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.
793 lines
31 KiB
Plaintext
793 lines
31 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 ”) and Hong
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Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined
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in the prospectus dated December 15, 2025 (the “ Prospectus”) issued by QingSong Health Corporation ( 輕松健康集團 ) (the
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“Company”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any
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person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a prospectus. Potential
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investors should read the Prospectus for detailed information about the Company and the Global Offering described below before
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deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its
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territories and possessions, any state of the United States and the District of Columbia). This announcement does not, and is not
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intended to, constitute or form a part of any offer to sell or solicitation to purchase or subscribe for any securities in the United
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States or in any other jurisdiction. The Offer Shares have not been, and will not be, registered under the United States Securities
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Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of
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the United States and may not be offered, sold, pledged or otherwise transferred within the United States, except pursuant to
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an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in
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compliance with any applicable state securities laws. The Offer Shares are being offered and sold solely outside the United States
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in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of each jurisdiction where
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those offers and sales occur. There will be no public offer of the Offer Shares in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as stabilizing
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manager (the “ Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the
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extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts and in such
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manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than that which
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might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager
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(or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be
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conducted at the absolute discretion of the Stabilizing Manager (or its affiliates or any person acting for it) and in what the
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Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is
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required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering
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(which is Saturday, January 17, 2026). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible
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to do so, 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 and Futures
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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 than the
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stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last day for lodging
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applications under the Hong Kong Public Offering (which is Saturday, January 17, 2026). After this date, when no further
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stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited and China
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Merchants Securities (HK) Co., Limited act as the Joint Sponsors and Overall Coordinators.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the Hong Kong
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Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
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of any of the events set out in the section headed “Underwriting — Hong Kong Underwriting Arrangements — Hong Kong Public
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Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date
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(which is currently expected to be on Tuesday, December 23, 2025).
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The Overall Coordinators confirm that there has been no over-allocation of the Shares under the International Offering.
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Therefore, the Stock Borrowing Agreement will not be entered into and the Over-allotment Option will not be exercised. In view
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of the fact that there has been no over-allocation of the Shares under the International Placing, no stabilising action as described
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in the Prospectus will be taken during the stabilisation period.
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--- page 2 ---
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2
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QingSong Health Corporation
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輕松健康集團
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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
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the Global Offering
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: 26,540,000 Shares
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Number of Hong Kong Offer Shares : 2,654,000 Shares
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Number of International Offer Shares : 23,886,000 Shares
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Offer Price : HK$22.68 per Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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the 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$0.0001 per Share
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Stock code : 2661
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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3
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QINGSONG HEALTH CORPORATION 輕松健康集團
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated December 15, 2025 (the “ Prospectus”) issued by
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QingSong Health Corporation ( 輕松健康集團 ) (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 2661
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Stock short name QINGSONG HEALTH
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Dealings commencement date December 23, 2025*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$22.68
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Offer Shares and Share Capital
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Total number of Offer Shares 26,540,000 Shares
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Number of Offer Shares in Hong Kong Public Offering 2,654,000 Shares
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Number of Offer Shares in International Offering 23,886,000 Shares
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Number of issued Shares upon Listing 206,374,209 Shares
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Over-allocation
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No. of Offer Shares over-allocated 0
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Note: There has been no over-allocation of Offer Shares in the International Placing. Therefore, the Over-allotment Option
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will not be exercised.
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Proceeds
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Gross proceeds (Note) HK$601.93 million
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Less: Estimated listing expenses payable based on Offer Price HK$88.50 million
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Net proceeds HK$513.42 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 proceeds, please
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refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 111,894
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No. of successful applications 12,338
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Subscription level 1,421.47 times
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Reallocation 0
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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2,654,000
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 2,654,000
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% of final no. of Offer Shares under the Hong Kong Public Offering
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to the Global Offering
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10%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the
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full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 113
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Subscription Level 2.9 times
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No. of Offer Shares initially available under the International
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Offering
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23,886,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering 0
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Final no. of Offer Shares under the International Offering 23,886,000
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% of final no. of Offer Shares under the International Offering to
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the Global Offering
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to,
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among other things, allocate further Shares in the International Offering to certain Cornerstone
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investor and/or their respective close associates, (i) none of the Offer Shares subscribed by the
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placees and the public have been financed directly or indirectly by the Company, any of the
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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;
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(ii) no rebate has been, directly or indirectly, provided by the Company, the Directors, chief
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executive of the Company, Controlling Shareholders, substantial Shareholders of the Company,
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existing Shareholders of the Company or any of their subsidiaries or their respective close
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associates or syndicate members to any public Shareholders in the Hong Kong Public Offering or
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placees in the International Offering; (iii) the consideration payable by the public Shareholders
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--- page 5 ---
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5
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in the Hong Kong Public Offering and placees in the International Offering for each Share
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subscribed for or purchased by them is the same as the Offer Price as determined by the Company,
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in additional to brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy
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of 0.00015% and Stock Exchange trading fee of 0.00565%; (iv) there is no side agreement
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or arrangement between the Company, any of the Directors, chief executive of the Company,
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Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders of
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the Company or any of their subsidiaries or their respective close associates, on one hand, and
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the public subscribers or the placee who has subscribed for the Offer Shares, on the other hand;
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and (v) none of the placees and the public who have purchased the Offer Shares are accustomed
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to taking instructions from the Company, any of the Directors, chief executive of the Company,
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Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any
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of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
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or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Allottee with Consent Obtained
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Investor
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No. of
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Offer
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Shares
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allocated
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% of
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Offer Shares
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% of
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total issued
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Shares after
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the Global
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Offering
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% of
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total issued
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Shares after
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the Global
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Offering
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Note 1
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Relationship
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
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Guide for New Listing Applicants in relation to allocations to connected clients
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Note 2
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Guangdong-Macao In-Depth
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Cooperation Zone In Hengqin
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Aoqin Heming Investment
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Partnership (Limited Partnership)
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(“Aoqin Heming ”)
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4,801,800 18.09% 2.33% Connected
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client
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Bosera Asset Management
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(International) Co., Limited
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(“Bosera AM ”)
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8,400 0.03% 0.004% Connected
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client
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Notes:
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1. The Over-allotment Option is not exercised.
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2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15
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of the Guide for New Listing Applicants in relation to allocations to connected clients, please
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refer to the section headed “Others/Additional Information – Placing to connected clients with
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prior consents under paragraph 1C(1) of the Placing Guidelines” in this announcement.
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--- page 6 ---
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6
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Cornerstone Investor
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Investor
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Note 1
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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% of
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total issued
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Shares after
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the Global
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Offering
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Existing
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shareholders
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or their close
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associates
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Aoqin Heming 4,801,800 18.09% 2.33% No
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Note:
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1. For further details of the Cornerstone Investor, please refer to the section headed
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“Cornerstone Investor” in the Prospectus.
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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 held
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in the Company subject
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to lock-up undertakings
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upon 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
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Last day subject to the
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lock-up undertakings
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Ms. Yang
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Note 1
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74,322,116 36.01% June 23, 2026
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Note 2
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(First
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Six-Month Period)
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December 23, 2026
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Note 3
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(Second Six-Month
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Period)
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Clematis Holding
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Limited
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Note 1
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43,038,800 20.85% June 23, 2026
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Note 2
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(First
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Six-Month Period)
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December 23, 2026
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Note 3
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(Second Six-Month
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Period)
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Vlove Holdings
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Limited
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Note 1
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43,038,800 20.85% June 23, 2026
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Note 2
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(First
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Six-Month Period)
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December 23, 2026
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Note 3
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(Second Six-Month
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Period)
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QingSongChou
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Holdings
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Corporation
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Note 1
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43,038,800 20.85% June 23, 2026
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Note 2
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(First
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Six-Month Period)
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December 23, 2026
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Note 3
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(Second Six-Month
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Period)
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--- page 7 ---
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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 undertakings
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upon 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
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Last day subject to the
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lock-up undertakings
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QSC ESO
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Limited
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Note 1
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43,038,800 20.85% June 23, 2026
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Note 2
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(First
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Six-Month Period)
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December 23, 2026
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Note 3
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(Second Six-Month
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Period)
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Total 74,322,116 36.01%
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Notes:
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1. As of the latest Practicable Date, QingSongChou Holdings Corporation is a holding company
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owned as to 1% by Clematis Holding Limited, which is wholly-owned by Ms. Yang, and 99%
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by Vlove Holdings Limited, a nominee company wholly-controlled by Ms. Yang through her
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family trust, Vlove Holdings Trust. QSC ESO Limited is a holding company controlled by
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Ms. Yang as to 100% through certain voting proxy arrangement between Ms. Yang and the
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shareholders of QSC ESO Limited.
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2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the
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date that is six months after the Listing Date (the “First Six-Month Period”) ends on June 23,
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2026. A Controlling Shareholder may dispose of or transfer Shares after the indicated date
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provided that such Controlling Shareholder will not cease to be a Controlling Shareholder.
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3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the
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period of six months commencing on the date on which the First Six-Month Period expires (the
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“Second Six-Month Period”) ends on December 23, 2026.
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Existing Shareholders (Including the Pre-IPO Investors as defined in the “History and Corporate
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Structure” section of the Prospectus but excluding the Controlling Shareholders)
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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 undertakings
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upon 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
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Last day subject to the
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lock-up undertakings
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WIND
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ENTERPRISE
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LIMITED
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9,117,190 4.42% June 30, 2026
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Note 1
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Universal Light
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Limited
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6,862,366 3.33% June 30, 2026
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Note 1
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Grand Path
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Ventures Limited
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13,427,042 6.51% June 30, 2026
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Note 1
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IDG China Media
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Fund II L.P.
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23,176,100 11.23% June 30, 2026
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Note 1
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--- page 8 ---
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8
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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 undertakings
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upon 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
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Last day subject to the
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lock-up undertakings
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IDG China
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Capital Fund III
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L.P.
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8,017,106 3.88% June 30, 2026
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Note 1
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IDG China
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Capital III
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Investors L.P.
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710,421 0.34% June 30, 2026
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Note 1
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Sunshine Life
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Insurance
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Corporation
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Limited
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18,995,124 9.20% June 30, 2026
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Note 1
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DT Global
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Consumer
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Investment
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Company Limited
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15,408,850 7.47% June 30, 2026
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Note 1
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TDH Venture
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Capital
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Investment
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Limited
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12,778,782 6.19% June 30, 2026
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Note 1
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Genesis Premium
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Holdings Limited
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9,497,562 4.60% June 30, 2026
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Note 1
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Under Light
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Holding Limited
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9,117,190 4.42% June 30, 2026
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Note 1
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CE FINTECH
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I LIMITED
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PARTNERSHIP
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2,825,543 1.37% June 30, 2026
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Note 1
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Chinese Rose
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Investment
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Limited
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1,636,410 0.79% June 30, 2026
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Note 1
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Ricedonate
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Network
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Technology
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Limited
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916,233 0.44% June 30, 2026
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Note 1
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Total 132,485,919 64.19%
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Note:
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1. The expiry date of the lock-up period shown in the table above is pursuant to voluntary
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undertaking.
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--- page 9 ---
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9
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Cornerstone Investor
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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 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
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Last day subject to the
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lock-up undertakings
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Aoqin Heming 4,801,800 2.33% June 30, 2026
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Note 1
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Total 4,801,800 2.33%
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Note:
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1. The expiry date of the lock-up period shown in the table above is pursuant to voluntary
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undertaking.
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PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
upon Listing
|
||
Top 1 4,801,800 20.10% 18.09% 4,801,800 2.33%
|
||
Top 5 9,379,200 39.27% 35.34% 9,379,200 4.54%
|
||
Top 10 13,788,200 57.73% 51.95% 13,788,200 6.68%
|
||
Top 25 22,512,400 94.25% 84.82% 22,512,400 10.91%
|
||
Note
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
upon Listing
|
||
Top 1 0 0% 0% 47,348,290
|
||
#
|
||
22.94%
|
||
Top 5 0 0% 0% 127,082,933 61.58%
|
||
Top 10 0 0% 0% 174,456,023 84.53%
|
||
Top 25 15,551,800 65.11% 58.60% 195,386,009 94.68%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the
|
||
Shareholder upon Listing.
|
||
# The Shares herein representing the interest in the controlled corporation held by Ms. Yang Yin,
|
||
namely QingSongChou Holdings Corporation and QSC ESO Limited.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 111,894 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
200 34,540 2,072 out of 34,540 to receive 200 Shares 6.00%
|
||
400 17,846 1,086 out of 17,846 to receive 200 Shares 3.04%
|
||
600 3,549 216 out of 3,549 to receive 200 Shares 2.03%
|
||
800 2,591 158 out of 2,591 to receive 200 Shares 1.52%
|
||
1,000 2,740 168 out of 2,740 to receive 200 Shares 1.23%
|
||
1,200 1,396 86 out of 1,396 to receive 200 Shares 1.03%
|
||
1,400 836 52 out of 836 to receive 200 Shares 0.89%
|
||
1,600 794 50 out of 794 to receive 200 Shares 0.79%
|
||
1,800 776 49 out of 776 to receive 200 Shares 0.70%
|
||
2,000 9,968 630 out of 9,968 to receive 200 Shares 0.63%
|
||
3,000 1,864 118 out of 1,864 to receive 200 Shares 0.42%
|
||
4,000 2,265 145 out of 2,265 to receive 200 Shares 0.32%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
5,000 1,647 106 out of 1,647 to receive 200 Shares 0.26%
|
||
6,000 1,418 92 out of 1,418 to receive 200 Shares 0.22%
|
||
7,000 1,040 68 out of 1,040 to receive 200 Shares 0.19%
|
||
8,000 1,112 73 out of 1,112 to receive 200 Shares 0.16%
|
||
9,000 949 63 out of 949 to receive 200 Shares 0.15%
|
||
10,000 5,330 355 out of 5,330 to receive 200 Shares 0.13%
|
||
20,000 3,161 211 out of 3,161 to receive 200 Shares 0.07%
|
||
30,000 1,703 114 out of 1,703 to receive 200 Shares 0.04%
|
||
40,000 1,649 111 out of 1,649 to receive 200 Shares 0.03%
|
||
50,000 3,825 258 out of 3,825 to receive 200 Shares 0.03%
|
||
100,000 2,346 159 out of 2,346 to receive 200 Shares 0.01%
|
||
150,000 1,333 91 out of 1,333 to receive 200 Shares 0.01%
|
||
200,000 1,513 104 out of 1,513 to receive 200 Shares 0.01%
|
||
|
||
106,191 Total number of Pool A successful applicants: 6,635
|
||
|
||
POOL B
|
||
250,000 2,587 200 Shares plus 404 out of 2,587 to receive additional
|
||
200 Shares
|
||
0.09%
|
||
300,000 908 200 Shares plus 142 out of 908 to receive additional
|
||
200 Shares
|
||
0.08%
|
||
350,000 358 200 Shares plus 56 out of 358 to receive additional
|
||
200 Shares
|
||
0.07%
|
||
400,000 326 200 Shares plus 51 out of 326 to receive additional
|
||
200 Shares
|
||
0.06%
|
||
450,000 197 200 Shares plus 31 out of 197 to receive additional
|
||
200 Shares
|
||
0.05%
|
||
500,000 158 200 Shares plus 25 out of 158 to receive additional
|
||
200 Shares
|
||
0.05%
|
||
550,000 86 200 Shares plus 14 out of 86 to receive additional
|
||
200 Shares
|
||
0.04%
|
||
600,000 171 200 Shares plus 29 out of 171 to receive additional
|
||
200 Shares
|
||
0.04%
|
||
700,000 111 200 Shares plus 19 out of 111 to receive additional
|
||
200 Shares
|
||
0.03%
|
||
800,000 120 200 Shares plus 21 out of 120 to receive additional
|
||
200 Shares
|
||
0.03%
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
900,000 50 200 Shares plus 9 out of 50 to receive additional
|
||
200 Shares
|
||
0.03%
|
||
1,000,000 71 200 Shares plus 13 out of 71 to receive additional
|
||
200 Shares
|
||
0.02%
|
||
1,100,000 37 200 Shares plus 7 out of 37 to receive additional
|
||
200 Shares
|
||
0.02%
|
||
1,200,000 69 200 Shares plus 14 out of 69 to receive additional
|
||
200 Shares
|
||
0.02%
|
||
1,327,000 454 200 Shares plus 97 out of 454 to receive additional
|
||
200 Shares
|
||
0.02%
|
||
|
||
5,703 Total number of Pool B successful applicants: 5,703
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to connected clients with prior consents under paragraph 1C(1) of the Placing
|
||
Guidelines for Equity Securities pursuant to Appendix F1 of the Listing Rules
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, consents
|
||
under paragraph 1C(1) of the Placing Guidelines to permit allocation to connected clients pursuant
|
||
to the Placing Guidelines. The allocation of Offer Shares to such connected clients is in compliance
|
||
with all the conditions under the consents granted by the Stock Exchange. Details of the placement
|
||
to connected clients (including the cornerstone tranche and placing tranche) are set out below.
|
||
Connected Distributor Placee 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 parties
|
||
Number of Offer Shares
|
||
to be allocated to the
|
||
connected client
|
||
Approximate percentage
|
||
of Offer Shares allocated
|
||
to the connected client
|
||
Approximate percentage
|
||
of total issued share
|
||
capital after the Global
|
||
Offering
|
||
China International
|
||
Capital Corporation Hong
|
||
Kong Securities Limited
|
||
(“CICCHKS”)
|
||
Aoqin Heming
|
||
Note 1
|
||
Aoqin Heming is
|
||
managed by CICC Capital
|
||
as its general partner, and
|
||
both CICC Capital and
|
||
CICCHKS are wholly-
|
||
owned subsidiary of
|
||
China International
|
||
Capital Corporation
|
||
Limited (ፄ
|
||
ʮ̡). Aoqin
|
||
Heming is therefore
|
||
a connected client of
|
||
CICCHKS.
|
||
Discretionary basis 4,801,800 18.09% 2.33%
|
||
China Merchants
|
||
Securities (HK) Co.,
|
||
Limited (“ CMS”)
|
||
Bosera AM
|
||
Note 2
|
||
Bosera AM is a member
|
||
of the same group of
|
||
companies as CMS.
|
||
Discretionary basis 8,400 0.03% 0.004%
|
||
Notes:
|
||
1. Aoqin Heming intends to hold the Offer Shares on a discretionary basis on behalf of the
|
||
underlying investors (the “ Aoqin Heming Ultimate Clients ”), which are independent third
|
||
parties.
|
||
To the best knowledge of Aoqin Heming is managed by CICC Capital Management Co., Ltd.
|
||
(ʮ̡ ) (“ CICC Capital ”) as its general partner, and CICC Capital is a
|
||
wholly-owned subsidiary of China International Capital Corporation Limited. Each of the
|
||
Aoqin Heming Ultimate Clients is an independent third party of the Company, its subsidiaries,
|
||
CICCHKS, Aoqin Heming and the companies which are members of the same group of
|
||
companies as CICCHKS.
|
||
2. Bosera AM will hold the Offer Shares on a discretionary basis on behalf of the underlying
|
||
investors. To the best knowledge of Bosera AM, each the underlying clients of Bosera AM is
|
||
an independent third party of Bosera AM, CMS and the companies which are members of the
|
||
same group of CMS.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited 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, and is not intended to, constitute
|
||
or form a part of any offer to sell or solicitation to purchase or subscribe for any securities in
|
||
the United States. The Offer Shares have not been, and will not be, registered under the United
|
||
States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or securities law of any
|
||
state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise
|
||
transferred within the United States, except pursuant to an available exemption from, or in a
|
||
transaction not subject to, the registration requirements of the U.S. Securities Act. There will be
|
||
no public offer of the Offer Shares in the United States.
|
||
The Offer Shares are being offered and sold solely 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 December 15, 2025 issued by QingSong Health
|
||
Corporation 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 Overall Coordinators (for themselves and on behalf of the
|
||
Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement
|
||
with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting — Hong Kong
|
||
Underwriting Arrangements — 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 Tuesday, December 23, 2025).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, the total number of Shares held in
|
||
public hands represents approximately 37.94% of the total issued share capital of the Company,
|
||
based on the Offer Price of HK$22.68 per Share and the expected market value of the total issued
|
||
share capital of our Company being not exceeding HK$6 billion, thus will satisfy the minimum
|
||
percentage as prescribed under Rule 8.08(1) of the Listing Rules. Based on the Offer Price of
|
||
HK$22.68 per Share, the Company satisfies the free float requirement under Rule 8.08A of the
|
||
Listing Rules.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (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 of
|
||
the Company do not hold more than 50% of the shares in 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 Tuesday, December
|
||
23, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting — Hong Kong Underwriting
|
||
Arrangements — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has
|
||
not been exercised. Investors who trade the Shares on the basis of publicly available allocation
|
||
details prior to the receipt of Share certificates or prior to the Share certificates becoming valid
|
||
evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
|
||
December 23, 2025 (Hong Kong time), it is expected that dealings in the Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Tuesday, December 23, 2025 (Hong Kong time). The
|
||
Shares will be traded in board lots of 200 Shares each, and the stock code of the Shares will be
|
||
2661.
|
||
By order of the Board
|
||
QingSong Health Corporation
|
||
輕松健康集團
|
||
YANG Yin
|
||
Chairlady of the Board, Executive Director and Chief Executive Officer
|
||
Hong Kong, December 22, 2025
|
||
As of the date of this announcement, the board of directors of the Company named in the Prospectus comprises:
|
||
(i) Ms. YANG Yin and Ms. WANG Jing as executive Directors; (ii) Mr. ZHAO Yuping, Mr. ZHENG Kaihuan and Mr. WU Bin
|
||
as non-executive Directors; and (iii) Dr. WANG Xiaoyan, Mr. CHOW Yiu Ming and Mr. BAI Kun as proposed independent non-
|
||
executive Directors (effective upon Listing).
|