposes only
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--- page 3 ---
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DIDA INC.
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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 meanings
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as those defined in the prospectus dated 20 June 2024 (the “Prospectus”) issued by Dida Inc. (the
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“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 02559
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Stock short name DIDA INC
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Dealings commencement date 28 June 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$6.000
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Offer Price Range HK$5.000 - HK$7.000
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 39,091,000
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Number of Offer Shares in Public Offer (after reallocation) 19,545,500
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Number of offer shares in International Offer (after
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reallocation)
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19,545,500
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Number of issued shares upon Listing 993,979,853
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Over-allocation
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No. of Offer Shares over-allocated 5,863,500
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 269.73 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (87.39) million
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Net proceeds HK$ 182.34 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the Prospectus dated 20 June 2024.
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ALLOTMENT RESULTS DETAILS
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--- page 4 ---
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PUBLIC OFFER
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No. of valid applications 19,815
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No. of successful applications 7,924
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Subscription level 112.90 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 3,909,500
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No. of Offer Shares reallocated from the International Offer (claw-
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back)
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15,636,000
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Final no. of Offer Shares under the Public Offer (after
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reallocation)
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19,545,500
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% of Offer Shares under the Public Offer to the Global Offering 43.48%
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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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https://www.hkeipo.hk/iporesult to perform a search by name or identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 143
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Subscription Level 1.28 times
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No. of Offer Shares initially available under the International
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Offer
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35,181,500
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No. of Offer Shares reallocated to the Public Offer (claw-back) 15,636,000
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Final no. of Offer Shares under the International Offer (after
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reallocation)
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25,409,000
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% of Offer Shares under the International Offer 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, (i) none of the Offer
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Shares subscribed by the placees and the public have been financed directly or indirectly by the Company,
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any of the Directors, chief executive of the Company, controlling shareholders, substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking
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instructions from the Company, any of the Directors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or
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their respective close associates in relation to the acquisition, disposal, voting or other disposition of Shares
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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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--- page 5 ---
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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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5brothers Limited 320,546,403 32.25% 27 December 2024
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(First Six-Month
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Period) (1)
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27 June 2025 (Second
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Six-Month Period) (2)
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Subtotal 320,546,403 32.25%
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In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-
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month period ends on 27 December 2024 and for the second six-month period, on 27 June 2025.
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Notes:
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1. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to
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that the Controlling Shareholder will not cease to be a Controlling Shareholder.
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2. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares
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after the indicated date.
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Pre-IPO Investors (as defined in the “History and Corporate Structure” section of 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
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Leap Profit Investment
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Limited
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168,888,700 16.99% 27 June 2025(1)(2)
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IDG China Venture
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Capital Fund IV, L.P
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44,164,324 4.44% 27 December 2024(1)
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44,164,324 4.44% 27 June 2025(1)(2)
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Eastnor Castle Limited 34,800,913 3.50% 27 December 2024(1)
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34,800,912 3.50% 27 June 2025(1)(2)
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Bitauto Hong Kong
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Limited
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24,105,092 2.43% 27 December 2024(1)
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24,105,091 2.43% 27 June 2025(1)(2)
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Smart Canvas Investment
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Limited
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40,368,557 4.06% 27 June 2025(1)(2)
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HH SPR-IV Holdings
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Limited
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40,368,557 4.06% 27 December 2024(1)
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Sumptuous Canna
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Limited
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40,368,557 4.06% 27 December 2024(1)
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Ctrip Investment Holding
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Ltd
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27,840,730 2.80% 27 December 2024(1)
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BothWealth Fund L.P. 20,404,639 2.05% 27 December 2024(1)
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NBNW Investment
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Limited
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20,184,278 2.03% 27 June 2025(1)(2)
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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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Trustbridge Partners V,
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L.P.
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13,920,365 1.40% 27 December 2024(1)
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Lupin 2 Co. Ltd. 13,653,388 1.37% 27 December 2024(1)
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IDG China IV Investors
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L.P.
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5,654,428 0.57% 27 December 2024(1)
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5,654,428 0.57% 27 June 2025(1)(2)
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Hangzhou Mingshan
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Investment L.P. / 杭州銘
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杉投資合夥企業(有限
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合夥)
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10,092,139 1.02% 27 December 2024(1)
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Moussedragon, L.P. 3,619,295 0.36% 27 December 2024(1)
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Star Celestial Holdings
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Limited
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1,160,596 0.12% 27 June 2025(1)(2)
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Subtotal 618,319,313 62.21%
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The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the
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Prospectus.
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Notes:
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1. Pursuant to the lock -up undertakings issued by each of the Pre -IPO Investors, the Pre -IPO
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Investors are subject to a lock-up period of six months from the Listing Date.
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2. Pursuant to the Voting Proxy Deeds entered into by the Proxy Shareholders, (i) all the Proxy Shares
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shall be subject to lock-up restrictions and shall not be offered, transferred or otherwise disposed
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of directly or indirectly, conditionally or unconditionally, by the Proxy Investors unless as
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otherwise agreed by the Proxyholder for six months from the date of the Listing and (ii) in the six-
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month period following the first six months above, the Proxy Shares can be transferred or otherwise
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disposed of, except that the number of Proxy Shares that may be disposed shall not result in the
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Controlling Shareholders breaching its undertakings pursuant to Rule 10.07 of the Listing Rules.
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Existing Shareholders (other than the Pre-IPO Investors as defined in the “History and Corporate
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Structure” section of 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
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Firefiles Limited 16,023,137 1.61% 27 December 2024
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Subtotal 16,023,137 1.61%
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The expiry date of the lock-up period shown in the table above is pursuant to the lock-up undertaking
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issued by Firefiles Limited dated June 18, 2024. The Restricted Shares granted and issued to the selected
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participants under the Pre-IPO Restricted Share Scheme were held by Firefiles Limited and part of the
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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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Shares underlying the Options granted under the Pre-IPO Share Option Scheme were issued to and held
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on trust by Firefiles Limited. Such Shares are also subject to the respective lock-up arrangements under
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the Pre-IPO Restricted Share Scheme and Pre-IPO Share Option Scheme.
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--- page 8 ---
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PLACEE CONCENTRATION ANALYSIS
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Placees
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Number of
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Shares allotted
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Allotment as % of
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International Offering
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(assuming no exercise of
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the Over-allotment
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Option)
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Allotment as % of
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International Offering
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(assuming the Over-
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allotment Option is
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exercised and new Shares
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are issued)
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Allotment as % of total
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Offer Shares (assuming no
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exercise of the Over-
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allotment Option)
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Allotment as % of total
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Offer Shares (assuming
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the Over-allotment
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Option is exercised and
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new Shares are issued)
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Number of
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Shares held upon Listing
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% of total issued share
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capital upon Listing
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(assuming no exercise of the
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Over-allotment Option)
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·% of total issued share
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capital upon Listing
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(assuming the Over-
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allotment Option is
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exercised and new Shares
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are issued)
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Top 1 8,190,000 41.90% 32.23% 20.95% 18.22% 8,190,000 0.82% 0.82%
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Top 5 22,617,000 115.71% 89.01% 57.86% 50.31% 22,617,000 2.28% 2.26%
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Top 10 24,730,000 126.53% 97.33% 63.26% 55.01% 24,730,000 2.49% 2.47%
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Top 25 25,350,000 129.70% 99.77% 64.85% 56.39% 25,350,000 2.55% 2.54%
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Notes
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* Ranking of placees is based on the number of Shares allotted to the placees.
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--- page 9 ---
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SHAREHOLDER CONCENTRATION ANALYSIS
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Shareholders
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Number of
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Shares
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allotted
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Allotment as %
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of
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International
|
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Offering
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(assuming no
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exercise of the
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Over-allotment
|
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Option)
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Allotment as %
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of
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International
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||
Offering
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(assuming the
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Over-
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allotment
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Option is
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exercised and
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new Shares are
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issued)
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Allotment as %
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of total Offer
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Shares
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(assuming no
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exercise of the
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Over-
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allotment
|
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Option)
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Allotment as
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% of total
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Offer Shares
|
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(assuming the
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Over-allotment
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Option is
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exercised and
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new Shares are
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issued)
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Number of
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Shares held
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upon Listing
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|
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% of total
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issued share
|
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capital upon
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Listing
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(assuming no
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exercise of the
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Over-allotment
|
||
Option)
|
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% of total
|
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issued share
|
||
capital upon
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Listing
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(assuming the
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Over-allotment
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Option is
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exercised and
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new Shares are
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issued)
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Top 1 0 0.00% 0.00% 0.00% 0.00% 320,546,403 32.25% 32.06%
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Top 5 0 0.00% 0.00% 0.00% 0.00% 720,387,863 72.48% 72.05%
|
||
Top 10 0 0.00% 0.00% 0.00% 0.00% 897,580,529 90.30% 89.77%
|
||
Top 25 24,730,000 126.53% 97.33% 63.26% 55.01% 979,618,853 98.56% 97.98%
|
||
|
||
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, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
|
||
--- page 10 ---
|
||
Approximate
|
||
Pool A
|
||
p
|
||
ercentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of shares of valid shares applied
|
||
applied for applications Basis of allocation/ballot for
|
||
500 7,279 728 out of 7,279 applicants to receive 500 shares 10.00%
|
||
1,000 3,936 654 out of 3,936 applicants to receive 500 shares 8.31%
|
||
1,500 678 159 out of 678 applicants to receive 500 shares 7.82%
|
||
2,000 417 126 out of 417 applicants to receive 500 shares 7.55%
|
||
2,500 376 136 out of 376 applicants to receive 500 shares 7.23%
|
||
3,000 321 133 out of 321 applicants to receive 500 shares 6.91%
|
||
3,500 98 46 out of 98 applicants to receive 500 shares 6.71%
|
||
4,000 144 75 out of 144 applicants to receive 500 shares 6.51%
|
||
4,500 88 50 out of 88 applicants to receive 500 shares 6.31%
|
||
5,000 695 431 out of 695 applicants to receive 500 shares 6.20%
|
||
6,000 377 275 out of 377 applicants to receive 500 shares 6.08%
|
||
7,000 1,616 1,330 out of 1,616 applicants to receive 500 shares 5.88%
|
||
8,000 113 104 out of 113 applicants to receive 500 shares 5.75%
|
||
9,000 76 500 shares 5.56%
|
||
10,000 836 500 shares plus 34 out of 836 applicants to receive an additional 500 shares 5.20%
|
||
15,000 340 500 shares plus 175 out of 340 applicants to receive an additional 500 shares 5.05%
|
||
20,000 251 1,000 shares 5.00%
|
||
25,000 225 1,000 shares plus 57 out of 225 applicants to receive an additional 500 shares 4.51%
|
||
30,000 228 1,000 shares plus 137 out of 228 applicants to receive an additional 500 shares 4.33%
|
||
35,000 98 1,500 shares 4.29%
|
||
40,000 112 1,500 shares plus 32 out of 112 applicants to receive an additional 500 shares 4.11%
|
||
45,000 58 1,500 shares plus 38 out of 58 applicants to receive an additional 500 shares 4.06%
|
||
50,000 271 2,000 shares 4.00%
|
||
60,000 89 2,000 shares plus 52 out of 89 applicants to receive an additional 500 shares 3.82%
|
||
70,000 107 2,500 shares 3.57%
|
||
80,000 75 2,500 shares plus 49 out of 75 applicants to receive an additional 500 shares 3.53%
|
||
90,000 43 3,000 shares plus 14 out of 43 applicants to receive an additional 500 shares 3.51%
|
||
100,000 318 3,500 shares 3.50%
|
||
200,000 166 6,000 shares 3.00%
|
||
300,000 83 8,500 shares 2.83%
|
||
400,000 41 10,500 shares 2.63%
|
||
500,000 28 12,500 shares 2.50%
|
||
600,000 9 14,500 shares 2.42%
|
||
700,000 36 16,500 shares 2.36%
|
||
Total 19,628 Total number of Pool A successful applicants: 7,737
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of shares of valid shares applied
|
||
applied for applications Basis of allocation/ballot for
|
||
800,000 146 43,500 shares plus 27 out of 146 applicants to receive an additional 500 shares 5.45%
|
||
900,000 7 49,000 shares 5.44%
|
||
1,000,000 6 54,000 shares 5.40%
|
||
1,200,000 1 64,500 shares 5.38%
|
||
1,400,000 2 74,500 shares 5.32%
|
||
1,800,000 3 94,500 shares 5.25%
|
||
1,954,500 22 102,000 shares 5.22%
|
||
Total 187 Total number of Pool B successful applicants: 187
|
||
|
||
|
||
--- page 11 ---
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants . Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their 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.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Placing with a prior consent under paragraph 5(1) of the Placing Guidelines.
|
||
|
||
Golden Future LPF is a limited partnership fund registered in Hong Kong on November 10, 2023 under
|
||
the Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong) and is principally
|
||
engaged in equity investment.
|
||
|
||
CNI Global Assets Management Limited ("CNI AM"), being the sole investment manager and fund
|
||
administrator of Golden Future LPF is a member of the same group of companies as CNI Securities
|
||
Group Limited ("CNI Securities"), a distributor of the Global Offering, as CNI Securities is held as to
|
||
98.75% by Ms. BAO Quan and CNI AM is wholly owned by Ms. BAO Quan. CNI Securities is also the
|
||
sole general partner of Golden Future LPF. Therefore, the allocation of the relevant Offer Shares
|
||
technically constitutes an allocation to a connected client of a distributor.
|
||
|
||
MS GLOBAL INVESTMENT LPF (“MS Global”) is a limited partnership fund registered in Hong Kong
|
||
on December 16, 2021 under the Limited Partnership Fund Ordinance (Chapter 637 of the Laws of
|
||
Hong Kong) and principally engaged in equity investment.
|
||
|
||
The sole general partner of MS Global is Zentral Performance Ltd, which is wholly owned by Huang
|
||
Rui, an independent third party. The largest limited partner of MS Global, holding 50% interest in MS
|
||
Global, is Water Wealth Holdings Limited (“Water Wealth”), which is in turn held by Tan Kok Hui, an
|
||
independent third party, as to 52.5% and other three independent third parties together as to 47.5%,
|
||
respectively. None of the other three independent third parties’ equity interest in Water Wealth exceeds
|
||
30%. The second largest limited partner of MS Global is Zentral Performance Ltd, holding 47% interest
|
||
in MS Global. The other limited partners of MS Global, all being independent third parties, hold in
|
||
aggregate 3% interest in MS Global. Mouette Securities Company Limited (“Mouette Securities”), a
|
||
distributor of the Global Offering, is indirectly held by Huang Rui as to 30%. Therefore, MS Global is
|
||
controlled by a substantial shareholder of Mouette Securities and the allocation of the relevant Offer
|
||
Shares to MS Global technically constitutes an allocation to a connected client of a distributor.
|
||
|
||
Under the International Offering, Golden Future LPF has been placed with 6,600,000 Offer Shares at
|
||
the Offer Price, representing approximately 16.88% of the total number of Offer Shares initially
|
||
|
||
|
||
--- page 12 ---
|
||
available under the Global Offering (assuming the Over-Allotment Option is not exercised) and
|
||
approximately 0.66% of the total issued Shares of the Company upon completion of the Global Offering
|
||
(assuming the Over-Allotment Option is not exercised).
|
||
|
||
Under the International Offering, MS Global has been placed with 8,190,000 Offer Shares at the Offer
|
||
Price, representing approximately 20.95% of the total number of Offer Shares initially available under
|
||
the Global Offering (assuming the Over-Allotment Option is not exercised) and approximately 0.82% 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 Golden Future LPF and MS Global. The allocation of Offer Shares to
|
||
Golden Future LPF and MS Global is in compliance with all the conditions under the consent granted by
|
||
the Stock Exchange.
|
||
|
||
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 o ffer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933, as
|
||
amended (the “U.S. Securities Act”). The secu rities 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 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 20 June 2024 issued by Dida 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 Representatives (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 – 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 28 June 2024).
|
||
|
||
|
||
--- page 13 ---
|
||
3
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering, approximately 26.99% of the issued
|
||
share capital of the Company will be held in the public hands. Therefore, the number of Shares
|
||
in the public hands represents no less than 25% of the total issued share capital of the Company,
|
||
satisfying the minimum percentage requirement in compliance with Rule 8.08(1) of the Listing
|
||
Rules. The Directors also confirm that (i) no placee will, individually, be placed more than 10% of
|
||
the enlarged issued share capital of the Company immediately after the Global Offering; (ii) there
|
||
will not be any new substantial Shareholder immediately after the Global Offering; (iii) the three
|
||
largest public Shareholders do not hold more than 50% of the Shares held in the public hands at
|
||
the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv)
|
||
there will be at least 300 Shareholders at the time of the 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 Friday, June 28,
|
||
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 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 Friday, June 28, 2024 (Hong Kong time), it is expected
|
||
that dealings in our Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, June 28,
|
||
2024 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each, and the stock
|
||
code of the Shares will be 02559.
|
||
By order of the Board
|
||
Dida Inc.
|
||
SONG Zhongjie
|
||
Chairman of the Board, chief executive officer
|
||
and executive Director
|
||
Hong Kong, June 27, 2024
|
||
As at the date of this announcement, the Board comprises Mr. SONG Zhongjie, Mr. LI Jinlong,
|
||
Mr. ZHU Min, Mr. DUAN Jianbo and Mr. LI Yuejun as executive Directors, Mr. LI Bin as non-
|
||
executive Directors, and Mr. LI Feng, Mr. LI Jian and Ms. WU Wenjie as independent non-
|
||
executive Directors.
|