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.
746 lines
30 KiB
Plaintext
746 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 “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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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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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, and is not intended to, constitute or form a part of any offer or solicitation to purchase or
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subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not
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be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
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otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration
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requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no
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public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the
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United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of
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each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus
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dated September 9, 2025 (the “Prospectus ”) issued by 160 Health International Limited ( ੰ160ʮ̡ )
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(the “Company ”) for detailed information about the Global Offering described below before deciding whether or not
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to invest in the Shares thereby being offered. The Company has not been and will not be registered under the U.S.
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Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, Shenwan Hongyuan Securities (H.K.) Limited ( “SWHY Securities ”) as
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stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it) on behalf of the
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Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may make purchases, over-allocate or effect transactions in the market or otherwise take such stabilizing action(s) with
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a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its
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affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will
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be conducted at the absolute discretion of the Stabilizing Manager (or its affiliates or any person acting for it) and in
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what the Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any
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time and (c) is required to be brought to an end within 30 days after the last day for lodging applications under the
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Hong Kong Public Offering.
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Potential investors should note that no stabilizing action can be taken to support the price of the Shares for longer than
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the stabilization period, which will begin on the Listing Date and is expected to expire on Sunday, October 12, 2025,
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being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date,
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when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could
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fall.
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The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for,
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and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Overall Coordinators
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(for themselves and on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. on the
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Listing Date. Such grounds are set out in the section headed “Underwriting ” in the Prospectus. It is important that you
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refer to that section for further details.
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--- page 2 ---
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2
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160 Health International Limited
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ੰ 160ʮ̡
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 33,645,500 Shares
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Number of Hong Kong Offer Shares : 3,364,750 Shares
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Number of International Offer Shares : 30,280,750 Shares
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Final Offer Price : HK$11.89 per Share plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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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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Nominal value : US$0.000002 per Share
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Stock code : 2656
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Joint Sponsors
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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160 HEALTH INTERNATIONAL LIMITED
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ੰ 160 ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated September 9, 2025 (the “Prospectus ”) issued by
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160 Health International Limited ( ੰ160ʮ̡ ) (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded and should exercise extreme
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caution when dealing in the Shares.
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SUMMARY
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Company information
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Stock code 2656
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Stock short name 160 HEALTH
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Dealings commencement date September 17, 2025*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$11.89
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Offer Price Range N/A
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares 33,645,500
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Final Number of Offer Shares in Hong Kong Public Offering 3,364,750
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Final Number of offer shares in International Offering
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(subject to the Over-allotment Option)
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30,280,750
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Number of issued shares upon Listing 336,452,810
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Over-allocation
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No. of Offer Shares over-allocated –
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Note: There has been no over-allocation of Offer Shares in the placing. Therefore, the Over-allotment Option will
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not be exercised and will lapse upon Listing.
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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$400 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (83.9) million
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Net proceeds HK$316.1 million
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Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” in the Prospectus. During
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the Track Record Period, the listing expenses of RMB39.0 million have been charged to the consolidated
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statements of profit or loss and other comprehensive income of the Company.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 69,550
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No. of successful applications 8,847
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Subscription level 751.77 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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3,364,750
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No. of Offer Shares reallocated from the International Offering
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(claw-back)
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N/A
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Final no. of Offer Shares under the Hong Kong Public
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Offering
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3,364,750
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering
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10.00%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can
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refer to https://www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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https://www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 128
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Subscription Level 1.92 times
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No. of Offer Shares initially available under the International
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Offering
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30,280,750
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Final no. of Offer Shares under the International Offering 30,280,750
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% of Offer Shares under the International Offering to the
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Global Offering
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates; and (ii) none of the placees and the public who have purchased
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the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
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chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
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name or otherwise held by him/her/it.
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The placees in the International Offering included the following:
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Allotee with Consent Obtained
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Investor
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No. of
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Offer Shares
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allocated
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% of Offer
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Shares (1)
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% of total
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issued share
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capital after
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the Global
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Offering Relationship
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Allotee with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) and
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Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected client (2)
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Shenwan Hongyuan Singapore Private Limited
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( “SWHY SG ”) 200,000 0.59% 0.06% Connected client
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Notes:
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(1) Without taking into account of any Shares which may be issued pursuant to the Pre-IPO Share Option Scheme.
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(2) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to a connected client, see “Others/Additional Information ” in
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this announcement.
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--- page 6 ---
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6
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Shares
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held in the Company
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subject to lock-up
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undertakings
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upon Listing
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% of shareholding in the
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Company subject to lock-up
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undertakings upon Listing (1)
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Last day subject to
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the lock-up undertakings
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Luo Holdings Limited (2) 102,912,905 30.59% March 16, 2026 (First
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Six-Month Period) (3)
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September 16, 2026 (Second
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Six-Month Period) (4)
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Subtotal 102,912,905 30.59%
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Notes:
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(1) Assuming no Shares are issued under the Pre-IPO Share Option Scheme.
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(2) Upon Listing (assuming no Shares are issued under the Pre-IPO Share Option Scheme), Mr. Luo Ningzheng, through his wholly-owned companies (LNZ
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Management Limited and Luo Holdings Limited) and the Voting Deed (as defined in the “Definition ” section of the Prospectus), will be able to control
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an aggregate of approximately 34.08% of the issued share capital of the Company. Therefore, Mr. Luo together with LNZ Management Limited and Luo
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Holdings Limited will be considered as the Company ’s Controlling Shareholders for the purpose of the Listing Rules.
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(3) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules and the Hong Kong Underwriting Agreement,
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the required lock-up for the First Six-Month Period ends on March 16, 2025. The Controlling Shareholder may dispose of or transfer Shares after the
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indicated date subject to that the Controlling Shareholder will not cease to be a Controlling Shareholder.
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(4) In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules and the Hong Kong Underwriting Agreement,
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the required lock-up for the Second Six-Month Period ends on September 16, 2026. The Controlling Shareholders will cease to be prohibited from disposing
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of or transferring Shares after the indicated date.
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--- page 7 ---
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7
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Pre-IPO Investors (as defined in the section headed “History, Reorganization, and Corporate
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Structure ” in the Prospectus)
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Name
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Number of shares
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held in the Company
|
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subject to lock-up
|
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undertakings
|
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upon Listing
|
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% of shareholding in the
|
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Company subject to lock-up
|
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undertakings upon Listing (1)
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Last day subject to
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the lock-up undertakings (2)
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QF CY 160 Limited 17,899,010 5.32% September 16, 2026
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QF CX 160 Limited 13,453,670 4.00% September 16, 2026
|
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QF ZSCY 160 Limited 13,453,670 4.00% September 16, 2026
|
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Wuhu Linghang Cornerstone
|
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Entrepreneurship Investment
|
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Partnership (Limited Partnership)
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(ጾಳჯঘਿͩ௴ุҳ༟ΥྫΆุ
|
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(Υྫ ))
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13,048,875 3.88% September 16, 2026
|
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Guangzhou Lingkang Investment
|
||
Partnership (Limited Partnership)
|
||
(ᄿψჯੰҳ༟ΥྫΆุ (Υ
|
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ྫ))
|
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6,612,765 1.97% September 16, 2026
|
||
Shenzhen Fenxiang Zeshan
|
||
Precision Medical Entrepreneurship
|
||
Investment Partnership (Limited
|
||
Partnership) ( ଉέ̹ʱԮഛၚ
|
||
ᔼᐕ௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
6,381,070 1.90% September 16, 2026
|
||
Shenzhen Fenxiang Yidao Private
|
||
Equity Entrepreneurship Investment
|
||
Fund Partnership (Limited
|
||
Partnership) ( ଉέ̹ʱԮ˸༸ӷ
|
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ΥྫΆุ (Υྫ ))
|
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6,381,070 1.90% September 16, 2026
|
||
Ineffable Dream Limited 6,280,235 1.87% September 16, 2026
|
||
Shenzhen Toposcend Zhongxiaowei
|
||
Entrepreneurship Investment
|
||
Corporation (Limited Partnership)
|
||
(ऎʕʃฆ௴ุҳ༟
|
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Άุ(Υྫ ))
|
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5,742,965 1.71% September 16, 2026
|
||
|
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|
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--- page 8 ---
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8
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Name
|
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Number of shares
|
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held in the Company
|
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subject to lock-up
|
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undertakings
|
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upon Listing
|
||
% of shareholding in the
|
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Company subject to lock-up
|
||
undertakings upon Listing (1)
|
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Last day subject to
|
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the lock-up undertakings (2)
|
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Shenzhen Chengyu Corporate
|
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Management Consultancy
|
||
Partnership (Limited Partnership)
|
||
(༃Άุ၍ଣፔ༔ΥྫΆ
|
||
ุ(Υྫ ))
|
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5,195,345 1.54% September 16, 2026
|
||
LSJC Holdings Limited 5,195,345 1.54% September 16, 2026
|
||
Gorgeous Ocean Holding Limited 5,114,075 1.52% September 16, 2026
|
||
QF JR 160 Limited 4,127,965 1.23% September 16, 2026
|
||
YINKANG Limited 3,828,640 1.14% September 16, 2026
|
||
Chongqing Southern Private Equity
|
||
Investment Fund Partnership
|
||
(Limited Partnership) (ӷ
|
||
ΥྫΆุ (Υ
|
||
ྫ))
|
||
3,790,315 1.13% September 16, 2026
|
||
Jiangsu Jiequan Lingang Industry
|
||
Development M&A Investment
|
||
Fund (Limited Partnership) ( Ϫᘽᨒ
|
||
ږ( Ϟ
|
||
Υྫ))
|
||
3,702,790 1.10% September 16, 2026
|
||
Huzhou Yashang Investment
|
||
Partnership (Limited Partnership)
|
||
(ಳψԭਠҳ༟ΥྫΆุ (Υ
|
||
ྫ))
|
||
3,440,000 1.02% September 16, 2026
|
||
|
||
|
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--- page 9 ---
|
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9
|
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Name
|
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Number of shares
|
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held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding in the
|
||
Company subject to lock-up
|
||
undertakings upon Listing (1)
|
||
Last day subject to
|
||
the lock-up undertakings (2)
|
||
Qingdao Litan Haipeng Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
3,406,410 1.01% September 16, 2026
|
||
QF Morris Limited 3,139,490 0.93% September 16, 2026
|
||
Qingdao Litan Equity Investment
|
||
Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
2,962,160 0.88% September 16, 2026
|
||
QF FZK Limited 2,907,400 0.86% September 16, 2026
|
||
WL Management Limited 2,841,095 0.84% September 16, 2026
|
||
Nanjing Furui Caizhi Fund
|
||
Management Centre (Limited
|
||
Partnership) (၍
|
||
ଣʕː(Υྫ ))
|
||
2,776,955 0.83% September 16, 2026
|
||
Zhuhai Xuhua Corporate
|
||
Management Partnership (Limited
|
||
Partnership) ( मऎϛശΆุ၍ଣΥ
|
||
ྫΆุ(Υྫ ))
|
||
2,665,945 0.79% September 16, 2026
|
||
QF HL 160 Limited 2,552,430 0.76% September 16, 2026
|
||
JYQ Holding Limited 2,552,430 0.76% September 16, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
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 (1)
|
||
Last day subject to
|
||
the lock-up undertakings (2)
|
||
Shenzhen Yuanzhi Entrepreneurship
|
||
Investment Co., Ltd. (ߧ
|
||
ʮ̡ )
|
||
2,063,980 0.61% September 16, 2026
|
||
Shenzhen Yingxin Guofu Industrial
|
||
Co., Ltd. (బྼุϞ
|
||
ʮ̡)
|
||
1,719,985 0.51% September 16, 2026
|
||
YYN Holdings Limited 1,276,215 0.38% September 16, 2026
|
||
HQYZ Limited 1,276,215 0.38% September 16, 2026
|
||
Hangzhou Zero2IPO Jiaqi
|
||
Entrepreneurship Investment
|
||
Partnership (Limited Partnership)
|
||
(ྗ઼௴ุҳ༟ΥྫΆุ
|
||
(Υྫ ))
|
||
1,276,215 0.38% September 16, 2026
|
||
Hangzhou Zero2IPO Yiju
|
||
Investment Management Partnership
|
||
(Limited Partnership) (߅
|
||
ၳҳ༟၍ଣΥྫΆุ (Υྫ ))
|
||
1,276,215 0.38% September 16, 2026
|
||
Hunan Zero2IPO Xiaochi Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
1,276,215 0.38% September 16, 2026
|
||
LFL Limited 1,276,215 0.38% September 16, 2026
|
||
Zhonghui Management Limited 1,039,070 0.31% September 16, 2026
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
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 (1)
|
||
Last day subject to
|
||
the lock-up undertakings (2)
|
||
Lezhi (Xiamen) Investment
|
||
Partnership (Limited Partnership)
|
||
(ߧ(ژ)ҳ༟ΥྫΆุ (Υ
|
||
ྫ))
|
||
1,020,970 0.30% September 16, 2026
|
||
HXY Limited 500,000 0.15% September 16, 2026
|
||
HFZ HOLDING LIMITED 255,245 0.08% September 16, 2026
|
||
GC Management Limited 255,245 0.08% September 16, 2026
|
||
LNL Limited 167,900 0.05% September 16, 2026
|
||
CSH Management Limited 125,000 0.04% September 16, 2026
|
||
Subtotal 150,803,135 44.82%
|
||
Notes:
|
||
(1) Assuming no Shares are issued under the Pre-IPO Share Option Scheme.
|
||
(2) The expiry date of the lock-up period shown in the table above is pursuant to the voluntary lock-up
|
||
undertakings given by each of the Pre-IPO Investors. For further details, see “History, Reorganization and
|
||
Corporate Structure – Pre-IPO Investments ” in the Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
Shares are
|
||
issued under the
|
||
Pre-IPO Share
|
||
Option Scheme)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming no
|
||
Shares are
|
||
issued under the
|
||
Pre-IPO Share
|
||
Option Scheme)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
Shares are
|
||
issued under the
|
||
Pre-IPO Share
|
||
Option Scheme)
|
||
Top 1 7,000,000 23.12% 20.81% 7,000,000 2.08%
|
||
Top 5 25,400,000 83.88% 75.49% 25,400,000 7.55%
|
||
Top 10 28,965,000 95.65% 86.09% 28,965,000 8.61%
|
||
Top 25 30,244,500 99.88% 89.89% 30,244,500 8.99%
|
||
Notes
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
Shares are
|
||
issued under
|
||
the Pre-IPO
|
||
Share Option
|
||
Scheme)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming no
|
||
Shares are
|
||
issued under
|
||
the Pre-IPO
|
||
Share Option
|
||
Scheme)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
Shares are
|
||
issued under
|
||
the Pre-IPO
|
||
Share Option
|
||
Scheme)
|
||
Top 1 0 0.00% 0.00% 114,639,570 34.07%
|
||
Top 5 0 0.00% 0.00% 213,282,470 63.39%
|
||
Top 10 14,000,000 46.23% 41.61% 258,121,615 76.72%
|
||
Top 25 25,400,000 83.88% 75.49% 319,012,860 94.82%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 69,550 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below
|
||
Pool A
|
||
Number of
|
||
Shares
|
||
Applied For
|
||
Number
|
||
of Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
shares
|
||
applied for
|
||
250 18,352 1,468 out of 18,352 to receive 250 Shares 8.00%
|
||
500 11,615 931 out of 11,615 to receive 250 Shares 4.01%
|
||
750 3,509 283 out of 3,509 to receive 250 Shares 2.69%
|
||
1,000 2,987 242 out of 2,987 to receive 250 Shares 2.03%
|
||
1,250 1,899 154 out of 1,899 to receive 250 Shares 1.62%
|
||
1,500 1,655 135 out of 1,655 to receive 250 Shares 1.36%
|
||
1,750 600 49 out of 600 to receive 250 Shares 1.17%
|
||
2,000 1,142 95 out of 1,142 to receive 250 Shares 1.04%
|
||
2,250 369 31 out of 369 to receive 250 Shares 0.93%
|
||
2,500 6,546 550 out of 6,546 to receive 250 Shares 0.84%
|
||
5,000 3,435 289 out of 3,435 to receive 250 Shares 0.42%
|
||
7,500 1,951 165 out of 1,951 to receive 250 Shares 0.28%
|
||
10,000 1,515 131 out of 1,515 to receive 250 Shares 0.22%
|
||
12,500 1,077 108 out of 1,077 to receive 250 Shares 0.20%
|
||
15,000 781 87 out of 781 to receive 250 Shares 0.19%
|
||
17,500 565 70 out of 565 to receive 250 Shares 0.18%
|
||
20,000 694 92 out of 694 to receive 250 Shares 0.17%
|
||
22,500 435 61 out of 435 to receive 250 Shares 0.16%
|
||
25,000 975 143 out of 975 to receive 250 Shares 0.15%
|
||
30,000 842 138 out of 842 to receive 250 Shares 0.14%
|
||
35,000 595 105 out of 595 to receive 250 Shares 0.13%
|
||
40,000 477 89 out of 477 to receive 250 Shares 0.12%
|
||
45,000 332 63 out of 332 to receive 250 Shares 0.11%
|
||
50,000 719 138 out of 719 to receive 250 Shares 0.10%
|
||
60,000 617 128 out of 617 to receive 250 Shares 0.09%
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Pool A
|
||
Number of
|
||
Shares
|
||
Applied For
|
||
Number
|
||
of Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
shares
|
||
applied for
|
||
70,000 416 89 out of 416 to receive 250 Shares 0.08%
|
||
80,000 247 60 out of 247 to receive 250 Shares 0.08%
|
||
90,000 195 48 out of 195 to receive 250 Shares 0.07%
|
||
100,000 793 196 out of 793 to receive 250 Shares 0.06%
|
||
150,000 500 135 out of 500 to receive 250 Shares 0.05%
|
||
200,000 357 100 out of 357 to receive 250 Shares 0.04%
|
||
250,000 289 82 out of 289 to receive 250 Shares 0.03%
|
||
300,000 952 275 out of 952 to receive 250 Shares 0.02%
|
||
Total 67,433 Total number of Pool A successful applicants: 6,730
|
||
Pool B
|
||
Number of
|
||
Shares
|
||
Applied For
|
||
Number
|
||
of Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
shares
|
||
applied for
|
||
400,000 803 500 Shares 0.13%
|
||
500,000 289 500 Shares plus 201 out of 289 to receive additional 250 Shares 0.13%
|
||
600,000 317 750 Shares 0.13%
|
||
800,000 164 750 Shares plus 36 out of 164 to receive additional 250 Shares 0.10%
|
||
1,000,000 160 1,000 Shares 0.10%
|
||
1,200,000 79 1,250 Shares 0.10%
|
||
1,682,250 305 1,500 Shares 0.09%
|
||
Total 2,117 Total number of Pool B successful applicants: 2,117
|
||
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.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to connected client with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 1C(1) of the Placing Guidelines to permit certain Offer Shares to be placed to a
|
||
connected client of its connected distributor under the International Offering. The allocation of
|
||
Offer Shares to such connected client is in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Details of the placement to the connected client are set out below.
|
||
No. Connected distributor Connected client Relationship
|
||
Whether the connected
|
||
client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis or
|
||
discretionary basis for
|
||
independent third
|
||
party
|
||
Number of
|
||
Offer Shares
|
||
to be allocated
|
||
to the connected client
|
||
Approximate
|
||
% of Offer
|
||
Shares allocated to
|
||
the connected client
|
||
(assuming no Shares
|
||
are issued under the
|
||
Pre-IPO Share
|
||
Option Scheme)
|
||
Approximate
|
||
% of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
Shares are issued
|
||
under the Pre-IPO
|
||
Share Option Scheme)
|
||
1. SWHY Securities SWHY SG SWHY SG is a member of the same
|
||
group of SWHY Securities.
|
||
Non-discretionary basis 200,000 0.59% 0.06%
|
||
Note:
|
||
SWHY SG, a company established under the law of Singapore, will hold the Offer Shares on a non-discretionary basis on behalf of its investor client, an Independent
|
||
Third Party. To the best knowledge of SWHY SG and SWHY Securities after having made reasonable enquiries, the investor client is independent from the Company,
|
||
its subsidiaries, its substantial Shareholders, SWHY SG and SWHY Securities and the companies which are members of the same group as the aforesaid.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
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 mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold 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 September 9, 2025 issued by 160 Health International
|
||
Limited ੰ160 國際ʮ̡ for detailed information about the Global Offering described
|
||
below before deciding whether or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the 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 September 17, 2025).
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering (assuming no Shares are issued under
|
||
the Pre-IPO Share Option Scheme), 166,972,685 Shares, representing approximately 49.63% of
|
||
the issued share capital of our 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 prescribed by Rule 8.08(1) of the Listing Rules.
|
||
Based on the final Offer Price of HK$11.89 per Share, the Company satisfies the free float
|
||
requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (before
|
||
any exercise of the Over-allotment Option), (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
|
||
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Wednesday, September 17, 2025, provided that (i) the Global Offering has become unconditional
|
||
in all respects, and (ii) the right of termination described in the section headed “Underwriting –
|
||
Underwriting Arrangements and Expenses – Hong Kong Underwriting Agreement – Grounds for
|
||
termination ” in the Prospectus has not been exercised. Investors who trade Shares prior to the
|
||
receipt of Share certificates or the Share certificates becoming valid evidence of title do so entirely
|
||
at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Wednesday, September 17, 2025, it is expected that dealings in the Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Wednesday, September 17, 2025. The Shares will be
|
||
traded in board lots of 250 Shares each and the stock code of the Shares will be 2656.
|
||
By order of the Board
|
||
160 Health International Limited
|
||
Mr. LUO Ningzheng
|
||
Chairman of the Board, Executive Director
|
||
and Chief Executive Officer
|
||
Hong Kong, September 16, 2025
|
||
As of the date of this announcement, the Directors and proposed directors of the Company are:
|
||
(i) Mr. LUO Ningzheng, Mr. JI Cuilin, Mr. HUANG Lang and Mr. WANG Lifa as executive
|
||
directors; (ii) Mr. ZHANG Ruxie and Ms. SUN Meng as non-executive Directors; and (iii) Mr.
|
||
ZOU Jun, Dr. XU Weiguo and Dr. FAN Ming as proposed independent non-executive directors.
|