hk-ipo/data/extracted_text/02691/allotment_results_2025-12-19_2025121902017.txt

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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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
same meanings as those defined in the prospectus dated December 12, 2025 (the “ Prospectus ”)
of Nanhua Futures Co., Ltd. (ʮ̡ ) (the “Company”).
This announcement is for information purposes only and does not constitute an invitation
or offer to acquire, purchase or subscribe for any securities. This announcement is not a
prospectus. Potential investors should read the Prospectus for detailed information about the
Global Offering described below before deciding whether or not to invest in the Offer Shares.
Any investment decision in relation to the Offer Shares should be taken solely in reliance on
the information provided in the Prospectus.
This announcement is not for release, publication or 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 or any other jurisdiction where such distribution is prohibited
by laws). This announcement does not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States or in any other jurisdictions.
The securities mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act”) or
securities law of any state or other jurisdiction of the United States. The securities may not
be offered, sold, pledged or otherwise transferred within the United States except pursuant to
an exemption from the registration requirements of the U.S. Securities Act and in compliance
with any applicable state securities laws, or outside the United States unless in compliance
with Regulation S under the U.S. Securities Act. There will be no public offer of securities in
the United States.
Potential investors of the Offer Shares should note that the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of
the events set out in the section headed “Underwriting – Underwriting Arrangements and
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any
time prior to 8:00 a.m. on the Listing Date.


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Nanhua Futures Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability
under the Chinese corporate name ʮ̡  and carrying on business in Hong Kong as ዑശ਷ყ
through our Hong Kong subsidiaries)
Global Offering
Number of Offer Shares under
the Global Offering
: 107,659,000 H Shares
Number of Hong Kong Offer Shares : 16,148,500 H Shares
Number of International Offer Shares : 91,510,500 H Shares
Final Offer Price : HK$12.00 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015%
and Stock Exchange trading fee of
0.00565%
Nominal value : RMB1.00 per H Share
Stock code : 2691
Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator, Joint Bookrunner,
and Joint Lead Manager
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers

Joint Bookrunners and Joint Lead Managers

Joint Lead Managers
 富 強 證 券
FORTUNE    (HK)    SECURITIES


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Nanhua Futures Co., Ltd.
ʮ̡
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT
RESULTS
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
same meanings as those defined in the prospectus dated December 12, 2025 (the “ Prospectus ”)
of Nanhua Futures Co., Ltd. (ʮ̡ ) (the “Company”).
Warning: In view of high concentration of shareholding in a small number of
Shareholders, Shareholders and prospective investors should be aware that the price of
the H Shares could move substantially even with a small number of H Shares traded and
should exercise extreme caution when dealing in the H Shares.
SUMMARY
Company Information
Stock code 2691
Stock short name NANHUA FUTURES
Dealings commencement date December 22, 2025
* see note at the end of the announcement
Price Information
Final Offer Price HK$12.00
Offer Price Range HK$12.00 – HK$16.00
Offer Shares and Share Capital
Number of Offer Shares 107,659,000
Final Number of Offer Shares in Hong Kong
Public Offering
16,148,500
Final Number of Offer Shares in International
Offering
91,510,500
Number of issued Shares upon Listing Note 717,724,893
Note: Including 5,681,234 A Shares which are held by the Company as treasury Shares.


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Over-allocation
No. of Offer Shares over-allocated 0
Note: There is no over-allocation,  and therefore no stabilization action will be taken and the Over-allotment
Option will not be exercised.
Proceeds
Gross proceeds (Note) HK$1,291.91 million
 Less:  Estimated listing expenses payable based
on Final Offer Price
HK$(88.96) million
Net proceeds HK$1,202.95 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 7,479
No. of successful applications 6,043
Subscription level 1.91 times
No. of Offer Shares initially available under the
Hong Kong Public Offering
10,766,000
No. of Offer Shares reallocated from the
International Offering
5,382,500
Final no. of Offer Shares under the Hong Kong
Public Offering
16,148,500
% of Offer Shares under the Hong Kong Public
Offering to the Global Offering
15%


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Note:  For details of the final allocation of Shares to the Hong Kong Public Offering, investors can
refer to www.eipo.com.hk/eIPOAllotment  to perform a search by identification number or
www.eipo.com.hk/eIPOAllotment  for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 32
Subscription Level 0.99 times
No. of Offer Shares initially available under the
International Offering
96,893,000
No. of Offer Shares reallocated to the Hong Kong
Public Offering
5,382,500
Final no. of Offer Shares under the International
Offering
91,510,500
% of Offer Shares under the International Offering
to the Global Offering
85%
The Directors confirm that, to the best of their knowledge, information and belief, save
for a consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing
Guidelines”) granted by the Stock Exchange to permit the Company to allocate certain
Offer Shares in the International Offering to connected clients, (i) none of the Offer Shares
subscribed by the placees and the public have been financed directly or indirectly by the
Company, any of the Directors, chief executive of the Company, members of the Controlling
Shareholders, substantial shareholders, existing shareholders of the Company or any of
its subsidiaries or their respective close associates; and (ii) none of the placees and the
public who have purchased the Offer Shares are accustomed to taking instructions from the
Company, any of the Directors, chief executive of the Company, members of the Controlling
Shareholders, substantial shareholders, existing shareholders of the Company or any of its
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.


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Allottee with waiver/consents obtained
Investor
No. of Offer
Shares allocated
% of Offer
Shares
% of total issued
share capital
after the Global
Offering Relationship
Allott ee with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules and Chapter 4.15 of the Guide
for New Listing Applicants in relation to allocations to a connected client (Note 1)
Arta Asset Management
Limited
12,841,000 11.93% 1.79% Connected client
CITIC Securities International
Capital Management Limited
2,069,000 1.92% 0.29% Connected client
Notes:
1. For details of the consents under paragraph 1C(1) of the of the Placing Guidelines and Chapter 4.15
of the Guide for New Listing Applicants in relation to allocations to connected clients, please refer to
the section headed “Additional Information – Placing to connected clients with prior consent under
paragraph 1C(1) of the Placing Guidelines” in this announcement.


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LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of
Shares held in
the Company
subject to lock-
up undertakings
upon Listing
Number of H
Shares held in
the Company
subject to lock-
up undertakings
upon Listing
% of total issued
H Shares in
the Company
subject to lock-
up undertakings
upon Listing
% of total
issued Shares
in the Company
subject to lock-
up undertakings
upon Listing
Last day subject
to the lock-up
undertakings
Hengdian Group Holdings
Co., Limited (“Hengdian
Holdings”)
425,120,900 0 0% 59.23% June 21, 2026 (First
Six-Month Period)
(Note 1)
December 21, 2026
(Second Six-Month
Period) (Note 2)
Dongyang Henghua
Investment Limited
Partnership (Limited
Partnership) (“Dongyang
Henghua LLP”)
24,480,000 0 0% 3.41% June 21, 2026 (First
Six-Month Period)
(Note 1)
December 21, 2026
(Second Six-Month
Period) (Note 2)
Zhejiang Hengdian Import
and Export Co., Ltd.
(“Hengdian Import and
Export”)
10,000,000 0 0% 1.39% June 21, 2026 (First
Six-Month Period)
(Note 1)
December 21, 2026
(Second Six-Month
Period) (Note 2)


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Name
Number of
Shares held in
the Company
subject to lock-
up undertakings
upon Listing
Number of H
Shares held in
the Company
subject to lock-
up undertakings
upon Listing
% of total issued
H Shares in
the Company
subject to lock-
up undertakings
upon Listing
% of total
issued Shares
in the Company
subject to lock-
up undertakings
upon Listing
Last day subject
to the lock-up
undertakings
Hengdian Group DMEGC
Magnetics Co., Ltd
(“Hengdian DMEGC
Magnetics”)
10,000,000 0 0% 1.39% June 21, 2026 (First
Six-Month Period)
(Note 1)
December 21, 2026
(Second Six-Month
Period) (Note 2)
Total 469,600,900 0 0% 65.42%
Notes:
1. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the date that is six months after the Listing Date (the “First
Six-Month Period”) ends on June 21, 2026. A Controlling Shareholder may dispose of or transfer Shares after the indicated date provided that
such Controlling Shareholder will not cease to be a Controlling Shareholder.
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the period of six months commencing on the date which
the First Six-Month Period expires (the “Second Six-Month Period”) ends on December 21, 2026.
3. As of the Latest Practicable Date, the Company was held (i) directly and indirectly by Hengdian Holdings as to approximately 76.97%, which was
directly and indirectly owned by Dongyang Hengdian Association as to approximately 70%; (ii) by Dongyang Henghua LLP as to approximately
4.01%, whose general partner was Hengdian Holdings; (iii) by Hengdian Import and Export as to approximately 1.64%, which was directly owned
by Hengdian Holdings as to approximately 74%; (iv) by Hengdian DMEGC Magnetics as to approximately 1.64%, which was directly owned by
Hengdian Holdings as to approximately 50.59%.
Hengdian Holdings was the general partner of Dongyang Zhuowei, which held as to 7% equity interests in Hengdian Import and Export as of the
Latest Practicable Date.
As of the Latest Practicable Date, Dongyang Chuangxiang, a wholly-owned subsidiary of Dongyang Hengdian Association, was the general partner
of Dongyang Hengchuang, which held 19% equity interests in Hengdian Holdings.
For details, please refer to the section headed “Relationship with our Controlling Shareholders – Our Controlling Shareholders” of the Prospectus.


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PLACEE CONCENTRATION ANALYSIS
Placees
Number of
H Shares
allotted
Allotment
as % of
International
Offering
Allotment
as % of
total
Offer Shares
Number of
Shares
held upon
Listing
% of total
issued share
 capital upon
Listing
Top 1 32,427,500 35.44% 30.12% 32,427,500 4.52%
Top 5 64,724,000 70.73% 60.12% 64,724,000 9.02%
Top 10 78,170,000 85.42% 72.61% 78,170,000 10.89%
Top 25 90,829,500 99.26% 84.37% 90,829,500 12.66%
Note:
* Ranking of placees is based on the number of Shares allotted to the placees.
H SHAREHOLDER CONCENTRATION ANALYSIS
H Shareholders
Number of
H Shares
allotted
Allotment
as % of
International
Offering
Allotment
as % of
total
Offer Shares
Number of
H Shares
held upon
Listing
% of total
issued
H Shares
capital upon
Listing
Number of
Shares held
upon Listing
Top 1 32,427,500 35.44% 30.12% 32,427,500 30.12% 32,427,500
Top 5 64,724,000 70.73% 60.12% 64,724,000 60.12% 64,724,000
Top 10 78,170,000 85.42% 72.61% 78,170,000 72.61% 78,170,000
Top 25 90,829,500 99.26% 84.37% 90,829,500 84.37% 90,829,500
Note:
* Ranking of H Shareholders is based on the number of H Shares held by H Shareholders upon Listing.


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SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders
Number of
H Shares
allotted
Allotment
as % of
International
Offering
Allotment
as % of total
Offer Shares
Number of
H Shares
held upon
Listing
Number of
Shares
held upon
Listing
% of total
issued share
capital upon
Listing
Top 1 – 0.00% 0.00% – 475,282,134 66.22%
Top 5 61,481,500 67.19% 57.11% 61,481,500 536,763,634 74.79%
Top 10 67,966,500 74.27% 63.13% 67,966,500 555,099,337 77.34%
Top 25 83,617,500 91.37% 77.67% 83,617,500 580,106,882 80.83%
Note:
* Ranking of Shareholders is based on the number of Shares (of all classes) held by Shareholders upon Listing.
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 7,479 valid
applications made by the public will be conditionally allocated on the basis set out below:
NO. OF H SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF THE
TOTAL
NO. OF H SHARES
APPLIED FOR
POOL A
500 5,663 4,227 out of 5,663 to receive 500 H Shares 74.64%
1,000 688 500 H Shares plus 339 out of 688 to receive additional 500 H Shares 74.64%
1,500 147 1,000 H Shares plus 35 out of 147 to receive additional 500 H Shares 74.60%
2,000 149 1,000 H Shares plus 146 out of 149 to receive additional 500 H Shares 74.50%
2,500 76 1,500 H Shares plus 55 out of 76 to receive additional 500 H Shares 74.47%
3,000 73 2,000 H Shares plus 34 out of 73 to receive additional 500 H Shares 74.43%
3,500 46 2,500 H Shares plus 9 out of 46 to receive additional 500 H Shares 74.22%
4,000 30 2,500 H Shares plus 28 out of 30 to receive additional 500 H Shares 74.17%
4,500 9 3,000 H Shares plus 6 out of 9 to receive additional 500 H Shares 74.07%
5,000 232 3,500 H Shares plus 94 out of 232 to receive additional 500 H Shares 74.05%
6,000 29 4,000 H Shares plus 25 out of 29 to receive additional 500 H Shares 73.85%
7,000 44 5,000 H Shares plus 14 out of 44 to receive additional 500 H Shares 73.70%
8,000 26 5,500 H Shares plus 20 out of 26 to receive additional 500 H Shares 73.56%


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NO. OF H SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF THE
TOTAL
NO. OF H SHARES
APPLIED FOR
POOL A
9,000 19 6,500 H Shares plus 4 out of 19 to receive additional 500 H Shares 73.39%
10,000 77 7,000 H Shares plus 52 out of 77 to receive additional 500 H Shares 73.38%
15,000 38 11,000 H Shares 73.33%
20,000 30 14,500 H Shares plus 10 out of 30 to receive additional 500 H Shares 73.33%
25,000 13 18,000 H Shares plus 1 out of 13 to receive additional 500 H Shares 72.15%
30,000 14 21,500 H Shares plus 3 out of 14 to receive additional 500 H Shares 72.02%
35,000 5 25,000 H Shares plus 2 out of 5 to receive additional 500 H Shares 72.00%
40,000 7 28,500 H Shares plus 3 out of 7 to receive additional 500 H Shares 71.79%
45,000 2 32,000 H Shares plus 1 out of 2 to receive additional 500 H Shares 71.67%
50,000 8 35,500 H Shares plus 3 out of 8 to receive additional 500 H Shares 71.38%
60,000 13 42,500 H Shares plus 8 out of 13 to receive additional 500 H Shares 71.35%
70,000 5 49,500 H Shares plus 4 out of 5 to receive additional 500 H Shares 71.29%
80,000 1 57,000 H Shares 71.25%
90,000 3 63,500 H Shares plus 1 out of 3 to receive additional 500 H Shares 70.74%
100,000 16 70,500 H Shares plus 5 out of 16 to receive additional 500 H Shares 70.66%
200,000 5 141,000 H Shares plus 3 out of 5 to receive additional 500 H Shares 70.65%
300,000 6 211,500 H Shares plus 4 out of 6 to receive additional 500 H Shares 70.61%

7,474 Total number of Pool A successful applicants: 6,038


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NO. OF H  SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF
THE TOTAL
NO. OF H SHARES
APPLIED FOR
POOL B
400,000 2 400,000 H Shares 100.00%
500,000 1 500,000 H Shares 100.00%
1,000,000 1 1,000,000 H Shares 100.00%
2,000,000 1 2,000,000 H Shares 100.00%

5 Total number of Pool B successful applicants: 5

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.


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ADDITIONAL INFORMATION
Placing to connected clients with prior consent under paragraph 1C(1) of the Placing
Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
consent under paragraph 1C(1) of the Placing Guidelines to permit the connected clients listed
below to participate in the Global Offering. Details of the placing are set out below.
Connected client
Connected
distributor Relationship
Whether the
connected
client will hold
beneficial
interests of Offer
Shares on a non-
discretionary or
discretionary
basis for
independent third
parties
No. of Offer
Shares allocated
to the connected
client % of Offer Shares
% of total issued
share capital
after the Global
Offering
Allott ee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to a
connected client
Arta Asset Management Limited
(“Arta AM”)
Arta AM Arta AM,
acting through
its investment
banking division,
is also one of the
Joint Bookrunners
and Joint Lead
Managers.
Discretionary
basis on behalf of
independent third
parties
12,841,000 11.93% 1.79%
CITIC Securities International
Capital Management Limited
(“CSI”)
CLSA Limited
(“CLSA”)
CLSA and CSI
are members of
the same group of
companies.
Non-discretionary
basis on behalf of
independent third
parties
2,069,000 1.92% 0.29%


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Notes:
1. Arta AM, acting through its asset management division, has entered into a discretionary investment
management arrangement (the “ Arrangement”) with its ultimate client, Lucky Gold Global Limited,
which is an Independent Third Party. Pursuant to the Arrangement, Arta AM, in capacity as investment
manager, will manage the account and hold the Offer Shares in custody for Lucky Gold Global Limited
on a discretionary basis under its mandate in accordance with the terms of the Arrangement. Ms.
Mak Pui Yee, the ultimate beneficial owner holding 100% interest in Lucky Gold  Global Limited, is
an Independent Third Party.  Arta AM, acting through its investment banking division, is also one of
the Joint Bookrunners and Joint Lead Managers of the Global Offering. Accordingly, Arta AM, in its
capacity as investment manager acting as agent on behalf of the discretionary account (“Arta AM in its
Investment Management Capacity”), is a connected client of the investment banking division of Arta
AM in its capacity as one of the syndicate members of the Global Offering (“Arta AM in its Investment
Banking Capacity”). The investment banking division and the asset management division of Arta  AM
have at all times been operating at arm’s length in respect of the Global Offering. The participation of
Arta AM in its Investment Management Capacity in the Global Offering is purely an investment decision
of Arta AM’s asset management division and is not connected in any way to the syndicate roles played
by the investment banking division of Arta AM in the Global Offering.
2. CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI
Back-to-back TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI
Client TRS”) placed and fully funded by the ultimate clients (the “CSI Ultimate Clients”), by which
CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients.
CSI will hold the legal title and beneficial interest in the Offer Shares but will contractually agree
to pass on the full economic exposure and return of the Offer Shares to the CSI Ultimate Clients, on
a non-discretionary basis. The CSI Ultimate Clients may exercise their early termination rights to
terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should be on
or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity
or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will dispose of the Offer Shares
on the secondary market and the CSI Ultimate Clients will receive a final termination amount of the
CSI Back-to-back TRS which will have taken into account all the economic returns or economic loss in
relation to the Offer Shares and the fixed amount of transaction fees of the CSI Back-to-back TRS and
the CSI Client TRS. Due to its internal policy, CSI will not exercise the voting right of the Offer Shares
during the terms of the CSI Back-to-back TRS.
The CSI Ultimate Clients are: (i) Zongguan Strategy No. 3 Private Securities Investment Fund ( ᐽ஫ഄ
ږ“( ) Zongguan No. 3 Fund”), with 833,000 Offer Shares allocated to it under
the Global Offering. Mr. Xia Haidong, an Independent Third Party, holds 30% or more interest in the
Zongguan No. 3 Fund; (ii) Guoyuan Zhicheng Private Securities Investment Fund ( ਷๕қϓӷ෍ᗇՎ
ږand Guoyuan Zhicheng No. 1 Private Securities Investment Fund ( ਷๕қϓ1 ໮ӷ෍ᗇՎҳ
ږwith a total of 319,500 Offer Shares allocated to them under the Global Offering. No ultimate
beneficial owner holds 30% or more interest in the respective funds therein; and (iii) Ningbo Yifeng
Funiu No. 1 Private Securities Investment Fund (๐ቜ၅ˬ1ږ“( ) Ningbo No.
1 Fund”), with 916,500 Offer Shares allocated to it under the Global Offering. Ms. Wang Chunli, an
Independent Third Party, holds 30% or more interest in the Ningbo No. 1 Fund.


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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, no rebate has been, directly or
indirectly, provided by the Company, the Controlling Shareholders , Directors or syndicate
members to any placees or the public (as the case may be) and the consideration payable by
them for each Offer Share subscribed for or purchased by them is the same as the final Offer
Price determined by the Company, in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.
DISCLAIMERS
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”)
take no responsibility for the contents of this announcement, make no representation as to
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in
or into the United States (including its territories and possessions, any state of the United
States and the District of Columbia). This announcement does not constitute or form a part
of any offer or solicitation to purchase or subscribe for securities in the United States. The
securities 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 December 12, 2025 issued
by Nanhua Futures Co., Ltd. for detailed information about the Global Offering described
herein before deciding whether or not to invest in the Shares thereby being offered.


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* Potential investors of the Offer Shares should note that the Sole Sponsor and 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 Monday, December 22,
2025).
PUBLIC FLOAT AND FREE FLOAT
Immediately following the completion of the Global Offering, all 107,659,000 H Shares to be
issued pursuant to the Global Offering, representing approximately 15.00% of the total issued
share capital immediately upon Listing, are expected to be held by the public, which is higher
than the prescribed percentage of H Shares required to be held in public hands of 10% under
Rule 19A.13A(2)(a) of the Listing Rules, thereby satisfying Rule 19A.13A(2) of the Listing
Rules at the time of the Listing.
Immediately following the completion of the Global Offering, at least 7.56% of the total
number of issued share capital (excluding treasury shares) will be held by the public
and not be subject to lock-up, with an expected market capitalization of approximately
HK$645,954,000 at the time of listing, thereby satisfying Rule 19A.13C(2)(b) of the Listing
Rules at the time of Listing.
The Directors confirm that, immediately following 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 under the Listing Rules immediately after the Global Offering; (iii) the three
largest public shareholders of the Company do not hold more than 50% of the H 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 H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong
time) on Monday, December 22, 2025, provided that the Global Offering has become
unconditional and the right of termination described in the section headed “Underwriting
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
termination” in the Prospectus has not been exercised. Investors who trade H Shares prior to
the receipt of H Share certificates or the H Share certificates becoming valid evidence of title
do so entirely at their own risk.


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Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
time) on Monday, December 22, 2025, it is expected that dealings in the H Shares on the
Stock Exchange will commence at 9:00 a.m. on Monday, December 22, 2025. The H Shares
will be traded in board lots of 500 Shares each. The stock code of the Shares is 2691.
By order of the Board
Nanhua Futures Co., Ltd.
ʮ̡
Dr. Luo Xufeng
Chairperson of the Board and Executive Director
Hong Kong, December 19, 2025
As at the date of this announcement, the board of directors of the Company comprises: (i) Dr.
Luo Xufeng as executive Director; (ii) Mr. Lyu Yuelong, Dr. Xu Wencai, Mr. Hu Tiangao, Mr.
Li Baoping and Ms. Sun Yingting as non-executive Directors; and (iii) Dr. Xu Lin, Dr. Liu
Yulong and Ms. Li Jing as independent non-executive Directors.