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.
985 lines
39 KiB
Plaintext
985 lines
39 KiB
Plaintext
--- page 1 ---
|
||
1
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock
|
||
Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents
|
||
of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||
announcement.
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as
|
||
those defined in the prospectus dated August 20, 2025 (the “Prospectus ”) issued by Jiaxin International Resources
|
||
Investment Limited (ʮ̡ ) (the “Company ”).
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
||
or subscribe for any securities of our Company. This announcement is not a prospectus. Potential investors should read
|
||
the Prospectus for detailed information about our Company and the Global Offering described below before deciding
|
||
whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
|
||
solely in reliance on the information provided in the Prospectus.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
||
in the United States or in any other jurisdiction. The Offer Shares have not been, and will not be, registered under
|
||
the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”) or securities law
|
||
of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred
|
||
within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S.
|
||
Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United
|
||
States. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act.
|
||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited,
|
||
as stabilizing manager (the “Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the
|
||
Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
|
||
may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at such
|
||
price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may
|
||
determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
|
||
However, there is no obligation on the Stabilizing Manager, or its affiliates or any person acting for it, to conduct
|
||
any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
|
||
Stabilization Manager, or its affiliates or any person acting for it, and in what the Stabilizing Manager reasonably
|
||
regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an
|
||
end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday,
|
||
September 24, 2025). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do
|
||
so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
|
||
Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
|
||
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
|
||
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Sponsor and the
|
||
Sole Representative (for itself and on behalf of the other Hong Kong Underwriters) shall, in their sole and absolute
|
||
discretion, be entitled to terminate 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 Thursday, August 28, 2025).
|
||
|
||
|
||
--- page 2 ---
|
||
2
|
||
Jiaxin International Resources Investment Limited
|
||
ʮ̡
|
||
(Incorporated in Hong Kong with limited liability)
|
||
(Stock Code: 3858)
|
||
Global Offering
|
||
Number of Offer Shares under the
|
||
Global Offering
|
||
: 109,808,800 Shares (subject to the
|
||
Over-allotment Option)
|
||
Number of Hong Kong Offer
|
||
Shares
|
||
: 10,981,200 Shares
|
||
Number of International Offer
|
||
Shares
|
||
: 98,827,600 Shares (subject to the
|
||
Over-allotment Option)
|
||
Offer Price : HK$10.92 per Share, plus brokerage
|
||
of 1.0%, SFC transaction levy of
|
||
0.0027%, AFRC transaction levy of
|
||
0.00015% and Hong Kong Stock
|
||
Exchange trading fee of 0.00565%
|
||
Stock code : 3858
|
||
Sole Sponsor, Sole Representative and Sole Sponsor-Overall Coordinator
|
||
Overall Coordinators, Joint Global Coordinators,
|
||
Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners and Joint Lead Managers
|
||
CMB International Celestial Securities ABCI Tiger AVIC INTERNATIONAL
|
||
Joint Lead Manager
|
||
Lighthouse Capital
|
||
|
||
|
||
--- page 3 ---
|
||
3
|
||
Jiaxin International Resources Investment Limited/
|
||
ʮ̡
|
||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
|
||
same meanings as those defined in the prospectus dated August 20, 2025 (the “Prospectus ”)
|
||
issued by Jiaxin International Resources Investment Limited (ʮ̡ ) (the
|
||
“Company ”).
|
||
SUMMARY
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded and should exercise extreme
|
||
caution when dealing in the Shares.
|
||
Company information
|
||
Stock code 3858
|
||
Stock short name JIAXIN INTL RES
|
||
Dealings commencement date August 28, 2025*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Offer Price HK$10.92
|
||
Offer Price Adjustment exercised N/A
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 109,808,800
|
||
Final Number of Offer Shares in Public Offer 10,981,200
|
||
Final Number of Offer Shares in International Offer 98,827,600
|
||
Number of issued shares upon Listing (before exercise
|
||
of the Over-allotment Option)
|
||
439,228,800
|
||
Over-allocation
|
||
Number of Offer Shares over-allocated 16,471,200
|
||
Note: Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
|
||
secondary market at prices that do not exceed the Offer Price or a combination of these means. In the event
|
||
of the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange ’s website.
|
||
|
||
|
||
--- page 4 ---
|
||
4
|
||
Proceeds
|
||
Gross proceeds (Note) HK$1,199.1 million
|
||
Less: Estimated listing expenses payable based on
|
||
Offer Price
|
||
HK$ (111.4) million
|
||
Net proceeds HK$1,087.7 million
|
||
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of
|
||
proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. In the
|
||
event that the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds
|
||
for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus on a
|
||
pro rata basis.
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
No. of valid applications 164,446
|
||
No. of successful applications 24,905
|
||
Subscription level 2,041.62 times
|
||
Claw-back triggered No
|
||
No. of Offer Shares initially available under the Public Offer 10,981,200
|
||
Final no. of Offer Shares under the Public Offer 10,981,200
|
||
% of Offer Shares under the Public Offer to the Global
|
||
Offering
|
||
10%
|
||
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
|
||
https://www.eipo.com.hk/eIPOAllotment/ to perform a search by identification number or
|
||
https://www.eipo.com.hk/eIPOAllotment/ for the full list of allottees.
|
||
INTERNATIONAL OFFERING
|
||
No. of placees (including 6 placees in the AIX Offering) 149
|
||
Subscription Level 21.11 times
|
||
No. of Offer Shares initially available under the
|
||
International Offer (including 1,317,600 Shares under
|
||
the AIX offering)
|
||
98,827,600
|
||
Final no. of Offer Shares under the International Offer
|
||
(including 1,317,600 Shares under the AIX offering)
|
||
98,827,600
|
||
% of Offer Shares under the International Offer to the
|
||
Global Offering
|
||
90%
|
||
|
||
|
||
--- page 5 ---
|
||
5
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
|
||
Offer Shares subscribed by the placees and the public have been financed directly or indirectly
|
||
by the Company, any of the Directors, chief executive of the Company, controlling shareholders,
|
||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
|
||
respective close associates; and (ii) none of the placees and the public who have purchased the
|
||
Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
|
||
executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
|
||
of the Company or any of its subsidiaries or their respective close associates in relation to the
|
||
acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
|
||
otherwise held by him/her/it.
|
||
The placees in the International Offering include the following:
|
||
Cornerstone Investors
|
||
Investor Note
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of the total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
CHINA CINDA (HK) ASSET
|
||
MANAGEMENT CO., LIMITED
|
||
(༺ (ಥ)ʮ̡ )
|
||
27,472,400 25.02 6.25 No
|
||
LUYIN TRADING PTE. LTD.
|
||
(ʮ̡ )
|
||
9,157,200 8.34 2.08 No
|
||
GF Fund Management Co., Ltd. 6,182,000 5.63 1.41 No
|
||
GF International Investment Management
|
||
Limited
|
||
4,600,400 4.19 1.05 No
|
||
Fullgoal Asset Management (HK) Limited 2,150,000 1.96 0.49 No
|
||
Fullgoal Fund Management Co., Ltd. 2,428,400 2.21 0.55 No
|
||
Zhengxin Group Investment Limited 2,914,000 2.65 0.66 No
|
||
Total 54,904,400 50.00 12.50
|
||
Note: For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 6 ---
|
||
6
|
||
Allotees with Waivers/Consents Obtained
|
||
Investor
|
||
Number of Offer
|
||
Shares allocated
|
||
% of the Offer Shares
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised) (Note 3)
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised) Relationship
|
||
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further Shares to the
|
||
Cornerstone Investors and/or their close associates (Note 1)
|
||
GF Fund Management Co., Ltd. 790,400 0.72% 0.18% Same entity as
|
||
Cornerstone Investor
|
||
GF International Investment Management
|
||
Limited
|
||
6,397,600 5.83% 1.46% Same entity as
|
||
Cornerstone Investor
|
||
GF Global Capital Limited 800 0.00073% 0.00018% GF Global Capital
|
||
Limited is a close
|
||
associate of each of
|
||
GF Fund Management
|
||
Co., Ltd. and
|
||
GF International
|
||
Investment
|
||
Management Limited
|
||
Fullgoal Asset Management (HK) Limited 735,600 0.67% 0.17% Same entity as
|
||
Cornerstone Investor
|
||
Fullgoal Fund Management Co., Ltd. 2,011,600 1.83% 0.46% Same entity as
|
||
Cornerstone Investor
|
||
Zhengxin Group Investment Limited 2,725,600 (Note 2) 2.48% 0.62% Same entity as
|
||
Cornerstone Investor
|
||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations to connected clients (Note 3)
|
||
CICC Financial Trading Limited (CICC FT) 749,600 0.68% 0.17% Connected client
|
||
CITIC Securities International Capital
|
||
Management Limited ( “CSI”)
|
||
1,326,800 1.21% 0.30% Connected client
|
||
HSBC Global Asset Management (Hong
|
||
Kong) Limited ( “HSBC AM ”)
|
||
215,600 0.19% 0.04% Connected client
|
||
Bosera Asset Management (International)
|
||
Co., Ltd ( “Bosera AM ”)
|
||
143,600 0.13% 0.03% Connected client
|
||
China Asset Management (Hong Kong)
|
||
Limited ( “China AMHK ”)
|
||
143,600 0.13% 0.03% Connected client
|
||
|
||
|
||
--- page 7 ---
|
||
7
|
||
(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 Shares to the existing Shareholders and/or their close associates and Cornerstone
|
||
investors, please refer to the section headed “Others/Additional Information – Allocations of Offer Shares to a close associate of an existing Shareholder and
|
||
a close associate of a Cornerstone Investor with consent under Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
|
||
(2) Among which Zhengxin Group Investment Limited was allocated 1,296,000 Shares under the AIX Offering and 1,429,600 Shares under the non-AIX
|
||
Offering tranche of the International Offering.
|
||
(3) 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 client, 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.
|
||
The Shares placed to such allottees are held on behalf of independent third parties (as defined in Chapter 4.15 of the Guide for New Listing Applicants
|
||
and are in compliance with all the conditions under the consent granted by the Hong Kong Stock Exchange. 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.
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
Jiangxi Copper Company Limited
|
||
(ʮ̡ )
|
||
137,200,000 31.24 February 27, 2026
|
||
(First Six-Month
|
||
Period) Note 2
|
||
August 27, 2026
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Jiangxi Copper (Hong Kong)
|
||
Investment Company Limited
|
||
( ϪГზุ (ಥ)ʮ̡ )
|
||
137,200,000 31.24 February 27, 2026
|
||
(First Six-Month
|
||
Period) Note 2
|
||
August 27, 2026
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Mr. Liu Zijia ( ᄎɿྗ) 142,800,000 32.51 February 27, 2026
|
||
(First Six-Month
|
||
Period) Note 2
|
||
August 27, 2026
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Ever Trillion International Limited
|
||
(ʮ̡ )
|
||
142,800,000 32.51 February 27, 2026
|
||
(First Six-Month
|
||
Period) Note 2
|
||
August 27, 2026
|
||
(Second Six-Month
|
||
Period) Note 3
|
||
Notes:
|
||
(1) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||
period ends on February 27, 2026 and for the second six-month period ends on August 27, 2026.
|
||
(2) The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
|
||
Controlling Shareholders will not cease to be a Controlling Shareholder.
|
||
(3) The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
||
indicated date.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Pre-IPO Investors
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up undertakings
|
||
upon listing
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Jiangxi Copper (Hong Kong)
|
||
Investment Company Limited
|
||
(ϪГზุ (ಥ)ʮ̡ )Note 1
|
||
137,200,000 31.24 Subject to the
|
||
lock-up requirements
|
||
under Rule 10.07
|
||
of the Listing Rules
|
||
February 27, 2026
|
||
(First Six-Month Period)
|
||
August 27, 2026
|
||
(Second Six-Month
|
||
Period)
|
||
CRCC International Investment
|
||
Group Limited (ყ
|
||
ʮ̡ )Note 1
|
||
32,956,000 7.50 Not subject to lock-up
|
||
CCECC (H.K.) Limited
|
||
(ʕɺʈ (ಥ)ʮ̡ )Note 1
|
||
16,464,000 3.75 Not subject to lock-up
|
||
Subtotal 186,620,000 42.49
|
||
Notes:
|
||
(1) Please refer to the section headed “History and Corporate Structure – Pre-IPO Investments – Principal Terms
|
||
of the Pre-IPO Equity Financing ” in the Prospectus for details of the Pre-IPO Investors.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Cornerstone Investors
|
||
Name
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up undertakings
|
||
upon listing
|
||
% of total issued Shares
|
||
after the Global Offering
|
||
subject to lock-up
|
||
undertakings upon listing
|
||
(assuming the Over-
|
||
allotment Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings Note 1
|
||
CHINA CINDA (HK) ASSET
|
||
MANAGEMENT CO., LIMITED
|
||
(༺ (ಥ)ʮ
|
||
̡)
|
||
27,472,400 6.25 February 27, 2026
|
||
LUYIN TRADING PTE. LTD.
|
||
(ʮ̡ )
|
||
9,157,200 2.08 February 27, 2026
|
||
GF Fund Management Co., Ltd. 6,182,000 1.41 February 27, 2026
|
||
GF International Investment
|
||
Management Limited
|
||
4,600,400 1.05 February 27, 2026
|
||
Fullgoal Asset Management (HK)
|
||
Limited
|
||
2,150,000 0.49 February 27, 2026
|
||
Fullgoal Fund Management Co., Ltd. 2,428,400 0.55 February 27, 2026
|
||
Zhengxin Group Investment Limited 2,914,000 0.66 February 27, 2026
|
||
Total 54,904,400 12.50
|
||
Notes:
|
||
(1) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on February
|
||
27, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring Shares
|
||
subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number
|
||
of Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 27,472,400 27.80% 23.83% 25.02% 21.76% 27,472,400 6.25% 6.03%
|
||
Top 5 71,083,600 71.93% 61.65% 64.73% 56.29% 71,083,600 16.18% 15.60%
|
||
Top 10 88,627,200 89.68% 76.87% 80.71% 70.18% 88,627,200 20.18% 19.45%
|
||
Top 25 102,654,000 103.87% 89.03% 93.48% 81.29% 102,654,000 23.37% 22.53%
|
||
Notes
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number
|
||
of Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 142,800,000 32.51% 31.34%
|
||
Top 5 45,443,600 45.98% 39.41% 41.38% 35.99% 374,863,600 85.35% 82.26%
|
||
Top 10 80,386,000 81.34% 69.72% 73.21% 63.66% 409,806,000 93.30% 89.93%
|
||
Top 25 101,190,800 102.39% 87.76% 92.15% 80.13% 430,610,800 98.04% 94.49%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
400 32,713 327 out of 32,713 to receive 400 Shares 1.00%
|
||
800 20,989 357 out of 20,989 to receive 400 Shares 0.85%
|
||
1,200 6,400 133 out of 6,400 to receive 400 Shares 0.69%
|
||
1,600 6,248 152 out of 6,248 to receive 400 Shares 0.61%
|
||
2,000 6,379 175 out of 6,379 to receive 400 Shares 0.55%
|
||
2,400 2,694 82 out of 2,694 to receive 400 Shares 0.51%
|
||
2,800 1,978 66 out of 1,978 to receive 400 Shares 0.48%
|
||
3,200 1,726 62 out of 1,726 to receive 400 Shares 0.45%
|
||
3,600 1,437 55 out of 1,437 to receive 400 Shares 0.43%
|
||
4,000 11,303 457 out of 11,303 to receive 400 Shares 0.40%
|
||
6,000 3,530 179 out of 3,530 to receive 400 Shares 0.34%
|
||
8,000 5,176 307 out of 5,176 to receive 400 Shares 0.30%
|
||
10,000 3,161 211 out of 3,161 to receive 400 Shares 0.27%
|
||
12,000 2,213 153 out of 2,213 to receive 400 Shares 0.23%
|
||
14,000 1,678 129 out of 1,678 to receive 400 Shares 0.22%
|
||
16,000 1,668 140 out of 1,668 to receive 400 Shares 0.21%
|
||
18,000 1,638 147 out of 1,638 to receive 400 Shares 0.20%
|
||
20,000 6,023 572 out of 6,023 to receive 400 Shares 0.19%
|
||
30,000 4,243 573 out of 4,243 to receive 400 Shares 0.18%
|
||
40,000 3,616 579 out of 3,616 to receive 400 Shares 0.16%
|
||
50,000 2,765 518 out of 2,765 to receive 400 Shares 0.15%
|
||
60,000 2,085 438 out of 2,085 to receive 400 Shares 0.14%
|
||
70,000 1,604 365 out of 1,604 to receive 400 Shares 0.13%
|
||
80,000 1,473 354 out of 1,473 to receive 400 Shares 0.12%
|
||
90,000 1,424 352 out of 1,424 to receive 400 Shares 0.11%
|
||
100,000 6,940 1,735 out of 6,940 to receive 400 Shares 0.10%
|
||
200,000 3,308 1,489 out of 3,308 to receive 400 Shares 0.09%
|
||
300,000 2,521 1,513 out of 2,521 to receive 400 Shares 0.08%
|
||
400,000 3,009 2,107 out of 3,009 to receive 400 Shares 0.07%
|
||
149,942
|
||
Total number of Pool A successful
|
||
applicants: 13,727
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
500,000 3,599 2,257 out of 3,599 to receive 400 Shares 0.05%
|
||
600,000 1,866 1,352 out of 1,866 to receive 400 Shares 0.05%
|
||
700,000 1,342 975 out of 1,342 to receive 400 Shares 0.04%
|
||
800,000 1,286 941 out of 1,286 to receive 400 Shares 0.04%
|
||
900,000 773 570 out of 773 to receive 400 Shares 0.03%
|
||
1,000,000 2,154 1,599 out of 2,154 to receive 400 Shares 0.03%
|
||
1,500,000 1,004
|
||
400 Shares plus 7 out of 1,004 to receive
|
||
additional 400 Shares 0.03%
|
||
2,000,000 710
|
||
400 Shares plus 208 out of 710 to receive
|
||
additional 400 Shares 0.03%
|
||
2,500,000 379
|
||
400 Shares plus 210 out of 379 to receive
|
||
additional 400 Shares 0.02%
|
||
3,000,000 279
|
||
400 Shares plus 220 out of 279 to receive
|
||
additional 400 Shares 0.02%
|
||
3,500,000 171 800 Shares 0.02%
|
||
4,000,000 187
|
||
800 Shares plus 91 out of 187 to receive
|
||
additional 400 Shares 0.02%
|
||
4,500,000 136
|
||
800 Shares plus 93 out of 136 to receive
|
||
additional 400 Shares 0.02%
|
||
5,000,000 77
|
||
800 Shares plus 66 out of 77 to receive
|
||
additional 400 Shares 0.02%
|
||
5,490,400 541 1,200 Shares 0.02%
|
||
14,504
|
||
Total number of Pool B successful
|
||
applicants: 11,178
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocations of Offer Shares to a close associate of an existing Shareholder and a close
|
||
associate of a Cornerstone Investor with consent under Chapter 4.15 of the Guide for New
|
||
Listing Applicants
|
||
The Company has applied to, and the Hong Kong 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 a close associate of an existing Shareholder and a
|
||
close associate of a Cornerstone Investor as placees (the “Size-based Exemption Participants ”),
|
||
subject to the following conditions (the “Size-based Exemption ”):
|
||
(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 the Size-based Exemption Participants (whether as
|
||
Cornerstone Investors and/or as placees) as permitted under this exemption do not exceed
|
||
30% of the total number of Shares offered under the Global Offering;
|
||
(c) each Director, chief executive and Supervisor and member of the group of Controlling
|
||
Shareholders of the Company confirms that no securities have been allocated to them or
|
||
their respective close associates under the Size-based Exemption;
|
||
(d) the allocation to Size-based Exemption Participants will not affect the Company ’s ability to
|
||
satisfy its public float requirement under Rule 8.08 of the Listing Rules; and
|
||
(e) details of the allocation to Size-based Exemption Participants under the Size-based
|
||
Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Hong Kong 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 – Allotees with Waivers/Consents Obtained ” in this
|
||
announcement.
|
||
Placing to connected clients with a prior 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.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
The Company has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock
|
||
Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit the
|
||
Company to allocate such Offer Shares in the International Offering to the connected clients.
|
||
The allocation of Offer Shares to such connected clients is in compliance with all the conditions
|
||
under the consent granted by the Hong Kong Stock Exchange.
|
||
Details of the placement to connected clients are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client
|
||
Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Whether
|
||
the connected
|
||
clients will
|
||
hold the
|
||
beneficial
|
||
interests of
|
||
the Offer
|
||
Shares
|
||
on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number
|
||
of Offer
|
||
Shares to
|
||
be allocated
|
||
to the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
connected client
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
1. CICCHKS CICC Financial
|
||
Trading Limited
|
||
(CICC FT) Note (1)
|
||
CICC FT is a member
|
||
of the same group
|
||
of CICCHKS.
|
||
Non-discretionary 749,600 0.68% 0.17%
|
||
2. CITIC Securities
|
||
Brokerage (HK)
|
||
Limited ( “CITIC
|
||
Securities ”)
|
||
CITIC Securities
|
||
International Capital
|
||
Management
|
||
Limited ( “CSI”)
|
||
Note (2)
|
||
CITIC Securities and
|
||
CSI are members
|
||
of the same group
|
||
Non-discretionary 1,326,800 1.21% 0.30%
|
||
3. HSBC Broking
|
||
Securities
|
||
(Asia) Limited
|
||
(“HSBC”)
|
||
HSBC Global Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“HSBC AM ”)
|
||
Please refer to
|
||
Note (3).
|
||
HSBC AM is a
|
||
fellow subsidiary
|
||
of HSBC.
|
||
Discretionary 215,600 0.19% 0.04%
|
||
4. CMB International
|
||
Capital Limited
|
||
(“CMBI”)
|
||
Bosera Asset
|
||
Management
|
||
(International) Co.,
|
||
Ltd ( “Bosera AM ”)
|
||
Please refer to
|
||
Note (4).
|
||
Bosera AM is a
|
||
member of the
|
||
same group with
|
||
CMBI
|
||
Discretionary 143,600 0.13% 0.03%
|
||
5. CITIC Securities China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AMHK ”)
|
||
Please refer to
|
||
Note (5).
|
||
CITIC Securities
|
||
and China AMHK
|
||
are members of
|
||
the same group
|
||
Discretionary 143,600 0.13% 0.03%
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Notes
|
||
(1) The Offer Shares to be placed to CICC FT are to be held on non-discretionary basis on behalf of their
|
||
underlying clients, who are independent third parties of the Company, its subsidiaries, its Controlling
|
||
Shareholders, its substantial shareholders, CICC FT, CICCHKS and the companies which are members of the
|
||
same group of companies as CICCHKS.
|
||
(2) 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 CSI in connection with a total return swap order (the “CSI Client TRS ”) placed
|
||
and fully funded by its ultimate clients, which are funds (the “CSI Ultimate Clients ”), by which CSI will
|
||
pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients. CITIC
|
||
Securities and CSI are members of the same group. Accordingly, CSI is considered as a “connected client ”
|
||
of CITIC Securities pursuant to Paragraph 1B (7) of Appendix F1 of the Listing Rules. As confirmed by
|
||
CSI and CITIC Securities, CSI will hold the legal title and beneficial interest in the Offer Shares, but will
|
||
contractually agree to pass on the full economic exposure and return of the Offer Shares to the CSI Ultimate
|
||
Clients, all being independent third parties, on a non-discretionary basis. The CSI Ultimate Clients may
|
||
exercise their early termination rights to terminate the CSI Client TRS at any time from the trade date of the
|
||
CSI Client TRS which should be on or after the date on which the Offer Shares are listed on the Hong Kong
|
||
Stock Exchange. Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Clients,
|
||
CSI will dispose of the Offer Shares on the secondary market and the CSI Ultimate Clients will receive a
|
||
final termination amount of the CSI Back-to-back TRS which will have taken into account all the economic
|
||
returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI
|
||
Back-to-back TRS and the CSI Client TRS. Due to its internal policy, CSI will not exercise the voting right
|
||
of the Offer Shares during the terms of the CSI Back-to-back TRS. To the best of CSI ’s knowledge and
|
||
after making all reasonable enquiries, each of the CSI Ultimate Clients is an independent third party of the
|
||
Company, its subsidiaries, its Controlling Shareholders and its substantial shareholders, CSI, CITIC Securities
|
||
and the companies which are members of the same group of CITIC Securities.
|
||
(3) HSBC AM will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on
|
||
behalf of its underlying clients. To the best of HSBC AM ’s knowledge after due enquiry, each the underlying
|
||
clients of HSBC AM is an independent third party of HSBC AM and HSBC and the companies which are
|
||
members of the same group of HSBC.
|
||
(4) Bosera AM will hold the Offer Shares in its capacity as discretionary fund manager managing assets on
|
||
behalf of its underlying clients. To the best of Bosera AM ’s knowledge after due enquiry, each the underlying
|
||
clients of Bosera AM is an independent third party of Bosera AM, CMBI and the companies which are
|
||
members of the same group of CMBI.
|
||
(5) China AMHK is an investment advisor and a delegate of the investment manager of its underlying clients
|
||
(“China AMHK Ultimate Clients ”) and manages assets (in its capacity as an investment advisor of China
|
||
AMHK Ultimate Clients) and executes trades (in its capacity as a delegate of the investment manager of
|
||
China AMHK Ultimate Clients) for and on behalf of China AMHK Ultimate Clients. To the best of China
|
||
AMHK’s knowledge and after making all reasonable enquiries, each of the China AMHK Ultimate Clients is
|
||
an independent third party of the Company, its subsidiaries, its Controlling Shareholders and its substantial
|
||
shareholders, China AMHK, CITIC Securities and the companies which are members of the same group of
|
||
CITIC Securities.
|
||
To the best knowledge of China AMHK after due enquiry, each of the China AMHK Ultimate Clients does
|
||
not have any ultimate beneficial owner holding 30% or more interest.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||
(the “Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited
|
||
(“HKSCC ”) take no responsibility for the contents of this announcement, make no representation
|
||
as to its accuracy or completeness and expressly disclaim any liability whatsoever for any
|
||
loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||
announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated August 20, 2025 issued by Jiaxin International
|
||
Resources Investment Limited for detailed information about the Global Offering described
|
||
below before deciding whether or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Representative (for
|
||
itself and on behalf of the other Hong Kong Underwriters) shall be entitled to terminate their obligations
|
||
under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the paragraph headed “Underwriting – Underwriting Arrangements – 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 Thursday,
|
||
August 28, 2025).
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option), an aggregate of 109,808,800 Shares or approximately 25.00 % of the
|
||
total issued share capital of the Company will be held in the public hands. Therefore, the number
|
||
of Shares in the public hands represents no less than 25% of the total issued share capital of the
|
||
Company, satisfying the minimum percentage requirement in compliance with Rule 8.08(1) of the
|
||
Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$10.92 per Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (before
|
||
any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than
|
||
10% of the enlarged issued share capital of the Company immediately after the Global Offering; (ii)
|
||
there will not be any new substantial Shareholder immediately after the Global Offering; (iii) the
|
||
three largest public Shareholders do not hold more than 50% of the Shares held in the 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 Shareholders at the time of the Listing in compliance with Rule 8.08(2)
|
||
of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, August 28,
|
||
2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the paragraph headed “Underwriting – Underwriting Arrangements –
|
||
Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has not been exercised.
|
||
Investors who trade the Shares on the basis of publicly available allocation details prior to the
|
||
receipt of Share certificates or prior to the 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,
|
||
August 28, 2025 (Hong Kong time), it is expected that dealings in the Shares on the Hong Kong
|
||
Stock Exchange will commence at 9:00 a.m. on Thursday, August 28, 2025 (Hong Kong time), and
|
||
that dealings in the Shares on the AIX will commence at 11:00 a.m. ALMT on Thursday, August
|
||
28, 2025 (ALMT, the Almaty, Kazakhstan).
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
The Shares will be traded in board lots of 400 Shares each, and the stock code of the Shares will
|
||
be 3858.
|
||
The Shares will also be admitted to the Official List of the AIX. The trading symbol of the Shares
|
||
will be “JXIR”.
|
||
By order of our Board
|
||
Jiaxin International Resources Investment Limited
|
||
ʮ̡
|
||
Mr. Liu Liqiang
|
||
Chairperson of the Board, Executive Director
|
||
Hong Kong, August 27, 2025
|
||
As at the date of this announcement, the board of directors of our Company comprises
|
||
Mr. Liu Liqiang, Mr. Wang Zhongwei and Mr. Qiu Huaizhi as executive Directors, Mr. Zha Kebing
|
||
and Ms. Lian Jie as non-executive Directors, and Mr. Zhu Guoshan, Mr. Wang Jianfeng and
|
||
Mr. Wong Hok Bun Mario as independent non-executive Directors.
|