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.
1174 lines
48 KiB
Plaintext
1174 lines
48 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 does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
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of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
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not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
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where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
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subscribe for securities in the United States or any other jurisdictions. 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 any applicable state securities laws, and may not be offered, sold, pledged or transferred within the United
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States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act
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(the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the
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U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in
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accordance with Regulation S. There will be no public offering of the Offer Shares in the United States.
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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 dated
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February 27, 2026 (the “Prospectus ”) issued by Shenzhen Zhaowei Machinery & Electronics Co., Ltd. ( ଉέ̹Ί
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ʮ̡ ) (the “Company ”) for detailed information about the Global Offering described below before
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deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the
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Offer Shares should be taken solely in reliance on the information in the Prospectus. The Company has not been and
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will not be registered under the U.S. 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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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
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– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the
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Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
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Monday, March 9, 2026).
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--- page 2 ---
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2
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Shenzhen Zhaowei Machinery & Electronics Co., Ltd.
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ʮ̡
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(a joint stock company incorporated in the People ’s Republic of China with limited liability)
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Global Offering
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Number of Offer Shares under the
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Global Offering
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: 26,748,300 H Shares
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Number of Hong Kong Offer Shares : 2,674,900 H Shares (subject to reallocation)
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Number of International Offer Shares : 24,073,400 H Shares (subject to
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reallocation)
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Final Offer Price : HK$71.28 per H Share, plus brokerage of
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1%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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(payable in full on application and subject
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to refund)
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Nominal value : RMB1.0 per H Share
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Stock code : 2692
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators and Joint Bookrunners
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Overall Coordinators, Joint Global Coordinators and Joint Bookrunners
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Joint Bookrunners
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--- page 3 ---
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3
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SHENZHEN ZHAOWEI MACHINERY & ELECTRONICS CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF 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 February 27, 2026 (the “Prospectus ”) issued by
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Shenzhen Zhaowei Machinery & Electronics Co., Ltd. (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 H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2692
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Stock short name ZHAOWEI
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Dealings commencement date March 9, 2026*
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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$71.28
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Maximum Offer Price HK$73.68
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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 26,748,300
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Number of Offer Shares in Hong Kong Public Offering 2,674,900
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Number of Offer Shares in International Offering 24,073,400
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Number of issued Shares upon Listing 267,482,700
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Proceeds
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Gross proceeds (Note) HK$1,906.62 million
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Less: Estimated listing expenses payable based on Final
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Offer Price HK$ (78.89) million
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Net proceeds HK$1,827.73 million
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Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For details of the use of proceeds,
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please refer to the Prospectus dated February 27, 2026.
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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 OFFERRING
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No. of valid applications 180,292
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No. of successful applications 23,940
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Subscription level 1,536.76 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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2,674,900
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Final no. of Offer Shares under the Hong Kong Public
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Offering
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2,674,900
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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 H Shares to the Public Offer, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by name or identification number or www.hkeipo.hk/IPOResult
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for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 75
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Subscription Level 13.40 times
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No. of Offer Shares initially available under the International
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Offering
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24,073,400
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% of Offer Shares under the International Offer to the Global
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Offering
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90%
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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 their
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respective close associates; and (ii) none of the placees and the public who have purchased the
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Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
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executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
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of the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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--- page 5 ---
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5
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The placees in the International Offer include the following:
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Cornerstone Investors
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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
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Offer Shares
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(Note 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
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(Note 2)
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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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HHLRA 1,644,800 6.15% 0.61% No
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Mirae Asset Securities HK 548,200 2.05% 0.20% No
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Perseverance Asset Management 657,900 2.46% 0.25% No
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Da Cheng International 383,700 1.43% 0.14% No
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GF Fund HK 328,900 1.23% 0.12% No
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Oakwise Growth Fund 548,200 2.05% 0.20% No
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Jump Trading 328,900 1.23% 0.12% No
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VVC Technology 219,300 0.82% 0.08% No
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FMF 219,300 0.82% 0.08% No
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Taihu Golden Valley 548,200 2.05% 0.20% No
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Topstar Worldwide 474,000 1.77% 0.18% No
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Virtues Capital and China Securities (International)
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Investment Company Limited (in connection with
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the OTC Swaps)
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438,600 1.64% 0.16% No
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Hengbang and China Galaxy International
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Investment Company Limited (in connection
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with the Hengbang OTC Swaps)
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312,800 1.17% 0.12% No
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W Investment 394,700 1.48% 0.15% No
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BeingBoom Capital 328,900 1.23% 0.12% No
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Mr. He Maoling 328,900 1.23% 0.12% No
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Mr. Luo Jie 328,900 1.23% 0.12% No
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Bridge Zone Group 271,400 1.01% 0.10% No
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CMBC International 274,100 1.02% 0.10% No
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RIME 280,500 1.05% 0.10% No
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Main Source Capital 280,500 1.05% 0.10% No
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Total 9,140,700 34.17% 3.42%
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Notes:
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1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
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issued under the Global Offering.
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2. The total issued share capital after the Global Offering includes 240,734,400 A Shares listed on the Shenzhen
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Stock Exchange as of the Latest Practicable Date.
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--- page 6 ---
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6
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Allottees with Waivers/Consents Obtained
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Investor
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No. of
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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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(Note 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
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(Note 2) Relationship*
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Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
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further H Shares to certain Cornerstone Investors and/or their close associates (Note 3 and 4)
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HHLRA 1,644,800 6.15% 0.61% Same entity as
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Cornerstone Investor
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Mirae Asset Securities HK 1,206,200 4.51% 0.45% Same entity as
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Cornerstone Investor
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Perseverance Asset Management 625,000 2.34% 0.23% Same entity as
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Cornerstone Investor
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Da Cheng International 307,000 1.15% 0.11% Same entity as
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Cornerstone Investor
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GF Fund HK 657,900 2.46% 0.25% Same entity as
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Cornerstone Investor
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Oakwise Growth Fund 548,200 2.05% 0.20% Same entity as
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Cornerstone Investor
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Jump Trading 328,900 1.23% 0.12% Same entity as
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Cornerstone Investor
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VVC Technology 263,100 0.98% 0.10% Same entity as
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Cornerstone Investor
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FMF 219,300 0.82% 0.08% Same entity as
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Cornerstone Investor
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Virtues Capital and China Securities
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(International) Investment Company
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Limited (in connection with the OTC
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Swaps)
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347,300 1.30% 0.13% Same entity as
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Cornerstone Investor
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Hengbang and China Galaxy International
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Investment Company Limited (in
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connection with the Hengbang OTC
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Swaps)
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312,800 1.17% 0.12% Same entity as
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Cornerstone Investor
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Shenzhen Qianhai Hanrong Private Equity
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Securities Fund Management Co., Ltd.
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(ࠢ
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ʮ̡) (“Qianhai Hanrong ”) (Note 5)
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383,700 1.43% 0.14% A close associate of a
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Cornerstone Investor,
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W Investment
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--- page 7 ---
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7
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Investor
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No. of
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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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(Note 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
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(Note 2) Relationship*
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BeingBoom Capital 285,100 1.07% 0.11% Same entity as
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Cornerstone Investor
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Mr. He Maoling 328,900 1.23% 0.12% Same entity as
|
||
Cornerstone Investor
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Mr. Luo Jie 164,400 0.61% 0.06% Same entity as
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Cornerstone Investor
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Bridge Zone Group 271,400 1.01% 0.10% Same entity as
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Cornerstone Investor
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CMBC International 274,100 1.02% 0.10% Same entity as
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||
Cornerstone Investor
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Rime 224,400 0.84% 0.08% Same entity as
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Cornerstone Investor
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Mr. Xue Shouguang ( ᑡςΈ) 280,500 1.05% 0.10% A close associate of
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a Cornerstone
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Investor,
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Main Source
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Capital
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
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Listing Applicants in relation to allocations to connected clients (Note 6)
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Bosera Asset Management (International)
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Co., Limited ( “Bosera Asset
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Management ”)
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110,000 0.41% 0.04% Connected client
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as a placee
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Huatai Capital Investment Limited ( “HTCI”) 187,500 0.70% 0.07% Connected client as a
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placee
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Guotai Junan Investments (Hong Kong)
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Limited ( “GTJA Investments ”)
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383,700 1.43% 0.14% Connected client
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as a placee
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--- page 8 ---
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8
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Investor
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No. of
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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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(Note 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
|
||
Offering
|
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(Note 2) Relationship*
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Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
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be issued under the Global Offering.
|
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2. The total issued share capital after the Global Offering includes 240,734,400 A Shares listed on the Shenzhen
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Stock Exchange as of the Latest Practicable Date.
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3. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
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Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
|
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Results Details – International Offering – Cornerstone Investors ” in this announcement. For details of the
|
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consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
|
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of further H Shares to the Cornerstone Investors, please refer to the section headed “Others/Additional
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||
Information – Allocations of Offer Shares to Cornerstone Investors and/or their close associates with a
|
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consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
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4. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
|
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
|
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Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
|
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Results Details { International Offering { Cornerstone Investors ” in this announcement.
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5. Qianhai Hanrong and Guotai Haitong Securities Co., Ltd. will enter into cross border delta-one OTC equity
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swap transaction for the purpose of subscription of the Offer Shares in the amount of USD3,500,000. For the
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details of GTHT Client TRS, please refer to the section headed “Others/Additional Information { Placing to
|
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connected clients with a consent under paragraph 1C(1) of the Placing Guidelines ”.
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6. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
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for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed
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“Others/Additional Information { Placing to connected clients with a consent under paragraph 1C(1) of the
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Placing Guidelines ” in this announcement.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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Shares held in
|
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the Company
|
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subject to
|
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lock-up
|
||
undertakings
|
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upon Listing
|
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Number of
|
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H Shares held in
|
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the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (Note 1)
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to lockup
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Controlling Shareholders (Note 2) 150,217,600
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||
A Shares
|
||
0 0 62.40% September 8, 2026
|
||
(First Six-Month
|
||
Period) (Note 3)
|
||
March 8, 2026
|
||
(Second Six-Month
|
||
Period) (Note 4)
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
||
be issued under the Global Offering.
|
||
2. Mr. Li, Ms. Xie, Zhaowei Investment and Qingmo Partnership held in aggregate 150,217,600 A Shares,
|
||
which are subject to lock-up undertakings upon Listing.
|
||
3. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
|
||
Controlling Shareholders will not cease to be a Controlling Shareholders.
|
||
4. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
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indicated date.
|
||
|
||
|
||
--- page 10 ---
|
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10
|
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Cornerstone Investors
|
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Name
|
||
Number of
|
||
H Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (Note 1)
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to lockup
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
HHLRA 1,644,800 6.15% 0.61% September 8, 2026
|
||
Mirae Asset Securities HK 548,200 2.05% 0.20% September 8, 2026
|
||
Perseverance Asset Management 657,900 2.46% 0.25% September 8, 2026
|
||
Da Cheng International 383,700 1.43% 0.14% September 8, 2026
|
||
GF Fund HK 328,900 1.23% 0.12% September 8, 2026
|
||
Oakwise Growth Fund 548,200 2.05% 0.20% September 8, 2026
|
||
Jump Trading 328,900 1.23% 0.12% September 8, 2026
|
||
VVC Technology 219,300 0.82% 0.08% September 8, 2026
|
||
FMF 219,300 0.82% 0.08% September 8, 2026
|
||
Taihu Golden Valley 548,200 2.05% 0.20% September 8, 2026
|
||
Topstar Worldwide 474,000 1.77% 0.18% September 8, 2026
|
||
Virtues Capital and China Securities
|
||
(International) Investment Company
|
||
Limited (in connection with the OTC
|
||
Swaps)
|
||
438,600 1.64% 0.16% September 8, 2026
|
||
Hengbang and China Galaxy International
|
||
Investment Company Limited (in
|
||
connection with the Hengbang OTC
|
||
Swaps)
|
||
312,800 1.17% 0.12% September 8, 2026
|
||
W Investment 394,700 1.48% 0.15% September 8, 2026
|
||
BeingBoom Capital 328,900 1.23% 0.12% September 8, 2026
|
||
Mr. He Maoling 328,900 1.23% 0.12% September 8, 2026
|
||
Mr. Luo Jie 328,900 1.23% 0.12% September 8, 2026
|
||
Bridge Zone Group 271,400 1.01% 0.10% September 8, 2026
|
||
CMBC International 274,100 1.02% 0.10% September 8, 2026
|
||
RIME 280,500 1.05% 0.10% September 8, 2026
|
||
Main Source Capital 280,500 1.05% 0.10% September 8, 2026
|
||
Total 9,140,700 34.17% 3.42%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
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 3,289,600 13.66% 12.30% 3,289,600 1.23%
|
||
Top 5 8,410,100 34.94% 31.44% 8,410,100 3.14%
|
||
Top 10 12,479,400 51.84% 46.65% 12,479,400 4.67%
|
||
Top 25 20,760,100 86.24% 77.61% 20,760,100 7.76%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
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 3,289,600 13.66% 12.30% 3,289,600 12.30% 3,289,600
|
||
Top 5 8,410,100 34.94% 31.44% 8,410,100 31.44% 8,410,100
|
||
Top 10 12,479,400 51.84% 46.65% 12,479,400 46.65% 12,479,400
|
||
Top 25 20,760,100 86.24% 77.61% 20,760,100 77.61% 20,760,100
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
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
|
||
Top1 – 0.00% 0.00% – 150,217,600 56.16%
|
||
Top5 3,289,600 13.66% 12.30% 3,289,600 165,576,566 61.90%
|
||
Top10 5,044,000 20.95% 18.86% 5,044,000 175,888,583 65.76%
|
||
Top25 15,111,300 62.77% 56.49% 15,111,300 188,134,994 70.34%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted of
|
||
the total number
|
||
of H Shares
|
||
applied for
|
||
POOL A
|
||
100 64,785 2,592 out of 64,785 applicants to receive 100 H Shares 4.00%
|
||
200 7,953 331 out of 7,953 applicants to receive 100 H Shares 2.08%
|
||
300 6,262 267 out of 6,262 applicants to receive 100 H Shares 1.42%
|
||
400 3,509 167 out of 3,509 applicants to receive 100 H Shares 1.19%
|
||
500 3,748 193 out of 3,748 applicants to receive 100 H Shares 1.03%
|
||
600 7,930 437 out of 7,930 applicants to receive 100 H Shares 0.92%
|
||
700 1,592 93 out of 1,592 applicants to receive 100 H Shares 0.83%
|
||
800 1,308 81 out of 1,308 applicants to receive 100 H Shares 0.77%
|
||
900 1,618 104 out of 1,618 applicants to receive 100 H Shares 0.71%
|
||
1,000 8,934 594 out of 8,934 applicants to receive 100 H Shares 0.66%
|
||
1,500 3,841 297 out of 3,841 applicants to receive 100 H Shares 0.52%
|
||
2,000 3,540 305 out of 3,540 applicants to receive 100 H Shares 0.43%
|
||
2,500 2,552 239 out of 2,552 applicants to receive 100 H Shares 0.37%
|
||
3,000 2,475 248 out of 2,475 applicants to receive 100 H Shares 0.33%
|
||
3,500 1,651 175 out of 1,651 applicants to receive 100 H Shares 0.30%
|
||
4,000 1,751 195 out of 1,751 applicants to receive 100 H Shares 0.28%
|
||
4,500 1,442 168 out of 1,442 applicants to receive 100 H Shares 0.26%
|
||
5,000 2,786 337 out of 2,786 applicants to receive 100 H Shares 0.24%
|
||
6,000 2,210 286 out of 2,210 applicants to receive 100 H Shares 0.22%
|
||
7,000 1,946 266 out of 1,946 applicants to receive 100 H Shares 0.20%
|
||
8,000 1,700 245 out of 1,700 applicants to receive 100 H Shares 0.18%
|
||
9,000 1,414 213 out of 1,414 applicants to receive 100 H Shares 0.17%
|
||
10,000 9,240 1,441 out of 9,240 applicants to receive 100 H Shares 0.16%
|
||
20,000 5,132 1,035 out of 5,132 applicants to receive 100 H Shares 0.10%
|
||
30,000 3,421 802 out of 3,421 applicants to receive 100 H Shares 0.08%
|
||
40,000 2,440 636 out of 2,440 applicants to receive 100 H Shares 0.07%
|
||
50,000 2,127 603 out of 2,127 applicants to receive 100 H Shares 0.06%
|
||
60,000 3,382 1,025 out of 3,382 applicants to receive 100 H Shares 0.05%
|
||
Total 160,689 Total number of Pool A successful applicants: 13,375
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted of
|
||
the total number
|
||
of H Shares
|
||
applied for
|
||
POOL B
|
||
70,000 5,795 2,029 out of 5,795 applicants to receive 100 H Shares 0.05%
|
||
80,000 2,298 900 out of 2,298 applicants to receive 100 H Shares 0.05%
|
||
90,000 1,559 674 out of 1,559 applicants to receive 100 H Shares 0.05%
|
||
100,000 5,035 2,377 out of 5,035 applicants to receive 100 H Shares 0.05%
|
||
200,000 2,129 1,798 out of 2,129 applicants to receive 100 H Shares 0.04%
|
||
300,000 1,003 100 H Shares plus 187 out of 1,003 applicants to
|
||
receive an additional 100 H Shares
|
||
0.04%
|
||
400,000 483 100 H Shares plus 247 out of 483 applicants to receive
|
||
an additional 100 H Shares
|
||
0.04%
|
||
500,000 305 100 H Shares plus 251 out of 305 applicants to receive
|
||
an additional 100 H Shares
|
||
0.04%
|
||
600,000 230 200 H Shares plus 29 out of 230 applicants to receive
|
||
an additional 100 H Shares
|
||
0.04%
|
||
700,000 132 200 H Shares plus 55 out of 132 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
800,000 104 200 H Shares plus 73 out of 104 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
900,000 57 200 H Shares plus 56 out of 57 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
1,000,000 78 300 H Shares plus 21 out of 78 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
1,100,000 36 300 H Shares plus 20 out of 36 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
1,200,000 42 300 H Shares plus 34 out of 42 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
1,337,400 317 400 H Shares plus 50 out of 317 applicants to receive
|
||
an additional 100 H Shares
|
||
0.03%
|
||
Total 19,603 Total number of Pool B successful applicants: 10,565
|
||
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 14 ---
|
||
14
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with a
|
||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate
|
||
further Offer Shares in the International Offering to certain Cornerstone Investors and/or their
|
||
close associates as placees, subject to the following conditions (the “Allocation to Size-based
|
||
Exemption Participants ”):
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing shareholders and their close associates (whether as
|
||
Cornerstone Investors and/or as placees) as permitted under this exemption will not exceed
|
||
30% of the total number of Shares offered under the Global Offering;
|
||
(c) the Allocation to Size-based Exemption Participants will not affect the Company ’s ability
|
||
to satisfy its public float requirement as prescribed by the Stock Exchange under the waiver
|
||
from strict compliance with the requirements of Rule 19A.13A(2) of the Listing Rules;
|
||
(d) each of the Directors, chief executive of the Company and the Controlling Shareholders has
|
||
confirmed that no securities have been allocated to them or their respective close associates
|
||
under this exemption; and
|
||
(e) details of the Allocation to Size-based Exemption Participants under the Size-based
|
||
Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to Cornerstone Investors and/or their close associates,
|
||
please refer to the section headed “Allotment Results Details – International Offering – Allotees
|
||
with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Placing to connected clients with consent under paragraph 1C(1) of the Placing Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines as placees. Please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Waivers/Consents
|
||
Obtained ” in this announcement for details. 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 Company to allocate such Offer Shares in the International Offering to the connected
|
||
clients as placees. The allocation of Offer Shares to such connected clients is in compliance with
|
||
all the conditions under the consent granted by the Stock Exchange. Details of the placement to
|
||
connected clients as placees are set out below.
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. China Merchants
|
||
Securities (HK)
|
||
Co., Limited
|
||
(“CMS”)
|
||
Bosera Asset
|
||
Management (Note 2)
|
||
Bosera Asset
|
||
Management is a
|
||
member of the same
|
||
group of companies as
|
||
CMS
|
||
Yes 110,000 0.41% 0.04%
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
HTCI(Note 3) HTCI is a member of
|
||
the same group of
|
||
companies as HTFH
|
||
No 187,500 0.70% 0.07%
|
||
2. Guotai Junan
|
||
Securities
|
||
(Hong Kong)
|
||
Limited ( “GTJA
|
||
Securities ”)
|
||
GTJA
|
||
Investments (Note 4)
|
||
GTJA Investments is a
|
||
member of same group
|
||
of companies as GTJA
|
||
Securities
|
||
No 383,700 1.43% 0.14%
|
||
Notes:
|
||
1. The total issued share capital after the Global Offering includes 240,734,400 A Shares listed on the Shenzhen
|
||
Stock Exchange as of the Latest Practicable Date.
|
||
2. Bosera Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing the sub-funds on behalf of its following clients, each of which is an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, CMS and the companies which are members of the
|
||
same group of CMS to the best knowledge and belief of Bosera Asset Management.
|
||
Name of the sub-funds to
|
||
which the Offer Shares will be
|
||
allocated
|
||
Whether any investor holds 30%
|
||
or more interests in the sub-fund
|
||
(Y/N)
|
||
Ultimate Beneficiay
|
||
Owner Shareholding %
|
||
Bosera Hong Kong Equity Plus
|
||
Fund (SFC authorised collective
|
||
investment schemes)
|
||
N N/A N/A
|
||
Bosera Global Select Equity Fund
|
||
SP (not SFC-authorised collective
|
||
investment schemes)
|
||
Y Zhang Lei ( ੵཤ) 53.67%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
3. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public
|
||
offerings ( “IPOs”) in Hong Kong. However, PRC investors are permitted to invest in products issued by
|
||
appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In
|
||
connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates,
|
||
may participate in Hong Kong IPOs either as placees or cornerstone investors (the “Cross-border
|
||
Derivatives Trading Regime ”).
|
||
Huatai Securities Co., Ltd. ( “HTSC”), the A shares of which are listed on the Shanghai Stock Exchange
|
||
(stock code: 601688), the H shares of which are listed on the Stock Exchange (stock code: 6886), and the
|
||
global depositary receipts of which are listed on the London Stock Exchange (LON: HTSC), is one of the
|
||
domestic securities firms licensed to undertake cross-border derivatives trading activities. HTSC entered into
|
||
an ISDA agreement (the “ISDA Agreement ”) with its indirectly wholly-owned subsidiary, HTCI, to set out
|
||
the principal terms of any future total return swap between HTSC and HTCI.
|
||
HTFH is a non-syndicate distributor and the Connected Distributor. Pursuant to the ISDA Agreement, HTCI,
|
||
which intends to participate in the International Offering as a placee, will hold the beneficial interest of the
|
||
Offer Shares on a nondiscretionary basis as the single underlying holder under a back-to-back total return
|
||
swap (the “HT Back-to-back TRS ”) to be entered by HTCI in connection with Huatai TRS (as defined
|
||
below) order placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate
|
||
Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full
|
||
economic exposure of the Offer Shares ultimately to the Huatai Ultimate Clients, which in effect, HTCI will
|
||
hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients. HTFH and HTCI are
|
||
indirectly wholly-owned subsidiaries of HTSC. Accordingly, HTCI is considered as a “connected clients ” of
|
||
Huatai pursuant to paragraph 1B(7) of the Placing Guidelines.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investor (the “Huatai Ultimate
|
||
Clients ”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by
|
||
domestic securities firms licenced to undertake cross-border derivatives trading activities, such as HTSC,
|
||
with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai
|
||
Ultimate Clients will, through its investment manager, place a total return swap order (the “Huatai TRS ”)
|
||
with HTSC in connection with the Company ’s IPO and HTSC will place a HT Back-to-back TRS order to
|
||
HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the HT Back-to-back TRS,
|
||
HTCI participates in the Company ’s IPO and subscribes for the Offer Shares through placing order with
|
||
HTFH during the International Offering.
|
||
The Huatai Ultimate Clients for purpose of this placing subscription are certain investment funds managed by
|
||
Shanghai Gaoyi Asset Management Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ (Υ
|
||
ྫ)) on a discretionary basis, as follows:
|
||
Name of the Huatai Ultimate Clients
|
||
Ultimate beneficial
|
||
owner(s) holding 30%
|
||
or more interest in
|
||
the fund managers
|
||
and limited partnerships
|
||
(if any)
|
||
ږGaoyi Guolu Xinyuan Private Equity
|
||
Investment Fund)
|
||
NA
|
||
˄ජ৷ᆇ 1 ږJintaiyang Gaoyi Guolu No. 1 Chongyuan
|
||
Fund)
|
||
NA
|
||
ږGaoyi Liwei Selected Weishi Fund) NA
|
||
To the best of knowledge of HTCI and after making all reasonable enquiries, the Huatai Ultimate Clients are
|
||
independent third parties of (i) the Company, its connected person or the associates thereof, and (ii) HTCI,
|
||
and the companies which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the HT Back-to-back TRS in
|
||
connection with the Huatai TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the
|
||
contracts of the HT Back-to-back TRS and the Huatai TRS, during the tenor of the HT Back-to-back TRS and
|
||
the Huatai TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be
|
||
ultimately passed to the Huatai Ultimate Clients through the HT Back-to-back TRS and the Huatai TRS and
|
||
all economic loss shall be ultimately borne by the Huatai Ultimate Clients. HTCI will not take any economic
|
||
return or bear any economic loss in relation to the Offer Shares, save as customary fees and commissions.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
Investment in the HT Back-to-back TRS and the Huatai TRS is similar to the investment in a qualified
|
||
domestic institutional investor fund ( “QDII”) in the way that the Huatai Ultimate Clients would reap all
|
||
the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the
|
||
exchange rate exposure on both the notional value of the investment and the profit and loss of the investment.
|
||
In contrast, the profit and loss of the HT Back-to-back TRS and the Huatai TRS factor into account the
|
||
fluctuation in RMB exchange rate upon termination of the Huatai TRS by converting the profit and loss using
|
||
the current exchange rate at the time of termination. As such, the Huatai Ultimate Clients would bear the
|
||
exchange rate exposure of the profit and loss on settlement date.
|
||
The Huatai Ultimate Clients may exercise an early termination right to terminate the Huatai TRS at any
|
||
time from the issue date of the Huatai TRS which should be on or after the date on which the Offer Shares
|
||
are listed on the Stock Exchange at their own discretions. Upon the termination upon maturity or early
|
||
termination of the Huatai TRS by the Huatai Ultimate Clients, HTCI will dispose of the Offer Shares on the
|
||
secondary market and the Huatai Ultimate Clients will receive a final settlement amount in cash in accordance
|
||
with the terms and conditions of the HT Back-to-back TRS and the Huatai TRS which should have taken into
|
||
account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the
|
||
Huatai TRS, the Huatai Ultimate Clients intend to extend the investment period, subject to further agreement
|
||
between HTSC and the relevant Huatai Ultimate Clients, the term of the Huatai TRS could be extended by
|
||
way of a new issuance or a tenor extension. Accordingly, HTSC will extend the term of the HT Back-to-back
|
||
TRS by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the Huatai Ultimate Clients, being an onshore clients who places Huatai
|
||
TRS orders with HTSC in connection with the IPO of the Company. HTCI will not exercise the voting rights
|
||
of the Offer Shares during the tenor of the HT Back-to-back TRS.
|
||
During the life of the Huatai TRS and HT Back-to-back TRS, HTCI may continue to hold the Offer Shares
|
||
in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock
|
||
borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock
|
||
borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability
|
||
to call back the Offer Shares on loan at any time in order to satisfy its obligations under the HT Back-to-back
|
||
TRS to ensure the economic interests are ultimately passed to the Huatai Ultimate Clients.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the Connected
|
||
Client (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering (Note 1)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the Global
|
||
Offering (Note 1)
|
||
4. It is proposed that GTJA Investments participates as placee to subscribe for the Offer Shares under the
|
||
International Offering (the “GTJAI Subscription ”). GTJA Investments is a member of the same group of
|
||
companies as GTJA Securities, a non-syndicate broker, and is considered as a connected client of GTJA
|
||
Securities pursuant to paragraph 1B(7) of the Placing Guidelines. In relation to the GTJAI Subscription,
|
||
GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of several
|
||
sets of back-to-back total return swap transaction (the “GTHT Back-to-back TRS ”) to be entered into
|
||
between GTJA Investments and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent ”) in
|
||
connection with several total return swap orders (the “GTHT Client TRS ”) to be entered into by GTHT
|
||
Onshore Parent and several ultimate clients (the “GTHT Onshore Ultimate Clients ”), respectively. Such
|
||
GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Clients. GTJA Investments will
|
||
hold the Offer Shares on a non-discretionary basis for the purpose of hedging the economic exposure under
|
||
the GTHT Back-to-back TRS and GTHT Client TRS only. During the tenor of the GTHT Client TRS, all
|
||
economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and all economic
|
||
losses shall be borne by the GTHT Onshore Ultimate Clients, subject to the terms and conditions of the
|
||
GTHT Back-to-back TRS and GTHT Client TRS, and GTJA Investments will not take part in any economic
|
||
return or bear any economic loss in relation to the price of the Offer Shares. The GTHT Onshore Ultimate
|
||
Clients may request to redeem the Offer Shares at their own discretion, upon which GTJA Investments
|
||
shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in
|
||
accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents.
|
||
Due to its internal policy, GTJA Investments will not exercise the voting right attaching to the Offer Shares
|
||
during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJA Investments after due enquiry, the GTHT Onshore
|
||
Ultimate Clients and their respective ultimate beneficial owners holding 30% or more interest include:
|
||
Name of GTHT Onshore Ultimate Clients
|
||
Limited Partner/
|
||
Shareholders holding
|
||
30% or more in the
|
||
GTHT Onshore
|
||
Ultimate Clients
|
||
ʮ̡ (Shenzhen Qianhai Hanrong
|
||
Private Equity Securities Fund Management Co., Ltd.), whose capacity is an
|
||
investor, instead of a fund manager
|
||
ڥLin Guangliang)
|
||
ሊྐྵ઼ঘ 1 ږ
|
||
Weining Qihang No. 1 Private Securities Investment Fund)
|
||
ᄎԃᏹ(Liu Yutao)
|
||
ږ
|
||
Weining Jujiao Private Securities Investment Fund)
|
||
NA
|
||
ږ
|
||
Weining Jujiao Private Securities Investment Fund)
|
||
NA
|
||
ྗ 1 ྌ
|
||
(CICC Jinjia No.1 Collective Asset Management Plan)
|
||
NA
|
||
Ӹཷ 25 ږ
|
||
Roadshow Xunlu No.25 Private Equity Investment Fund)
|
||
(Wang Mengrong)
|
||
ޮ70 ږ
|
||
Yinwan Quanying No.70 Private Securities Investment Fund)
|
||
Ὃ(Ling Chen)
|
||
ޮ70 ږ
|
||
Yinwan Quanying No.70 Private Securities Investment Fund)
|
||
൬ⅳ(Bin Fei)
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
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 February 27, 2026 issued by Shenzhen
|
||
Zhaowei Machinery & Electronics Co., Ltd. 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, the Sponsor-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 – Hong Kong Underwriting Agreement – Grounds for Termination ” in the Prospectus
|
||
at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
|
||
March 9, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, the number of the H Shares to be held
|
||
by the public represents approximately 10% of the total issued share capital of the Company, the
|
||
Company will therefore satisfy the public float requirement as required under Rule 19A.13A(2)(a)
|
||
of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the H Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$71.28 per H Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) the
|
||
Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule
|
||
8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not hold more than
|
||
50% of the H Shares held in public hands at the time of Listing, in compliance with Rules 8.08(3)
|
||
and 8.24 of the Listing Rules; (iii) no placee will, individually, be placed more than 10% of the
|
||
enlarged issued share capital of the Company immediately after the Global Offering; and (iv) there
|
||
will not be any new substantial Shareholder (as defined in the Listing Rules) immediately after the
|
||
Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, March 9,
|
||
2026 (Hong Kong time), 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 the H Shares on the basis of publicly available allocation details
|
||
prior to the receipt of H Share certificates or prior to the H 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 Monday,
|
||
March 9, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Monday, March 9, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
|
||
be 2692.
|
||
By Order of the Board
|
||
Shenzhen Zhaowei Machinery & Electronics Co., Ltd.
|
||
Mr. Li Haizhou
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, March 6, 2026
|
||
As of the date of this announcement, the Board comprises (i) Mr. Li Haizhou, Ms. Xie Yanling,
|
||
Mr. Ye Shubing and Mr. Li Ping as executive directors, (ii) Mr. Lu Zhiqiang as an employee
|
||
representative director and (iii) Ms. Guo Xinmei, Dr. Zhou Changjiang and Mr. Lin Sen as
|
||
independent non-executive directors.
|