geometrybase
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.
1811 lines
57 KiB
Plaintext
1811 lines
57 KiB
Plaintext
--- page 1 ---
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– 1 –
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
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as those defined in the prospectus dated December 11, 2025 (the “Prospectus”) issued by CiDi Inc. (the
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“Company”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read
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Prospectus for detailed information about the Company and the Global Offering described below before
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deciding whether or not to invest in the Offer Shares.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
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for securities in the United States or in any other jurisdictions. The securities mentioned herein have not
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been, and will not be, registered under the United States Securities Act of 1933 as amended from time to time
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(the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United States and may
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not be offered, sold, pledged or otherwise transferred within the United States except in transactions exempt
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from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer
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of securities in the United States. The Offer Shares are being offered and sold outside the United States in
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offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities
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Limited, as stabilizing manager (the “ Stabilizing Manager”), or any person acting for it, on behalf of the
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Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market
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price of the Shares at a level higher than that which might otherwise prevail for a limited period after the
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Listing Date. However, there is no obligation on the Stabilizing Manager, or any person acting for it to
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conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion
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of the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such
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stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of
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applications under the Hong Kong Public Offering. Such stabilizing action, if taken, may be effected in all
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jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and
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regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of
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the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the
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Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares
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for longer than the stabilization period, which begins on the Listing Date and is expected to expire on the
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30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date,
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when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
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could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
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headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong
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Kong Underwriting Agreement — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m.
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(Hong Kong time) on the Listing Date (which is currently expected to be on Friday, December 19, 2025).
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--- page 2 ---
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– 2 –
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CiDi Inc.
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希迪智駕科技股份有限公司
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 5,407,980 H Shares
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Number of Hong Kong Offer Shares : 540,800 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 4,867,180 H Shares (as adjusted after
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reallocation)
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Final Offer Price : HK$263.00 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Hong Kong Stock Exchange
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trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%
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Nominal Value : RMB1.00 per H Share
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Stock Code : 3881
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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CIDI INC. / 希迪智駕科技股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated 11 December 2025 (the “Prospectus”) issued by CiDi Inc. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and
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prospective investors should be aware that the price of the H Shares could move substantially even with a small
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number of H Shares traded and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 3881
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Stock short name CIDI
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Dealings commencement date 19 December 2025*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$263.00
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Offer Price Range N/A
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-allotment
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Option)
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5,407,980
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Number of Offer Shares in Hong Kong Public Offering (after
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reallocation)
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540,800
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Number of offer shares in International Offering (after
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reallocation)
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4,867,180
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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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43,789,310
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Over-allocation
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No. of Offer Shares over-allocated 540,800
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International Offering 540,800
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Such over -allocation may be covered by exercising the Over -allotment Option or by making purchases in the
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secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of
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these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
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Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$1,422.30 million
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Less: Estimated listing expenses payable based on Final Offer
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Price
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HK$(113.27) million
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Net proceeds HK$1,309.03 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The Company will adjust
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the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes as set out
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in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 17,353
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No. of successful applications 12,473
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Subscription level 22.55 times
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Clawback triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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270,400
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No. of Offer Shares reallocated from the International Offering (claw-
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back)
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270,400
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Final no. of Offer Shares under the Hong Kong Public Offering 540,800
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% of Offer Shares under the Hong Kong Public Offering to the Global
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Offering
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10.00%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
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https://www.hkeipo.hk/iporesult to perform a search by identification number or https://www.hkeipo.hk/iporesult for
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the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 42
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Subscription Level 2.1 times
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No. of Offer Shares initially available under the International Offering 5,137,580
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Final no. of Offer Shares under the International Offering (after
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reallocation)
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4,867,180
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% of Offer Shares under the International Offering to the Global Offering 90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) save for a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to Existing Minority Shareholders and their close associates as cornerstone investor, none
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of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the Company,
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any of the Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
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and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of the
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Directors, Supervisors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
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disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 5 ---
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Cornerstone Investors
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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 Offer
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Shares
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% of total issued H-
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shares after the
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Global Offering Note 1
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% of total issued
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share capital
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after the Global
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Offering Note 1
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Existing
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shareholders
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or their close
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associates
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Hunan Xiangjiang
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Zhicheng Industrial
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Investment Fund
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Partnership (Limited
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Partnership) / 湖南湘
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江智騁產業投資基
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金合夥企業（有限
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合夥）Note 3
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1,618,650 29.93% 3.81% 3.70% Yes
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Nanning Zhijia No. 1
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Ruiyue Equity
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Investment
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Partnership (Limited
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Partnership) / 南寧智
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駕一號瑞粵股權投
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資合夥企業（有限
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合夥）Note 4
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292,860 5.42% 0.69% 0.67% No
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ICBC UBS Asset
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Management
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Company Limited /
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工銀瑞信基金管理
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有限公司
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29,610 0.55% 0.07% 0.07% No
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ICBC UBS Asset
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Management
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(International)
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Company Limited /
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工銀瑞信資產管理
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（國際）有限公司
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59,230 1.10% 0.14% 0.14% No
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Qianhai Kaiyuan
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Qunwei QDII Single
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Asset Management
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Plan / 前海開源群巍
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QDII單一資產管理
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計劃Note 5
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76,040 1.41% 0.18% 0.17% No
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Subtotal 2,076,390 38.39% 4.89% 4.74%
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Notes:
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1. Assuming the Over-allotment Option is not exercised.
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2. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors” of
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the Prospectus.
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3. For the purpose of this cornerstone investment, Hunan Xiangjiang Zhicheng Industrial Investment Fund
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Partnership (Limited Partnership) subscribed for and held the relevant Offer Shares via its wholly -owned
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subsidiary, Xiangjiang Autonomous Driving Industry Investment Co., Limited.
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4. For the purpose of this cornerstone investment, Nanning Zhijia No. 1 Ruiyue Equity Investment Partnership
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(Limited Partnership) subscribed for and held the relevant Offer Shares via its wholly-owned subsidiary, Hong
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--- page 6 ---
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Kong Ruiyue Intelligent Driving Enterprise Management Co., Limited.
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5. For the purpose of this cornerstone investment, Qianhai Kaiyuan Qunwei QDII Single Asset Management Plan
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was completed through QDII programs in the PRC, of which it has engaged Qianhai Kaiyuan Fund
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Management Co., Ltd.
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--- page 7 ---
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Allotees with Waivers/Consents Obtained
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Investor
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No. of
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Offer Shares
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allocated
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% of Offer
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Shares
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% of total
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issued H-
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shares after the
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Global
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Offering upon
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listing Note 2
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% of
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shareholding in
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the Company
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upon listing Note
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2
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Relationship
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Allotees with consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to close associate of
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an existing shareholder as cornerstone investor Note 1
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Hunan Xiangjiang
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Zhicheng Industrial
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Investment Fund
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Partnership (Limited
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Partnership) / 湖南湘
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江智騁產業投資基金
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合夥企業（有限合
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夥）
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1,618,650 29.93% 3.81% 3.70% A cornerstone
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investor and close
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associate of
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existing
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shareholders
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
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Listing Applicants in relation to allocations to connected clients
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ICBC UBS Asset
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Management Company
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Limited / 工銀瑞信基
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金管理有限公司 Note 3
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29,610 0.55% 0.07% 0.07% Cornerstone
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Investor and
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Connected Client
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ICBC UBS Asset
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Management
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(International)
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Company Limited / 工
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銀瑞信資產管理（國
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際）有限公司Note 3
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59,230 1.10% 0.14% 0.14% Cornerstone
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Investor and
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Connected Client
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Shenwan Hongyuan
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(International)
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Holdings Limited (申
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萬宏源（國際）集團
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有限公司) (“SWHY
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International”)Note 4
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35,540 0.66% 0.08% 0.08% Connected Client
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CICC Financial
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Trading Limited
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(“CICC FT”)Note 4
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40,000 0.74% 0.09% 0.09% Connected Client
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Guotai Junan
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Investments
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(Hong Kong)
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Limited
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(“GTJAI”) Note 4
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325,900 6.03% 0.77% 0.74% Connected Client
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--- page 8 ---
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Guotai Junan Financial
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Products Limited
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(“GTJA FP”)
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Note 4
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33,870 0.63% 0.08% 0.08% Connected Client
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CITIC Securities Asset
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Management (HK)
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Limited (中信证券资
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产管理（香港）有限
|
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公司）(“CITIC
|
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Securities AM”) Note 4
|
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148,090 2.74% 0.35% 0.34% Connected Client
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Fullgoal Fund
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Management Co., Ltd.
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富国基金管理有限公
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司 (“FullGoal”) Note 4
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29,610 0.55% 0.07% 0.07% Connected Client
|
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Notes:
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1. For details of the consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to
|
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existing shareholder, please refer to the section headed “Waivers from Strict Compliance with the Hong
|
||
Kong Listing Rules – Consent under paragraph 1 C(2) of Appendix F1 to Listing Rules in respect of
|
||
subscriptions of offer shares by close associates of existing shareholder as cornerstone investors” in the
|
||
Prospectus.
|
||
|
||
2. Assuming the Over-allotment Option is not exercised.
|
||
|
||
3. For details of the 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, please refer to the section headed
|
||
“Waivers from Strict Compliance with the Hong Kong Listing Rules – Consent in respect of the proposed
|
||
subscription of offer shares by connected clients” in the Prospectus..
|
||
|
||
4. 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
|
||
“Allottees with waivers/consents obtained – International Offering – 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” of this announcement.
|
||
|
||
|
||
--- page 9 ---
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LOCK-UP UNDERTAKINGS
|
||
|
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Controlling Shareholders
|
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|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
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Name Note 1
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of H
|
||
Shares held in the
|
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Company subject
|
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to lock-up
|
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undertakings upon
|
||
listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
% of total issued
|
||
H-shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 2
|
||
|
||
|
||
|
||
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings
|
||
Note( 3)(4)
|
||
NovoDriv HK / 新驅
|
||
動香港
|
||
11,443,151 26.96% 26.13% 18 December 2026
|
||
Changsha Gangwan /
|
||
長沙港灣
|
||
4,883,250 11.51% 11.15% 18 December 2026
|
||
CWB Startup HK /
|
||
清水灣香港創投
|
||
290,750 0.69% 0.66% 18 December 2026
|
||
Changsha Shengyu /
|
||
長沙晟譽
|
||
132,979 0.31% 0.30% 18 December 2026
|
||
Subtotal 16,750,130 39.46% 38.25%
|
||
Notes:
|
||
1. Please refer to the section headed “History, Development and Corporate Structure – Capitalization
|
||
of our Company” in the Prospectus for further details.
|
||
2. Assuming the Over-allotment Option is not exercised.
|
||
3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-
|
||
month period ends on June 18, 2026 and for the second six-month period ends on December 18, 2026.
|
||
4. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 10 ---
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name Note 1
|
||
|
||
|
||
|
||
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note( 3)(4)
|
||
Prof. Li / 李教授 Note
|
||
4
|
||
16,750,130 16,750,130 39.46% 38.25% 18 December 2026
|
||
Dr. Ma / 馬博士 Note
|
||
5
|
||
11,443,151 11,443,151 26.96% 26.13% 18 December 2026
|
||
Dr. Hu Albert Sibo /
|
||
胡斯博博士 Note 6
|
||
138,270 138,270 0.33% 0.32% 18 December 2026
|
||
Subtotal 28,331,551 28,331,551 66.75% 64.70%
|
||
Notes:
|
||
|
||
1. Names are as defined in the Prospectus.
|
||
2. Assuming the Over-allotment Option is not exercised.
|
||
3. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
4. Prof. Li, Dr. Ma and Dr. Hu Albert Sibo are key persons responsible for our technical operations and/or the
|
||
research and development of our Specialist Technology Products, and the Shares he is deemed to be interested
|
||
in shall be subject to lock-up requirements pursuant to Rule 18C.14 of the Listing Rules.
|
||
5. Prof. Li is deemed to be interested in (i) the 11,443,151 H Shares held by NovoDriv HK, the general partner
|
||
of which is NovoDriv Limited, which in turn is wholly-owned by Prof. Li; (ii)the 4,883,250 H Shares held by
|
||
Changsha Gangwan, which (a) is directly held as to 99% by Prof. Li as the limited partner, and (b) is held as
|
||
to 1% by Dongguan Intelligence as the general partner, which in turn is controlled by Prof. Li; (iii) the
|
||
290,750 H Shares held by CWB Startup HK, which is controlled by Prof. Li; and (i v) the 132,979 H Shares
|
||
held by Changsha Shengyu, the majority of the partnership interest of which is held by CWB Startup HK.
|
||
6. Dr. Ma is indirectly interested in 25.66% the 11,443,151 H Shares held by NovoDriv HK given 25.66%
|
||
partnership interest in NovoDriv HK.
|
||
7. Dr. Hu Albert Sibo was granted Options under the Share Incentive Scheme for up to 138,270 Shares, entitling
|
||
him to receive dividends and other economic rights attributable to such Shares. Please refer to the section
|
||
headed “Appendix VII — Statutory and General Information — D. Share Incentive Scheme” of the Prospectus
|
||
for further information.
|
||
|
||
|
||
--- page 11 ---
|
||
Pathfinder SIIs
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name Note 1
|
||
|
||
|
||
|
||
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 3
|
||
HongShan / 紅杉 4,070,500 4,070,500 9.59% 9.30% 18 December 2026
|
||
Xinding Capital / 新
|
||
鼎資本
|
||
3,710,820 3,710,820 8.74% 8.47% 18 December 2026
|
||
Legend Holdings / 聯
|
||
想控股
|
||
1,340,348 1,340,348 3.16% 3.06% 18 December 2026
|
||
Subtotal 9,121,668 9,121,668 21.49% 20.83%
|
||
Notes:
|
||
|
||
1. Each of the Shareholders listed in the above table is a pathfinder SII of the Company as defined under Chapter
|
||
2. 2.5 of the Guide for New Listing Applicants. Please refer to the section headed “History, Development and
|
||
Corporate Structure – Capitalization of our Company” in the Prospectus for further details.
|
||
3. All existing Shareholders shall not dispose of any of the Shares held by them within the 12 months following
|
||
the Listing Date as required under the applicable PRC laws. In accordance with Rule 18C.14(2) of the Listing
|
||
Rules, the required lock-up period commences on the date by reference to which disclosure of its shareholding
|
||
is made in the Prospectus and ends on the date which is six months from the Listing Date.
|
||
|
||
|
||
--- page 12 ---
|
||
Shareholders of Unlisted Shares
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name Note 1
|
||
|
||
|
||
|
||
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 3
|
||
Ruishi Capital / 瑞世
|
||
資本
|
||
927,093 129,464 0.31% 2.12% 18 December 2026
|
||
Chengdu Technology
|
||
VC / 成都科技創投
|
||
231,426 - - 0.53% 18 December 2026
|
||
Ceyuan Guangyi
|
||
Digital Fund / 策源
|
||
廣益數字基金
|
||
140,357 - - 0.32% 18 December 2026
|
||
Lakeside VC / 湖畔
|
||
創業投資
|
||
46,542 19,947 0.05% 0.10% 18 December 2026
|
||
Subtotal 1,345,418 149,411 0.36% 3.07%
|
||
Notes:
|
||
|
||
1. Please refer to the section headed “History, Development and Corporate Structure – Capitalization of our
|
||
Company” in the Prospectus for further details.
|
||
2. Assuming the Over-allotment Option is not exercised.
|
||
3. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 13 ---
|
||
Pre-IPO Investors
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name Note 1
|
||
|
||
|
||
Number of H-
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
|
||
|
||
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 2
|
||
|
||
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 3
|
||
Founder Hesheng
|
||
Investment / 方正和生
|
||
投資
|
||
1,644,550 3.87% 3.76% 18 December 2026
|
||
Liangjiang Fund / 兩江
|
||
基金
|
||
1,156,337 2.72% 2.64% 18 December 2026
|
||
Xiangjiang State
|
||
Investment / 湘江國有
|
||
投資
|
||
1,063,995 2.51% 2.43% 18 December 2026
|
||
Baidu / 百度 916,602 2.16% 2.09% 18 December 2026
|
||
Qinghao Capital / 青蒿
|
||
資本
|
||
894,427 2.11% 2.04% 18 December 2026
|
||
CEL /光大控股 872,250 2.06% 1.99% 18 December 2026
|
||
Guangkong Zhongying /
|
||
光控眾盈
|
||
872,250 2.06% 1.99% 18 December 2026
|
||
Qingdao Zhenghan /青
|
||
島正瀚
|
||
756,287 1.78% 1.73% 18 December 2026
|
||
Qiandao Capital / 乾道
|
||
資本
|
||
421,973 0.99% 0.96% 18 December 2026
|
||
Sanze Capital / 三澤資
|
||
本
|
||
312,968 0.74% 0.71% 18 December 2026
|
||
Lens Technology / 藍思
|
||
科技
|
||
290,750 0.69% 0.66% 18 December 2026
|
||
Juncheng Hongxin / 君
|
||
誠弘信
|
||
236,464 0.56% 0.54% 18 December 2026
|
||
Chuanghe Huimao / 創
|
||
合匯茂
|
||
219,602 0.52% 0.50% 18 December 2026
|
||
Xingxiang Fangzheng /
|
||
興湘方正
|
||
219,602 0.52% 0.50% 18 December 2026
|
||
Xinjun Electronics / 昕
|
||
峻電子
|
||
199,468 0.47% 0.46% 18 December 2026
|
||
Guotou Chuangying /國
|
||
投創盈
|
||
150,000 0.35% 0.34% 18 December 2026
|
||
Yunfa Ruichi / 雲發銳
|
||
馳
|
||
140,357 0.35% 0.34% 18 December 2026
|
||
Xindiyuan Investors / 新
|
||
地源投資者
|
||
139,359 0.33% 0.32% 18 December 2026
|
||
Baodechang / 寶德昌 120,737 0.28% 0.28% 18 December 2026
|
||
Jingkai Qitao / 晶凱齊
|
||
滔
|
||
112,320 0.26% 0.26% 18 December 2026
|
||
Tianjin Shengde / 天津
|
||
盛德
|
||
109,801 0.26% 0.25% 18 December 2026
|
||
Nanjing Bestway / 南京
|
||
北路
|
||
81,502 0.19% 0.19% 18 December 2026
|
||
Hunan Zhibo / 湖南致博 75,668 0.18% 0.17% 18 December 2026
|
||
|
||
|
||
--- page 14 ---
|
||
Subtotal 11,034,650 26.00% 25.20%
|
||
Notes:
|
||
|
||
1. Please refer to the section headed “History, Development and Corporate Structure – Capitalization of our
|
||
Company” in the Prospectus for further details.
|
||
2. Assuming the Over-allotment Option is not exercised.
|
||
3. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 15 ---
|
||
Cornerstone Investor
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
|
||
Number of H-
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
|
||
|
||
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 1
|
||
|
||
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing Note 1
|
||
|
||
|
||
|
||
|
||
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Hunan
|
||
Xiangjiang
|
||
Zhicheng
|
||
Industrial
|
||
Investment Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) / 湖
|
||
南湘江智騁產業
|
||
投資基金合夥企
|
||
業（有限合夥）
|
||
Note 3
|
||
1,618,650 3.81% 3.70% 18 June 2026
|
||
Nanning Zhijia
|
||
No. 1 Ruiyue
|
||
Equity
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership) / 南
|
||
寧智駕一號瑞粵
|
||
股權投資合夥企
|
||
業（有限合夥）
|
||
Note 4
|
||
292,860 0.69% 0.67% 18 June 2026
|
||
ICBC UBS Asset
|
||
Management
|
||
Company
|
||
Limited / 工銀瑞
|
||
信基金管理有限
|
||
公司
|
||
29,610 0.07% 0.07% 18 June 2026
|
||
ICBC UBS Asset
|
||
Management
|
||
(International)
|
||
Company
|
||
Limited / 工銀瑞
|
||
信資產管理（國
|
||
際）有限公司
|
||
59,230 0.14% 0.14% 18 June 2026
|
||
Qianhai Kaiyuan
|
||
Qunwei QDII
|
||
Single Asset
|
||
Management
|
||
76,040 0.18% 0.17% 18 June 2026
|
||
|
||
|
||
--- page 16 ---
|
||
Plan / 前海開源
|
||
群巍QDII單一
|
||
資產管理計劃
|
||
Note 5
|
||
Subtotal 2,076,390 4.89% 4.74%
|
||
Notes:
|
||
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. In accordance with the relevant cornerstone investment agreement, the required lock-up ends on 18 June
|
||
2026. The Cornerstone Investor will cease to be prohibited from disposing of or transferring H Shares
|
||
subscribed for pursuant to the relevant cornerstone investment agreement after the indicated date.
|
||
3. For the purpose of this cornerstone investment, Hunan Xiangjiang Zhicheng Industrial Investment Fund
|
||
Partnership (Limited Partnership) subscribed for and held the relevant Offer Shares via its wholly-owned
|
||
subsidiary, Xiangjiang Autonomous Driving Industry Investment Co., Limited.
|
||
4. For the purpose of this cornerstone investment, Nanning Zhijia No. 1 Ruiyue Equity Investment Partnership
|
||
(Limited Partnership) subscribed for and held the relevant Offer Shares via its wholly -owned subsidiary,
|
||
Hong Kong Ruiyue Intelligent Driving Enterprise Management Co., Limited.
|
||
5. For the purpose of this cornerstone investment, Qianhai Kaiyuan Qunwei QDII Single Asset Management
|
||
Plan was completed through QDII programs in the PRC, of which it has engaged Qianhai Kaiyuan Fund
|
||
Management Co., Ltd.
|
||
|
||
|
||
--- page 17 ---
|
||
PLACEE CONCENTRATION ANALYSIS**
|
||
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of the
|
||
Over-allotment Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over -allotment
|
||
Option is exercised and new
|
||
H Shares are issued)
|
||
Allotment as % of total Offer
|
||
Shares (assuming no exercise
|
||
of the Over- allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming the
|
||
Over-allotment Option is
|
||
exercised and new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held upon Listing
|
||
|
||
% of total issued share capital
|
||
upon Listing (assuming no
|
||
exercise of the Over-allotment
|
||
Option)
|
||
· % of total issued share capita
|
||
l upon Listing (assuming the
|
||
Over-allotment Option is exer
|
||
cised and new H Shares are is
|
||
sued)
|
||
Top 1 1,618,650 33.26% 29.93% 29.93% 27.21% 2,682,645 6.13% 6.05%
|
||
Top 5 3,683,630 75.68% 68.11% 68.11% 61.92% 4,747,625 10.84% 10.71%
|
||
Top 10 4,409,350 90.59% 81.53% 81.53% 74.12% 5,473,345 12.50% 12.35%
|
||
Top 25 5,195,170 106.74% 96.06% 96.06% 87.33% 6,259,165 14.29% 14.12%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS**
|
||
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over -
|
||
allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-allotment Option
|
||
is exercised and new H
|
||
Shares are issued)
|
||
Number of H Shares held
|
||
upon Listing
|
||
|
||
% of total issued H
|
||
Shares capital upon
|
||
Listing (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
% of total issued H
|
||
Shares capital upon
|
||
Listing (assuming the
|
||
Over-allotment Option
|
||
is exercised and new H
|
||
Shares are issued)
|
||
Number of Shares held upon
|
||
Listing
|
||
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 16,750,130 39.46% 38.97% 16,750,130
|
||
Top 5 1,618,650 33.26% 29.93% 29.93% 27.21% 28,858,645 67.99% 67.14% 28,858,645
|
||
Top 10 1,618,650 33.26% 29.93% 29.93% 27.21% 34,038,609 80.20% 79.19% 34,038,609
|
||
Top 25 4,027,130 82.74% 74.47% 74.47% 67.70% 39,976,453 94.19% 93.00% 39,976,453
|
||
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares (of all classes) held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 18 ---
|
||
SHAREHOLDER CONCENTRATION ANALYSIS**
|
||
|
||
Shareholders
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over -
|
||
allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-allotment Option
|
||
is exercised and new H
|
||
Shares are issued)
|
||
Number of H Shares held
|
||
upon Listing
|
||
Number of Shares held
|
||
upon Listing
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming the Over -
|
||
allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 16,750,130 16,750,130 38.25% 37.78%
|
||
Top 5 1,618,650 33.26% 29.93% 29.93% 27.21% 28,858,645 28,858,645 65.90% 65.10%
|
||
Top 10 1,618,650 33.26% 29.93% 29.93% 27.21% 33,295,823 34,222,916 78.15% 77.20%
|
||
Top 25 3,713,240 76.29% 68.66% 68.66% 62.42% 39,792,027 40,950,546 93.52% 92.38%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 19 ---
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 12,473 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT/BALLOT APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTED OF
|
||
THE TOTAL
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
10 8,728 4,364 out of 8,728 applicants to receive 10 H Shares 50.00%
|
||
20 1,882 1,422 out of 1,882 applicants to receive 10 H Shares 37.78%
|
||
30 1,444 1,388 out of 1,444 applicants to receive 10 H Shares 32.04%
|
||
40 610 10 H Shares plus 86 out of 610 applicants to receive
|
||
an additional 10 H Shares
|
||
28.52%
|
||
50 697 10 H Shares plus 211 out of 697 applicants to receive
|
||
an additional 10 H Shares
|
||
26.05%
|
||
60 175 10 H Shares plus 80 out of 175 applicants to receive
|
||
an additional 10 H Shares
|
||
24.29%
|
||
70 121 10 H Shares plus 72 out of 121 applicants to receive
|
||
an additional 10 H Shares
|
||
22.79%
|
||
80 156 10 H Shares plus 113 out of 156 applicants to receive
|
||
an additional 10 H Shares
|
||
21.55%
|
||
90 94 10 H Shares plus 80 out of 94 applicants to receive an
|
||
additional 10 H Shares
|
||
20.57%
|
||
100 1,326 10 H Shares plus 1,283 out of 1,326 applicants to
|
||
receive an additional 10 H Shares
|
||
19.68%
|
||
150 290 20 H Shares plus 146 out of 290 applicants to receive
|
||
an additional 10 H Shares
|
||
16.69%
|
||
200 307 20 H Shares plus 298 out of 307 applicants to receive
|
||
an additional 10 H Shares
|
||
14.85%
|
||
250 85 30 H Shares plus 34 out of 85 applicants to receive an
|
||
additional 10 H Shares
|
||
13.60%
|
||
300 122 30 H Shares plus 96 out of 122 applicants to receive
|
||
an additional 10 H Shares
|
||
12.62%
|
||
350 74 40 H Shares plus 11 out of 74 applicants to receive an
|
||
additional 10 H Shares
|
||
11.85%
|
||
400 152 40 H Shares plus 74 out of 152 applicants to receive
|
||
an additional 10 H Shares
|
||
11.22%
|
||
450 44 40 H Shares plus 36 out of 44 applicants to receive
|
||
an additional 10 H Shares
|
||
10.71%
|
||
500 157 50 H Shares plus 20 out of 157 applicants to receive
|
||
an additional 10 H Shares
|
||
10.25%
|
||
600 59 50 H Shares plus 42 out of 59 applicants to receive
|
||
an additional 10 H Shares
|
||
9.52%
|
||
700 51 60 H Shares plus 14 out of 51 applicants to receive
|
||
an additional 10 H Shares
|
||
8.96%
|
||
800 53 60 H Shares plus 42 out of 53 applicants to receive
|
||
an additional 10 H Shares
|
||
8.49%
|
||
900 25 70 H Shares plus 7 out of 25 applicants to receive an
|
||
additional 10 H Shares
|
||
8.09%
|
||
|
||
|
||
--- page 20 ---
|
||
1,000 264 70 H Shares plus 195 out of 264 applicants to
|
||
receive an additional 10 H Shares
|
||
7.74%
|
||
2,000 104 110 H Shares plus 72 out of 104 applicants to
|
||
receive an additional 10 H Shares
|
||
5.85%
|
||
3,000 39 140 H Shares plus 35 out of 39 applicants to receive
|
||
an additional 10 H Shares
|
||
4.97%
|
||
4,000 49 170 H Shares plus 32 out of 49 applicants to receive
|
||
an additional 10 H Shares
|
||
4.41%
|
||
5,000 42 200 H Shares plus 7 out of 42 applicants to receive
|
||
an additional 10 H Shares
|
||
4.03%
|
||
6,000 19 220 H Shares plus 9 out of 19 applicants to receive
|
||
an additional 10 H Shares
|
||
3.75%
|
||
7,000 8 240 H Shares plus 5 out of 8 applicants to receive an
|
||
additional 10 H Shares
|
||
3.52%
|
||
8,000 10 260 H Shares plus 7 out of 10 applicants to receive
|
||
an additional 10 H Shares
|
||
3.34%
|
||
9,000 8 280 H Shares plus 5 out of 8 applicants to receive an
|
||
additional 10 H Shares
|
||
3.18%
|
||
10,000 82 300 H Shares plus 36 out of 82 applicants to receive
|
||
an additional 10 H Shares
|
||
3.04%
|
||
Total: 17,277 Total number of Pool A successful applica nts:12,397
|
||
|
||
POOL B
|
||
20,000 41 1,800 H Shares 9.00%
|
||
30,000 9 2,670 H Shares 8.90%
|
||
40,000 8 3,540 H Shares 8.85%
|
||
50,000 3 4,400 H Shares 8.80%
|
||
60,000 2 5,260 H Shares 8.77%
|
||
70,000 2 6,110 H Shares 8.73%
|
||
80,000 2 6,960 H Shares 8.70%
|
||
100,000 3 8,650 H Shares 8.65%
|
||
120,000 1 10,340 H Shares 8.62%
|
||
135,200 5 11,620 H Shares 8.59%
|
||
Total: 76 Total number of Pool B successful applicants: 76
|
||
|
||
|
||
--- page 21 ---
|
||
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.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which consent
|
||
has been obtained, the Company has complied with the Listing Rules and guidance materials in relation to the
|
||
placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the public (as the
|
||
case may be) directly or indirectly for each Offer Share subscribed for or purchased by them was the same as the final
|
||
Offer Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee
|
||
payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of the Offer Shares have been
|
||
allocated to and taken up by independent price setting investors in compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company will be held by sophisticated
|
||
independent investors at the time of Listing in compliance with Chapter 2.5 of the Guide for New Listing Applicants.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
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. Please refer to the section headed “Allotment Results Details – International Offering
|
||
– Allotees with Waivers/Consents Obtained” in this announcement for details. The Company has applied to the Stock
|
||
Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit
|
||
the Company to allocate such Offer Shares in the International Offering to the connected clients. The allocation of Offer
|
||
Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
Details of the placement to connected clients are set out below.
|
||
|
||
|
||
--- page 22 ---
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected Client Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Identities of the
|
||
ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
or, where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was
|
||
made (e.g. OTC
|
||
total return
|
||
swaps)
|
||
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which
|
||
is not
|
||
authorised by
|
||
the SFC or is
|
||
expected to
|
||
hold the Offer
|
||
Shares on
|
||
behalf of such
|
||
scheme
|
||
|
||
Number of
|
||
Offer Shares
|
||
allocated to the
|
||
connected client
|
||
Appropriate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of total
|
||
Shares in issue
|
||
immediately
|
||
following the
|
||
completion of Global
|
||
Offering (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. Shenwan
|
||
Hongyuan
|
||
Securities (H.K.)
|
||
Limited
|
||
(“SWHY
|
||
Securities”)
|
||
|
||
SWHY
|
||
Securities is a
|
||
syndicate CMI.
|
||
Shenwan
|
||
Hongyuan
|
||
(International)
|
||
Holdings Limited
|
||
(申萬宏源（國
|
||
際）集團有限公
|
||
司) (“SWHY
|
||
International”)(1)
|
||
|
||
SWHY
|
||
International is
|
||
a major
|
||
shareholder of
|
||
SWHY
|
||
Securities
|
||
|
||
Please refer to
|
||
Note (1).
|
||
|
||
No 35,540 0.66%
|
||
|
||
0.08%
|
||
|
||
2. China
|
||
International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICCHKS”)
|
||
|
||
CICCHKS is a
|
||
syndicate CMI.
|
||
CICC Financial
|
||
Trading Limited
|
||
(“CICC FT”) (2)
|
||
CICC FT is a
|
||
member of the
|
||
same group as
|
||
CICCHKS
|
||
Please refer to
|
||
Note (2).
|
||
|
||
No 40,000 0.74%
|
||
|
||
0.09%
|
||
|
||
3. Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
Guotai Junan
|
||
Investments (Hong
|
||
GTJAI is a
|
||
member of the
|
||
same group of
|
||
Please refer to
|
||
Note (3).
|
||
|
||
No 325,900 6.03%
|
||
|
||
0.74%
|
||
|
||
|
||
--- page 23 ---
|
||
(“GTJA
|
||
Securities”)
|
||
|
||
GTJA Securities
|
||
is a non-
|
||
syndicate
|
||
broker.
|
||
Kong) Limited
|
||
(“GTJAI”) (3)
|
||
GTJA
|
||
Securities
|
||
4. GTJA Securities Guotai Junan
|
||
Financial Products
|
||
Limited
|
||
(“GTJA FP”) (4)
|
||
GTJA FP is a
|
||
member of the
|
||
same group of
|
||
GTJA
|
||
Securities
|
||
Please refer to
|
||
Note (4).
|
||
|
||
No 33,870
|
||
|
||
0.63%
|
||
|
||
0.08%
|
||
|
||
|
||
--- page 24 ---
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
|
||
|
||
No. Connected Distributor Connected Client Relationship with
|
||
the Connected
|
||
Distributor
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Maximum
|
||
number of Offer
|
||
Shares (rounded
|
||
down to nearest
|
||
whole board lot
|
||
of 10 Shares) to
|
||
be allocate to the
|
||
connected client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares in
|
||
issue immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. CITIC Securities
|
||
Brokerage (HK) Limited
|
||
(“CITIC Securities”)
|
||
|
||
CITIC Securities is a non-
|
||
syndicate broker.
|
||
CITIC Securities Asset
|
||
Management (HK)
|
||
Limited (中信证券资产
|
||
管理（香港）有限公司
|
||
）(“CITIC Securities
|
||
AM”) (5)
|
||
CITIC Securities
|
||
AM is a member
|
||
of the same group
|
||
of companies as
|
||
CITIC Securities
|
||
|
||
No
|
||
|
||
148,090 2.74%
|
||
|
||
0.34%
|
||
|
||
2. SWHY Securities
|
||
|
||
and
|
||
|
||
GTJA Securities
|
||
|
||
Fullgoal Fund
|
||
Management Co., Ltd. 富
|
||
国基金管理有限公司
|
||
(“FullGoal”)(6)
|
||
Each of Guotai
|
||
Haitong Securities
|
||
Co., Ltd. (same
|
||
group of
|
||
companies as
|
||
GTJA Securities)
|
||
and Shenwan
|
||
Hongyuan Group
|
||
Co., Ltd. (same
|
||
group of
|
||
companies as
|
||
SWHY
|
||
Securities), holds
|
||
more than 20%
|
||
interest in Fullgoal
|
||
No 29,610 0.55% 0.07%
|
||
|
||
|
||
--- page 25 ---
|
||
Notes:
|
||
|
||
(1) SWHY Securities is a sub-distributor in connection with the Global Offering. SWHY International intends to participate in the Global Offering as a pla cee, and
|
||
will hold the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the “Back-to-back TRS”) placed by
|
||
and fully funded (i.e. with no financing provided by SWHY International) by the SWHY International Ultimate Client, by which, SWHY International will pass the full
|
||
economic exposure of the Offer Shares to the SWHY International Ultimate Client, which in effect, SWHY International will hold the beneficial intere st of the Offer
|
||
Shares on behalf of the SWHY International Ultimate Client. SWHY International is the major shareholder of SWHY Securities. Accordingly, SWHY International is
|
||
considered as a “connected client” of SWHY Securities pursuant to paragraph 1B of the Placing Guidelines. The purpose of SWHY International to subscribe for the
|
||
Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the SWHY International Ultimate Client, Pursuant to the terms
|
||
of the contract of the Back-to-back TRS and the Client TRS, during the tenor (which is one year although the SWHY International Ultimate Client can sell and close
|
||
the Back-to-back TRS anytime) of the Back -to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed to the SWHY International
|
||
Ultimate Client through the Back -to-back TRS and the Client TRS and all economic lo ss shall be borne by the SWHY International Ultimate Client. SWHY
|
||
International will not take any economic return or bear any economic loss in relation to the Offer Shares. The termination of the Back-to-back TRS will not result
|
||
SWHY International holding the Offer Shares in its proprietary account. The SWHY International Ultimate Clients is Shenzhen Zhengdeyuan Private Equity Securities
|
||
Fund Management Co., Ltd. ( 深圳市正德远私募证券基金管理有限公司) managing and representing Zhengdeyuan Deying No. 5 Private Securities Inve stment
|
||
Fund (正德远德盈五号私募证券投资基金), no ultimate beneficial owner holds 30% or more interest in the fund.
|
||
|
||
(2) CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC equity swap transactions (collectively, the
|
||
OTC Swaps) with each other and the ultimate clients (the CICC FT Ultimate Client)), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary
|
||
basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Client, subject to customary
|
||
fees and commissions. The OT C Swaps will be fully funded by the CICC FT Ultimate Client. During the term (which is one year although the CICC FT Ultimate
|
||
Client can terminate anytime) of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT as Connected C lient will be passed to the CICC
|
||
FT Ultimate Client and all economic losses shall be borne by the CICC FT Ultimate Client through the OTC Swaps, and CICC FT will not take part in any economic
|
||
return or bear any economic loss in relation to the Offer Shares. The termination of the OTC Swaps will not result CICC FT holding the Offer Shares in its proprietary
|
||
account. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during
|
||
the terms of the OTC Swaps according to its internal policy. Consequently, CICC FT Ultimate Client is not entitled to any voting rights of the relevant Offer Shares.
|
||
The CICC FT Ultimate Client is Wangzheng Gongying No. 17 Private Securities Investment Fund (望正共赢 17 号私募证券投资基金), other than Qu Qin (翟琴),
|
||
no ultimate beneficial owner holds 30% or more interest in the fund. To the best of CICC FT’s knowledge having made all reasonable inquiries, the CICC FT Ultimate
|
||
Client is an independent third party of CICC FT, CICCHKS and the companies which are members of the same group of CICCHKS.
|
||
|
||
(3) GTJAI shall hold the Offer Shares for hedging purpose as the single underlying asset of several sets of back -to-back total return swap transaction (the “GTHT
|
||
Back-to-back TRS”) to be entered into between GTJAI and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent”) in connection with several total return
|
||
swap orders (the “GTHT Client TRS”) to be entered into by GTHT Onshore Parent and several ultimate clients (the “GTHT Onshore Ultimate Client”), respectively.
|
||
Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Client. GTJAI will hold the Offer Shares on a non-discretionary basis for the purpose of
|
||
hedging the economic exposure under the GTHT Back -to-back TRS and GTHT Client TRS only, During the tenor (which is one year al though the GTHT Onshore
|
||
Ultimate Client can terminate anytime) of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and
|
||
all economic losses shall be borne by the GTHT Onshore Ultimate Client, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS,
|
||
and GTJAI will not take part in any economic return or bear any economic loss in relation to the price of the Offer Shares. T he termination of the GTHT Back-to-
|
||
back TRS will not result GTJAI holding the Offer Shares in its proprietary account. The GTHT Onshore Ultimate Client may request to red eem the Offer Shares at
|
||
their own discretion, upon which GTJAI shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in accordance with
|
||
|
||
|
||
--- page 26 ---
|
||
the terms and conditions of the GTHT Back -to-back TRS and GTHT Client TRS documents. Due to its internal policy, GTJAI will not exercise the voting right
|
||
attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
|
||
The GTHT Onshore Ultimate Client include (1) HengBang ZhaoFeng Private Securities Fund Management(Shen Zhen)Co, Ltd. (深圳市恒邦兆丰私募证券基金管
|
||
理有限公司), other than Li Wenhua (李文华), no ultimate beneficial owner holds 30% or more interest in the company; (2) Yingshui Investment Company Limited
|
||
(上海迎水投资管理有限公司), other than Da Xuanzuo ( 达选佐) and Xie Keguang ( 谢克光), no ultimate beneficial owner holds 30% or more interest in the
|
||
company; (3) Jiujiu (Hainan) Private Fund Management Partnership (Limited Partnership) ( 玖玖（海南）私募基金管理合伙企业（有限合伙）), no ultimate
|
||
beneficial owner holds 30% or more interest in the partnership; (4) Ming Yi Fund Management Co., Ltd ( 明毅私募基金管理有限公司), other than Liang Wenfei
|
||
(梁文飞), no ultimate beneficial owner holds 30% or more interest in the company; (5) Jhong Capital Asset Management Company Limited - Hong Qianjiang Phase
|
||
I Private Securities Investment Fund (浙江君弘资产管理有限公司 - 君弘钱江一期私募证券投资基金), no ultimate beneficial owner holds 30% or more interest
|
||
in the fund; (5) Lingding Investment Management Co., Ltd. ( 凌顶投资管理有限公司), other than Xiong Nawei ( 熊纳微), no ultimate beneficial owner holds 30%
|
||
or more interest in the company. To the best knowledge of GTJAI and after making all reasonable enquiries, each of the GTJA O nshore Ultimate Clients and the
|
||
ultimate beneficial owners holding 30% or more interest of the GTJA Onshore Ultimate Clients listed above is an independent third party of GTJAI, GTJA Securities
|
||
and the companies which are members of the same group of companies as GTJA Securities.
|
||
|
||
(4) GTJA FP shall hold the Offer Shares on a non -discretionary basis for hedging purposes as the single underlying asset of a delta one back -to-back total return
|
||
swap transaction (the “GTJA Back-to-back TRS1”) to be entered into between GTJA FP and Guotai Junan Investments (Hong Kong) Limited (“GTJA INV”), and
|
||
GTJA INV shall for hedging purposes enter into a cross-border delta one back-to-back total return swap transaction (the “GTJA Back-to-back TRS2”) with Guotai
|
||
Haitong Securities Co., Ltd. (“GTHTS”), in connection with a total return swap order (the “GTHT Client TRS”) to be entered into by GTHTS and the GTHTS onshore
|
||
clients (the “GTHT Onshore Clients”). Such GTHT Client TRS is to be fully funded by the GTHT Onshore Clients. The full econom ic exposure of the Offer Shares
|
||
will be passed from GTJA FP to GTJA INV under the GTJA Back-to-back TRS1, from GTJA INV to GTHTS under the GTJA Back-to-back TRS2, and ultimately from
|
||
GTHTS to the GTHT Onshore Clients under the GTHT Client TRS. The term of the GTHT Clien t TRS is one year and the GTHT Onshore Clients may exercise an
|
||
early termination right to early terminate the GTHT Client TRS at any time from the trade date of the GTHT Client TRS, which should be on or after the date on
|
||
which the Offer Shares are listed on the Stock Exchange. Accordingly, (i) GTHTS may exercise an early termination right to early terminate the GTJA Back-to-back
|
||
TRS2 at any time from the trade date of the GTJA Back-to-back TRS2, and (ii) GTJA INV may exercise an early termination right to early terminate the GTJA Back-
|
||
to-back TRS1 at any time from the trade date of the GTJA Back-to-back TRS1, which in each case should be on or after the date on which the Offer Shares are listed
|
||
on the Stock Exchange. Upon the final maturity or early termination of (i) the GTHT Client TRS by the GTHT Onshore Clients, (ii) the GTJA Back-to-back TRS2 by
|
||
GTHTS, and (iii) the GTJA Back -to-back TRS1 by GTJA INV, GTJA FP will dispose the Offer Shares on the secondary market and the GTHT Onshore Clients
|
||
ultimately will receive a final termination amount of the GTHT Client TRS, which should have taken into account all the economic returns or economic loss in relation
|
||
to the Offer Shares, the fixed amount in relation to the GTJA Back -to-back TRS1, the GTJA Back-to-back TRS2 and the GTHT Client TRS. GTJA FP will hold the
|
||
legal title and the voting right of the Offer Shares by itself and pass through the economic exposure to GTJA INV, GTHTS and ultimately the GTHT Onshore Clients.
|
||
The termination of the GTJA Back-to-back TRS1 and GTJA Back-to-back TRS2 will not result GTJA FP holding the Offer Shares in its proprietary account. Due to
|
||
its internal policy, GTJA FP will not exercise the voting right of the Offer Shares during the tenor of the GTJA Back-to-back TRS1 and GTJA Back-to-back TRS2. To
|
||
the best of GTJA FP’s knowledge having made all reasonable inquiries, each of the GTHT Onshore Clients is an independent thir d party of GTJA FP, GTJA INV
|
||
and GTHTS and the companies which are members of the same group of each of them. The GTHT Onshore Clients is Xinyu Shansi Investment Management Center
|
||
(新余善思投资管理中心（有限合伙）), other than Li Guanlin (李冠林), no ultimate beneficial owner holds 30% or more interest in the fund. To the best of GTJA
|
||
FP’s knowledge having made all reasonable inquiries, the GTHT Onshore Clients is an independent third party of GTJA FP, GTJA Securities and the companies
|
||
which are members of the same group of GTJA Securities.
|
||
|
||
|
||
--- page 27 ---
|
||
(5) CITIC Securities AM will invest through CITIC Securities Asset management (HK) Limited – CLSA CT LIMITED SUB ACCOUNT 27 - LINGXIN and will hold
|
||
the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of their inv estor, HK LINGXIN ELECTRONICS LIMITED, who is
|
||
an independent third party.
|
||
|
||
CITIC Securities AM is established on 1 March 2007. CITIC Securities AM is the international asset management platform of CITIC Securities, licensed by the Hong
|
||
Kong Securities and Futures Commission to carry out types 1 (dealing in securities), 2(dealing in futures), 4 (advising on securities) and 9 (asset management)
|
||
related regulated activities including asset management and providing investment advisory services. CITIC Securities AM has b oth SFC-authorized and non-SFC-
|
||
authorized funds investing in equity, fixed income and other assets class. CITIC Securities AM has an AUM of approximately US$20 billion.
|
||
|
||
(6) Guotai Haitong Securities Co., Ltd. and Shenwan Hongyuan Group Co., Ltd. respectively hold 27.775% of the shares of Fullg oal. GTJA Securities is one of the
|
||
distributors and is indirectly owned by Guotai Haitong Securities Co., Ltd. SWHY Securities is one of the distributors and is indirectly owned by Shenwan Hongyuan
|
||
Group Co., Ltd. Accordingly. Fullgoal is a connected client of both GTJA Securities and SWHY Securities. The Offer Shares al located to Fullgoal are held on a
|
||
discretionary basis on behalf of independent third parties.
|
||
|
||
|
||
--- page 28 ---
|
||
DISCLAIMERS
|
||
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)
|
||
and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of
|
||
this announcement, make no representation as to its accuracy or completeness and expressly disclaim any
|
||
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
|
||
contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
|
||
States (including its territories and possessions, any state of the United States and the District of Columbia).
|
||
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
|
||
securities in the United States. The securities mentioned herein have not been, and will not be, registered
|
||
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities may
|
||
not be offered or sold in the United States except pursuant to an exemption from the registration requirements
|
||
of the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United
|
||
States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of
|
||
securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the
|
||
Prospectus dated 11 December 2025 issued by CiDi Inc. 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 Overall Coordinators (for themselves and on
|
||
behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
|
||
Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
|
||
paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering
|
||
– Hong Kong Underwriting Agreement – Grounds for Termination” in the Prospectus at any time prior to 8:00
|
||
a.m. (Hong Kong time) on the Listing Date (which is currently expected to be December 19, 2025).
|
||
|
||
|
||
--- page 29 ---
|
||
– 3 –
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option) an aggregate of 25,693,762 H Shares, representing approximately
|
||
58.68% of the issued share capital of our Company will count towards the public float.
|
||
Therefore, the number of H Shares held in public hands is higher than the prescribed
|
||
percentage of H Shares required to be held in public hands of 15% under Rule 19A.13A(1)
|
||
of the Listing Rules.
|
||
Based on the final Offer Price of HK$263.00 per H Share, the Company satisfies the free
|
||
float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the
|
||
Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering:
|
||
(i) no placee will, individually, be placed more than 10% of the enlarged issued share capital
|
||
of our Company; (ii) there will not be any new substantial Shareholder (as defined in the
|
||
Listing Rules) of our Company; (iii) the three largest public shareholders of the Company
|
||
do not hold more than 50% of the H Shares in public hands at the time of the Listing in
|
||
compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least
|
||
300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing
|
||
Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday,
|
||
December 19, 2025 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination described in the section headed “Underwriting
|
||
— Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong
|
||
Kong Underwriting Agreement — Grounds for Termination” in the Prospectus has not been
|
||
exercised. Investors who trade the H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of H Share certificates or prior to the H Share certificates
|
||
becoming valid evidence of title do so entirely at their own risk.
|
||
|
||
|
||
--- page 30 ---
|
||
– 4 –
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday,
|
||
December 19, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the
|
||
Stock Exchange will commence at 9:00 a.m. on Friday, December 19, 2025 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 10 H Shares each, and the stock code of
|
||
the H Shares will be 3881.
|
||
By order of the Board
|
||
CiDi Inc.
|
||
Dr. Hu Albert Sibo
|
||
Executive Director and Chief Executive Officer
|
||
Hong Kong, December 18, 2025
|
||
Directors and proposed directors of the Company named in the application to which this announcement
|
||
relates are: (i) Dr. Ma Wei and Dr. Hu Albert Sibo as executive directors, (ii) Prof. Li Zexiang, Mr. Wang Hao,
|
||
Ms. Yang Xi and Dr. Li Zhiyong as non-executive directors, and (iii) Dr. Li Xiaoyuan, Prof. Tan Guangrong
|
||
and Mr. Zhang Jiangang as independent non-executive directors.
|