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.
1672 lines
68 KiB
Plaintext
1672 lines
68 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The Offer Shares have not been and will not be registered under
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the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”) or securities law
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of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred
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within the United States, except in transactions exempt from, or not subject to, the registration requirements of the
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U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer of the
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Offer Shares in the United States. The Offer Shares are being offered and sold solely (1) to qualified institutional
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buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S.
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Securities Act; and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S.
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Securities Act and applicable laws of each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated
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April 15, 2026 (the “Prospectus ”) issued by Huaqin Co., Ltd. (ʮ̡ ) (the “Company ”) for detailed
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information about the Global Offering described below before deciding whether or not to invest in the H Shares
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thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
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information in the Prospectus.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited,
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as stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
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such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
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may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
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any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
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regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an
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end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday,
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May 20, 2026). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so,
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in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571 W of the Laws of Hong Kong), as amended, made under the Securities
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and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, May 20, 2026).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-Overall Coordinators (for
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themselves and on behalf of the Hong Kong Underwriters) and the Overall Coordinators shall be entitled to terminate
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their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any
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of the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong
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Public Offering – Hong Kong Underwriting Agreement – Grounds for Termination ” in the Prospectus at any time prior
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to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Thursday, April 23, 2026).
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--- page 2 ---
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2
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Huaqin Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 58,548,200 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 5,854,900 H Shares
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Number of International Offer Shares : 52,693,300 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$77.70 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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(payable in full on application 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 : 3296
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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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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Huaqin Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated April 15, 2026 (the “Prospectus ”) issued by
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Huaqin Co., Ltd. (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares could
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move substantially even with a small number of H Shares traded and should exercise extreme
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caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 3296
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Stock short name HUAQIN
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Dealings commencement date April 23, 2026 #
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# see note at the end of the announcement
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Price Information
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Final Offer Price HK$77.70
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Maximum Offer Price HK$77.70
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-allotment
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Option)
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58,548,200
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Final Number of Offer Shares in Hong Kong Public Offering 5,854,900
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Final Number of Offer Shares in International Offering (before
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exercise of the Over-allotment Option)
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52,693,300
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Number of issued Shares upon Listing (before exercise of the
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Over-allotment Option)
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1,074,280,544
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--- page 4 ---
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4
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 0*
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– Hong Kong Public Offering –
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– International Offering –
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* The Offer Size Adjustment Option has not been exercised.
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Over-allocation
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No. of Offer Shares over-allocated 8,782,200
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$4,549.2 million
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Less: Estimated listing expenses payable based on the Final Offer
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Price
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HK$86.1 million
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Net proceeds HK$4,463.1 million
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the 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 Option (if any)
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for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus on a pro rata
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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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No. of valid applications 140,150
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No. of successful applications 42,660
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Subscription level 531.33 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 5,854,900
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No. of Offer Shares reallocated from the International Offering
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(reallocation) 0
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Final no. of Offer Shares under the Hong Kong Public Offering 5,854,900
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering (before the exercise of the Over-allotment
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Option) 10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for the full
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list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 171
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Subscription Level 13.34 times
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No. of Offer Shares initially available under the International
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Offering 52,693,300
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Final no. of Offer Shares under the International Offering 52,693,300
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% of Offer Shares under the International Offering to the Global
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Offering (before the exercise of the Over-allotment Option) 90%
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--- page 6 ---
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6
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering to
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certain permitted existing shareholders ( “Existing Minority Shareholders ”) and/or their close
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associates; and (b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit
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the Company to, among other things, allocate further H Shares in the International Offering to
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the Cornerstone Investors, existing shareholders and/or their close associates (i) none of the Offer
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Shares subscribed by the placees and the public have been financed directly or indirectly by the
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Company, any of the Directors, chief executive, substantial Shareholders, existing Shareholders
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of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the
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placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors, chief executive, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its
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name or otherwise held by him/her/it.
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The placees in the International Offering include the following :
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Cornerstone Investor
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Investor
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No. of Offer
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Shares allocated
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% of total issued
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H Shares after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 1/
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Note 2
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% of total issued
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share capital in
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the Company
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after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 1/
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Note 2
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Existing
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Shareholders
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or their close
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associates
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JPMAMAPL 6,858,800 11.71% 0.64% Yes
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UBS AM Singapore 1,008,600 1.72% 0.09% Yes
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Shanghai Gaoyi and CICC FT (in
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connection with Gaoyi OTC Swaps) 1,230,500 2.10% 0.11% Yes
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Perseverance Asset Management 786,700 1.34% 0.07% Yes
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Cloud Map 2,017,300 3.45% 0.19% No
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Taikang Life 2,017,300 3.45% 0.19% Yes
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3W Fund 1,512,900 2.58% 0.14% No
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New China Asset Management 1,008,600 1.72% 0.09% No
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Everbright Wealth 1,008,600 1.72% 0.09% No
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IvyRock 1,008,600 1.72% 0.09% No
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Aurora SF (in connection with the
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Arrangement) 2,521,600 4.31% 0.23% No
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--- page 7 ---
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7
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Investor
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No. of Offer
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Shares allocated
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% of total issued
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H Shares after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 1/
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Note 2
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% of total issued
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share capital in
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the Company
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after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 1/
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Note 2
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Existing
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Shareholders
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or their close
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associates
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KIL 2,521,600 4.31% 0.23% No
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OmniVision HK 1,512,900 2.58% 0.14% No
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Green Better 1,008,600 1.72% 0.09% No
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Hongxing International 1,008,600 1.72% 0.09% No
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Ingenic Semiconductor HK 1,008,600 1.72% 0.09% No
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Awinic Technology Limited 1,008,600 1.72% 0.09% No
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JinYi Capital (acting for and on behalf
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of Structured Credit SP Fund) 201,700 0.34% 0.02% No
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Total 29,250,100 49.96% 2.72%
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Notes:
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(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
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be issued under the Global Offering (assuming the Over-allotment Option is not exercised).
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(2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Everbright Wealth, 3W Fund,
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IvyRock, Awinic Technology Limited, Perseverance Asset Management, Shanghai Gaoyi and CICC FT (in
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connection with Gaoyi OTC Swaps), Ingenic Semiconductor HK, Cloud Map, KIL, UBS AM Singapore,
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OmniVision HK, Taikang Life, New China Asset Management and JPMAMAPL, and/or their close
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associates, were allocated further Offer Shares as placees in the International Offering. Please refer to the
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section headed “Allotment Results Details – International Offering – Allottees with Waivers/Consents
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Obtained ” in this announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are
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subject to lock-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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--- page 8 ---
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8
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Allottee with Waiver/Consent Obtained
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Investor
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No. of Offer
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Shares allocated
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% of total issued
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H Shares after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 3
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% of total issued
|
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share capital in
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the Company
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after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised) Note 4 Relationship
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Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
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1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding
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more than 1% of the issued share capital of the Company immediately prior to the completion of the Global
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Offering and/or their close associates
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JPMAMAPL 8,270,900 14.13% 0.77% Existing Minority
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Shareholder and/or
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its close associates,
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and a Cornerstone
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Investor
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Allottees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
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further H Shares to existing Shareholders and Cornerstone Investors and/or their close associates Note 1
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Everbright Wealth 201,700 0.34% 0.02% A Cornerstone
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Investor
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3W Fund 806,900 1.38% 0.08% A Cornerstone
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Investor
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IvyRock 201,700 0.34% 0.02% A Cornerstone
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Investor
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Awinic Technology Limited 201,700 0.34% 0.02% A Cornerstone
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Investor
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Perseverance Asset Management 217,700 0.37% 0.02% A Cornerstone
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Investor and an
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existing shareholder
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Shanghai Gaoyi and CICC FT
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(in connection with Gaoyi OTC
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Swaps)
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286,600 0.49% 0.03% A Cornerstone
|
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Investor and an
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existing shareholder
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Ingenic Semiconductor HK 201,700 0.34% 0.02% A Cornerstone
|
||
Investor
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||
Cloud Map 1,008,600 1.72% 0.09% A Cornerstone
|
||
Investor
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||
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||
|
||
--- page 9 ---
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9
|
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Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 3
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4 Relationship
|
||
KIL 1,008,600 1.72% 0.09% A Cornerstone
|
||
Investor
|
||
UBS AM Singapore 1,008,600 1.72% 0.09% A Cornerstone
|
||
Investor and an
|
||
existing shareholder
|
||
OmniVision HK 504,300 0.86% 0.05% A Cornerstone
|
||
Investor
|
||
Taikang Asset Management
|
||
(Hong Kong) Company Limited
|
||
(“Taikang AM ”)
|
||
4,300 0.01% 0.00% A close associate
|
||
of Taikang Life, a
|
||
Cornerstone Investor
|
||
and an existing
|
||
shareholder
|
||
Taikang Life 500,000 0.85% 0.05% A Cornerstone
|
||
Investor and an
|
||
existing
|
||
shareholder
|
||
New China Asset Management 201,700 0.34% 0.02% A Cornerstone
|
||
Investor
|
||
JPMAMAPL 1,412,100 2.41% 0.13% A Cornerstone
|
||
Investor and an
|
||
existing shareholder
|
||
Allottees 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 2
|
||
Shanghai Gaoyi and CICC FT
|
||
(in connection with Gaoyi OTC
|
||
Swaps)
|
||
286,600 0.49% 0.03% CICC Financial
|
||
Trading Limited
|
||
(“CICC FT ”) is
|
||
a member of the
|
||
same group as
|
||
China International
|
||
Capital Corporation
|
||
Hong Kong
|
||
Securities Limited
|
||
(“CICCHKS ”)
|
||
Beijing Hengde and CICC FT (in
|
||
connection with Beijing Hengde
|
||
OTC Swaps)
|
||
201,700 0.34% 0.02% CICC FT is a
|
||
member of the same
|
||
group as CICCHKS
|
||
Longyan Huasheng and CICC
|
||
FT (in connection with Longyan
|
||
Huasheng OTC Swaps)
|
||
504,300 0.86% 0.05% CICC FT is a
|
||
member of the same
|
||
group as CICCHKS
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 3
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4 Relationship
|
||
Shenwan Hongyuan and CICC FT
|
||
(in connection with SWHY OTC
|
||
Swaps)
|
||
201,700 0.34% 0.02% CICC FT is a
|
||
member of the same
|
||
group as CICCHKS
|
||
Yuanlesheng AM and CICC FT (in
|
||
connection with Yuanlesheng OTC
|
||
Swaps)
|
||
50,400 0.09% 0.00% CICC FT is a
|
||
member of the same
|
||
group as CICCHKS
|
||
Guotai Junan Investments
|
||
(Hong Kong) Limited ( “GTJA
|
||
Investments ”)
|
||
348,100 0.59% 0.03% GTJA Investments
|
||
is a member of the
|
||
same group as Guotai
|
||
Junan Securities
|
||
(Hong Kong)
|
||
Limited ( “GTJA
|
||
Securities ”) and
|
||
Haitong International
|
||
Securities Company
|
||
Limited ( “Haitong
|
||
Securities ”)
|
||
UBS AM Singapore 2,017,200 3.44% 0.18% UBS AG Hong
|
||
Kong Branch ( “UBS
|
||
AG”) and UBS
|
||
AM Singapore are
|
||
members of the same
|
||
group
|
||
Fullgoal Asset Management (HK)
|
||
Limited ( “Fullgoal HK ”)
|
||
200,000 0.34% 0.02% Fullgoal HK,
|
||
Fullgoal Fund,
|
||
Haitong Securities
|
||
and GTJA Securities
|
||
are members of the
|
||
same group
|
||
Fullgoal Fund Management Co.,
|
||
Ltd. ( “Fullgoal Fund ”)
|
||
606,900 1.04% 0.06%
|
||
HSBC Broking Securities (Asia)
|
||
Limited ( “HSBC Broking ”)
|
||
253,200 0.43% 0.02% The Hongkong and
|
||
Shanghai Banking
|
||
Corporation Limited
|
||
PB (“HSBC”),
|
||
HSBC GAM and
|
||
HSBC Broking are
|
||
members of the same
|
||
group
|
||
HSBC Global Asset Management
|
||
(Hong Kong) Limited ( “HSBC
|
||
GAM”)
|
||
806,900 1.38% 0.08%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 3
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4 Relationship
|
||
HuaAn Fund Management Co., Ltd
|
||
(“HuaAn Fund ”)
|
||
10,000 0.02% 0.00% HuaAn Fund,
|
||
Haitong Securities
|
||
and GTJA Securities
|
||
are members of the
|
||
same group
|
||
CITIC-Prudential Fund
|
||
Management Company Ltd.
|
||
(“CITIC-Prudential Fund ”)
|
||
151,200 0.26% 0.01% CITIC-Prudential
|
||
Fund and CLSA
|
||
Limited ( “CLSA”)
|
||
are members of the
|
||
same group
|
||
Notes:
|
||
1. 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 H
|
||
Shares to the existing Shareholders and/or their close associates and Cornerstone Investors, please refer to
|
||
the section headed “Others/Additional Information – Allottees with consent under Chapter 4.15 of the Guide
|
||
for New Listing Applicants in relation to allocations of further H Shares to Cornerstone Investors ” in this
|
||
announcement.
|
||
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||
for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed
|
||
“Others/Additional Information – Placing to connected clients with a prior consent under paragraph 1C(1) of
|
||
the Placing Guidelines ” in this announcement.
|
||
3. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
||
be issued under the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
4. Not taking into account any A Shares held by the relevant investors.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders Group
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Qiu Wensheng Note 3 48,746,040 4.54% October 22, 2026 (First Six
|
||
Month Period) Note 1
|
||
April 22, 2027 (Second Six
|
||
Month Period) Note 2
|
||
Shanghai Aoqin Note 3 321,300,000 29.91% October 22, 2026 (First Six
|
||
Month Period) Note 1
|
||
April 22, 2027 (Second Six
|
||
Month Period) Note 2
|
||
Shanghai Haixian Note 3 56,700,000 5.28% October 22, 2026 (First Six
|
||
Month Period) Note 1
|
||
April 22, 2027 (Second Six
|
||
Month Period) Note 2
|
||
Qiu Wenhui Note 3 18,060 0.00% October 22, 2026 (First Six
|
||
Month Period) Note 1
|
||
April 22, 2027 (Second Six
|
||
Month Period) Note 2
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Fujian Yuexiang Note 3 13,750,943 1.28% October 22, 2026 (First Six
|
||
Month Period) Note 1
|
||
April 22, 2027 (Second Six
|
||
Month Period) Note 2
|
||
Total 440,515,043 41.01%
|
||
Notes:
|
||
1. The Controlling Shareholders Group may dispose of or transfer Shares after the indicated date subject to that
|
||
each member of the Controlling Shareholders Group will not cease to be a Controlling Shareholders Group.
|
||
2. The Controlling Shareholders Group will cease to be prohibited from disposing or transferring Shares after
|
||
the indicated date.
|
||
3. For illustrative purposes only, this subsection lists only those members of the Controlling Shareholders Group
|
||
who hold Shares directly in the Company. Mr. Qiu Wensheng is a direct beneficial owner of 48,746,040
|
||
Shares of the Company and controls 321,300,000 Shares of the Company through Shanghai Aoqin and
|
||
56,700,000 Shares of the Company through Shanghai Haixian. Both Shanghai Aoqin and Shanghai Haixian
|
||
are ultimately controlled by Mr. Qiu Wensheng. In addition, Mr. Qiu Wenhui, brother of Mr. Qiu Wensheng,
|
||
is a direct beneficial owner of 18,060 Shares of the Company and controls 13,750,943 Shares of the Company
|
||
through Fujian Yuexiang, which was held by Mr. Qiu Wenhui as to 90% as a limited partner and as to 10%
|
||
by Ms. Lin Min (the spouse of Mr. Qiu Wenhui) as the general partner of Fujian Yuexiang. Ms. Lin Min has
|
||
taken up the role as the general partner of Fujian Yuexiang purely based on the marital property arrangement
|
||
between Mr. Qiu Wenhui and Ms. Lin Min. Shanghai Aoqin, Shanghai Haixian, Mr. Qiu Wenhui and Fujian
|
||
Yuexiang are the parties acting in concert with Mr. Qiu Wensheng pursuant to applicable PRC laws. In
|
||
addition, as advised by the PRC Legal Advisor of the Company, Ms. Lin Min is the general partner of Fujian
|
||
Yuexiang, and Fujian Yuexiang is deemed to be controlled by Ms. Lin Min pursuant to the applicable PRC
|
||
laws and the partnership agreement of Fujian Yuexiang.
|
||
Therefore, upon Listing, Mr. Qiu Wensheng, Shanghai Aoqin, Shanghai Haixian, Mr. Qiu Wenhui, Ms. Lin Min and
|
||
Fujian Yuexiang will constitute the Controlling Shareholders Group and each of them is subject to the same lock-up
|
||
as disclosed above. For further details, please refer to “Relationship with our Controlling Shareholder Group ” in the
|
||
Prospectus.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 2
|
||
JPMAMAPL 6,858,800 11.71% 0.64% October 22, 2026
|
||
UBS AM Singapore 1,008,600 1.72% 0.09% October 22, 2026
|
||
Shanghai Gaoyi and CICC FT
|
||
(in connection with Gaoyi OTC
|
||
Swaps)
|
||
1,230,500 2.10% 0.11% October 22, 2026
|
||
Perseverance Asset
|
||
Management
|
||
786,700 1.34% 0.07% October 22, 2026
|
||
Cloud Map 2,017,300 3.45% 0.19% October 22, 2026
|
||
Taikang Life 2,017,300 3.45% 0.19% October 22, 2026
|
||
3W Fund 1,512,900 2.58% 0.14% October 22, 2026
|
||
New China Asset Management 1,008,600 1.72% 0.09% October 22, 2026
|
||
Everbright Wealth 1,008,600 1.72% 0.09% October 22, 2026
|
||
IvyRock 1,008,600 1.72% 0.09% October 22, 2026
|
||
Aurora SF (in connection with
|
||
the Arrangement)
|
||
2,521,600 4.31% 0.23% October 22, 2026
|
||
KIL 2,521,600 4.31% 0.23% October 22, 2026
|
||
OmniVision HK 1,512,900 2.58% 0.14% October 22, 2026
|
||
Green Better 1,008,600 1.72% 0.09% October 22, 2026
|
||
Hongxing International 1,008,600 1.72% 0.09% October 22, 2026
|
||
Ingenic Semiconductor HK 1,008,600 1.72% 0.09% October 22, 2026
|
||
Awinic Technology Limited 1,008,600 1.72% 0.09% October 22, 2026
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 2
|
||
JinYi Capital (acting for and on
|
||
behalf of Structured Credit SP
|
||
Fund)
|
||
201,700 0.34% 0.02% October 22, 2026
|
||
Total 29,250,100 49.96% 2.72%
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
||
be issued under the Global Offering.
|
||
2. In accordance with the relevant cornerstone investment agreement, the required lock-up period ends on
|
||
October 22, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H
|
||
Shares subscribed pursuant to the relevant cornerstone investment agreement after the indicated date.
|
||
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 fully
|
||
exercised)
|
||
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 fully
|
||
exercised)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
% 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 fully
|
||
exercised)
|
||
Top 1 8,270,900 15.6963% 13.4540% 14.1267% 12.2840% 8,270,900 14.1267% 12.2840% 0.7699% 0.7637%
|
||
Top 5 19,870,200 37.7092% 32.3221% 33.9382% 29.5115% 19,870,200 33.9382% 29.5115% 1.8496% 1.8346%
|
||
Top 10 30,763,300 58.3818% 50.0416% 52.5435% 45.6901% 30,763,300 52.5435% 45.6901% 2.8636% 2.8404%
|
||
Top 25 46,396,600 88.0503% 75.4717% 79.2451% 68.9088% 46,396,600 79.2451% 68.9088% 4.3189% 4.2838%
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
H SHAREHOLDER 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 fully
|
||
exercised)
|
||
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 fully
|
||
exercised)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
% 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 fully
|
||
exercised)
|
||
Top 1 8,270,900 15.6963% 13.4540% 14.1267% 12.2840% 8,270,900 14.1267% 12.2840% 0.7699% 0.7637%
|
||
Top 5 19,870,200 37.7092% 32.3221% 33.9382% 29.5115% 19,870,200 33.9382% 29.5115% 1.8496% 1.8346%
|
||
Top 10 30,763,300 58.3818% 50.0416% 52.5435% 45.6901% 30,763,300 52.5435% 45.6901% 2.8636% 2.8404%
|
||
Top 25 46,396,600 88.0503% 75.4717% 79.2451% 68.9088% 46,396,600 79.2451% 68.9088% 4.3189% 4.2838%
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
|
||
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 fully
|
||
exercised)
|
||
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 fully
|
||
exercised)
|
||
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 fully
|
||
exercised)
|
||
Top 1 – 0.0000% 0.0000% 0.0000% 0.0000% – 440,515,043 41.0056% 40.6731%
|
||
Top 5 – 0.0000% 0.0000% 0.0000% 0.0000% – 685,068,283 63.7700% 63.2529%
|
||
Top 10 8,270,900 15.6963% 13.4540% 14.1267% 12.2840% 8,270,900 800,770,299 74.5401% 73.9357%
|
||
Top 25 28,746,000 54.5534% 46.7601% 49.0980% 42.6939% 28,746,000 847,560,562 78.8956% 78.2559%
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
# Among the top 25 placees, certain placees are also existing Shareholders. To the best knowledge, information
|
||
and belief of the Company after due enquiry, details of the allocations to the Existing Minority Shareholders
|
||
holding more than 1% of the issued share capital of the Company immediately prior to the completion of the
|
||
Global Offering have been disclosed in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 140,150 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING
|
||
Pool A
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of
|
||
the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
100 45,182 5,422 out of 45,182 applicants to receive 100 H Shares 12.00%
|
||
200 11,686 1,693 out of 11,686 applicants to receive 100 H Shares 7.24%
|
||
300 7,167 1,159 out of 7,167 applicants to receive 100 H Shares 5.39%
|
||
400 4,704 823 out of 4,704 applicants to receive 100 H Shares 4.37%
|
||
500 6,229 1,157 out of 6,229 applicants to receive 100 H Shares 3.71%
|
||
600 4,420 863 out of 4,420 applicants to receive 100 H Shares 3.25%
|
||
700 1,311 267 out of 1,311 applicants to receive 100 H Shares 2.91%
|
||
800 1,122 237 out of 1,122 applicants to receive 100 H Shares 2.64%
|
||
900 857 187 out of 857 applicants to receive 100 H Shares 2.42%
|
||
1,000 7,412 1,661 out of 7,412 applicants to receive 100 H Shares 2.24%
|
||
1,500 2,908 728 out of 2,908 applicants to receive 100 H Shares 1.67%
|
||
2,000 2,366 640 out of 2,366 applicants to receive 100 H Shares 1.35%
|
||
2,500 1,786 514 out of 1,786 applicants to receive 100 H Shares 1.15%
|
||
3,000 1,491 450 out of 1,491 applicants to receive 100 H Shares 1.01%
|
||
3,500 971 306 out of 971 applicants to receive 100 H Shares 0.90%
|
||
4,000 1,099 359 out of 1,099 applicants to receive 100 H Shares 0.82%
|
||
4,500 831 280 out of 831 applicants to receive 100 H Shares 0.75%
|
||
5,000 1,960 680 out of 1,960 applicants to receive 100 H Shares 0.69%
|
||
6,000 1,505 549 out of 1,505 applicants to receive 100 H Shares 0.61%
|
||
7,000 1,081 411 out of 1,081 applicants to receive 100 H Shares 0.54%
|
||
8,000 1,110 438 out of 1,110 applicants to receive 100 H Shares 0.49%
|
||
9,000 775 316 out of 775 applicants to receive 100 H Shares 0.45%
|
||
10,000 5,854 2,449 out of 5,854 applicants to receive 100 H Shares 0.42%
|
||
20,000 3,734 1,886 out of 3,734 applicants to receive 100 H Shares 0.25%
|
||
30,000 2,357 1,329 out of 2,357 applicants to receive 100 H Shares 0.19%
|
||
40,000 1,763 1,075 out of 1,763 applicants to receive 100 H Shares 0.15%
|
||
50,000 1,904 1,233 out of 1,904 applicants to receive 100 H Shares 0.13%
|
||
60,000 3,180 2,163 out of 3,180 applicants to receive 100 H Shares 0.11%
|
||
Total 126,765 Total number of Pool A successful applicants: 29,275
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Pool B
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of
|
||
the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
70,000 3,570 100 H Shares plus 929 out of 3,570 applicants to receive an additional
|
||
100 H Shares
|
||
0.18%
|
||
80,000 1,445 100 H Shares plus 551 out of 1,445 applicants to receive an additional
|
||
100 H Shares
|
||
0.17%
|
||
90,000 819 100 H Shares plus 408 out of 819 applicants to receive an additional
|
||
100 H Shares
|
||
0.17%
|
||
100,000 3,929 100 H Shares plus 2,398 out of 3,929 applicants to receive an
|
||
additional 100 H Shares
|
||
0.16%
|
||
200,000 1,569 300 H Shares 0.15%
|
||
300,000 749 300 H Shares plus 675 out of 749 applicants to receive an additional
|
||
100 H Shares
|
||
0.13%
|
||
400,000 331 400 H Shares 0.10%
|
||
500,000 281 400 H Shares plus 202 out of 281 applicants to receive an additional
|
||
100 H Shares
|
||
0.09%
|
||
600,000 170 500 H Shares plus 63 out of 170 applicants to receive an additional
|
||
100 H Shares
|
||
0.09%
|
||
700,000 74 500 H Shares plus 45 out of 74 applicants to receive an additional
|
||
100 H Shares
|
||
0.08%
|
||
800,000 79 600 H Shares 0.08%
|
||
900,000 45 600 H Shares 0.07%
|
||
1,000,000 153 600 H Shares 0.06%
|
||
1,500,000 47 800 H Shares 0.05%
|
||
2,000,000 30 1,000 H Shares 0.05%
|
||
2,500,000 18 1,200 H Shares 0.05%
|
||
2,927,400 76 1,400 H Shares 0.05%
|
||
Total 13,385 Total number of Pool B successful applicants: 13,385
|
||
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 19 ---
|
||
19
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocations of Offer Shares to the existing Shareholders and/or their close associates and
|
||
Cornerstone Investors with a consent under Chapter 4.15 of the Guide for New Listing
|
||
Applicants
|
||
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 certain Cornerstone Investors, existing shareholders and their close
|
||
associates, as placees, subject to the following conditions ( “Allocation to Size-based Exemption
|
||
Participants ”):
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under the Size-based Exemption (as
|
||
defined in the Guide for New Listing Applicants) do not exceed 30% of the total number of
|
||
the H Shares offered under the Global Offering;
|
||
(c) each Director and chief executive of the Company confirms that no securities have been
|
||
allocated to them or their respective close associates under the Size-based Exemption; and
|
||
(d) details of the allocation to existing Shareholders and/or their close associates and Cornerstone
|
||
Investors under the Size-based Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to existing Shareholders and/or their close associates
|
||
and Cornerstone Investors, please refer to the section headed “Allotment Results Details –
|
||
International Offering – Allottees with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Placing to connected clients with a prior consent under paragraph 1C of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines. Details of the placement to connected
|
||
clients are set out below. The Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted, consents under paragraph 1C(1) of the Placing Guidelines to permit 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.
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Discretionary or
|
||
non-discretionary
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering
|
||
1. CICCHKS CICC FT (in
|
||
connection with
|
||
Beijing Hengde
|
||
OTC Swaps)
|
||
Same group entities Non-discretionary No 201,700 0.34%
|
||
2. CICCHKS CICC FT (in
|
||
connection with
|
||
Longyan Huasheng
|
||
OTC Swaps)
|
||
Same group entities Non-discretionary No 504,300 0.86%
|
||
3. CICCHKS CICC FT (in
|
||
connection with
|
||
SWHY OTC
|
||
Swaps)
|
||
Same group entities Non-discretionary No 201,700 0.34%
|
||
4. CICCHKS CICC FT (in
|
||
connection with
|
||
Gaoyi OTC Swaps)
|
||
Same group entities Non-discretionary No 286,600 0.49%
|
||
5. CICCHKS CICC FT (in
|
||
connection with
|
||
Yuanlesheng OTC
|
||
Swaps)
|
||
Same group entities Non-discretionary No 50,400 0.09%
|
||
6. GTJA
|
||
Securities
|
||
GTJA Investments Same group entities Non-discretionary No 348,100 0.59%
|
||
Haitong
|
||
Securities
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Discretionary or
|
||
non-discretionary
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the Global
|
||
Offering
|
||
7. UBS AG UBS AM
|
||
Singapore
|
||
UBS AG and UBS
|
||
AM Singapore are
|
||
members of the same
|
||
group
|
||
Discretionary No 2,017,200 3.44%
|
||
8. GTJA
|
||
Securities
|
||
Fullgoal HK Fullgoal HK, Fullgoal
|
||
Fund, Haitong
|
||
Securities and
|
||
GTJA Securities are
|
||
members of the same
|
||
group
|
||
Discretionary Yes 200,000 0.34%
|
||
Haitong
|
||
Securities
|
||
Fullgoal Fund Discretionary Yes 606,900 1.04%
|
||
9. HSBC HSBC Broking HSBC, HSBC GAM
|
||
and HSBC Broking
|
||
are members of the
|
||
same group
|
||
Discretionary No 253,200 0.43%
|
||
HSBC GAM Discretionary No 806,900 1.38%
|
||
10. GTJA
|
||
Securities
|
||
HuaAn Fund HuaAn Fund, Haitong
|
||
Securities and
|
||
GTJA Securities are
|
||
members of the same
|
||
group
|
||
Discretionary No 10,000 0.02%
|
||
Haitong
|
||
Securities
|
||
11. CLSA CITIC-Prudential
|
||
Fund
|
||
CITIC-Prudential
|
||
Fund and CLSA are
|
||
members of the same
|
||
group
|
||
Discretionary No 151,200 0.26%
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
Note:
|
||
1. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “Beijing Hengde OTC Swaps ”) with each other and the ultimate clients (the
|
||
“CICC FT Ultimate Clients (Beijing Hengde) ”), pursuant to which CICC FT will hold the Offer Shares on a
|
||
non-discretionary basis to hedge the Beijing Hengde OTC Swaps while the economic risks and returns of the
|
||
underlying Offer Shares are passed to the CICC FT Ultimate Clients (Beijing Hengde), subject to customary
|
||
fees and commissions. The Beijing Hengde OTC Swaps will be fully funded by the CICC FT Ultimate Clients
|
||
(Beijing Hengde). During the terms of the Beijing Hengde OTC Swaps, all economic returns of the Offer Shares
|
||
subscribed by CICC FT will be passed to the CICC FT Ultimate Clients (Beijing Hengde) and all economic loss
|
||
shall be borne by the CICC FT Ultimate Clients (Beijing Hengde) through the Beijing Hengde OTC Swaps, and
|
||
CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The Beijing Hengde OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients (Beijing
|
||
Hengde) may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of
|
||
the Offer Shares and settle Beijing Hengde OTC Swaps in cash in accordance with the terms and conditions of
|
||
the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise
|
||
the voting rights attaching to the relevant Offer Shares during the terms of the Beijing Hengde OTC Swaps
|
||
according to its internal policy. The CICC FT Ultimate Clients (Beijing Hengde) for purpose of this placee
|
||
subscription include Hengde Yuanzheng Tianli No. 3 Private Equity Securities Investment Fund (
|
||
л 3 ږHengde Yuanzheng Tianli No. 7 Private Equity Securities Investment Fund ( 㛬ᅃ
|
||
л 7 ږHengde Yuanzheng Jinxin No. 4 Private Equity Securities Investment Fund
|
||
(ڦږּ4 ږand Hengde Jinze No. E49 Private Equity Securities Investment Fund
|
||
(ዣ E49 ږcollectively, “Hengde Funds ”), which are managed by Beijing Hengde
|
||
Era Fund Management Co. Ltd (ʮ̡ ) ( “Beijing Hengde ”), each of which is
|
||
an independent third party of CICC FT, CICCHKS and the companies which are members of the same group of
|
||
companies as each of the Underwriters.
|
||
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “Longyan Huasheng OTC Swaps ”) with each other and the ultimate client (the
|
||
“CICC FT Ultimate Client (Longyan Huasheng) ”), pursuant to which CICC FT will hold the Offer Shares
|
||
on a non-discretionary basis to hedge the Longyan Huasheng OTC Swaps while the economic risks and returns
|
||
of the underlying Offer Shares are passed to the CICC FT Ultimate Client (Longyan Huasheng), subject to
|
||
customary fees and commissions. The Longyan Huasheng OTC Swaps will be fully funded by the CICC FT
|
||
Ultimate Client (Longyan Huasheng). During the terms of the Longyan Huasheng OTC Swaps, all economic
|
||
returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Client (Longyan
|
||
Huasheng) and all economic loss shall be borne by the CICC FT Ultimate Client (Longyan Huasheng) through
|
||
the Longyan Huasheng OTC Swaps, and CICC FT will not take part in any economic return or bear any
|
||
economic loss in relation to the Offer Shares. The Longyan Huasheng OTC Swaps are linked to the Offer
|
||
Shares and the CICC FT Ultimate Client (Longyan Huasheng) may request CICC FT to redeem it at their own
|
||
discretions, upon which CICC FT shall dispose of the Offer Shares and settle Longyan Huasheng OTC Swaps
|
||
in cash in accordance with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal
|
||
title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares
|
||
during the terms of the Longyan Huasheng OTC Swaps according to its internal policy. The CICC FT Ultimate
|
||
Client (Longyan Huasheng) for purpose of this placee subscription is Longyan Huasheng Enterprise Investment
|
||
Co., Ltd. (ʮ̡ ), a wholly owned subsidiary of Longyan Investment Development
|
||
Group Co., Ltd. (ʮ̡ ) ( “Longyan Investment ”), which is an independent third party
|
||
of CICC FT, CICCHKS and the companies which are members of the same group of companies as each of the
|
||
Underwriters.
|
||
3. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “SWHY OTC Swaps ”) with each other and the ultimate client (the “CICC FT
|
||
Ultimate Client (SWHY) ”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis
|
||
to hedge the SWHY OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed
|
||
to the CICC FT Ultimate Client (SWHY), subject to customary fees and commissions. The SWHY OTC Swaps
|
||
will be fully funded by the CICC FT Ultimate Client (SWHY). During the terms of the SWHY OTC Swaps, all
|
||
economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Client
|
||
(SWHY) and all economic loss shall be borne by the CICC FT Ultimate Client (SWHY) through the SWHY
|
||
OTC Swaps, and CICC FT will not take part in any economic return or bear any economic loss in relation to the
|
||
Offer Shares. The SWHY OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Client (SWHY)
|
||
may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
Shares and settle SWHY OTC Swaps in cash in accordance with the terms and conditions of the SWHY OTC
|
||
Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting
|
||
rights attaching to the relevant Offer Shares during the terms of the SWHY OTC Swaps according to its internal
|
||
policy. The CICC FT Ultimate Client (SWHY) for purpose of this placee subscription is Shenwan Hongyuan
|
||
Securities Co., Ltd. (ʮ̡ ), a wholly owned subsidiary of Shenwan Hongyuan Group Co.,
|
||
Ltd. (ʮ̡ ) ( “Shenwan Hongyuan ”) (000166.SZ; 6806.HK), which is an independent
|
||
third party of CICC FT, CICCHKS and the companies which are members of the same group of companies as
|
||
each of the Underwriters.
|
||
4. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “Gaoyi OTC Swaps ”) with each other and the ultimate clients (the “CICC FT
|
||
Ultimate Clients (Gaoyi) ”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis
|
||
to hedge the Gaoyi OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed
|
||
to the CICC FT Ultimate Clients (Gaoyi), subject to customary fees and commissions. The Gaoyi OTC Swaps
|
||
will be fully funded by the CICC FT Ultimate Clients (Gaoyi). During the terms of the Gaoyi OTC Swaps, all
|
||
economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients
|
||
(Gaoyi) and all economic loss shall be borne by the CICC FT Ultimate Clients (Gaoyi) through the Gaoyi OTC
|
||
Swaps, and CICC FT will not take part in any economic return or bear any economic loss in relation to the
|
||
Offer Shares. The Gaoyi OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients (Gaoyi)
|
||
may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer
|
||
Shares and settle Gaoyi OTC Swaps in cash in accordance with the terms and conditions of the Gaoyi OTC
|
||
Swaps. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting
|
||
rights attaching to the relevant Offer Shares during the terms of the Gaoyi OTC Swaps according to its internal
|
||
policy. The CICC FT Ultimate Clients (Gaoyi) for purpose of this placee subscription are funds managed by
|
||
Shanghai Gaoyi Asset Management Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ (Υ
|
||
ྫ)) ( “Shanghai Gaoyi ”). Shanghai Gaoyi is a limited partnership established in the PRC, which is engaged in
|
||
asset management and investment management with a primary focus on investments in secondary market. The
|
||
managing partner of Shanghai Gaoyi is Shanghai Gaoyi Investment Management Co., Ltd. ( ɪऎ৷ᆇҳ༟၍ଣ
|
||
ʮ̡ ). Each of the CICC FT Ultimate Clients (Gaoyi) is an independent third party of CICC FT, CICCHKS
|
||
and the companies which are members of the same group of companies as each of the Underwriters.
|
||
5. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “Yuanlesheng OTC Swaps ”) with each other and the ultimate clients (the
|
||
“CICC FT Ultimate Clients (Yuanlesheng) ”), pursuant to which CICC FT will hold the Offer Shares on a
|
||
non-discretionary basis to hedge the Yuanlesheng OTC Swaps while the economic risks and returns of the
|
||
underlying Offer Shares are passed to the CICC FT Ultimate Clients (Yuanlesheng), subject to customary
|
||
fees and commissions. The Yuanlesheng OTC Swaps will be fully funded by the CICC FT Ultimate Clients
|
||
(Yuanlesheng). During the terms of the Yuanlesheng OTC Swaps, all economic returns of the Offer Shares
|
||
subscribed by CICC FT will be passed to the CICC FT Ultimate Clients (Yuanlesheng) and all economic loss
|
||
shall be borne by the CICC FT Ultimate Clients (Yuanlesheng) through the Yuanlesheng OTC Swaps, and
|
||
CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The Yuanlesheng OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients (Yuanlesheng)
|
||
may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer
|
||
Shares and settle Yuanlesheng OTC Swaps in cash in accordance with the terms and conditions of the
|
||
Yuanlesheng OTC Swaps. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will
|
||
not exercise the voting rights attaching to the relevant Offer Shares during the terms of the Yuanlesheng OTC
|
||
Swaps according to its internal policy. The CICC FT Ultimate Clients (Yuanlesheng) for purpose of this placee
|
||
subscription include Yuanlesheng Qiangye Private Securities Investment Fund ( ๕ᆀ᳅੶ุӷᗇՎҳ༟ਿ
|
||
ږand Yuanlesheng Qiangshu Private Securities Investment Fund (ږwhich are
|
||
funds managed by Tibet Yuanlesheng Asset Management Company Limited (ʮ̡ )
|
||
(“Yuanlesheng AM ”), each of which is an independent third party of CICC FT, CICCHKS and the companies
|
||
which are members of the same group of companies as each of the Underwriters.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
6. In relation to the GTJA Investments ’ Subscription, GTJA Investments shall hold the Offer Shares for hedging
|
||
purpose as the single underlying asset of several sets of back-to-back total return swap transaction (the “GTHT
|
||
Back-to-back TRS ”) to be entered into between GTJA Investments and Guotai Haitong Securities Co., Ltd. (the
|
||
“GTHT Onshore Parent ”) in connection with several total return swap orders (the “GTHT Client TRS ”) to
|
||
be entered into by GTHT Onshore Parent and several ultimate clients (the “GTHT Onshore Ultimate Client ”),
|
||
respectively. Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Client. GTJA
|
||
Investments will hold the Offer Shares on a non-discretionary basis for the purpose of hedging the economic
|
||
exposure under the GTHT Back-to-back TRS and GTHT Client TRS only, During the tenor of the GTHT Client
|
||
TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and all
|
||
economic losses shall be borne by the GTHT Onshore Ultimate Client, subject to the terms and conditions of
|
||
the GTHT Back-to-back TRS and GTHT Client TRS, and GTJA Investments will not take part in any economic
|
||
return or bear any economic loss in relation to the price of the Offer Shares. The GTHT Onshore Ultimate Client
|
||
may request to redeem the Offer Shares at their own discretion, upon which GTJA Investments shall dispose
|
||
of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in accordance with
|
||
the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents. Due to its internal
|
||
policy, GTJA Investments will not exercise the voting right attaching to the Offer Shares during the tenor of the
|
||
GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJA Investments after due enquiry, the GTHT Onshore
|
||
Ultimate Clients and their respective ultimate beneficial owners holding 30% or more interest include:
|
||
a. The GTHT Onshore Ultimate Client (Jedi) for purpose of this placee subscription is Jedi Yuanyang No.6
|
||
Private Securities Investment Fund (ݱ6 ږwhich is managed by Jedi Asset
|
||
Management, LLC (ʮ̡ ) ( “Jedi AM ”), each of which is an independent third
|
||
party of GTJA Investments, GTJA Securities and the companies which are members of the same group of
|
||
companies as each of the Underwriters;
|
||
b. The GTHT Onshore Ultimate Client (TSINGSTONE ASSET) for purpose of this placee subscription
|
||
is TSINGSTONE ASSET MANAGEMENT GROUP LIMITED ( ͩ༟ପ၍ଣ (ɪऎ )ʮ̡ )
|
||
(“TSINGSTONE ASSET ”), which is an independent third party of GTJA Investments, GTJA Securities
|
||
and the companies which are members of the same group of companies as each of the Underwriters; and
|
||
c. The GTHT Onshore Ultimate Client (Shanghai Milestone) for purpose of this placee subscription is
|
||
Lichen Scenery No. 66 Private Investment Fund (౻ 66 ږwhich is managed by
|
||
Shanghai Milestone Asset Management Co., Ltd. (ʮ̡ ) (“Shanghai Milestone ”),
|
||
each of which is an independent third party of GTJA Investments, GTJA Securities and the companies
|
||
which are members of the same group of companies as each of the Underwriters.
|
||
7. UBS AG becomes a sub-broker under the International Offering during the application period. UBS AM
|
||
Singapore is a member of the same group of companies as UBS AG. As a result, UBS AM Singapore is a
|
||
connected client of UBS AG. UBS AM Singapore proposes to participate as placee to subscribe for the Offer
|
||
Shares for and on behalf of its underlying client under the International Offering. UBS AM Singapore is a
|
||
wholly owned subsidiary of UBS Asset Management AG, an investment management company, which is wholly
|
||
ultimately owned by UBS Group AG, which is a company organised under Swiss law as a corporation that has
|
||
issued shares of common stock to investors. UBS Group AG ’s shares are listed on the SIX Swiss Exchange
|
||
(stock code: UBSG) and the New York Stock Exchange (stock code: UBS).
|
||
The number of Offer Shares allocated to UBS AM Singapore comprises Offer Shares allocated to UBS AM
|
||
Singapore in its capacity as a Cornerstone Investor and as a placee.
|
||
UBS AM Singapore will hold the Offer Shares in its capacity as discretionary investment manager managing
|
||
assets on behalf of its underlying clients. The subscription will be fully funded by the personal assets of the
|
||
underlying client. To the best knowledge of UBS AM Singapore after due enquiry, each of its underlying clients
|
||
is an independent third party of the Company, its subsidiaries, UBS AM Singapore, UBS AG and the companies
|
||
which are members of the same group of UBS AG and UBS AM Singapore.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
8. Fullgoal HK is a wholly owned subsidiary of Fullgoal Fund, which is owned by Guotai Haitong as to 27.775%.
|
||
Each of GTJA Securities and Haitong Securities is a subsidiary of Guotai Haitong. Each of Fullgoal HK and
|
||
Fullgoal Fund is considered as a member of the same group of companies as GTJA Securities and Haitong
|
||
Securities and therefore is a connected client of GTJA Securities and Haitong Securities.
|
||
Fullgoal HK will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds
|
||
on behalf of their investors (the “Fullgoal HK Ultimate Clients ”), each of which is, to the best knowledge
|
||
of Fullgoal HK, (i) an independent third party of the Company, its subsidiaries, its substantial shareholders,
|
||
Fullgoal HK, GTJA Securities, Haitong Securities and the companies which are members of the same group
|
||
of companies as Fullgoal HK, GTJA Securities and Haitong Securities; and (ii) Fullgoal China Small-Mid Cap
|
||
Growth Fund, a collective investment scheme which is not authorized by the SFC. Save as disclosed below, no
|
||
ultimate beneficial owner holds 30% or more interest in the funds.
|
||
The details of the Fullgoal HK Ultimate Clients are as follow:
|
||
Fund Name
|
||
Whether the Scheme
|
||
is Publicly Marketed Fund Manager
|
||
UBO of Fund
|
||
Manager
|
||
UBO of the Fullgoal
|
||
HK Ultimate Clients
|
||
The University of Hong Kong-
|
||
Hong Kong and China Equity
|
||
Fund
|
||
Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate
|
||
beneficial owner is
|
||
“The University of
|
||
Hong Kong ”
|
||
Fullgoal China Growth Select
|
||
Fund
|
||
Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate
|
||
beneficial owner is an
|
||
individual
|
||
Fullgoal China Opportunities Fund Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate
|
||
beneficial owners are
|
||
three investors which
|
||
are entities and funds
|
||
Fullgoal China Small-Mid Cap
|
||
Growth Fund
|
||
Yes Fullgoal HK Fullgoal Fund No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
HI-Aktien China 1-SFonds Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate
|
||
beneficial owner is an
|
||
European pension
|
||
BMO Greater China Fund Yes Fullgoal HK Fullgoal Fund No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
Fullgoal Fund will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds
|
||
on behalf of their investors (the “Fullgoal Fund Ultimate Clients ”), each of which is, to the best knowledge
|
||
of Fullgoal Fund, (i) an independent third party of the Company, its subsidiaries, its substantial shareholders,
|
||
Fullgoal Fund, GTJA Securities, Haitong Securities and the companies which are members of the same group of
|
||
companies as GTJA Securities, Haitong Securities and Fullgoal Fund; and (ii) a collective investment scheme
|
||
which is not authorized by the SFC. No ultimate beneficial owner holds 30% or more interest in the funds.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
The details of the Fullgoal Fund Ultimate Clients are as follow:
|
||
Fund Name
|
||
Whether the Scheme
|
||
is Publicly Marketed Fund Manager
|
||
UBO of Fund
|
||
Manager
|
||
UBO of the Fullgoal
|
||
Fund Ultimate
|
||
Clients
|
||
FULLGOAL DIVIDEND
|
||
SELECTED HYBRID FUND
|
||
Yes Fullgoal Fund N/A No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
CMB-FULLGOAL BLUE CHIP
|
||
SELECTED EQUITY FUND
|
||
(QDII)
|
||
Yes Fullgoal Fund N/A No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
ICBC Fullgoal global technology
|
||
& internet fund
|
||
Yes Fullgoal Fund N/A No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
Fullgoal Global Consumption
|
||
Selected Hybrid Fund
|
||
Yes Fullgoal Fund N/A No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
ICBC Fullgoal China Small & Mid
|
||
Cap (HK listed) Equity Fund
|
||
Yes Fullgoal Fund N/A No single ultimate
|
||
beneficial owner
|
||
holds 30% or more
|
||
interest
|
||
9. HSBC is a sub-broker under the International Offering. HSBC Broking will hold the Offer Shares in its capacity
|
||
as the discretionary fund manager managing assets on behalf of its underlying clients. HSBC GAM will hold
|
||
the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying
|
||
clients. Each of HSBC Broking and HSBC GAM is a member of the same group of companies as HSBC. As a
|
||
result, each of HSBC Broking and HSBC GAM is a connected client of HSBC. To the best knowledge of HSBC
|
||
Broking and HSBC GAM after due enquiry, each of its underlying clients is an independent third party of the
|
||
Company, its subsidiaries, HSBC, HSBC Broking, HSBC GAM and the companies which are members of the
|
||
same group of HSBC, HSBC Broking and HSBC GAM
|
||
10. HuaAn Fund, Haitong Securities and GTJA Securities are members of the same group. Therefore, HuaAn Fund
|
||
is a connected client of GTJA Securities and Haitong Securities.
|
||
11. CITIC-Prudential Fund will hold the Offer Shares in its capacity as the discretionary fund manager of Citic
|
||
Prudential Global Macro-asset Allocation AMP 1. To the best knowledge of CITIC-Prudential Fund, none of the
|
||
clients holds more than 30% ultimate beneficial interest in the relevant fund. CLSA and CITIC-Prudential Fund
|
||
are members of the same group. Therefore, CITIC-Prudential Fund is a connected client of CLSA.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
|
||
any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold solely (1) to qualified institutional buyers as defined
|
||
in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under
|
||
the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated April 15, 2026 issued by Huaqin Co., Ltd.
|
||
for detailed information about the Global Offering described below before deciding whether or
|
||
not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and the
|
||
Overall Coordinators shall be entitled to terminate their obligations under the Hong Kong
|
||
Underwriting Agreement with immediate effect upon the occurrence of any of the events set
|
||
out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong
|
||
Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for Termination ” in
|
||
the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
|
||
currently expected to be on April 23, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules provides that, where
|
||
a new applicant is a PRC issuer with other listed shares at the time of listing, this will normally
|
||
mean that the portion of H shares for which listing is sought that are held by the public, at the time
|
||
of listing, must (a) represent at least 10% of the issuer ’s total number of issued shares in the class
|
||
to which H shares belong (excluding treasury shares); or (b) have an expected market value of not
|
||
less than HK$3,000,000,000. It is expected that upon Listing (assuming the Over-allotment Option
|
||
is not exercised), based on the Offer Price of HK$77.70 per H Share, the market value of the H
|
||
Shares that are held by the public is approximately HK$4,549.2 million, which is higher than the
|
||
prescribed market value of the H Shares required to be held by the public of HK$3 billion under
|
||
Rule 19A.13A(2) of the Listing Rules, thereby satisfying Rule 8.08(1) (as amended and replaced
|
||
by Rule 19A.13A) of the Listing Rules.
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules provides that, where
|
||
a new applicant is a PRC issuer with other listed shares at the time of listing, this will normally
|
||
mean that the portion of H shares for which listing is sought that are held by the public and not
|
||
subject to any disposal restrictions (whether under contract, the Listing Rules, applicable laws
|
||
or otherwise), at the time of listing, must: (a) represent at least 5% of the total number of issued
|
||
shares in the class to which H shares belong at the time of listing (excluding treasury shares), with
|
||
an expected market value at the time of listing of not less than HK$50,000,000; or (b) have an
|
||
expected market value at the time of listing of not less than HK$600,000,000. The Company will
|
||
satisfy the free float requirement under Rule 8.08A (as amended and replaced by 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.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, April
|
||
23, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting – Underwriting Arrangements
|
||
and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for
|
||
Termination ” in the Prospectus has not been exercised. Investors who trade the H Shares on the
|
||
basis of publicly available allocation details prior to the receipt of H Share certificates or prior to
|
||
the H Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
|
||
April 23, 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 Thursday, April 23, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
|
||
be 3296.
|
||
By order of the Board
|
||
Huaqin Co., Ltd.
|
||
QIU Wensheng
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, April 22, 2026
|
||
As at the date of this announcement, Directors of the Company are: (i) Mr. Qiu Wensheng, Mr.
|
||
Cui Guopeng, Mr. Wu Zhenhai, Ms. Chen Xiaorong, Ms. Xi Pinghua and Mr. Deng Zhiguo as
|
||
executive directors; and (ii) Mr. Hu Saixiong, Mr. Huang Zhiguo and Dr. Yu Fang as independent
|
||
non-executive directors.
|