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.
2293 lines
89 KiB
Plaintext
2293 lines
89 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
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated April 9, 2026 (the “Prospectus”) of Gpixel Changchun
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Microelectronics Inc. (ʮ̡) (the “Company”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for any securities. This announcement is not a prospectus. Potential investors should
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read the Prospectus for detailed information about the Global Offering described below before deciding
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whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be
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taken solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not, and is not intended to, constitute or form a part of any offer to sell or
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solicitation to purchase or subscribe for any securities in the United States or in any other jurisdiction. The
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Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
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from time to time (the “U.S. Securities Act”) or any securities law of any state or other jurisdiction of the
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United States and may not be offered, sold, pledged, or otherwise transferred within the United States, except
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pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
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Securities Act and in compliance with any applicable state securities laws. There will be no public offer of
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the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the United
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States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, CLSA Limited as stabilizing manager (the “Stabilizing Manager”),
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its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view
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to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager,
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its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will
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be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting
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for it and may be discontinued at any time. Any such stabilization activity is required to be brought to an
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end on Thursday, May 14, 2026, being the 30th day after the last date for lodging of applications under the
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Hong Kong Public Offering. Such stabilization action, if taken may be effected in all jurisdictions where it is
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permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements,
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including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as
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amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the H
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Shares for longer than the stabilisation period which begins on the Listing Date, and is expected to expire on
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Thursday, May 14, 2026, the 30th day after the last day for the lodging of applications under the Hong Kong
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Public Offering. After this date, no further stabilizing action may be taken, demand for the H Shares, and
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therefore the price of the H Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions
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set out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong
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Kong and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint
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Sponsors and the Overall-Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
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in their sole and absolute discretion may, by notice in writing to the Company, terminate the Hong
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Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
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“Underwriting — Underwriting Arrangements and Expenses — the Hong Kong Public Offering — Grounds
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for Termination” in the Prospectus at any time at or prior to 8:00 a.m. on the Listing Date.
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--- page 2 ---
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– 2 –
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Gpixel Changchun Microelectronics Inc.
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長春長光辰芯微電子股份有限公司
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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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: 65,294,200 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 6,529,500 H Shares
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Number of International Offer Shares : 58,764,700 H Shares (subject to the
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Over-allotment Option)
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Offer Price : HK$39.88 per H Share plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, AFRC transaction levy
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of 0.00015% and Hong Kong Stock
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Exchange trading fee of 0.00565%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 3277
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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– 3 –
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Gpixel Changchun Microelectronics Inc.
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長春長光辰芯微電子股份有限公司
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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
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same meanings as those defined in the prospectus dated April 9, 2026 (the “Prospectus”)
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issued by Gpixel Changchun Microelectronics Inc. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of
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Shareholders, H Shareholders and prospective investors should be aware that the
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price of the H Shares could move substantially even with a small number of H Shares
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traded and should exercise 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 3277
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Stock short name GPIXEL
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Dealings commencement date April 17, 2026*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$39.88
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of Over-
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allotment Option)
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65,294,200
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Final Number of Offer Shares in Hong Kong Public
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Offering
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6,529,500
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Final Number of Offer Shares in International Offering
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(before exercise of the Over-allotment Option)
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58,764,700
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Number of issued shares upon Listing (before exercise of
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Over-allotment Option)
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435,294,200
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--- page 4 ---
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– 4 –
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Over-allocation
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Number of Offer Shares over-allocated 9,794,100
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— International Offering 9,794,100
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$2,603.9 million
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Less: Estimated listing expenses payable based on
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Offer Price
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HK$(100.4) million
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Net proceeds HK$2,503.6 million
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive assuming the
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Over-allotment Option is not exercised. For details of the use of proceeds, please refer to the
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section headed “Future Plans and Use of Proceeds” of the Prospectus.
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The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment
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Option (if any) for the purposes as set out in the section headed “Future Plans and Use of
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Proceeds” of the Prospectus on a pro rata basis.
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--- page 5 ---
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– 5 –
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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Number of valid applications 266,501
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Number of successful applications 45,516
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Subscription level 1,138.21 times
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Claw-back triggered No
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Number of Offer Shares initially available under the Hong
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Kong Public Offering
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6,529,500
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Final number of Offer Shares under the Hong Kong Public
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Offering
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6,529,500
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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 Hong Kong Public Offering, investors can
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refer to http://www.hkeipo.hk/iporesult to perform a search by name or identification number or
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http://www.hkeipo.hk/iporesult for the full list of allottees.
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--- page 6 ---
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– 6 –
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INTERNATIONAL OFFERING
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Number of placees 172
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Subscription Level 22.69 times
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Number of Offer Shares initially available under the
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International Offering
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58,764,700
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Final number of Offer Shares under the International
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Offering (before exercise of the Over-allotment Option)
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58,764,700
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% of Offer Shares under the International Offering to the
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Global Offering
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief,
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save for a waiver from strict compliance with Rule 10.04 of the Listing Rules, consents
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under paragraphs 1C(1) and 1C(2) of Appendix F1 to the Listing Rules (the “Placing
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Guidelines”) and Chapter 4.15 of the Guide for New Listing Applicants (“Listing Guide”)
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granted by the Stock Exchange to permit the Company to, among other things, place
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certain H Shares in the International Offering to close associates of existing Shareholders,
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Cornerstone Investors and/or their close associates, and connected clients, (i) none of
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the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of
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its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the
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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
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or their respective close associates in relation to the acquisition, disposal, voting or other
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disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 7 ---
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– 7 –
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor Note 1
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Number of
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Offer
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Shares
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allocated
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% of Offer
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Shares Note 2
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% of total H
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Shares after
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the Global
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Offering Note 2
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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 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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CPE Peepal Investment Limited
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(“CPE Peepal”) Note 3
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2,945,900 4.51% 1.01% 0.68% No
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HHLR Advisors, Ltd.
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(“HHLRA”) Note 3
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2,945,900 4.51% 1.01% 0.68% No
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UBS Asset Management
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(Singapore) Ltd. (“UBS AM
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Singapore”) Note 3
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2,945,900 4.51% 1.01% 0.68% No
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Arc Avenue Asset Management
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Pte. Ltd. (“Arc Avenue”) Note 3
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1,963,900 3.01% 0.67% 0.45% No
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Boyu Capital Management
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(Singapore) Pte. Ltd.
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(“Boyu”) Note 3&4
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1,963,900 3.01% 0.67% 0.45% No
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Fullgoal Asset Management (HK)
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Limited (“Fullgoal HK”) Notes 3&5
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655,900 1.00% 0.23% 0.15% No
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Fullgoal Fund Management Co.,
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Ltd. (“Fullgoal Fund”) Notes 3&5
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1,308,000 2.00% 0.45% 0.30% No
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GF International Investment
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Management Limited (“GF Fund
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HK”) Note 3
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785,500 1.20% 0.27% 0.18% No
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GF Fund Management Co., Ltd.
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(“GF Fund Management”) Note 3
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1,178,300 1.80% 0.40% 0.27% No
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Shanghai Greenwoods Asset
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Management Co., Ltd. (“Shanghai
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Greenwoods”) and Huatai Capital
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Investment Limited (“HTCI”)
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(in connection with Greenwoods
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OTC Swaps) Notes 3&7
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1,112,000 1.70% 0.38% 0.26% No
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--- page 8 ---
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– 8 –
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Investor Note 1
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Number of
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Offer
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Shares
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allocated
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% of Offer
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Shares Note 2
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% of total H
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Shares after
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the Global
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Offering Note 2
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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 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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Greenwoods Asset Management
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Hong Kong Limited (“HK
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Greenwoods”) Note 3
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851,900 1.30% 0.29% 0.20% No
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Mirae Asset Securities (HK)
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Limited (“Mirae HK”) Note 3
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1,963,900 3.01% 0.67% 0.45% No
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Perseverance Asset Management
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International (Singapore) Pte.
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Ltd. (“Perseverance Asset
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Management”) Note 3
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1,963,900 3.01% 0.67% 0.45% No
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Yield Royal Investment Holding
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(Singapore) PTE. LTD. (“Yield
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Royal Investment”) Note 3
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1,472,900 2.26% 0.51% 0.34% No
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3W Fund Management Limited
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(“3W Fund”) Note 3
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981,900 1.50% 0.34% 0.23% No
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Eastern Bell Capital VIII
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Investment Limited (“Eastern
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Bell Capital VIII”) Note 3
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981,900 1.50% 0.34% 0.23% No
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ICBC Wealth Management Co.,
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Ltd. (“ICBC Wealth”) Notes 3 & 8
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981,900 1.50% 0.34% 0.23% No
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Protium Capital Limited Note 3 981,900 1.50% 0.34% 0.23% No
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SCC Foresight Ventures Ltd. Note 3 314,200 0.48% 0.11% 0.07% No
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Voyage42 Master Fund Note 3 667,700 1.02% 0.23% 0.15% No
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WT Asset Management Limited
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(“WT Asset Management”) Note 3
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981,900 1.50% 0.34% 0.23% No
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E Fund Management (Hong Kong)
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Co., Ltd. (“E Fund HK”) Note 3
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490,900 0.75% 0.17% 0.11% No
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E Fund Management Co., Ltd.
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(“E Fund Management”) Note 3
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98,100 0.15% 0.03% 0.02% No
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China Asset Management Co.,
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Ltd. (“China AMC”) Notes 3&6
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392,700 0.60% 0.13% 0.09% No
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--- page 9 ---
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– 9 –
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Investor Note 1
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Number of
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Offer
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Shares
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allocated
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% of Offer
|
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Shares Note 2
|
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% of total H
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Shares after
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the Global
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Offering Note 2
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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 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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Cithara Global Multi-Strategy
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SPC — Disruptive Innovation
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Investment Fund SP (“Cithara
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Fund”) Note 3
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392,700 0.60% 0.13% 0.09% No
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Panjing Harbourview Investment
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Fund (“Panjing Fund”) Note 3
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392,700 0.60% 0.13% 0.09% No
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Value Partners Hong Kong
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Limited Note 3
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343,600 0.53% 0.12% 0.08% No
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Value Partners Limited Note 3 49,000 0.08% 0.02% 0.01% No
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China Orient International Asset
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Management Limited — China
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Orient Multi-Strategy Master Fund
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(“China Orient Multi-Strategy
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Master Fund”) Note 3
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340,000 0.52% 0.12% 0.08% No
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China Merchants Securities
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Investment Management (Hong
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Kong) Company Limited
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(“CMSIM”) Note 3
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196,300 0.30% 0.07% 0.05% No
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Total 32,645,200 50.0% 11.21% 7.50%
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone
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Investors” of the Prospectus.
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2. Assuming the Over-allotment Option is not exercised.
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3. Only taking into account the Offer Shares allocated to the relevant investors as cornerstone investors
|
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under the Global Offering. In addition to the Offer Shares subscribed for as Cornerstone Investors,
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each of such investors and/or their respective close associates was allocated further Offer Shares
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as a placee in the International Offering. Please refer to the section headed “Allotment Results
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Details — International Offering Allotees with Waivers/Consents Obtained” in this announcement
|
||
for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-
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up as indicated below. For details, please refer to the section headed “Lock-up Undertakings —
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Cornerstone Investors” in this announcement.
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|
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--- page 10 ---
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– 10 –
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4. Supercluster Universe Limited, the entity entering into a cornerstone investment agreement with
|
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the Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares,
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is a controlled subsidiary of Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities
|
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Master Fund is an investment fund managed by Boyu.
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5. Each of Fullgoal HK and Fullgoal Fund has entered into a cornerstone investment agreement
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with the Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer
|
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Shares. Fullgoal HK is a wholly owned subsidiary of Fullgoal Fund, which is owned by Guotai
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Haitong Securities Co., Ltd. (stock code: 2611.HK/601211.SH) (“Guotai Haitong”) as to 27.775%.
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Guotai Junan Securities (Hong Kong) Limited (“GTJAS”), one of the Overall Coordinators and
|
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Underwriters of the Global Offering, is a subsidiary of Guotai Haitong. Haitong International
|
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Securities Company Limited (“HTIS”), a non-syndicate sub-broker in connection with the Global
|
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Offering, is also a subsidiary of Guotai Haitong. As advised by Fullgoal HK and Fullgoal Fund,
|
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each of Fullgoal HK and Fullgoal Fund is considered as a member of the same group of companies
|
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as GTJAS and HTIS and therefore is a “connected client” of GTJAS and HTIS for the purpose of
|
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paragraph 1B of the Placing Guidelines. For the consent under paragraph 1C(1) of the Placing
|
||
Guidelines granted by the Stock Exchange for the subscription of Offer Shares by a connected client
|
||
of GTJAS, please refer to the section headed “Waivers from Strict Compliance with the Listing
|
||
Rules - Consent in respect of the Proposed Subscription of Offer Shares by Connected Clients” of
|
||
the Prospectus. The Company has also applied to the Stock Exchange, and the Stock Exchange has
|
||
granted consent under paragraph 1C(1) of the Placing Guidelines in respect of the subscription of
|
||
Offer Shares by a connected client of HTIS.
|
||
6. China Asset Management (Hong Kong) Limited (“China AMC (HK)”), a wholly-owned subsidiary
|
||
of China AMC, has entered into a cornerstone investment agreement with the Company, the Joint
|
||
Sponsors, and the Overall Coordinators to subscribe for the Offer Shares. CLSA Limited, one of
|
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the Overall Coordinators and Underwriters of the Global Offering, is an indirect wholly-owned
|
||
subsidiary of CITIC Securities Company Limited. China AMC (HK) is a member of the same group
|
||
of companies as CLSA Limited and therefore is a “connected client” of CLSA Limited for the
|
||
purpose of paragraph 1B of the Placing Guidelines. For the consent under paragraph 1C(1) of the
|
||
Placing Guidelines granted by the Stock Exchange, please refer to the section headed “Waivers from
|
||
Strict Compliance with the Listing Rules - Consent in respect of the Proposed Subscription of Offer
|
||
Shares by Connected Clients” of the Prospectus.
|
||
7. HTCI, an indirectly wholly-owned subsidiary of Huatai Securities Co., Ltd. (“Huatai Securities”),
|
||
has entered into a cornerstone investment agreement with the Company, the Joint Sponsors, and the
|
||
Overall Coordinators to subscribe for the Offer Shares in connection with the Greenwoods OTC
|
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Swaps. Huatai Financial Holdings (Hong Kong) Limited (“HTFH”), a non-syndicate sub-broker
|
||
in connection with the Global Offering, is also a subsidiary of Huatai Securities. HTCI is a member
|
||
of the same group of companies as HTFH, and therefore is a “connected client” of HTFH for
|
||
the purpose of paragraph 1B of the Placing Guidelines. The Company has applied to the Stock
|
||
Exchange, and the Stock Exchange has granted consent under paragraph 1C(1) of the Placing
|
||
Guidelines.
|
||
8. For the purpose of participation in the International Offering as a cornerstone, ICBC Wealth, has
|
||
engaged GF Securities Asset Management (Guangdong) Co., Ltd. ( ᄿ೯ᗇՎ༟ପ၍ଣ(؇)Ϟ
|
||
ʮ̡ ) (“GF Securities”), to subscribe for and hold such Offer Shares on a non-discretionary
|
||
basis on behalf of ICBC Wealth. GF Securities is an independent third party of ICBC Wealth. GF
|
||
Securities is also a close associate of two Cornerstone Investors, namely, GF Fund Management
|
||
and GF Fund HK, as they are all subsidiaries of GF Securities Co., Ltd.
|
||
|
||
|
||
--- page 11 ---
|
||
– 11 –
|
||
Allotees with Waivers/Consents Obtained
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer
|
||
SharesNote 1
|
||
% of total H
|
||
Shares after
|
||
the Global
|
||
OfferingNote 1
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1 Relationship
|
||
Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2)
|
||
of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to subscription for H
|
||
Shares by existing Shareholders and/or their close associates Note 2
|
||
HTI FINANCIAL
|
||
SOLUTIONS
|
||
LIMITED (“HTIF”)
|
||
98,100 0.15% 0.03% 0.02% To subscribe for and hold the Offer
|
||
Shares under the International
|
||
Offering on behalf of Zhongke
|
||
Chuangxing Technology Investment
|
||
Co., Ltd. (Ҧҳ༟Ϟ
|
||
ʮ̡), a close associate of an
|
||
existing Shareholder, i.e. Zhongke
|
||
Chuangxing.
|
||
HTCI 1,374,700 2.11% 0.47% 0.32% To subscribe for and hold the Offer
|
||
Shares under the International
|
||
Offering on behalf of Ji’ao Qianheng
|
||
No.3 Private Equity Investment Fund
|
||
( ΛጬᑹЖɧӷᗇՎҳ༟ਿ
|
||
ږwhose fund manager is a close
|
||
associate of an existing Shareholder,
|
||
i.e. Jilin Yuanheng.
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer
|
||
SharesNote 1
|
||
% of total H
|
||
Shares after
|
||
the Global
|
||
OfferingNote 1
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1 Relationship
|
||
Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocation of further H Shares to Cornerstone Investors and/or their close associates Note 3
|
||
Fullgoal HK 510,600 0.78% 0.18% 0.12% A Cornerstone Investor
|
||
Fullgoal Fund 864,100 1.32% 0.30% 0.20% A Cornerstone Investor
|
||
China AMC (HK) 274,900 0.42% 0.09% 0.06% A Cornerstone Investor
|
||
CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”)
|
||
115,400 0.18% 0.04% 0.03% To subscribe and hold the Offer
|
||
Shares for a close associate of
|
||
Perseverance Asset Management, a
|
||
Cornerstone Investor Note 5
|
||
Perseverance Asset
|
||
Management
|
||
670,100 1.03% 0.23% 0.15% A Cornerstone Investor
|
||
HTCI 371,500 0.57% 0.13% 0.09% To subscribe and hold the Offer
|
||
Shares for Shanghai Greenwoods, a
|
||
Cornerstone Investor Note 6
|
||
HK Greenwoods 414,000 0.63% 0.14% 0.10% A Cornerstone Investor
|
||
3W Fund 196,300 0.30% 0.07% 0.05% A Cornerstone Investor
|
||
Boyu 785,500 1.20% 0.27% 0.18% Close associate of a Cornerstone
|
||
Investor Note 7
|
||
China Orient
|
||
International Asset
|
||
Management Limited
|
||
— China Orient
|
||
Enhanced Income
|
||
Fund
|
||
196,300 0.30% 0.07% 0.05% Close associate of a Cornerstone
|
||
Investor Note 8
|
||
Cithara Fund 98,100 0.15% 0.03% 0.02% A Cornerstone Investor
|
||
HHLRA 2,945,900 4.51% 1.01% 0.68% A Cornerstone Investor
|
||
ICBC Wealth 196,300 0.30% 0.07% 0.05% A Cornerstone Investor Note 9
|
||
Protium Capital
|
||
Limited
|
||
196,300 0.30% 0.07% 0.05% A Cornerstone Investor
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer
|
||
SharesNote 1
|
||
% of total H
|
||
Shares after
|
||
the Global
|
||
OfferingNote 1
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1 Relationship
|
||
SCC Foresight
|
||
Ventures Ltd.
|
||
196,300 0.30% 0.07% 0.05% A Cornerstone Investor
|
||
Voyage42 Master
|
||
Fund
|
||
196,400 0.30% 0.07% 0.05% A Cornerstone Investor
|
||
WT Asset
|
||
Management
|
||
196,300 0.30% 0.07% 0.05% A Cornerstone Investor
|
||
Richapple Resources
|
||
Limited
|
||
442,300 0.68% 0.15% 0.10% Close associate of a Cornerstone
|
||
Investor Note 10
|
||
Arc Avenue 785,500 1.20% 0.27% 0.18% A Cornerstone Investor
|
||
GF Fund HK 1,108,100 1.70% 0.38% 0.25% A Cornerstone Investor
|
||
GF Fund Management 266,600 0.41% 0.09% 0.06% A Cornerstone Investor
|
||
CSI 49,000 0.08% 0.02% 0.01% To subscribe and hold the Offer
|
||
Shares for a close associate of GF
|
||
Fund HK and GF Fund Management,
|
||
the Cornerstone Investors Note 11
|
||
GF Securities
|
||
Asset Management
|
||
(Guangdong) Co.,
|
||
Ltd. (ᄿ೯ᗇՎ༟ପ
|
||
၍ଣ(؇)ʮ̡)
|
||
(“GF Securities”)
|
||
5,000 0.01% 0.00% 0.00% Close associate of a Cornerstone
|
||
Investor Note11
|
||
Panjing Fund 98,100 0.15% 0.03% 0.02% A Cornerstone Investor
|
||
E Fund Management 68,700 0.11% 0.02% 0.02% A Cornerstone Investor
|
||
E Fund HK 343,700 0.53% 0.12% 0.08% A Cornerstone Investor
|
||
CPE Peepal 2,356,700 3.61% 0.81% 0.54% A Cornerstone Investor
|
||
Eastern Bell Capital
|
||
VIII
|
||
392,700 0.60% 0.13% 0.09% A Cornerstone Investor
|
||
Value Partners
|
||
Limited
|
||
98,100 0.15% 0.03% 0.02% A Cornerstone Investor
|
||
UBS AM Singapore 1,472,900 2.26% 0.51% 0.34% A Cornerstone Investor
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer
|
||
SharesNote 1
|
||
% of total H
|
||
Shares after
|
||
the Global
|
||
OfferingNote 1
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1 Relationship
|
||
Mirae HK 785,500 1.20% 0.27% 0.18% A Cornerstone Investor
|
||
Bosera Asset
|
||
Management
|
||
(International) Co.,
|
||
Limited (“Bosera
|
||
AM”)
|
||
196,300 0.30% 0.07% 0.05% Close associate of a Cornerstone
|
||
Investor Note 12
|
||
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 4
|
||
Part A — Connected Clients holding securities on a Discretionary Basis on behalf of Independent Third Parties
|
||
China AMC 274,900 0.42% 0.09% 0.06% A connected client of CLSA Limited
|
||
(“CLSA”)
|
||
CITIC Securities
|
||
Asset Management
|
||
Company Limited
|
||
(“CITIC Asset
|
||
Management”)
|
||
1,000 0.00% 0.00% 0.00% A connected client of CLSA
|
||
CITIC Securities
|
||
Asset Management
|
||
(HK) Limited
|
||
(“CITIC Asset
|
||
Management HK”)
|
||
1,000 0.00% 0.00% 0.00% A connected client of CLSA
|
||
Fullgoal HK 1,166,500
|
||
Note 13
|
||
1.78%
|
||
Note 13
|
||
0.41%
|
||
Note 13
|
||
0.27%
|
||
Note 13
|
||
Guotai Junan Securities (Hong
|
||
Kong) Limited (“GTJAS”) and
|
||
Haitong International Securities
|
||
Company Limited (“HTIS”)
|
||
Fullgoal Fund 2,172,100
|
||
Note 13
|
||
3.32%
|
||
Note 13
|
||
0.75%
|
||
Note 13
|
||
0.50%
|
||
Note 13
|
||
A connected client of GTJAS and
|
||
HTIS
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer
|
||
SharesNote 1
|
||
% of total H
|
||
Shares after
|
||
the Global
|
||
OfferingNote 1
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1 Relationship
|
||
China Southern Asset
|
||
Management Co., Ltd.
|
||
(“China Southern”)
|
||
294,500 0.45% 0.10% 0.07% A connected client of HTFH
|
||
Bosera AM 196,300 0.30% 0.07% 0.05% A connected client of CMB
|
||
International Securities Limited
|
||
(“CMBI”)
|
||
Part B — Connected Clients holding securities on a Non-Discretionary Basis on behalf of Independent Third Parties
|
||
CSI 566,800 0.87% 0.19% 0.13% A connected client of CLSA
|
||
HTIF 1,215,100 1.86% 0.42% 0.28% A connected client of GTJAS and
|
||
HTIS
|
||
HTCI 2,858,200
|
||
Note 14
|
||
4.38%
|
||
Note 14
|
||
0.98%
|
||
Note 14
|
||
0.66%
|
||
Note 14
|
||
A connected client of HTFH
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. The Stock Exchange has granted a waiver from strict compliance with the requirements under Rule
|
||
10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines to permit
|
||
Offer Shares be placed the above placees who are close associates of certain existing Shareholders.
|
||
Please refer to the section headed “Others/Additional Information — Placing to close associates of
|
||
existing Shareholders with a waiver from the strict compliance with Rule 10.04 of the Listing Rules
|
||
and a prior consent under paragraph 1C(2) of the Placing Guidelines” in this announcement.
|
||
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 Chapter 4.15 of the Guide for New
|
||
Listing Applicants in relation to allocations of further Shares to Cornerstone investors and/or their
|
||
close associates, please refer to the section headed “Others/Additional Information — Allocations
|
||
of Offer Shares to Cornerstone Investors and/or their close associates with consent under Chapter
|
||
4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
4. For details of the consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations
|
||
to connected clients, please refer to the section headed “Others/Additional Information — Placing
|
||
to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines” in this
|
||
announcement.
|
||
5. CSI proposes to subscribe for and hold the Offer Shares as a placee under the International
|
||
Offering on behalf of certain ultimate clients, including certain funds where Shanghai Gaoyi
|
||
Asset Management Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ(Υྫ) )
|
||
(“Shanghai Gaoyi”) acts as the fund manager for such funds. Shanghai Gaoyi is a close associate
|
||
of a Cornerstone Investor, namely, Perseverance Asset Management.
|
||
6. HTCI proposes to subscribe for and hold the Offer Shares as a placee under the International
|
||
Offering on behalf of certain ultimate clients, including certain funds where Shanghai Greenwoods
|
||
acts as the fund manager for such funds. Shanghai Greenwoods also in its capacity is the fund
|
||
manager of certain investment funds as a Cornerstone Investor through the TRS mechanism.
|
||
7. Boyu acts as a fund manager of Boyu Capital Opportunities Master Fund, which is a controlling
|
||
entity of Supercluster Universe Limited, a Cornerstone Investor. Boyu is a close associate of
|
||
Supercluster Universe Limited.
|
||
8. China Orient International Asset Management Limited as the fund manager of the Cornerstone
|
||
Investor, namely China Orient Multi-Strategy Master Fund, acts as the fund manager of the placee.
|
||
9. For the purpose of participation in the International Offering as a placee, ICBC Wealth, a
|
||
Cornerstone Investor, has engaged various asset managers that are qualified domestic international
|
||
investors as approved by the relevant PRC authority, to subscribe for and hold such Offer Shares on
|
||
a non-discretionary basis on behalf of ICBC Wealth. Each of such asset managers is an independent
|
||
third party of ICBC Wealth.
|
||
Among these asset managers which are qualified domestic international investors subscribing for
|
||
Offer Shares for ICBC Wealth, GF Securities is a close associate of two Cornerstone Investors,
|
||
namely, GF Fund Management and GF Fund HK, as they are all subsidiaries of GF Securities
|
||
Co., Ltd. The Company has applied to the Stock Exchange, and the Stock Exchange has granted
|
||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocation of further H Shares to Cornerstone Investors and/or their close associates.
|
||
10. Richapple Resources Limited is wholly owned by Chang Hongna (ࢆߎYield Royal Investment,
|
||
a Cornerstone Investor, is wholly owned by Gallantlion Resources PTE. LTD., which is also in turn
|
||
wholly owned by Chang Hongna (ࢆߎ.)
|
||
11. CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering
|
||
on behalf of certain ultimate clients, including a fund where GF Securities acts as the fund manager
|
||
for such funds. Further, GF Securities, in an agency capacity, subscribed for Offer Shares on behalf
|
||
of Shenwan Hongyuan Securities Co., Ltd., an independent third party. GF Securities is a close
|
||
associate of Cornerstone Investors, namely, GF Fund HK and GF Fund Management (the “GF
|
||
Cornerstone Investors”), as GF Securities and the GF Cornerstone Investors are all subsidiaries of
|
||
GF Securities Co., Ltd.
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
12. CMSIM is a wholly-owned subsidiary of China Merchants Securities International Company Limited
|
||
(“CMSI”). CMSI is a wholly-owned subsidiary of China Merchants Securities Co., Ltd.(“CMS”).
|
||
Bosera AM is owned by Bosera Asset Management Co., Limited (“Bosera”) and China Merchants
|
||
Fund Management Co., Ltd. (“China Merchants Fund”) as to 55% and 45%, respectively. CMS
|
||
is a controlling shareholder of Bosera holding 49% equity interests. CMS is also a controlling
|
||
shareholder of China Merchants Fund holding 45% equity interests. Bosera AM is considered as a
|
||
close associate of CMSIM.
|
||
13. Including all Offer Shares allocated to Fullgoal HK and Fullgoal Fund, being the connected clients
|
||
of CTJAS and HTIS, as placees and cornerstone investors.
|
||
14. Including all Offer Shares allocated to HTCI, being the connected client of HTFH, as a placee and
|
||
a cornerstone investor.
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
Unlisted
|
||
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
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
WANG Xinyang (“Dr. Wang”) Note 3 35,425,950 65,791,050 23.25% April 16, 2029
|
||
ZHANG Yanxia (“Dr. Zhang”) Notes 3&4 2,467,500 4,582,500 1.62% April 16, 2029
|
||
Zhuhai Yunchen Qixin Investment
|
||
Partnership (Limited Partnership)
|
||
(“Zhuhai Yunchen”) Note 5
|
||
18,480,000 34,320,000 12.13% April 16, 2027
|
||
Zhuhai Xuchen Qixin Investment
|
||
Partnership (Limited Partnership)
|
||
(“Zhuhai Xuchen”) Note 6
|
||
7,770,000 14,430,000 5.10% April 16, 2027
|
||
Total 64,143,450 119,123,550 42.10%
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. Unless otherwise stated, the expiry date of the lock-up period shown in the table above is pursuant
|
||
to the PRC Company Law. The required lock-up for the Controlling Shareholders ends on April 16,
|
||
2027, being one year following the Listing Date.
|
||
3. The expiry date of the lock-up period for Dr. Wang and Dr. Zhang is pursuant to a separate
|
||
undertaking from the same to have their Shares locked up for a period of 36 months following the
|
||
Listing Date. The required lock-up for Dr. Wang and Dr. Zhang ends on April 16, 2029.
|
||
4. Dr. Zhang is the spouse of Dr. Wang.
|
||
5. As of the Latest Practicable Date, Zhuhai Yunchen was held as to (i) approximately 0.01% by
|
||
Hangzhou Qixin Management Consulting Co., Ltd., as its general partner, an entity solely owned
|
||
and controlled by Dr. Wang, (ii) approximately 62.22% by Dr. Wang as its limited partner, and
|
||
(iii) approximately 37.77% by the remaining limited partners, each of them holding less than 30%
|
||
interest in Zhuhai Yunchen.
|
||
6. As of the Latest Practicable Date, Zhuhai Xuchen was held as to (i) 0.0045% by Hangzhou Qixin
|
||
Management Consulting Co., Ltd., as its general partner, an entity solely owned and controlled
|
||
by Dr. Wang, (ii) 95.94% by Dr. Wang as its limited partner, and (iii) 4.05% by a remaining single
|
||
limited partner.
|
||
|
||
|
||
--- page 19 ---
|
||
– 19 –
|
||
Cornerstone Investor
|
||
Name
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
CPE Peepal 2,945,900 1.01% 0.68% October 16, 2026
|
||
HHLRA 2,945,900 1.01% 0.68% October 16, 2026
|
||
UBS AM Singapore 2,945,900 1.01% 0.68% October 16, 2026
|
||
Arc Avenue 1,963,900 0.67% 0.45% October 16, 2026
|
||
Boyu 1,963,900 0.67% 0.45% October 16, 2026
|
||
Fullgoal HK 655,900 0.23% 0.15% October 16, 2026
|
||
Fullgoal Fund 1,308,000 0.45% 0.30% October 16, 2026
|
||
GF Fund HK 785,500 0.27% 0.18% October 16, 2026
|
||
GF Fund Management 1,178,300 0.40% 0.27% October 16, 2026
|
||
Shanghai Greenwoods and HTCI (in
|
||
connection with Greenwoods OTC
|
||
Swaps)
|
||
1,112,000 0.38% 0.26% October 16, 2026
|
||
HK Greenwoods 851,900 0.29% 0.20% October 16, 2026
|
||
Mirae HK 1,963,900 0.67% 0.45% October 16, 2026
|
||
Perseverance Asset Management 1,963,900 0.67% 0.45% October 16, 2026
|
||
Yield Royal Investment 1,472,900 0.51% 0.34% October 16, 2026
|
||
3W Fund 981,900 0.34% 0.23% October 16, 2026
|
||
Eastern Bell Capital VIII 981,900 0.34% 0.23% October 16, 2026
|
||
ICBC Wealth 981,900 0.34% 0.23% October 16, 2026
|
||
Protium Capital Limited 981,900 0.34% 0.23% October 16, 2026
|
||
SCC Foresight Ventures Ltd. 314,200 0.11% 0.07% October 16, 2026
|
||
|
||
|
||
--- page 20 ---
|
||
– 20 –
|
||
Name
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Voyage42 Master Fund 667,700 0.23% 0.15% October 16, 2026
|
||
WT Asset Management 981,900 0.34% 0.23% October 16, 2026
|
||
E Fund HK 490,900 0.17% 0.11% October 16, 2026
|
||
E Fund Management 98,100 0.03% 0.02% October 16, 2026
|
||
China AMC 392,700 0.13% 0.09% October 16, 2026
|
||
Cithara Fund 392,700 0.13% 0.09% October 16, 2026
|
||
Panjing Fund 392,700 0.13% 0.09% October 16, 2026
|
||
Value Partners Hong Kong Limited 343,600 0.12% 0.08% October 16, 2026
|
||
Value Partners Limited 49,000 0.02% 0.01% October 16, 2026
|
||
China Orient Multi-Strategy Master
|
||
Fund
|
||
340,000 0.12% 0.08% October 16, 2026
|
||
CMSIM 196,300 0.07% 0.05% October 16, 2026
|
||
Total 32,645,200 11.21% 7.50%
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. In accordance with each of the respective Cornerstone Investment Agreements, the required lock-up
|
||
period of six months from the Listing Date ends on October 16, 2026. The Cornerstone Investors
|
||
will cease to be prohibited from disposing of or transferring H Shares after the indicated date. For
|
||
further details, please see “Cornerstone Investors — Restrictions on the Cornerstone Investors” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 21 ---
|
||
– 21 –
|
||
Other Existing Shareholders (including the Pre-IPO Investors in the “History,
|
||
Development and Corporate Structure” section of the Prospectus)
|
||
Name
|
||
Number of
|
||
Unlisted
|
||
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
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Changchun UP Optotech Co., Ltd. 33,099,850 61,471,150 21.73% April 16, 2027
|
||
LUSTER LightTech Co., Ltd. 13,240,150 24,588,850 8.69% April 16, 2027
|
||
MA Cheng 3,405,500 6,324,500 2.24% April 16, 2027
|
||
LIU Yang 786,625 1,460,875 0.52% April 16, 2027
|
||
LI Yang 786,625 1,460,875 0.52% April 16, 2027
|
||
Zhuhai Qixin Investment Center, L.P 5,550,000 0 1.27% April 16, 2027
|
||
Beijing Gaoling Yurun Equity
|
||
Investment Fund, L.P.
|
||
5,550,000 0 1.27% April 16, 2027
|
||
Xianjin Zhizao Industry Investment
|
||
Fund II (Limited Partnership)
|
||
1,554,000 2,886,000 1.02% April 16, 2027
|
||
Shanghai Guoce Xiangchi Venture
|
||
Capital Partnership (Limited
|
||
Partnership)
|
||
4,070,000 0 0.94% April 16, 2027
|
||
Xiamen Yuanfeng Xinguang Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)
|
||
2,590,000 1,110,000 0.85% April 16, 2027
|
||
Huashun (Guangzhou) Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)
|
||
3,700,000 0 0.85% April 16, 2027
|
||
Shenzhen Jiusi Investment Management
|
||
Co., Ltd.
|
||
0 2,220,000 0.51% April 16, 2027
|
||
QIN Hao 0 1,480,000 0.34% April 16, 2027
|
||
|
||
|
||
--- page 22 ---
|
||
– 22 –
|
||
Name
|
||
Number of
|
||
Unlisted
|
||
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
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Juyuan Xincheng (Jiaxing) Venture
|
||
Capital Partnership (Limited
|
||
Partnership)
|
||
1,850,000 0 0.43% April 16, 2027
|
||
Wuhu Tuochen Private Equity
|
||
Investment Center (Limited
|
||
Partnership)
|
||
1,480,000 0 0.34% April 16, 2027
|
||
Suzhou Fangguang Phase III
|
||
Venture Capital Partnership (Limited
|
||
Partnership)
|
||
463,029 859,911 0.30% April 16, 2027
|
||
Changzhou Fangguang Phase III
|
||
Equity Investment Partnership (Limited
|
||
Partnership)
|
||
184,471 342,589 0.12% April 16, 2027
|
||
Yibin Chendao New Energy Industry
|
||
Equity Investment Partnership (Limited
|
||
Partnership)
|
||
0 999,000 0.23% April 16, 2027
|
||
Jiangsu Shengyu Huatian Venture
|
||
Capital Partnership (Limited
|
||
Partnership)
|
||
740,000 0 0.17% April 16, 2027
|
||
Beijing Phase II Zhongke Chuangxing
|
||
Hard Technology Venture Capital
|
||
Partnership (Limited Partnership)
|
||
740,000 0 0.17% April 16, 2027
|
||
Pingyang Yuanxin No. 6 Venture
|
||
Capital Partnership (Limited
|
||
Partnership)
|
||
0 370,000 0.09% April 16, 2027
|
||
Jilin Zhongke Xiandao Investment
|
||
Partnership (Limited Partnership)
|
||
0 370,000 0.09% April 16, 2027
|
||
Jilin Zhongke Technology Achievement
|
||
Transfer Venture Capital Partnership
|
||
Enterprise (Limited Partnership)
|
||
0 185,000 0.04% April 16, 2027
|
||
|
||
|
||
--- page 23 ---
|
||
– 23 –
|
||
Name
|
||
Number of
|
||
Unlisted
|
||
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
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Wuhan Donghu Guolong Shibei No.
|
||
2 Equity Investment Fund Partnership
|
||
(Limited Partnership)
|
||
0 370,000 0.09% April 16, 2027
|
||
Ningbo Yuxi Venture Capital
|
||
Partnership (Limited Partnership)
|
||
222,000 0 0.05% April 16, 2027
|
||
Ningbo Meishan Bonded Port Area
|
||
Thriving Venture Capital Partnership
|
||
(Limited Partnership)
|
||
0 111,000 0.03% April 16, 2027
|
||
Jilin Yuanheng Equity Investment
|
||
Partnership (Limited Partnership)
|
||
0 111,000 0.03% April 16, 2027
|
||
Total 80,012,250 106,720,750 42.90%
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||
Law. The required lock-up ends on April 16, 2027, being one year following the Listing Date.
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 5,891,800 10.03% 8.59% 9.02% 7.85% 5,891,800 1.35% 1.32%
|
||
Top 5 22,339,300 38.01% 32.58% 34.21% 29.75% 22,339,300 5.13% 5.02%
|
||
Top 10 36,086,300 61.41% 52.64% 55.27% 48.06% 36,086,300 8.29% 8.11%
|
||
Top 25 55,186,500 93.91% 80.50% 84.52% 73.50% 55,186,500 12.68% 12.40%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 119,123,550 40.92% 39.58% 183,267,000
|
||
Top 5 5,891,800 10.03% 8.59% 9.02% 7.85% 217,399,850 74.67% 72.24% 331,288,800
|
||
Top 10 22,339,300 38.01% 32.58% 34.21% 29.75% 236,733,350 81.31% 78.67% 352,176,300
|
||
Top 25 45,022,400 76.61% 65.67% 68.95% 59.96% 266,038,200 91.38% 88.40% 383,054,400
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 25 ---
|
||
– 25 –
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 119,123,550 183,267,000 42.10% 41.18%
|
||
Top 5 5,891,800 10.03% 8.59% 9.02% 7.85% 217,399,850 331,288,800 76.11% 74.43%
|
||
Top 10 15,613,200 26.57% 22.77% 23.91% 20.79% 230,007,250 356,550,200 81.91% 80.11%
|
||
Top 25 39,523,600 67.26% 57.65% 60.53% 52.64% 258,647,300 398,973,500 91.66% 89.64%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder
|
||
upon Listing.
|
||
|
||
|
||
--- page 26 ---
|
||
– 26 –
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 266,501 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
Pool A:
|
||
NUMBER OF
|
||
H SHARES
|
||
APPLIED
|
||
FOR
|
||
NUMBER
|
||
OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NUMBER OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
100 95,625 957 out of 95,625 applicants to receive 100 H Shares 1.00%
|
||
200 23,363 370 out of 23,363 applicants to receive 100 H Shares 0.79%
|
||
300 8,064 167 out of 8,064 applicants to receive 100 H Shares 0.69%
|
||
400 4,992 125 out of 4,992 applicants to receive 100 H Shares 0.63%
|
||
500 6,880 200 out of 6,880 applicants to receive 100 H Shares 0.58%
|
||
600 2,880 95 out of 2,880 applicants to receive 100 H Shares 0.55%
|
||
700 2,424 88 out of 2,424 applicants to receive 100 H Shares 0.52%
|
||
800 2,113 84 out of 2,113 applicants to receive 100 H Shares 0.50%
|
||
900 1,380 59 out of 1,380 applicants to receive 100 H Shares 0.48%
|
||
1,000 19,951 914 out of 19,951 applicants to receive 100 H Shares 0.46%
|
||
1,500 5,280 317 out of 5,280 applicants to receive 100 H Shares 0.40%
|
||
2,000 8,778 636 out of 8,778 applicants to receive 100 H Shares 0.36%
|
||
2,500 3,905 328 out of 3,905 applicants to receive 100 H Shares 0.34%
|
||
3,000 3,217 305 out of 3,217 applicants to receive 100 H Shares 0.32%
|
||
3,500 2,189 230 out of 2,189 applicants to receive 100 H Shares 0.30%
|
||
4,000 2,283 262 out of 2,283 applicants to receive 100 H Shares 0.29%
|
||
4,500 1,830 227 out of 1,830 applicants to receive 100 H Shares 0.28%
|
||
5,000 4,279 568 out of 4,279 applicants to receive 100 H Shares 0.27%
|
||
6,000 2,611 391 out of 2,611 applicants to receive 100 H Shares 0.25%
|
||
7,000 2,153 357 out of 2,153 applicants to receive 100 H Shares 0.24%
|
||
|
||
|
||
--- page 27 ---
|
||
– 27 –
|
||
NUMBER OF
|
||
H SHARES
|
||
APPLIED
|
||
FOR
|
||
NUMBER
|
||
OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NUMBER OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
8,000 2,121 384 out of 2,121 applicants to receive 100 H Shares 0.23%
|
||
9,000 1,715 336 out of 1,715 applicants to receive 100 H Shares 0.22%
|
||
10,000 10,177 2,134 out of 10,177 applicants to receive 100 H Shares 0.21%
|
||
20,000 6,848 2,270 out of 6,848 applicants to receive 100 H Shares 0.17%
|
||
30,000 4,650 2,015 out of 4,650 applicants to receive 100 H Shares 0.14%
|
||
40,000 3,547 1,859 out of 3,547 applicants to receive 100 H Shares 0.13%
|
||
50,000 3,537 2,148 out of 3,537 applicants to receive 100 H Shares 0.12%
|
||
60,000 2,375 1,627 out of 2,375 applicants to receive 100 H Shares 0.11%
|
||
70,000 1,943 1,474 out of 1,943 applicants to receive 100 H Shares 0.11%
|
||
80,000 1,711 1,418 out of 1,711 applicants to receive 100 H Shares 0.10%
|
||
90,000 1,211 1,085 out of 1,211 applicants to receive 100 H Shares 0.10%
|
||
100,000 9,601 9,218 out of 9,601 applicants to receive 100 H Shares 0.10%
|
||
Total 253,633 Total number of Pool A successful applicants: 32,648
|
||
|
||
|
||
--- page 28 ---
|
||
– 28 –
|
||
Pool B
|
||
NO. OF SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
200,000 7,763 200 H Shares 0.10%
|
||
300,000 1,606 200 H Shares plus 739 out of 1,606 applicants to receive
|
||
an additional 100 H Shares
|
||
0.08%
|
||
400,000 1,030 200 H Shares plus 771 out of 1,030 applicants to receive
|
||
an additional 100 H Shares
|
||
0.07%
|
||
500,000 646 200 H Shares plus 535 out of 646 applicants to receive an
|
||
additional 100 H Shares
|
||
0.06%
|
||
600,000 392 300 H Shares 0.05%
|
||
700,000 234 300 H Shares plus 85 out of 234 applicants to receive an
|
||
additional 100 H Shares
|
||
0.05%
|
||
800,000 183 300 H Shares plus 81 out of 183 applicants to receive an
|
||
additional 100 H Shares
|
||
0.04%
|
||
900,000 130 300 H Shares plus 114 out of 130 applicants to receive an
|
||
additional 100 H Shares
|
||
0.04%
|
||
1,000,000 462 400 H Shares plus 185 out of 462 applicants to receive an
|
||
additional 100 H Shares
|
||
0.04%
|
||
2,000,000 177 600 H Shares 0.03%
|
||
3,264,700 245 900 H Shares plus 115 out of 245 applicants to receive an
|
||
additional 100 H Shares
|
||
0.03%
|
||
Total 12,868 Total number of Pool B successful applicants: 12,868
|
||
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 29 ---
|
||
– 29 –
|
||
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 H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its controlling shareholder(s), directors or syndicate
|
||
members to any placees or the public (as the case may be) and the consideration payable
|
||
by them directly or indirectly for each Offer Share subscribed for or purchased by them
|
||
is the same as the Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to close associates of existing Shareholders with a waiver from the strict
|
||
compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph
|
||
1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, the
|
||
waivers from the strict compliance with Rule 10.04 of the Listing Rules and consents under
|
||
paragraph 1C(2) of the Placing Guidelines to permit the Company to allocate such Offer
|
||
Shares in the International Offering to close associates (the “Placees”) of Existing Minority
|
||
Shareholders (as defined below) on the following grounds which are consistent with the
|
||
conditions as set out in the Chapter 4.15 of the Guide for New Listing Applicant:
|
||
(a) The Joint Sponsors confirm that:
|
||
(i) each of Beijing Phase II Zhongke Chuangxing Hard Technology Venture Capital
|
||
Partnership (Limited Partnership) (Ҧ௴ุҳ༟Υྫ
|
||
Άุ(Υྫ)), and Jilin Yuanheng Equity Investment Partnership (Limited
|
||
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (the “Existing
|
||
Minority Shareholders”) is interested in less than 5% of the Company’s voting
|
||
rights before the Listing;
|
||
(ii) none of the Existing Minority Shareholders or their close associates is a core
|
||
connected person of the Company or its close associate;
|
||
(iii) none of the Existing Minority Shareholders or their close associates has the
|
||
power to appoint any Directors to the Board or any other special rights upon the
|
||
Listing;
|
||
|
||
|
||
--- page 30 ---
|
||
– 30 –
|
||
(iv) as none of the Existing Minority Shareholders or their close associates is a core
|
||
connected person of the Company or its close associate, allocation to the Placees
|
||
will not affect the Company’s ability to satisfy the public float requirement under
|
||
Rule 8.08(1)(as amended and replaced by 19A.13A(1) for PRC issuers with no
|
||
other listed shares) of the Listing Rules; and
|
||
(v) to the best of their knowledge and belief, no preferential treatment has been, nor
|
||
will be, given to the Existing Minority Shareholders or their close associates by
|
||
virtue of their relationship with the Company in any allocation in the placing
|
||
tranche;
|
||
(b) the Company confirms that no preferential treatment has been, nor will be, given to the
|
||
Existing Minority Shareholders or their close associates by virtue of their relationship
|
||
with the Company in any allocation of the placing tranche;
|
||
(c) the Overall Coordinators confirm that, to the best of their knowledge and belief,
|
||
no preferential treatment has been, nor will be, given to the Existing Minority
|
||
Shareholders or their close associates by virtue of their relationship with the Company
|
||
in any allocation in the placing tranche; and
|
||
(d) details of the allocation of H Shares to the Existing Minority Shareholders and their
|
||
close associates will be disclosed in this allotment results announcement
|
||
The allocation of Offer Shares to such existing Shareholders and/or close associates of
|
||
existing Shareholders is in compliance with all the conditions under the waivers/consents
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to existing Shareholders, please refer to the
|
||
section headed “Allotment Results Details — International Offering — Allottees with
|
||
Waivers/Consents Obtained” in this announcement.
|
||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with
|
||
consent under Chapter 4.15 of the Guide for New Listing Applicants
|
||
|
||
|
||
--- page 31 ---
|
||
– 31 –
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter
|
||
4.15 of the Guide for New Listing Applicants to permit the Company to allocate further
|
||
Offer Shares in the International Offering to Cornerstone Investors and/or their close
|
||
associates as placees, subject to the following conditions:
|
||
(a) the final offering size of the Global Offering (excluding any additional Shares which
|
||
may be issued upon exercise of the Over-allotment Option) will be of a total value of
|
||
at least HK$1 billion as required by paragraph 18(i) of Chapter 4.15 of the Guide for
|
||
New Listing Applicants;
|
||
(b) each Director, chief executive and Controlling Shareholder of the Company has
|
||
confirmed that no securities have been allocated to them or their respective close
|
||
associates under the Size-based Exemption as required by paragraph 18(iii) of Chapter
|
||
4.15 of the Guide for New Listing Applicants;
|
||
(c) the Company will comply with the public float requirement under Rule 8.08(1) of the
|
||
Listing Rules (as amended and replaced by 19A.13A(1) for PRC issuers with no other
|
||
listed shares); and
|
||
(d) details of the allocation to Cornerstone Investors and/or their close associates 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 the Cornerstone Investors and/or their close associates, please refer to the section
|
||
headed “Allotment Results Details — Allottees with Waivers/Consents Obtained” in this
|
||
announcement.
|
||
|
||
|
||
--- page 32 ---
|
||
– 32 –
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate
|
||
such Offer Shares in the International Offering to the connected clients. 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 are set
|
||
out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client
|
||
Relationship between the
|
||
Connected Distributor and
|
||
the Connected Client
|
||
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
|
||
intended to be
|
||
allocated to
|
||
the Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to
|
||
the Connected
|
||
Client under
|
||
the Global
|
||
Offering(1)
|
||
Approximate
|
||
percentage of
|
||
the total share
|
||
capital of the
|
||
Company upon
|
||
completion
|
||
of the Global
|
||
Offering(1)
|
||
Part A — Connected Clients holding securities on a Discretionary Basis on behalf of Independent Third Parties
|
||
1. CLSA China AMC (HK) (11) China AMC (HK) is a
|
||
member of the same group of
|
||
companies as CLSA(2)
|
||
No 274,900 0.42% 0.06%
|
||
2. CITIC Asset Management CITIC Asset Management is a
|
||
member of the same group of
|
||
companies as CLSA(2)
|
||
Yes, CITIC Asset
|
||
Management is expected
|
||
to hold the Offer Shares
|
||
on behalf of such scheme.
|
||
Please refer to note (12)
|
||
for background and
|
||
details of such schemes.
|
||
1,000 0.00% 0.00%
|
||
3. CITIC Asset Management HK CITIC Asset Management HK
|
||
is a member of the same group
|
||
of companies as CLSA(2)
|
||
No 1,000 0.00% 0.00%
|
||
4. GTJAS and HTIS(4) Fullgoal HK(11) Fullgoal HK is a member of
|
||
the same group of companies
|
||
as GTJAS and HTIS(10)
|
||
No 1,166,50016 1.78%16 0.27%16
|
||
5. Fullgoal Fund(11) Fullgoal Fund is a member of
|
||
the same group of companies
|
||
as GTJAS and HTIS(10)
|
||
No 2,172,10016 3.32%16 0.50%16
|
||
|
||
|
||
--- page 33 ---
|
||
– 33 –
|
||
No.
|
||
Connected
|
||
Distributor Connected Client
|
||
Relationship between the
|
||
Connected Distributor and
|
||
the Connected Client
|
||
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
|
||
intended to be
|
||
allocated to
|
||
the Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to
|
||
the Connected
|
||
Client under
|
||
the Global
|
||
Offering(1)
|
||
Approximate
|
||
percentage of
|
||
the total share
|
||
capital of the
|
||
Company upon
|
||
completion
|
||
of the Global
|
||
Offering(1)
|
||
6. HTFH(5) China Southern China Southern is a member of
|
||
the same group of companies
|
||
as HTFH(13)
|
||
No 294,500 0.45% 0.07%
|
||
7. CMBI(14) Bosera AM Bosera AM is a member of the
|
||
same group of companies as
|
||
CMBI(15)
|
||
No 196,300 0.30% 0.05%
|
||
No.
|
||
Connected
|
||
Distributor Connected Client
|
||
Relationship between the
|
||
Connected Distributor and
|
||
the Connected Client
|
||
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
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners (the
|
||
“UBO”) of the
|
||
Offer Shares
|
||
Number of
|
||
Offer Shares
|
||
intended to be
|
||
allocated to
|
||
the Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to
|
||
the Connected
|
||
Client under
|
||
the Global
|
||
Offering(1)
|
||
Approximate
|
||
percentage of
|
||
the total share
|
||
capital of the
|
||
Company
|
||
upon
|
||
completion
|
||
of the Global
|
||
Offering(1)
|
||
Part B — Connected Clients holding securities on a Non-Discretionary Basis on behalf of Independent Third Parties
|
||
8. CLSA CSI(7) CSI is a member of the
|
||
same group of companies as
|
||
CLSA(2)
|
||
No Please refer to Note
|
||
(7) below.
|
||
566,800 0.87% 0.13%
|
||
9. GTJAS and
|
||
HTIS
|
||
HTIF(8) HTIF is a member
|
||
of the same group of
|
||
companies as GTJAS
|
||
and HTIS(3)
|
||
No Please refer to
|
||
Note (8) below.
|
||
1,215,100 1.86% 0.13%
|
||
10. HTFH HTCI(9) HTCI is a member
|
||
of the same group of
|
||
companies as HTFH(6)
|
||
No Please refer to
|
||
Note (9) below.
|
||
2,858,20017 4.38%17 0.66%17
|
||
Notes:
|
||
1. Before any exercise of the Over-allotment Option.
|
||
|
||
|
||
--- page 34 ---
|
||
– 34 –
|
||
2. CLSA, China AMC (HK), CITIC Asset Management, CITIC Asset Management HK and CSI
|
||
are subsidiaries of CITIC Securities Company Limited. Each of China AMC (HK), CITIC Asset
|
||
Management, CITIC Asset Management HK and CSI is a member of the same group of companies as
|
||
CLSA, and accordingly, is considered as a “connected client” of CLSA pursuant to paragraph 1B of
|
||
Appendix F1 to the Listing Rules.
|
||
3. GTJAS, HTIS and HTIF are subsidiaries of Guotai Haitong. HTIF is a member of the same group of
|
||
companies as GTJAS and HTIS, and accordingly, is considered as a “connected client” of GTJAS and
|
||
HTIS pursuant to paragraph 1B of Appendix F1 to the Listing Rules.
|
||
4. HTIS is a non-syndicate sub-broker in connection with the Global Offering.
|
||
5. HTFH is a non-syndicate sub-broker in connection with the Global Offering.
|
||
6. HTFH and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities Co., Ltd. HTCI is a
|
||
member of the same group of companies as HTFH, and accordingly, is considered as a “connected
|
||
client” of HTFH.
|
||
7. CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering
|
||
on behalf of certain ultimate clients (the “CSI Ultimate Clients”), on a non-discretionary basis,
|
||
pursuant to which: CSI will act as the single counterparty of a back-to-back total return swap
|
||
transaction (the “CSI Back-to-back TRS”) to be entered into by it in connection with a total return
|
||
swap order (the “CSI Client TRS”) placed and fully funded by the CSI Ultimate Clients, by which CSI
|
||
will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients.
|
||
As confirmed by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares,
|
||
but will contractually agree to pass on the full economic exposure and return of the Offer Shares to the
|
||
CSI Ultimate Clients, on a non-discretionary basis. The CSI Ultimate Clients may exercise their early
|
||
termination rights to terminate the CSI Client TRS at any time from the trade date of the CSI Client
|
||
TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange.
|
||
Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will
|
||
dispose of the Offer Shares on the secondary market and the CSI Ultimate Clients will receive a final
|
||
termination amount of the CSI Back-to-back TRS which will have taken into account all the economic
|
||
returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of
|
||
the CSI Back-to-back TRS and the CSI Client TRS. Due to its internal policy, CSI will not exercise the
|
||
voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
|
||
|
||
|
||
--- page 35 ---
|
||
– 35 –
|
||
The UBO information of CSI Ultimate Clients for purpose of this place subscription is set out below:
|
||
No. Investment Manager (if applicable)
|
||
UBOs holding 30% or more
|
||
interest in Investment Manager
|
||
(if applicable) Name of CSI Ultimate Clients
|
||
UBOs holding 30% or more
|
||
interest in CSI Ultimate Clients
|
||
1. N/A N/A Canaan China Flagship Fund Liang Hao
|
||
2. Hover4pi Capital Management He Hui Hover4pi Fund I OFC None
|
||
3. N/A N/A Zhang Zili Zhang Zili
|
||
4. Shanghai Weining Private Equity Fund Management
|
||
Co., Ltd. (ʮ̡)
|
||
Fu Chengcheng (˹༐ϓ), Lin
|
||
Ran (್)
|
||
Weining Focus Private Equity Investment Fund (ሊྐྵ
|
||
ږ)
|
||
Lin Heming (ᚲჼ), Wang
|
||
Zhangyi (ˮੵᛄ)
|
||
5. Hainan Evolution Private Equity Fund Management
|
||
Co., Ltd. (ʮ̡)
|
||
Wang Yiping (ˮɓ̻) Evolutionary Darwin Shangshan No. 3 Private Equity
|
||
Investment Fund (ආʷሞ༺ဧ˖ɪഛɧӷᗇՎ
|
||
ږ)
|
||
None
|
||
6. Shenzhen Dahua Xin’an Asset Management
|
||
Enterprise (Limited Partnership) (τ༟
|
||
Υྫ)
|
||
Qi Yanchong (ә) Dahua Yongcheng No. 1 Private Equity Investment
|
||
Fund (ږ)
|
||
Jiang yan (ᜮ)
|
||
7. Zhuhai Hunjin Private Equity Fund Management
|
||
Partnership (Limited Partnership) (मऎಾᆩӷਿ
|
||
Υྫ)
|
||
Li Yue (֪Hunjin Yuezhi Private Equity Investment Fund (ಾᆩ
|
||
ږ)
|
||
None
|
||
8. Tibet Yuanlesheng Asset Management Co., Ltd. (Г
|
||
ʮ̡)
|
||
Zeng Xiaojie (ಀወᆎ) Yuanlesheng Qiangye Private Equity Investment
|
||
Fund (ږ)
|
||
Hu Caiyang (ජ)
|
||
9. Tibet Yuanlesheng Asset Management Co., Ltd. (Г
|
||
ʮ̡)
|
||
Zeng Xiaojie (ಀወᆎ) Yuanlesheng Qiangshi Private Equity Investment
|
||
Fund (ږ)
|
||
None
|
||
10. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Liwei Selected Weishi Fund (৷ᆇлਃၚ፯ਬ
|
||
ږ)
|
||
None
|
||
11. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Renhao Long-Term Value Langrun Private
|
||
Equity Investment Fund (ᆗӷ
|
||
ږ)
|
||
None
|
||
12. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Liwei Xinshi Private Equity Fund (৷ᆇлਃ
|
||
ږ)
|
||
None
|
||
13. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Renhao Selected Zhifu Private Equity
|
||
Investment Fund (၅ӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
14. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Renhao Selected Chengze Private Equity
|
||
Investment Fund (ዣӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
15. Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ)
|
||
None Gaoyi Renhao Zhenxuan Chunhe Private Equity
|
||
Investment Fund (ձӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
|
||
|
||
--- page 36 ---
|
||
– 36 –
|
||
No. Investment Manager (if applicable)
|
||
UBOs holding 30% or more
|
||
interest in Investment Manager
|
||
(if applicable) Name of CSI Ultimate Clients
|
||
UBOs holding 30% or more
|
||
interest in CSI Ultimate Clients
|
||
16. Beijing Boyan Private Equity Fund Management Co.,
|
||
Ltd. (ʮ̡)
|
||
Zhang Menglong (ੵྫྷᎲ) Boyan Shanxing Value Selection Private Equity
|
||
Investment Fund (ၚ፯ӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
17. GF Securities Asset Management (Guangdong) Co.,
|
||
Ltd. (ʮ̡)
|
||
GF Securities Co Ltd. GF Asset Management Shenxinli No. 71 Single Asset
|
||
Management Plan (ᄿ೯༟၍͡㒥л71ఊɓ༟ପ
|
||
ྌ)
|
||
He Wei (൭ਃ)
|
||
Shanghai Gaoyi Asset Management Partnership (Limited Partnership) (ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
|
||
Υྫ) is a close associate of a Cornerstone Investor, namely, Perseverance Asset Management
|
||
International (Singapore) Pte. Ltd.. We have applied consent under Chapter 4.15 of the Guide in
|
||
relation to allocations of further H Shares to Cornerstone Investors.
|
||
To the best of CSI’s knowledge having made all reasonable inquiries, each of the CSI Onshore Clients
|
||
is an independent third party of (i) the Company, the connected person or the associates thereof, and
|
||
(ii) CSI and CLSA and the companies which are members of the same group of each of them.
|
||
8. HTIF shall hold the Offer Shares on a non-discretionary basis for hedging purposes as the single
|
||
underlying asset of a delta one back-to-back total return swap transaction (the “GTJA Back-to-back
|
||
TRS1”) to be entered into between HTIF and Guotai Junan Investments (Hong Kong) Limited (“GTJA
|
||
INV”), and GTJA INV shall for hedging purposes enter into a cross-border delta one back-to-back
|
||
total return swap transaction (the “GTJA Back-to-back TRS2”) with Guotai Haitong Securities, in
|
||
connection with a total return swap order (the “GTHT Client TRS”) to be entered into by GTHTS
|
||
and the GTHTS onshore clients (the “GTHT Onshore Clients”). Such GTHT Client TRS is to be
|
||
fully funded by the GTHT Onshore Clients. The full economic exposure of the Offer Shares will be
|
||
passed from HTIF to GTJA INV under the GTJA Back-to-back TRS1, from GTJA INV to GTHTS under
|
||
the GTJA Back-to-back TRS2, and ultimately from GTHTS to the GTHT Onshore Clients under the
|
||
GTHT Client TRS, pursuant to which HTIF will hold the economic interest of the Offer Shares on
|
||
behalf of GTJA INV , GTHTS and ultimately the GTHT Onshore Clients. The GTHT Onshore Clients
|
||
may exercise an early termination right to early terminate the GTHT Client TRS at any time from the
|
||
trade date of the GTHT Client TRS, which should be on or after the date on which the Offer Shares
|
||
are listed on the Stock Exchange. Accordingly, (i) GTHTS may exercise an early termination right to
|
||
early terminate the GTJA Back-to-back TRS2 at any time from the trade date of the GTJA Back-to-back
|
||
TRS2, and (ii) GTJA INV may exercise an early termination right to early terminate the GTJA
|
||
Back-to-back TRS1 at any time from the trade date of the GTJA Back-to-back TRS1, which in each
|
||
case should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon
|
||
the final maturity or early termination of (i) the GTHT Client TRS by the GTHT Onshore Clients, (ii)
|
||
the GTJA Back-to-back TRS2 by GTHTS, and (iii) the GTJA Back-to-back TRS1 by GTJA INV , HTIF
|
||
will dispose the Offer Shares on the secondary market and the GTHT Onshore Clients ultimately will
|
||
receive a final termination amount of the GTHT Client TRS, which should have taken into account all
|
||
the economic returns or economic loss in relation to the Offer Shares, the fixed amount in relation to
|
||
the GTJA Back-to-back TRS1, the GTJA Back-to-back TRS2 and the GTHT Client TRS. HTIF will hold
|
||
the legal title and the voting right of the Offer Shares by itself and pass through the economic exposure
|
||
to GTJA INV , GTHTS and ultimately the GTHT Onshore Clients. Due to its internal policy, HTIF will
|
||
not exercise the voting right of the Offer Shares during the tenor of the GTJA Back-to-back TRS1 and
|
||
GTJA Back-to-back TRS2.
|
||
|
||
|
||
--- page 37 ---
|
||
– 37 –
|
||
The UBO information of GTHT Onshore Clients for purpose of this place subscription is set out below:
|
||
No. GTHT Onshore Clients UBOs holding 30% or more interest
|
||
1. Zhongke Chuangxing Technology Investment Co.,
|
||
Ltd. (ʮ̡)
|
||
Mi Lei (Ϸᆾ)
|
||
2. Zhonghe (Tianjin) Investment management Co.,
|
||
Ltd. — Zhonghe Capital Cultivation 810 Private
|
||
Securities Investment Fund (
|
||
ʮ̡ — ʕձ༟͉ঁঀ 810ӷ
|
||
ږ)
|
||
N/A
|
||
3. Hainan Jichuang Private Equity Fund Partnership
|
||
(Limited Partnership) (ΥྫΆ
|
||
ุ(Υྫ))
|
||
Li Fengfeng (ҽቜቜ)
|
||
4. Hangzhou Zhongda Junyue Investment Co.
|
||
Ltd. — Jun Yue Ding Zeng 2 Private Securities
|
||
Investment Fund (ʮ̡
|
||
— ᄣ2ږ)
|
||
Wuchan Zhongda Group Co., Ltd. (ପʕɽ
|
||
ʮ̡)
|
||
5. Shanghai Tongyi Investment Management Co.,
|
||
Ltd. — Tongyi Taoli No.1 Private Securities
|
||
Investment Fund (ʮ̡
|
||
— ҽ1ږ)
|
||
Wang Jing (ˮ᎑)
|
||
6. Shanghai Tongyi Investment Management Co.,
|
||
Ltd. — Tongyi Taoli No.10 Private Securities
|
||
Investment Fund (ʮ̡
|
||
— ҽ10ږ)
|
||
N/A
|
||
7. Shanghai Sharewin Equity Investment Center
|
||
(Limited Partnership) — Sharewin Changxing
|
||
Private Securities Investment Fund (ٰ
|
||
ᛆҳ༟ʕː(Υྫ) — ጳӷᗇՎҳ
|
||
ږ)
|
||
N/A
|
||
8. Winners Capital-Shidaigongying1 Private Equity
|
||
(၍ଣΥྫΆุ(Υ
|
||
ྫ))
|
||
Huang Renqiang(䔔䅎)
|
||
Zhongke Chuangxing Technology Investment Co., Ltd. (ʮ̡ ) is the close
|
||
associate of an existing Shareholder, i.e. Zhongke Chuangxing, in its capacity as a wholly owned
|
||
entity of Beijing Zhongke Chuangxing, the general partner of Zhongke Chuangxing. For details, please
|
||
see section headed “History, Development and Corporate Structure — Investment from the Pre-IPO
|
||
Investors — Information of the Pre-IPO Investors — 15. Beijing Phase II Zhongke Chuangxing Hard
|
||
Technology Venture Capital Partnership (Limited Partnership) (Ҧ௴ุҳ
|
||
༟ΥྫΆุ(Υྫ))”. We have applied for waiver from strict compliance with Rule 10.04 of the
|
||
Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription
|
||
for H Shares by existing minority Shareholders and/or their close associates.
|
||
|
||
|
||
--- page 38 ---
|
||
– 38 –
|
||
Save as submitted above, to the best of HTIF’s knowledge having made all reasonable inquiries, each
|
||
of the GTHT Onshore Clients is an independent third party of (i) the Company, the connected person
|
||
or the associates thereof, and (ii) GTJAS, HTIS, HTIF , GTJA INV and GTHTS and the companies
|
||
which are members of the same group of each of them.
|
||
9. 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. (“Huatai Securities”), the shares of which are listed on both the Shanghai
|
||
Stock Exchange (stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the
|
||
domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai
|
||
Securities 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 Huatai
|
||
Securities and HTCI.
|
||
Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a
|
||
placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single
|
||
underlying holder under a back-to-back total return swap (the “Back-to-back TRS”) to be entered
|
||
by HTCI in connection with a Client TRS (as defined below) 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.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (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 Huatai Securities, with the Offer Shares as the underlying assets.
|
||
|
||
|
||
--- page 39 ---
|
||
– 39 –
|
||
Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Clients, through its respective
|
||
investment managers, will place a total return swap order (the “Client TRS”) with Huatai Securities
|
||
in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order
|
||
to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-back
|
||
TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares through placing order
|
||
with HTFH during the International Offering. The Huatai Ultimate Clients for purpose of this place
|
||
subscription include the investment funds, details of which is set out below:
|
||
No. Investment Manager (if applicable)
|
||
UBOs holding 30% or more
|
||
interest in Investment Manager
|
||
(if applicable) Name of Huatai Ultimate Clients
|
||
UBOs holding 30% or more
|
||
interest in Huatai Ultimate
|
||
Clients
|
||
1. Guangdong Ji’ao Private Equity Fund Management
|
||
Co., Ltd. (பʮ̡)
|
||
State-owned Assets Supervision
|
||
& Administration Committee of
|
||
Jilin People’s Government (Λ
|
||
Ϟ༟ପ္ຖ
|
||
ึ)
|
||
Ji’ao Qianheng No. 3 Private Equity Investment Fund
|
||
(ږ)
|
||
Zhao Dongyu
|
||
2. Shanghai Greenwoods Jiang Jinzhi Jinglin Value Fund (ږN/A
|
||
3. Shanghai Greenwoods Jiang Jinzhi Jinglin Zhiyuan Private Equity Fund (Ⴣӷ
|
||
ږ)
|
||
N/A
|
||
4. Shanghai Greenwoods Jiang Jinzhi Jinglin Global Fund (ږN/A
|
||
5. Shanghai Greenwoods Jiang Jinzhi Jinglin Jingtai Global Private Securities Investment
|
||
Fund (ږ)
|
||
N/A
|
||
6. Shanghai Greenwoods Jiang Jinzhi Jinglin Chunxiao Preferred Private Securities
|
||
Investment Fund (ږ)
|
||
N/A
|
||
7. Shanghai Greenwoods Jiang Jinzhi Jinglin Preferred Private Equity Fund (Ꮄ፯ӷ
|
||
ږ)
|
||
N/A
|
||
8. Shanghai Greenwoods Jiang Jinzhi Jinglin Innovation Growth Fund (ږN/A
|
||
9. Shanghai Greenwoods Jiang Jinzhi Jinglin Jingtai Preferred Private Securities Investment
|
||
Fund (ږ)
|
||
N/A
|
||
10. Shanghai Greenwoods Jiang Jinzhi Jinglin Harvest No. 2 Fund (ᔮϗ2ږN/A
|
||
11. Shanghai Greenwoods Jiang Jinzhi Jinglin Harvest No. 3 Private Equity Fund (ᔮϗ
|
||
3ږ)
|
||
N/A
|
||
12. Shanghai Greenwoods Jiang Jinzhi Jinglin Harvest No. 6 Private Securities Investment
|
||
Fund (ᔮϗ6ږ)
|
||
N/A
|
||
13. Shanghai Greenwoods Jiang Jinzhi Jinglin Jingtai Harvest Private Securities Investment
|
||
Fund (ږ)
|
||
N/A
|
||
|
||
|
||
--- page 40 ---
|
||
– 40 –
|
||
Other than subscription as set forth in the table above, the subscription for the Offer Shares will be
|
||
also made by Shanghai Greenwoods Asset Management Co., Ltd. (ʮ̡ )
|
||
in its capacity as the fund manager of certain investment funds (Jinglin Preferred Private Equity
|
||
Fund (ږJinglin Jingtai Preferred Private Securities Investment Fund
|
||
(ږJinglin Harvest No. 2 Fund (ᔮϗ2ږJinglin Harvest
|
||
No. 6 Private Securities Investment Fund (ᔮϗ6 ږJinglin Jingtai Harvest
|
||
Private Securities Investment Fund (ږas a Cornerstone Investor
|
||
through TRS mechanism. We have applied consent under Chapter 4.15 of the Guide in relation to
|
||
allocations of further H Shares to Cornerstone Investors.
|
||
Guangdong Ji’ao Private Equity Fund Management Co., Ltd. (பʮ
|
||
̡) is ultimately controlled by State-owned Assets Supervision & Administration Committee of Jilin
|
||
People’s Government (ึ) (“Jilin SASAC”). Jilin SASAC is
|
||
the ultimate controller of Jilin Yuanheng, an existing Shareholder of the Company. As such, Guangdong
|
||
Ji’ao is a close associate of an existing Shareholder. We has applied for waiver from strict compliance
|
||
with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines in
|
||
relation to subscription for H Shares by existing minority Shareholders and/or their close associates.
|
||
Save as submitted above, to the best of HTFH and HTCI’s knowledge and after making all reasonable
|
||
enquiries, each of the Huatai Ultimate Clients is an independent third party of (i) the Company,
|
||
the connected person or the associates thereof, and (ii) HTCI, HTFH and the companies which are
|
||
members of the same group of HTFH.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in
|
||
connection with the Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of
|
||
the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS
|
||
and the Client 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 Back-to-back TRS and the
|
||
Client 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.
|
||
Investment in the Back-to-back TRS and the Client 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 Back-to-back TRS and the Client TRS factor into
|
||
account the fluctuation in RMB exchange rate upon termination of the Client 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.
|
||
|
||
|
||
--- page 41 ---
|
||
– 41 –
|
||
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS
|
||
at any time from the issue date of the Client TRS which should be on or after the date on which the
|
||
Offer Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon
|
||
maturity or early termination of the Client TRS by the Huatai Ultimate Clients, HTCI will dispose 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 Back-to-back TRS and the Client
|
||
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 Client TRS, the Huatai Ultimate Clients intend to extend
|
||
the investment period, subject to further agreement between Huatai Securities and the relevant Huatai
|
||
Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor
|
||
extension. Accordingly, Huatai Securities will extend the term of the 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, each being an onshore client who
|
||
places a Client TRS order with Huatai Securities in connection with the IPO of the Company. HTCI
|
||
will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and 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 Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Ultimate
|
||
Clients.
|
||
10. Fullgoal HK is a wholly o wned subsidiary of Fullgoal Fund, which is owned by Guotai Haitong as to
|
||
27.775%. GTJAS and HTIS, are subsidiaries of Guotai Haitong. Each Fullgoal HK and Fullgoal Fund
|
||
is considered as a member of the same group of companies as GTJAS and HTIS and therefore is a
|
||
“connected client” of GTJAS and HTIS for the purpose of paragraph 1B of Appendix F1 to the Listing
|
||
Rules.
|
||
11. China AMC (HK), Fullgoal HK and Fullgoal Fund are Cornerstone Investors. We have applied
|
||
consent under Chapter 4.15 of the Guide in relation to allocations of further H Shares to Cornerstone
|
||
Investors.
|
||
12. CITIC Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing the funds on behalf of their investors (the “CITIC Asset Management Ultimate Clients”),
|
||
each of which is, to the best knowledge of CITIC Asset Management, an independent third party of
|
||
the Company, its subsidiaries, its substantial shareholders, CITIC Asset Management, CLSA and the
|
||
companies which are members of the same group of CLSA. No ultimate beneficial owner holds 30% or
|
||
more interest in the funds.
|
||
|
||
|
||
--- page 42 ---
|
||
– 42 –
|
||
The details of the CITIC Asset Management Ultimate Clients are as follow.
|
||
No. Fund Name Fund Manager UBO of Fund Manager
|
||
Limited Partner/
|
||
Shareholding
|
||
holding 30% or
|
||
more in the CITIC
|
||
Asset Management
|
||
Ultimate Clients
|
||
1. CITIC SECURITIES COMPANY
|
||
LIMITEDXINHANG ZHIYUAN NO.1 (ᗇՎ
|
||
Ⴣ 1ྌ)
|
||
CITIC Asset
|
||
Management
|
||
CITIC Securities
|
||
Company Limited
|
||
N/A
|
||
2. CITIC SECURITIES COMPANY
|
||
LIMITEDXINHANG ZHIYUAN NO.3 (ᗇՎ
|
||
Ⴣ 3ྌ)
|
||
CITIC Asset
|
||
Management
|
||
CITIC Securities
|
||
Company Limited
|
||
N/A
|
||
3. CITIC Securities AM-Guibinfengyuan No.118
|
||
QDII (ᗇՎ༟၍൮Ⴗᔮʩ118 QDIIණΥ༟
|
||
ྌ)
|
||
CITIC Asset
|
||
Management
|
||
CITIC Securities
|
||
Company Limited
|
||
N/A
|
||
To the best of knowledge of CITIC Asset Management and after making all reasonable enquiries,
|
||
CITIC Asset Management Ultimate Client, together with each of their ultimate beneficial owners, is
|
||
an independent third party of the Company, its subsidiaries, its substantial shareholders, CITIC Asset
|
||
Management, CLSA and the companies which are members of the same group of CLSA.\
|
||
13. Huatai Securities is the controlling shareholder of China Southern. HTFH is an indirectly wholly-
|
||
owned subsidiary of Huatai Securities. China Southern is a member of the same group of companies
|
||
as HTFH, and accordingly, is considered as a “connected client” of HTFH.
|
||
14. CMBI is a non-syndicate sub-broker in connection with the Global Offering.
|
||
15. CMBI is an indirectly subsidiary of China Merchants Bank. China Merchants Bank is an indirect
|
||
controlling shareholder of the Bosera AM. Bosera AM is a member of the same group of companies as
|
||
CMBI, and accordingly, is considered as a “connected client” of CMBI.
|
||
16. Including all Offer Shares allocated to Fullgoal HK and Fullgoal Fund, being the connected clients of
|
||
CTJAS and HTIS, as placees and cornerstone investors.
|
||
17. Including all Offer Shares allocated to HTCI, being the connected client of HTFH, as a placee and a
|
||
cornerstone investor.
|
||
|
||
|
||
--- page 43 ---
|
||
– 43 –
|
||
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 for information purposes only and does not constitute an invitation
|
||
or offer to acquire, purchase or subscribe for any securities. This announcement is not a
|
||
prospectus. Potential investors should read the Prospectus for detailed information about
|
||
the Global Offering described below before deciding whether or not to invest in the Offer
|
||
Shares. Any investment decision in relation to the Offer Shares should be taken solely in
|
||
reliance on the information provided in the Prospectus.
|
||
This announcement is not for release, publication, distribution, directly or indirectly,
|
||
in or into the United States (including its territories and possessions, any state of the
|
||
United States and the District of Columbia). This announcement does not, and is not
|
||
intended to, constitute or form a part of any offer to sell or solicitation to purchase or
|
||
subscribe for any securities in the United States or in any other jurisdiction. The Offer
|
||
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933,
|
||
as amended from time to time (the “ U.S. Securities Act ”) or any securities law of any
|
||
state or other jurisdiction of the United States and may not be offered, sold, pledged, or
|
||
otherwise transferred within the United States, except pursuant to an exemption from, or
|
||
in a transaction not subject to, the registration requirements of the U.S. Securities Act and
|
||
in compliance with any applicable state securities laws. There will be no public offer of
|
||
the Offer Shares in the United States. The Offer Shares are being offered and sold solely
|
||
outside the United States in offshore transactions in reliance on Regulation S under the U.S.
|
||
Securities Act.
|
||
Potential investors of the Offer Shares should note that the Joint Sponsors and Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) in their sole
|
||
and absolute discretion may, by notice in writing to our Company, terminate 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 — The 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 April 17, 2026).
|
||
|
||
|
||
--- page 44 ---
|
||
– 44 –
|
||
PUBLIC FLOAT
|
||
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is
|
||
not exercised, based on the Offer Price of HK$39.88 per Offer Share, the expected market
|
||
capitalization upon the Listing is HK$17,360 million, and the minimum prescribed public
|
||
float percentage applicable to the Shares is 15%. Immediately following completion of
|
||
the Global Offering (assuming the Over-allotment Option is not exercised), an aggregate
|
||
of 79,630,450 H Shares, representing approximately 18.29% of the issued share capital of
|
||
the Company will count towards the public float. Therefore, the number of H Shares held
|
||
in public hands is higher than the prescribed percentage of H Shares required to be held in
|
||
public hands of 15% under Rule 19A.13A(1) 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 Offer Price of HK$39.88 per H Share, the Company satisfies the free float
|
||
requirement under Rule 19A.13C of the Listing Rules.
|
||
The Directors confirm that immediately after the completion of the Global Offering
|
||
(assuming the Over-allotment Option is not exercised), (i) no placee will, individually, be
|
||
placed more than 10% of the enlarged issued share capital of the Company; (ii) there will
|
||
not be any new substantial shareholder (as defined in the Listing Rules) of the Company;
|
||
(iii) the three largest public shareholders of the Company do not hold more than 50% of the
|
||
H Shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and
|
||
8.24 of the Listing Rules; and (iv) there will be at least 300 H Shareholders at the time of the
|
||
Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 45 ---
|
||
– 45 –
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday,
|
||
April 17, 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional in all respects at or before that time, and the right of termination described
|
||
in “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public
|
||
Offering — Grounds for Termination” 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 Friday,
|
||
April 17, 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 Friday, April 17, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 Shares each, and the stock code of the Shares will
|
||
be 3277.
|
||
By order of the Board
|
||
GPIXEL CHANGCHUN MICROELECTRONICS INC.
|
||
Dr. WANG Xinyang
|
||
Chairman, General Manager, Chief Executive Officer,
|
||
Executive Director
|
||
Hong Kong, April 16, 2026
|
||
As of the date of this announcement, the Board comprises: (i) Dr. WANG Xinyang, Dr. ZHANG Yanxia
|
||
and Ms. WU Qinyun as executive Directors; (ii) Ms. YANG Yi, Dr. CHU Hairong and Dr. XIONG Jingying
|
||
as non-executive Directors; and (iii) Dr. WANG Xinlu, Dr. XIE Ning and Dr. GAO Teng as independent
|
||
non-executive Directors.
|