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hk-ipo/data/extracted_text/02692/allotment_results_2026-03-06_2026030601575.txt
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--- page 1 ---
1
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 does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
subscribe for securities in the United States or any other jurisdictions. The Offer Shares 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 any applicable state securities laws, and may not be offered, sold, pledged or transferred within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act
(the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the
U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in
accordance with Regulation S. There will be no public offering of the Offer Shares in the United States.
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 (the “Prospectus ”) issued by Shenzhen Zhaowei Machinery & Electronics Co., Ltd. ( ଉέ̹Ί
ʮ̡ ) (the “Company ”) for detailed information about the Global Offering described below before
deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the
Offer Shares should be taken solely in reliance on the information in the Prospectus. The Company has not been and
will not be registered under the U.S. Investment Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the Prospectus.
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
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, March 9, 2026).
--- page 2 ---
2
Shenzhen Zhaowei Machinery & Electronics Co., Ltd.
ʮ̡
(a joint stock company incorporated in the People s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the
Global Offering
: 26,748,300 H Shares
Number of Hong Kong Offer Shares : 2,674,900 H Shares (subject to reallocation)
Number of International Offer Shares : 24,073,400 H Shares (subject to
reallocation)
Final Offer Price : HK$71.28 per H Share, plus brokerage of
1%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
(payable in full on application and subject
to refund)
Nominal value : RMB1.0 per H Share
Stock code : 2692
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators and Joint Bookrunners
Overall Coordinators, Joint Global Coordinators and Joint Bookrunners
Joint Bookrunners
--- page 3 ---
3
SHENZHEN ZHAOWEI MACHINERY & ELECTRONICS CO., LTD.
ʮ̡
ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
meanings as those defined in the prospectus dated February 27, 2026 (the “Prospectus ”) issued by
Shenzhen Zhaowei Machinery & Electronics Co., Ltd. (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 2692
Stock short name ZHAOWEI
Dealings commencement date March 9, 2026*
* see note at the end of the announcement
Price Information
Final Offer Price HK$71.28
Maximum Offer Price HK$73.68
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares 26,748,300
Number of Offer Shares in Hong Kong Public Offering 2,674,900
Number of Offer Shares in International Offering 24,073,400
Number of issued Shares upon Listing 267,482,700
Proceeds
Gross proceeds (Note) HK$1,906.62 million
Less: Estimated listing expenses payable based on Final
Offer Price HK$ (78.89) million
Net proceeds HK$1,827.73 million
Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For details of the use of proceeds,
please refer to the Prospectus dated February 27, 2026.
--- page 4 ---
4
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERRING
No. of valid applications 180,292
No. of successful applications 23,940
Subscription level 1,536.76 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Hong Kong
Public Offering
2,674,900
Final no. of Offer Shares under the Hong Kong Public
Offering
2,674,900
% of Offer Shares under the Hong Kong Public Offering to
the Global Offering
10.00%
Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to
www.hkeipo.hk/IPOResult to perform a search by name or identification number or www.hkeipo.hk/IPOResult
for the full list of allottees.
INTERNATIONAL OFFER
No. of placees 75
Subscription Level 13.40 times
No. of Offer Shares initially available under the International
Offering
24,073,400
% of Offer Shares under the International Offer to the Global
Offering
90%
The Directors confirm that, to the best of their knowledge, information and belief, (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, 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, 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.
--- page 5 ---
5
The placees in the International Offer include the following:
Cornerstone Investors
Investor
No. of
Offer Shares
Allocated
% of
Offer Shares
(Note 1)
% of total
issued share
capital after
the Global
Offering
(Note 2)
Existing
shareholders
or their close
associates
HHLRA 1,644,800 6.15% 0.61% No
Mirae Asset Securities HK 548,200 2.05% 0.20% No
Perseverance Asset Management 657,900 2.46% 0.25% No
Da Cheng International 383,700 1.43% 0.14% No
GF Fund HK 328,900 1.23% 0.12% No
Oakwise Growth Fund 548,200 2.05% 0.20% No
Jump Trading 328,900 1.23% 0.12% No
VVC Technology 219,300 0.82% 0.08% No
FMF 219,300 0.82% 0.08% No
Taihu Golden Valley 548,200 2.05% 0.20% No
Topstar Worldwide 474,000 1.77% 0.18% No
Virtues Capital and China Securities (International)
Investment Company Limited (in connection with
the OTC Swaps)
438,600 1.64% 0.16% No
Hengbang and China Galaxy International
Investment Company Limited (in connection
with the Hengbang OTC Swaps)
312,800 1.17% 0.12% No
W Investment 394,700 1.48% 0.15% No
BeingBoom Capital 328,900 1.23% 0.12% No
Mr. He Maoling 328,900 1.23% 0.12% No
Mr. Luo Jie 328,900 1.23% 0.12% No
Bridge Zone Group 271,400 1.01% 0.10% No
CMBC International 274,100 1.02% 0.10% No
RIME 280,500 1.05% 0.10% No
Main Source Capital 280,500 1.05% 0.10% No
Total 9,140,700 34.17% 3.42%
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. 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.
--- page 6 ---
6
Allottees with Waivers/Consents Obtained
Investor
No. of
shares
allocated
% of
offer shares
(Note 1)
% of total
issued share
capital after
the Global
Offering
(Note 2) Relationship*
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
further H Shares to certain Cornerstone Investors and/or their close associates (Note 3 and 4)
HHLRA 1,644,800 6.15% 0.61% Same entity as
Cornerstone Investor
Mirae Asset Securities HK 1,206,200 4.51% 0.45% Same entity as
Cornerstone Investor
Perseverance Asset Management 625,000 2.34% 0.23% Same entity as
Cornerstone Investor
Da Cheng International 307,000 1.15% 0.11% Same entity as
Cornerstone Investor
GF Fund HK 657,900 2.46% 0.25% Same entity as
Cornerstone Investor
Oakwise Growth Fund 548,200 2.05% 0.20% Same entity as
Cornerstone Investor
Jump Trading 328,900 1.23% 0.12% Same entity as
Cornerstone Investor
VVC Technology 263,100 0.98% 0.10% Same entity as
Cornerstone Investor
FMF 219,300 0.82% 0.08% Same entity as
Cornerstone Investor
Virtues Capital and China Securities
(International) Investment Company
Limited (in connection with the OTC
Swaps)
347,300 1.30% 0.13% Same entity as
Cornerstone Investor
Hengbang and China Galaxy International
Investment Company Limited (in
connection with the Hengbang OTC
Swaps)
312,800 1.17% 0.12% Same entity as
Cornerstone Investor
Shenzhen Qianhai Hanrong Private Equity
Securities Fund Management Co., Ltd.
(ࠢ
ʮ̡) (“Qianhai Hanrong ”) (Note 5)
383,700 1.43% 0.14% A close associate of a
Cornerstone Investor,
W Investment
--- page 7 ---
7
Investor
No. of
shares
allocated
% of
offer shares
(Note 1)
% of total
issued share
capital after
the Global
Offering
(Note 2) Relationship*
BeingBoom Capital 285,100 1.07% 0.11% Same entity as
Cornerstone Investor
Mr. He Maoling 328,900 1.23% 0.12% Same entity as
Cornerstone Investor
Mr. Luo Jie 164,400 0.61% 0.06% Same entity as
Cornerstone Investor
Bridge Zone Group 271,400 1.01% 0.10% Same entity as
Cornerstone Investor
CMBC International 274,100 1.02% 0.10% Same entity as
Cornerstone Investor
Rime 224,400 0.84% 0.08% Same entity as
Cornerstone Investor
Mr. Xue Shouguang ( ᑡςΈ) 280,500 1.05% 0.10% A close associate of
a Cornerstone
Investor,
Main Source
Capital
Allotees 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 connected clients (Note 6)
Bosera Asset Management (International)
Co., Limited ( “Bosera Asset
Management ”)
110,000 0.41% 0.04% Connected client
as a placee
Huatai Capital Investment Limited ( “HTCI”) 187,500 0.70% 0.07% Connected client as a
placee
Guotai Junan Investments (Hong Kong)
Limited ( “GTJA Investments ”)
383,700 1.43% 0.14% Connected client
as a placee
--- page 8 ---
8
Investor
No. of
shares
allocated
% of
offer shares
(Note 1)
% of total
issued share
capital after
the Global
Offering
(Note 2) Relationship*
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. 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.
3. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
Results Details International Offering Cornerstone Investors ” in this announcement. For details of the
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
of further H Shares to the Cornerstone Investors, please refer to the section headed “Others/Additional
Information 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 ” in this announcement.
4. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
Results Details { International Offering { Cornerstone Investors ” in this announcement.
5. Qianhai Hanrong and Guotai Haitong Securities Co., Ltd. will enter into cross border delta-one OTC equity
swap transaction for the purpose of subscription of the Offer Shares in the amount of USD3,500,000. For the
details of GTHT Client TRS, please refer to the section headed “Others/Additional Information { Placing to
connected clients with a consent under paragraph 1C(1) of the Placing Guidelines ”.
6. For details of the 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 connected clients, please refer to the section headed
“Others/Additional Information { Placing to connected clients with a consent under paragraph 1C(1) of the
Placing Guidelines ” in this announcement.
--- page 9 ---
9
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
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
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
indicated date.
--- page 10 ---
10
Cornerstone Investors
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.