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.
1505 lines
47 KiB
Plaintext
1505 lines
47 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 securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
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or otherwise transferred within the United States except pursuant to an exemption from the registration requirements of
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the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States unless
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in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United
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States.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus
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dated May 18, 2026 (the “Prospectus ”) issued by Viewtrix Technology Co., Ltd (ʮ̡ ) (the
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“Company ”) for detailed information about the Global Offering described below before deciding whether or not to
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invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information in the Prospectus. The Company has not been and will not be registered under the
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U.S. Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
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over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action. Such
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stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person
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acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the Company, (b) may
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be discontinued at any time and (c) is required to be brought to an end within 30 days after the last day for lodging
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applications under the Hong Kong Public Offering (which is Saturday, June 20, 2026). Such stabilizing action, if taken,
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may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable
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laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W
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of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws
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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 Saturday, June 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 Sponsor-Overall Coordinators (for themselves and on behalf
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of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting {
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Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus
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at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday,
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May 27, 2026).
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--- page 2 ---
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2
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Viewtrix Technology 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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: 52,859,200 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 5,286,000 H Shares
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Number of International Offer Shares : 47,573,200 H Shares (subject to the Over-
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allotment Option)
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Offer Price : HK$20.81 per H Share plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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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 : 3310
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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 Coordinator, 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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VIEWTRIX TECHNOLOGY CO., LTD / 雲英谷科技股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated May 18, 2026 (the “Prospectus”) issued by Viewtrix Technology
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Co., Ltd (雲英谷科技股份有限公司) (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 move
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substantially even with a small number of the H Shares traded and should exercise extreme caution
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when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 3310
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Stock short name VIEWTRIX TECH
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Dealings commencement date May 27, 2026*
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*see note at the end of the announcement
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Price Information
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Offer Price HK$20.81
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Offer Shares and Share Capital
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Number of Offer Shares 52,859,200
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Final Number of Offer Shares in Hong Kong Public Offering 5,286,000
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Final Number of Offer Shares in International Offering 47,573,200
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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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427,778,950
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Over-allocation
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No. of Offer Shares over-allocated 7,928,800
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- International Offering 7,928,800
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Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over -allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds Note HK$1,100.00 million
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Less: Estimated listing expenses payable based on the
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Offer Price
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HK$80.93 million
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Net proceeds HK$1,019.07 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
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Company will adjust the allocation of the net proceeds fro m the exercise of the Over -allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the Prospectus
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on a pro rata basis.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 242,444
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No. of successful applications 25,707
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Subscription level 3,559.68 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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5,286,000
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Final no. of Offer Shares under the Hong Kong Public Offering 5,286,000
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% of Offer Shares under the Hong Kong Public Offer ing to the
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Global Offering
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10%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 72
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Subscription level 7.05 times
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No. of Offer Shares initially available under the International
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Offering
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47,573,200
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Final no. of Offer Shares under the International Offering 47,573,200
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% of Offer Shares under the International Offer ing to the Global
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Offering
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90%
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% of final no. of Offer Shares under the International Offer ing to
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the Global Offering (after over-allocation)
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91.3%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a consent under
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paragraph 1C(2) of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by the Stock
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Exchange to permit H Shares in the International Offering to be placed to Digital Vista, a close associate of
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an existing Shareholder as a Cornerstone Investor; and (b) a consent under Chapter 4.15 of the Guide for New
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Listing Applicants to permit the Company to, among other things, allocate further H Shares to Digital Vista
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as a placee in the International Offering, (i) none of the Offer Shares subscribed by the placees and the public
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have been financed directly or indirectly by the Company, any of the Directors, chief executive of the Company,
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members of the Single Largest Shareholder Group , substantial Shareholders, existing Shareholders of the
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Company or any of its subsidiaries or their respective close associates ; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of
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the Directors, chief executive of the Company, members of the Single Largest Shareholder Group, substantial
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Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close
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associates in relation to the acquisition, disposal, voting or other disposition of the H Shares registered in
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his/her/its 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 Investors
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--- page 5 ---
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5
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Investor
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No. of Offer
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Shares
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allocated
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Approximate % of the
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Offer Shares (assuming
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the Over -allotment
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Option is not exercised)
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Approximate % of total
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issued share capital after the
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Global Offering (assuming
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the Over-allotment Option is
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not exercised)
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Existing
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Shareholders or
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their close
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associates Note 2
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Digital
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Vista Note1 16,818,800 31.82% 3.93% Yes Note2
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SpreadCom 1,874,000 3.55% 0.44% No
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Total 18,692,800 35.37% 4.37%
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Notes:
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1. In addition to the Offer Shares subscribed for as a Cornerstone Investor, Digital Vista was allocated further Offer Shares as a
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placee in the International Offering. Please refer to the section headed “Allotment Results Details — International Offering —
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Allottees with Consents Obtained” in this announcement for details. Only the Offer Shares subscribed for as a Cornerstone Investor
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are subject to lock -up restrictions 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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2. As disclosed in the section headed “Waiver and Consent” in the Prospectus, solely for the purpose of the Global Offering, Digital
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Vista is considered to be a close associate of an existing Shareholder (i.e., Guangdong Province Semiconductor and Integrated
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Circuit Industry Investment Fund Partnership (L.P.) (廣東省半導體及集成電路產業投資基金合夥企業(有限合夥)) holding
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less than 5% voting rights of the Company, which is ultimately controlled by the People’s Government of Guangdong Province (廣
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東省人民政府). For details of the prior consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription of H
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Shares by a close associate of an existing Shareholder as a Cornerstone Investor , please refer to the section headed “Others/
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Additional Information — Placing to a close associate of an existing Shareholder as a Cornerstone Investor” in this announcement.
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--- page 6 ---
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6
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Allottees with Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of the Offer
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Shares (assuming
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the Over -allotment
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Option is not
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exercised)
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% of total issued share
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capital after the Global
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Offering (assuming the
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Over-allotment Option
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is not exercised) Relationship
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Allottees with consent under paragraphs 16 and 18 of Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations of further H Shares to a Cornerstone Investor Note 1
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Digital Vista 7,640,800 14.46% 1.79%
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Cornerstone
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Investor and close
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associate of an
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existing
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Shareholder
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
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for New Listing Applicants in relation to allocations to connected clients Note 2
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E Fund Management
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Co, Ltd. (“E Fund”) 8,600 0.02% 0.002%
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Connected client as
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a placee
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E Fund Management
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(Hong Kong) Co,
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Ltd. (“E Fund HK”) 8,600 0.02% 0.002%
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Connected client as
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a placee
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CITIC Securities
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International Capital
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Management
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Limited (“CSI”) 4,000 0.008% 0.0008%
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Connected client as
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a placee
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Haitong
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International Asset
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Management (HK)
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Limited (“Haitong
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AM”) 400 0.0008% 0.00008%
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Connected client as
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a placee
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Notes:
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1. The number of Offer Shares allocated to the relevant investor listed in this subsection only represents the number of Offer S hares
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allocated to such investor as a placee in the International Offering. For allocations of Offer Shares to such investor as a
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Cornerstone Investor, please refer to the section headed “Allotment Results Details — International Offe ring — Cornerstone
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Investors” in this announcement. For details of the consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations of further H Shares to the relevant Cornerstone Investor, please refer to the section headed
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“Others / Additional Information — Allocations of Offer Shares to a Cornerstone Investor with a consent under Chapter 4.15 of
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the Guide for New Listing Applicants” in this announcement. Solely for the purpose of the allocation of further H Shares to Digital
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Vista as a placee in the International Offering, Digital Vista is considered to be a close associate of an existing Shareholder who
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is deemed as a “PRC governmental body” under the Listing Rules and the Guide for New Listing Applicants.
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2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations to connected clients, please refer to the sections headed “Others / Additional Information —
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Placing to connected clients with a consent under paragraph 1C(1) of the Placing Guidelines” in this announcement.
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LOCK-UP UNDERTAKINGS
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Single Largest Shareholder Group
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--- page 7 ---
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7
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Name Note 1
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Number and
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description of
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Shares held in
|
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the Company
|
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subject to lock-up
|
||
undertakings
|
||
upon Listing
|
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% of total issued H
|
||
Shares after the Global
|
||
Offering subject to
|
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lock-up undertakings
|
||
(assuming the Over -
|
||
allotment Option is not
|
||
exercised) Note 2
|
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% of shareholding in
|
||
the Company subject
|
||
to lock-up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
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||
not exercised)
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Last day subject to
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the lock -up
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undertakings Note 3
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Shenzhen
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Yishi
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36,204,584 H
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Shares
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8.46% 8.46% May 26, 2027
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Yisheng
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No. 1
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23,843,783 H
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Shares
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5.57% 5.57% May 26, 2027
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Yisheng
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No. 2
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12,636,372 H
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Shares
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2.95% 2.95% May 26, 2027
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Notes:
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1. For illustrative purposes only, this subsection lists only those members of the Single Largest Shareholder Group who hold
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Shares directly in the Company. Pursuant to Rule 10.07 of the Listing Rules, each member of the Single Largest Shareholder
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Group (namely, Dr, Gu Jing, Shenzhen Yishi, Yisheng No. 1 and Yisheng No. 2) has undertaken to the Stock Exchange and the
|
||
Company that, except pursuant to the Global Offering (including the Over-allotment Option), it/he will not, and shall procure
|
||
that the relevant r egistered holder(s) will not, without the prior written consent of the Stock Exchange or unless otherwise
|
||
permitted under the Listing Rules, at any time in the period commencing on the date by reference to which disclosure of its/his
|
||
shareholding is made i n the Prospectus and ending on the date which is six months from the Listing Date, either directly or
|
||
indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or
|
||
encumbrances in respect of, any of the securities of the Company in respect of which it/he is shown by the Prospectus to be the
|
||
beneficial owner. For further details, please refer to the section headed “Underwriting — Underwriting Arrangements and
|
||
Expenses — Hong Kong Public Offering — Undertakings to the Stock Exchange pursuant to the Listing Rules — Undertakings
|
||
by the Single Largest Shareholder Group” in the Prospectus.
|
||
|
||
2. Upon completion of the Global Offering, 374,919,750 Unlisted Shares are converted into H Shares on a one-for-one basis.
|
||
|
||
3. The expiry day of the lock -up period shown in the table above is pursuant to the PRC Company Law. In accordance with the
|
||
relevant Listing Rule, the required lock-up for the six-month period ends on November 26, 2026.
|
||
|
||
|
||
Cornerstone Investors
|
||
Name
|
||
Number and
|
||
description of
|
||
Shares held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total Offer
|
||
Shares after the
|
||
Global Offering
|
||
subject to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
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Digital Vista 16,818,800 H
|
||
Shares
|
||
31.82% 3.93% November
|
||
26, 2026
|
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SpreadCom 1,874,000 H Shares 3.55% 0.44% November
|
||
26, 2026
|
||
Note:
|
||
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock -up periods will end on November 26, 2026. The
|
||
Cornerstone Investors will cease to be prohibited from disposing of or transferring the H Shares subscribed for pursuant to the relevant
|
||
cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
Pre-IPO Investors
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
|
||
Name
|
||
Number and
|
||
description 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
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject to
|
||
the lock -up
|
||
undertakings Note 2
|
||
HSG 23,718,425 H
|
||
Shares
|
||
5.54% 5.54% May 26, 2027
|
||
QM119
|
||
Limited
|
||
21,314,190 H
|
||
Shares
|
||
4.98% 4.98% May 26, 2027
|
||
Qiming
|
||
Rongke
|
||
3,758,239 H
|
||
Shares
|
||
0.88% 0.88% May 26, 2027
|
||
Qiming
|
||
Rongying
|
||
2,623,075 H
|
||
Shares
|
||
0.61% 0.61% May 26, 2027
|
||
Qicheng
|
||
Zhiyuan
|
||
18,343,755 H
|
||
Shares
|
||
4.29% 4.29% May 26, 2027
|
||
Ningbo
|
||
Yuhang
|
||
14,668,811 H
|
||
Shares
|
||
3.43% 3.43% May 26, 2027
|
||
Xiamen Zhiyi 6,044,157 H
|
||
Shares
|
||
1.41% 1.41% May 26, 2027
|
||
Nanshan
|
||
Hongtai
|
||
17,426,566 H
|
||
Shares
|
||
4.07% 4.07% May 26, 2027
|
||
Hongtai Zhiyun 2,225,785 H
|
||
Shares
|
||
0.52% 0.52% May 26, 2027
|
||
Xiaomi
|
||
Changjiang
|
||
15,820,663 H
|
||
Shares
|
||
3.70% 3.70% May 26, 2027
|
||
Tianjin Jinmi 1,742,655 H
|
||
Shares
|
||
0.41% 0.41% May 26, 2027
|
||
Hubble
|
||
Technology
|
||
15,820,663 H
|
||
Shares
|
||
3.70% 3.70% May 26, 2027
|
||
Boe
|
||
Technology
|
||
15,507,357 H
|
||
Shares
|
||
3.63% 3.63% May 26, 2027
|
||
Qualcomm
|
||
China
|
||
8,870,853 H
|
||
Shares
|
||
2.07% 2.07% May 26, 2027
|
||
Jiaxing Haiyun 8,697,610 H
|
||
Shares
|
||
2.03% 2.03% May 26, 2027
|
||
Hefei Tianze 8,632,034 H
|
||
Shares
|
||
2.02% 2.02% May 26, 2027
|
||
Jichuang
|
||
Yuyuan
|
||
8,537,163 H
|
||
Shares
|
||
2.00% 2.00% May 26, 2027
|
||
Vertex Legacy 7,805,897 H
|
||
Shares
|
||
1.82% 1.82% May 26, 2027
|
||
Xiangfeng
|
||
Phase II
|
||
4,500,000 H
|
||
Shares
|
||
1.05% 1.05% May 26, 2027
|
||
Xiamen Qilu 7,103,825 H
|
||
Shares
|
||
1.66% 1.66% May 26, 2027
|
||
CICC Pucheng 2,324,928 H
|
||
Shares
|
||
0.54% 0.54% May 26, 2027
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
|
||
Name
|
||
Number and
|
||
description 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
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject to
|
||
the lock -up
|
||
undertakings Note 2
|
||
Nanshan
|
||
Zhonghang
|
||
6,805,346 H
|
||
Shares
|
||
1.59% 1.59% May 26, 2027
|
||
Shenzhen
|
||
Pingshan
|
||
400,168 H
|
||
Shares
|
||
0.09% 0.09% May 26, 2027
|
||
White Cloud
|
||
Valley
|
||
6,407,569 H
|
||
Shares
|
||
1.50% 1.50% May 26, 2027
|
||
Linghui
|
||
Cornerstone
|
||
4,848,488 H
|
||
Shares
|
||
1.13% 1.13% May 26, 2027
|
||
Hangzhou
|
||
Kunwei
|
||
4,164,147 H
|
||
Shares
|
||
0.97% 0.97% May 26, 2027
|
||
Shanghai
|
||
Suishuo
|
||
4,125,388 H
|
||
Shares
|
||
0.96% 0.96% May 26, 2027
|
||
Yueke Xintai
|
||
No. 25
|
||
3,258,109 H
|
||
Shares
|
||
0.76% 0.76% May 26, 2027
|
||
Yueke Xintai
|
||
Industry
|
||
1,313,762 H
|
||
Shares
|
||
0.31% 0.31% May 26, 2027
|
||
Haitong New
|
||
Energy
|
||
3,188,193 H
|
||
Shares
|
||
0.75% 0.75% May 26, 2027
|
||
Guokai
|
||
Technology
|
||
2,791,877 H
|
||
Shares
|
||
0.65% 0.65% May 26, 2027
|
||
Semiconductor
|
||
and IC Fund
|
||
2,700,000 H
|
||
Shares
|
||
0.63% 0.63% May 26, 2027
|
||
Wofu Ruixin 2,582,812 H
|
||
Shares
|
||
0.60% 0.60% May 26, 2027
|
||
Ceyuan
|
||
Guangyi
|
||
2,489,700 H
|
||
Shares
|
||
0.58% 0.58% May 26, 2027
|
||
Shanghai
|
||
Fuzhishuo
|
||
2,412,907 H
|
||
Shares
|
||
0.56% 0.56% May 26, 2027
|
||
Yu Huihui 616,632 H
|
||
Shares
|
||
0.14% 0.14% May 26, 2027
|
||
Bangsheng
|
||
Yingxin
|
||
2,366,646 H
|
||
Shares
|
||
0.55% 0.55% May 26, 2027
|
||
Houwang
|
||
Ruilian
|
||
2,295,000 H
|
||
Shares
|
||
0.54% 0.54% May 26, 2027
|
||
Zhicheng
|
||
Shuzhi
|
||
2,181,393 H
|
||
Shares
|
||
0.51% 0.51% May 26, 2027
|
||
Shenzhen
|
||
High-Tech
|
||
Investment
|
||
2,181,393 H
|
||
Shares
|
||
0.51% 0.51% May 26, 2027
|
||
Shengao
|
||
Investment
|
||
1,090,696 H
|
||
Shares
|
||
0.25% 0.25% May 26, 2027
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
Name
|
||
Number and
|
||
description 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
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject to
|
||
the lock -up
|
||
undertakings Note 2
|
||
Shenzhen
|
||
High-Tech
|
||
Fuhai
|
||
545,348 H
|
||
Shares
|
||
0.13% 0.13% May 26, 2027
|
||
Jiaxing Xihao 1,833,336 H
|
||
Shares
|
||
0.43% 0.43% May 26, 2027
|
||
Qingyue
|
||
Optoelectronics
|
||
1,742,655 H
|
||
Shares
|
||
0.41% 0.41% May 26, 2027
|
||
Guangdong
|
||
Changtuoshi
|
||
1,608,605 H
|
||
Shares
|
||
0.38% 0.38% May 26, 2027
|
||
Wanchuang
|
||
Shidai
|
||
1,562,344 H
|
||
Shares
|
||
0.37% 0.37% May 26, 2027
|
||
Nanjing Jintai 1,118,664 H
|
||
Shares
|
||
0.26% 0.26% May 26, 2027
|
||
Yuxin Taojin 900,000 H
|
||
Shares
|
||
0.21% 0.21% May 26, 2027
|
||
Shenzhen
|
||
Addition No. 2
|
||
545,348 H
|
||
Shares
|
||
0.13% 0.13% May 26, 2027
|
||
Dinghong
|
||
Growth
|
||
450,000 H
|
||
Shares
|
||
0.11% 0.11% May 26, 2027
|
||
Huahui Dianke 450,000 H
|
||
Shares
|
||
0.11% 0.11% May 26, 2027
|
||
Notes:
|
||
|
||
1. Upon completion of the Global Offering, 374,919,750 Unlisted Shares are converted into H Shares on a one-for-one basis.
|
||
|
||
2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
|
||
Existing Shareholders o ther than the Single Largest Shareholder Group and the Pre -IPO Investors as
|
||
identified in the section headed “History, Development and Corporate Structure” in the Prospectus
|
||
Name
|
||
Number and
|
||
description 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
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject to
|
||
the lock -up
|
||
undertakings Note 2
|
||
Shenzhen
|
||
Yizhen
|
||
15,910,023 H
|
||
Shares
|
||
3.72% 3.72% May 26, 2027
|
||
Beijing
|
||
Chengda
|
||
1,861,811 H
|
||
Shares
|
||
0.44% 0.44% May 26, 2027
|
||
Notes:
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
|
||
Name
|
||
Number and
|
||
description 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
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)Note 1
|
||
% of shareholding in
|
||
the Company subject
|
||
to lock -up
|
||
undertakings
|
||
(assuming the Over -
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject to
|
||
the lock -up
|
||
undertakings Note 2
|
||
1. Upon completion of the Global Offering, 374,919,750 Unlisted Shares are converted into H Shares on a one-for-one basis.
|
||
|
||
2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H Shares
|
||
allotted
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of the
|
||
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 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 24,459,600 51.41% 44.07% 46.27% 40.24% 27,159,600 6.35% 6.23%
|
||
Top 5 40,592,200 85.33% 73.14% 76.79% 66.78% 43,292,200 10.12% 9.94%
|
||
Top 10 49,566,200 104.19% 89.31% 93.77% 81.54% 52,266,200 12.22% 12.00%
|
||
Top 25 55,432,400 116.52% 99.87% 104.87% 91.19% 58,132,400 13.59% 13.34%
|
||
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares
|
||
allotted
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of the
|
||
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 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 - 0.00% 0.00% 0.00% 0.00% 72,684,739 16.99% 16.68%
|
||
Top 5 24,459,600 51.41% 44.07% 46.27% 40.24% 190,314,541 44.49% 43.68%
|
||
Top 10 24,459,600 51.41% 44.07% 46.27% 40.24% 274,768,253 64.23% 63.06%
|
||
Top 25 35,212,200 74.02% 63.44% 66.62% 57.93% 379,314,970 88.67% 87.06%
|
||
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the Shareholders upon Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
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 - 0.00% 0.00% 0.00% 0.00% 72,684,739 72,684,739 16.99% 16.68%
|
||
Top 5 24,459,600 51.41% 44.07% 46.27% 40.24% 190,314,541 190,314,541 44.49% 43.68%
|
||
Top 10 24,459,600 51.41% 44.07% 46.27% 40.24% 274,768,253 274,768,253 64.23% 63.06%
|
||
Top 25 35,212,200 74.02% 63.44% 66.62% 57.93% 379,314,970 379,314,970 88.67% 87.06%
|
||
|
||
Notes:
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
|
||
POOL A
|
||
200 65,446 1,963 out of 65,446 to receive 200 Shares 3.00%
|
||
400 30,136 913 out of 30,136 to receive 200 Shares 1.51%
|
||
600 7,223 221 out of 7,223 to receive 200 Shares 1.02%
|
||
800 4,798 148 out of 4,798 to receive 200 Shares 0.77%
|
||
1,000 6,323 197 out of 6,323 to receive 200 Shares 0.62%
|
||
1,200 2,972 93 out of 2,972 to receive 200 Shares 0.52%
|
||
1,400 2,190 69 out of 2,190 to receive 200 Shares 0.45%
|
||
1,600 2,195 70 out of 2,195 to receive 200 Shares 0.40%
|
||
1,800 3,217 104 out of 3,217 to receive 200 Shares 0.36%
|
||
2,000 17,346 564 out of 17,346 to receive 200 Shares 0.33%
|
||
3,000 5,182 176 out of 5,182 to receive 200 Shares 0.23%
|
||
4,000 5,625 199 out of 5,625 to receive 200 Shares 0.18%
|
||
5,000 3,654 134 out of 3,654 to receive 200 Shares 0.15%
|
||
6,000 2,437 93 out of 2,437 to receive 200 Shares 0.13%
|
||
7,000 1,781 70 out of 1,781 to receive 200 Shares 0.11%
|
||
8,000 1,753 72 out of 1,753 to receive 200 Shares 0.10%
|
||
9,000 2,513 106 out of 2,513 to receive 200 Shares 0.09%
|
||
10,000 9,083 398 out of 9,083 to receive 200 Shares 0.09%
|
||
20,000 6,544 378 out of 6,544 to receive 200 Shares 0.06%
|
||
30,000 4,075 293 out of 4,075 to receive 200 Shares 0.05%
|
||
40,000 3,657 314 out of 3,657 to receive 200 Shares 0.04%
|
||
50,000 3,342 334 out of 3,342 to receive 200 Shares 0.04%
|
||
60,000 2,399 273 out of 2,399 to receive 200 Shares 0.04%
|
||
70,000 2,052 263 out of 2,052 to receive 200 Shares 0.04%
|
||
80,000 1,938 275 out of 1,938 to receive 200 Shares 0.04%
|
||
90,000 1,593 249 out of 1,593 to receive 200 Shares 0.03%
|
||
100,000 11,284 1,920 out of 11,284 to receive 200 Shares 0.03%
|
||
200,000 10,705 3,326 out of 10,705 to receive 200 Shares 0.03%
|
||
Total 221,463
|
||
Total number of Pool A successful
|
||
applicants: 13,215
|
||
|
||
POOL B
|
||
300,000 8,705 3,954 out of 8,705 to receive 200 Shares 0.03%
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
|
||
400,000 2,530 1,262 out of 2,530 to receive 200 Shares 0.02%
|
||
500,000 1,961 1,069 out of 1,961 to receive 200 Shares 0.02%
|
||
600,000 1,300 767 out of 1,300 to receive 200 Shares 0.02%
|
||
700,000 955 606 out of 955 to receive 200 Shares 0.02%
|
||
800,000 858 584 out of 858 to receive 200 Shares 0.02%
|
||
900,000 585 423 out of 585 to receive 200 Shares 0.02%
|
||
1,000,000 1,167 907 out of 1,167 to receive 200 Shares 0.02%
|
||
1,250,000 645 200 Shares 0.02%
|
||
1,500,000 460 200 Shares plus 9 out of 460 to receive
|
||
additional 200 Shares
|
||
0.01%
|
||
1,750,000 708 200 Shares plus 97 out of 708 to receive
|
||
additional 200 Shares
|
||
0.01%
|
||
2,643,000 1,107 200 Shares plus 617 out of 1,107 to receive
|
||
additional 200 Shares
|
||
0.01%
|
||
Total 20,981
|
||
Total number of Pool B successful
|
||
applicants: 12,492
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules in respect of which consent has been obtained,
|
||
the Company has complied with the Listing Rules and guidance materials in relation to the placing,
|
||
allotment and listing of the H Shares.
|
||
The Directors confirm that, to the best of their knowledge, 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 is 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
|
||
|
||
Placing to a close associate of an existing Shareholder as a Cornerstone Investor
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
|
||
paragraph 1C(2) of Appendix F1 to the Listing Rules to permit Digital Vista to participate in the Global Offering
|
||
as a Cornerstone Investor. For details, see the sections headed “Waivers and Consent – Consent under Paragraph
|
||
1C(2) of Appendix F1 to the Listing Rules in respect of Subscription of Offer Shares by a close associate of an
|
||
existing Shareholder as a Cornerstone Investor” and “Cornerstone Investments” in the Prospectus.
|
||
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange.
|
||
|
||
For details of further allocations of Offer Shares to such Cornerstone Investor as a placee in the International
|
||
Offering, please refer to the section headed “Allotment Results Details – International Offering – Allottees with
|
||
Consents Obtained” in this announcement.
|
||
|
||
Allocations of Offer Shares to a Cornerstone Investor 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
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
|
||
International Offering to a Cornerstone Investor as a placee, subject to the following conditions (the
|
||
“Allocation to Size-based Exemption Participant”):
|
||
|
||
(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 Allocation to Size -based Exemption Participant will not affect the Company’s ability to
|
||
satisfy its public float requirement under Rule 8.08 (1) (as amended and replaced by Rule
|
||
19A.13A) of the Listing Rules;
|
||
|
||
(c) each Director and chief executive confirms that no securities have been allocated to them or their
|
||
respective close associates under this exemption; and
|
||
|
||
(d) details of the allocation to such Cornerstone Investor under this exemption will be disclosed in
|
||
this announcement.
|
||
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
|
||
For details of the allocations of Offer Shares to Cornerstone Investors , please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Consents Obtained” in
|
||
this announcement.
|
||
|
||
Placing to connected clients with a consent under paragraph 1C(1) of the Placing Guidelines
|
||
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines as placees. Please refer to the section headed
|
||
“Allotment Results Details — International Offering — Allottees with Consents Obtained” in this
|
||
announcement for details. The Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit the
|
||
Company to allocate such Offer Shares in the International Offering to the connected clients as placees.
|
||
The allocations of Offer Shares to such connected clients are in compliance with all the conditions
|
||
under the consent granted by the Stock Exchange. Details of the placement to connected clients as
|
||
placees are set out below:
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorized
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
Connected
|
||
Client will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares on
|
||
a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third partis
|
||
Number of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer
|
||
Shares under the
|
||
Global Offering
|
||
(assuming no exercise
|
||
of the Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
immediately following
|
||
completion of the
|
||
Global Offering
|
||
(assuming no exercise
|
||
of the Over-allotment
|
||
Option)
|
||
1. GF Securities
|
||
(Hong Kong)
|
||
Brokerage
|
||
Limited
|
||
(“GFSHK”)
|
||
E Fund Note 1 E Fund is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
GFSHK.
|
||
No Discretionary
|
||
basis
|
||
8,600 0.02% 0.002%
|
||
2. GFSHK E Fund HK
|
||
Note 2
|
||
E Fund HK is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
GFSHK.
|
||
No Discretionary
|
||
basis
|
||
8,600 0.02% 0.002%
|
||
3. CLSA CSI Note 3 CSI is a member
|
||
of the same
|
||
group of
|
||
companies as
|
||
CLSA.
|
||
No Non-
|
||
discretionary
|
||
basis
|
||
4,000 0.008% 0.0008%
|
||
4. Guotai Junan
|
||
Securities
|
||
(Hong Kong)
|
||
Limited
|
||
Haitong AM
|
||
Note 4
|
||
Haitong AM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
GTJA Securities
|
||
No Discretionary
|
||
basis
|
||
400 0.0008% 0.00008%
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorized
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Whether the
|
||
Connected
|
||
Client will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares on
|
||
a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third partis
|
||
Number of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer
|
||
Shares under the
|
||
Global Offering
|
||
(assuming no exercise
|
||
of the Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
immediately following
|
||
completion of the
|
||
Global Offering
|
||
(assuming no exercise
|
||
of the Over-allotment
|
||
Option)
|
||
(“GTJA
|
||
Securities”)
|
||
|
||
|
||
__________
|
||
|
||
Notes:
|
||
1. E Fund will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its inves tors, each of which is, to the
|
||
best knowledge of E Fund, an independent third party of E Fund, GFSHK and the companies which are members of the same group of GFSHK.
|
||
|
||
2. E Fund HK will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of its in vestors, each of which is, to
|
||
the best knowledge of E Fund HK, an independent third party of E Fund HK, GFSHK and the companies which are members of the same group of GFSHK.
|
||
|
||
3. CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf of the ultimat e client of CSI (the “ CSI
|
||
Ultimate Client”) on a non -discretionary basis, pursuant to which CSI will act as the single counterparty of a back -to-back total return swap transaction
|
||
(the “CSI Back-to-back TRS”) to be entered into by it in connection with a total return swap order (the “CSI Client TRS”) placed and fully funded by the
|
||
CSI Ultimate Client, by which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Client. As confirmed by CSI
|
||
and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares, but will contractually agree to pass on the full economic exposure and
|
||
return of the Offer Shares to the CSI Ultimate Client, on a non -discretionary basis. The CSI Ultimate Client may exercise its early termination rights to
|
||
terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should be on o r after the date on which the Offer Shares are
|
||
listed on the Stock Exchange. Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Client, CSI will dispose of the Offer Shares
|
||
on the secondary market and the CSI Ultimate Client w ill receive a final termination amount of the CSI Back -to-back TRS which will have taken into
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
|
||
account all the economic returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI Back-to-back TRS and
|
||
the CSI Client TRS. Due to its internal policy, CSI will not exercise the voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
|
||
|
||
Details of the CSI Ultimate Client are set out as below:
|
||
|
||
Name of the CSI Ultimate Client Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
HY Capital Company Limited Xia Hui and Lu Ang
|
||
|
||
To the best of knowledge of CSI after making all reasonable enquiries, the CSI Ultimate Client is an independent third party of CSI, CLSA and the
|
||
companies which are members of the same group of CLSA.
|
||
|
||
4. Haitong AM will hold the Offer Shares in its capacity as the discretionary fund manager managing the fund on behalf of its investors (the “ Haitong AM
|
||
Ultimate Client”), whose details are as follows:
|
||
|
||
Name of the Haitong AM Ultimate Client Ultimate beneficial owner(s) holding 30% or more interest (if any)
|
||
Haitong Opportunity Fund II S.P., a segregated portfolio of Haitong
|
||
Global investment SPC lV
|
||
N/A
|
||
|
||
To the best of knowledge of Haitong AM after making all reasonable enquiries, the Haitong AM Ultimate Client is an independen t third party of Haitong
|
||
AM, GTJA Securities and the companies which are members of the same group of GTJA Securities.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
|
||
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 or distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the District
|
||
of Columbia or any other jurisdiction where such distribution is prohibited by laws). This
|
||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
|
||
for securities in the United States or in any other jurisdictions. The securities mentioned herein have
|
||
not been, and will not be, registered under the United States Securities Act of 1933 as amended from
|
||
time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the
|
||
United States. The securities may not be offered, sold, pledged or otherwise transferred within the
|
||
United States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws . The Offer Shares are being offered
|
||
and sold solely outside the United States in offshore transactions in reliance on Regulation S under
|
||
the U.S. Securities Act.
|
||
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 May 18, 2026 issued by Viewtrix Technology Co., Ltd ( 雲
|
||
英谷科技股份有限公司) for detailed information about the Global Offering described below before
|
||
deciding whether or not to invest in the Offer Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-Overall
|
||
Coordinator s (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
|
||
the occurrence of any of the events set out in the section headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||
expected to be on May 27, 2026).
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Pursuant to Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules, assuming
|
||
that the Over-Allotment Option is not exercised, based on the Offer Price of HK$20.81 per H Share,
|
||
the market capitalization of the Company ’s Shares upon the Listing is expected to be HK$8,902
|
||
million and the minimum prescribed public float percentage applicable to the Company’s Shares is
|
||
16.85%.
|
||
So far as the Directors are aware and to the best knowledge of the Directors, following the conversion
|
||
of the Unlisted Shares into H Shares and upon completion of the Global Offering (assuming that the
|
||
Over-allotment Option is not exercised), an aggregate of 72,684,739 H Shares held by Shenzhen Yishi,
|
||
Yisheng No. 1 and Yisheng No. 2, which are expected to be core connected persons (as defined under
|
||
the Listing Rules) of the Company after the Listing will not be counted towards the public float.
|
||
Except as stated above, all the 302,235,011 H Shares held by other Shareholders and the 52,859,200
|
||
H Shares to be issued under the Global Offering will be counted towards the public float for the purpose
|
||
of Rule 8.08 of the Listing Rules, representing approximately 83.01% of the enlarged share capital of
|
||
the Company (assuming that the Over -allotment Option is not exercised) after the Listing, thereby
|
||
satisfying Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock -up period of six months following the Listing
|
||
Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be counted
|
||
towards the free float of the H Shares of the Company at the time of Listing. Based on an Offer Price
|
||
of HK$20.81 per H Share, 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 following completion of the Global Offering (before any
|
||
exercise of the Over-allotment Option): (i) the Shares will be held by at least 300 Shareholders at the
|
||
time of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (ii) the three largest public
|
||
Shareholders will not hold more than 50% of the H Shares held in public hands at the time of Listing,
|
||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee will, individually, be
|
||
placed more than 10% of the enlarged issued share capital of the Company immediately after the
|
||
Global Offering; and (iv) there will not be any new substantial Shareholder (as defined in the Listing
|
||
Rules) immediately after the Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, May 27,
|
||
2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
|
||
termination described in the section headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been
|
||
exercised. Investors who trade the H Shares on the basis of publicly available allocation details prior
|
||
to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of
|
||
title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, May
|
||
27, 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 Wednesday, May 27, 2026 (Hong Kong time). The H Shares will be traded
|
||
in board lots of 200 H Shares each, and the stock code of the H Shares will be 3310.
|
||
By order of the Board
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
|
||
Viewtrix Technology Co., Ltd
|
||
雲英谷科技股份有限公司
|
||
Dr. Gu Jing
|
||
Chairman of the Board and Chief Executive
|
||
Officer
|
||
|
||
Hong Kong, May 26, 2026
|
||
As at the date of this announcement, the Board comprises (i) Dr. Gu Jing and Mr. Han Zhiyong as
|
||
executive Directors; (ii) Ms. Zhan Jing and Mr. Zhou Zhifeng as non-executive Directors; and (iii) Dr.
|
||
Jiang Yimin, Ms. Zhou Xinru and Mr. Chang Eric Jackson as independent non-executive Directors.
|