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
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985 lines
40 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated December 9, 2025 (the “Prospectus ”) issued by HashKey Holdings Limited (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, purchase
|
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or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read
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the Prospectus for detailed information about the Company and the Global Offering described below before deciding
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whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
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or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have not been, and
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will not be, registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged
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or otherwise transferred within the United States, except pursuant to an available exemption from, or in a transaction
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not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state
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securities laws. The Offer Shares are being offered and sold outside the United States in offshore transactions in
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reliance on Regulation S under the U.S. Securities Act, or in the United States to qualified institutional buyers in
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reliance on Rule 144A or any other available exemption from the registration requirements under the U.S. Securities
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Act.
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In connection with the Global Offering, J.P. Morgan Securities (Asia Pacific) Limited, as stabilizing manager (the
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“Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the extent
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permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts
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and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
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its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest
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of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of
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the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, January 11, 2026).
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Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Sunday, January 11, 2026). After this
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date, 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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In connection with the Global Offering, J.P. Morgan Securities (Far East) Limited and Guotai Junan Capital Limited
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act as the Joint Sponsors; and J.P. Morgan Securities (Asia Pacific) Limited and Guotai Junan Securities (Hong Kong)
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Limited act as the Sponsor-Overall Coordinators and Overall Coordinators.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the
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Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect
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upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements
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and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time prior to 8:00
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a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, December 17, 2025).
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--- page 2 ---
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2
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HashKey Holdings Limited
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(Incorporated in the Cayman Islands 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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: 240,570,000 Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 24,057,200 Shares
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Number of International Offer Shares : 216,512,800 Shares (subject to the Over-
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allotment Option)
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Offer Price : HK$6.68 per Offer Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal value : US$0.00001 per Share
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Stock code : 3887
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Joint Lead Managers
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(in alphabetical order)
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--- page 3 ---
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3
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HashKey Holdings Limited
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ANNOUNCEMENT OF FINAL OFFER PRICE
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AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated December 9, 2025 (the “Prospectus ”) issued by
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HashKey Holdings Limited (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded and should exercise extreme
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caution when dealing in the Shares.
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SUMMARY
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Company information
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Stock code 3887
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Stock short name HASHKEY HLDGS
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Dealings commencement date December 17, 2025*
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*see note at the end of this announcement
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Price Information
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Final Offer Price HK$6.68
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Offer Price Range HK$5.95 – HK$6.95
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Offer Shares and Share Capital
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Number of Offer Shares 240,570,000 Shares
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Number of Offer Shares in Hong Kong Public Offering 24,057,200 Shares
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Number of Offer Shares in International Offering 216,512,800 Shares
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Number of issued Shares upon Listing (before exercise
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of the Over-allotment Option)
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2,765,176,002 Shares
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Offer Size Adjustment Option
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Number of additional shares issued under the option N/A
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– Hong Kong Public Offering N/A
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– International Offering N/A
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The Offer Size Adjustment Option was not exercised.
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Over-allocation
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No. of Offer Shares over-allocated 36,085,200 Shares
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$1,607,007,600
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$127,766,819
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Net proceeds HK$1,479,240,781
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Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus.
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The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment
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Option (if any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of
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the Prospectus on a pro rata basis.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 88,592
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No. of successful applications 29,791
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Subscription level 393.71 times
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Reallocation No
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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24,057,200
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No. of Offer Shares reallocated from the International
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Offering
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0
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Final no. of Offer Shares under the Hong Kong Public
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Offering (after reallocation)
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24,057,200
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% of final no. of Offer Shares under the Hong Kong Public
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Offering to the Global Offering
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10%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors
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can refer to www.hkeipo.hk/iporesult to perform a search by identification number or
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www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 86
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Subscription Level 5.46 times
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No. of Offer Shares initially available under the
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International Offering
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216,512,800
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No. of Offer Shares reallocated to the Hong Kong Public
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Offering
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0
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Final no. of Offer Shares under the International Offering 216,512,800
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% of final no. of Offer Shares under the International
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Offering to the Global Offering
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to,
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among other things, (a) allocate further Shares in the International Offering to certain Cornerstone
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Investors and/or their respective close associates and (b) to allocate certain Offer Shares in the
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International Offering to certain existing Shareholders and its close associate, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates; and (ii) none of the placees and the public who have purchased
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the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
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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
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relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
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name or otherwise held by him/her/it.
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--- page 5 ---
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5
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor Note 1
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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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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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% of total issued
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Shares after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised)
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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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UBS Asset
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Management
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(Singapore) Ltd.
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11,655,600 4.84% 0.42% No
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FIL Investment
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Management (Hong
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Kong) Limited
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5,827,600 2.42% 0.21% close associate
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of an existing
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shareholder
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CDH Global Frontier
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Ventures Limited
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5,827,600 2.42% 0.21% close associate
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of an existing
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shareholder
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Cithara Global Multi-
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Strategy SPC –
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Bosideng Industry
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Investment Fund SP
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17,483,600 7.27% 0.63% No
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Infini Global Master
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Fund
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11,655,600 4.84% 0.42% No
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Deep Source Holdings
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Limited
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11,655,600 4.84% 0.42% No
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Profit Channel
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Development Limited
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11,655,600 4.84% 0.42% No
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Shining Light Grace
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Limited
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5,827,600 2.42% 0.21% An existing
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shareholder
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Space Z PTE. LTD. 5,827,600 2.42% 0.21% An existing
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shareholder
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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2. In addition to the Offer Shares subscribed for as Cornerstone Investors, Space Z PTE. LTD., Shining Light
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Grace Limited, CDH Global Frontier Ventures Limited, Cithara Global Multi-Strategy SPC – Bosideng
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Industry Investment Fund SP, Infini Global Master Fund, Deep Source Holdings Limited as well as UBS
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Asset Management (Singapore) Ltd. and/or their respective close associates, where applicable, were allocated
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further Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment
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Results Details – International Offer – Allottees with Consents Obtained ” in this announcement for details.
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Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below.
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For details, please refer to the section headed “Lock-up Undertakings – Cornerstone Investors ” in this
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announcement.
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--- page 6 ---
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6
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Allottees with Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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% of total
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issued Shares
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after the
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Global Offering
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(assuming
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the Over-
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allotment
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Option is not
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exercised) Relationship
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Allottees with consent under Chapter 4.15 of the Guide for New Listing Applicants in
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relation to allocations of further Shares to Cornerstone Investors and/or their respective
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close associates Note 1
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Space Z PTE. LTD. 11,050,000 4.59% 0.40% Existing
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Shareholder
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and
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cornerstone
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investor
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Shining Light Grace
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Limited
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5,500,000 2.29% 0.20% Existing
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Shareholder
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and
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cornerstone
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investor
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CDH Global Frontier
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Ventures Limited
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5,450,000 2.27% 0.20% Close associate
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of existing
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shareholder
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and
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cornerstone
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investor
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Cithara Fund 18,270,000 7.59% 0.66% Cornerstone
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Investor
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Infini 11,050,000 4.59% 0.40% Cornerstone
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Investor
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||
Deep Source 10,400,000 4.32% 0.38% Cornerstone
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Investor
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UBS AM Singapore 11,050,000 4.59% 0.40% Cornerstone
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Investor
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--- page 7 ---
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7
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and
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consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription for
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Shares by existing Shareholders and/or their close associates Note 1
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Epoch Vantage Limited 6,900,000 2.87% 0.25% An existing
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shareholder
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Blacklake Investment
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Management Ltd.
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2,220,000 0.92% 0.08% An existing
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shareholder
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DABANC Holding
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Limited Note 2
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1,100,000 0.46% 0.04% A close
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associate of
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the existing
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shareholder
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Notes:
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1. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
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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 Cornerstone Investors and/or their respective close associates, please refer to the section headed
|
||
“Others/Additional Information – Allocations of Offer Shares to the Cornerstone Investors and/or their
|
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respective close associates with a consent under Chapter 4.15 of the Guide for New Listing Applicants ” in
|
||
this announcement.
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2. TDR Investment Inc., is the existing shareholder of the Company, and holds 1.02% of total issued share
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capital of the Company. Mr. Wang Ruiping is the ultimate controller of TDR Investment Inc. and holds 100%
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of its equity. Mr Wang Ruiping hold 45% of DABANC Holding Limited and therefore is a close associate of
|
||
TDR Investment Inc.
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||
|
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--- page 8 ---
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8
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
|
||
Name
|
||
Number of
|
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Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Mr. Lu Weiding 1,072,203,049 38.78% June 16, 2026 Note 2 (First
|
||
Six-Month Period)
|
||
December 16, 2026 Note 3
|
||
(Second Six-Month
|
||
Period)
|
||
GDZ International
|
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Limited
|
||
1,072,203,049 38.78% June 16, 2026 Note 2 (First
|
||
Six-Month Period)
|
||
December 16, 2026 Note 3
|
||
(Second Six-Month
|
||
Period)
|
||
HashKey FinTech
|
||
Investment Fund III
|
||
(Cayman Master) LP
|
||
17,632,797 0.64% June 16, 2026 Note 2 (First
|
||
Six-Month Period)
|
||
December 16, 2026 Note 3
|
||
(Second Six-Month
|
||
Period)
|
||
Puxing Energy
|
||
Limited
|
||
586,329 0.02% June 16, 2026 Note 2 (First
|
||
Six-Month Period)
|
||
December 16, 2026 Note 3
|
||
(Second Six-Month
|
||
Period)
|
||
Total 1,090,422,175 39.43%
|
||
Notes:
|
||
1. To the best of our Directors ’ knowledge, GDZ International Limited is wholly-owned by Mr. Lu; partnership
|
||
interest in HashKey FinTech III is held as to 43.22% by GDZ International Limited as a limited partner; and
|
||
Puxing Energy Limited is ultimately controlled by Mr. Lu as to over one third of its voting rights. Therefore,
|
||
Mr. Lu is deemed to be interested in the 1,072,203,049 Shares, 17,632,797 Shares and 586,329 Shares held
|
||
by GDZ International Limited, HashKey FinTech III and Puxing Energy Limited, respectively.
|
||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the date that is
|
||
six months after the Listing Date (the “First Six-Month Period ”) ends on June 16, 2026. A Controlling
|
||
Shareholder may dispose of or transfer Shares after the indicated date provided that such Controlling
|
||
Shareholder will not cease to be a Controlling Shareholder.
|
||
3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the period of six
|
||
months commencing on the date on which the First Six-Month Period expires (the “Second Six-Month
|
||
Period ”) ends on December 16, 2026.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Existing Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
XChainX Limited 410,289,839 14.84% June 16, 2026 Note 1
|
||
Open Horizon
|
||
Holdings Limited
|
||
46,289,153 1.67% June 16, 2026 Note 1
|
||
Fidelity China
|
||
Special Situations
|
||
PLC
|
||
45,000,000 1.63% June 16, 2026 Note 1
|
||
Prestige Wealth
|
||
Group Limited
|
||
30,859,435 1.12% June 16, 2026 Note 1
|
||
Black Shadows, L.P. 29,455,081 1.07% June 16, 2026 Note 1
|
||
Fidelity Funds 28,637,703 1.04% June 16, 2026 Note 1
|
||
TDR Investment Inc 25,691,957 0.93% June 16, 2026 Note 1
|
||
Tomars Limited 23,221,725 0.84% June 16, 2026 Note 1
|
||
CMBI Private
|
||
Equity Series SPC
|
||
on behalf of and for
|
||
the account of Links
|
||
Opportunity Fund SP
|
||
23,144,577 0.84% June 16, 2026 Note 1
|
||
People’s Capital
|
||
Digital I L.P.
|
||
22,091,311 0.80% June 16, 2026 Note 1
|
||
JF SmartTrade (BVI)
|
||
Limited
|
||
22,091,311 0.80% June 16, 2026 Note 1
|
||
Summer Eternity
|
||
Holdings Limited
|
||
17,632,797 0.64% June 16, 2026 Note 1
|
||
BLACKLAKE
|
||
INVESTMENT
|
||
MANAGEMENT
|
||
LTD
|
||
14,727,541 0.53% June 16, 2026 Note 1
|
||
Epoch Vantage
|
||
Limited
|
||
14,727,541 0.53% June 16, 2026 Note 1
|
||
SmartDot Limited 11,020,498 0.40% June 16, 2026 Note 1
|
||
Shining Light Grace
|
||
Limited
|
||
10,800,000 0.39% June 16, 2026 Note 1
|
||
People’s Capital
|
||
Digital II L.P
|
||
10,309,278 0.37% June 16, 2026 Note 1
|
||
Meitu Investment
|
||
Ltd
|
||
9,257,831 0.33% June 16, 2026 Note 1
|
||
Haili Metal One
|
||
Hongkong Co.,
|
||
Limited
|
||
8,100,147 0.29% June 16, 2026 Note 1
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
OKG Ventures
|
||
Limited
|
||
7,714,859 0.28% June 16, 2026 Note 1
|
||
Gortune AlphaGo
|
||
Inv. Limited
|
||
7,714,286 0.28% June 16, 2026 Note 1
|
||
Space Z PTE. LTD. 7,714,286 0.28% June 16, 2026 Note 1
|
||
CMSC Partners OFC
|
||
– Ignis Fund II
|
||
7,363,770 0.27% June 16, 2026 Note 1
|
||
HUIDING
|
||
TECHNOLOGY
|
||
PTE. LTD
|
||
7,363,770 0.27% June 16, 2026 Note 1
|
||
New Port
|
||
International Capital
|
||
Limited
|
||
6,627,393 0.24% June 16, 2026 Note 1
|
||
Ching Hiu Yuen 2,204,100 0.08% June 16, 2026 Note 1
|
||
SNZ Holding
|
||
Limited
|
||
2,204,100 0.08% June 16, 2026 Note 1
|
||
Atlascap Metaverse
|
||
Limited
|
||
1,815,261 0.07% June 16, 2026 Note 1
|
||
EOS Network
|
||
Ventures Fund I GP
|
||
Ltd.
|
||
1,542,857 0.06% June 16, 2026 Note 1
|
||
Golden Future
|
||
Prosperity Ltd.
|
||
578,571,420 20.92% June 16, 2026 Note 1
|
||
Total 1,434,183,827 51.87%
|
||
Note:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to voluntary undertaking.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
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
|
||
UBS Asset
|
||
Management
|
||
(Singapore) Ltd.
|
||
11,655,600 0.42% June 16, 2026 Note 1
|
||
FIL Investment
|
||
Management (Hong
|
||
Kong) Limited
|
||
5,827,600 0.21% June 16, 2026 Note 1
|
||
CDH Global Frontier
|
||
Ventures Limited
|
||
5,827,600 0.21% June 16, 2026 Note 1
|
||
Cithara Global
|
||
Multi-Strategy SPC
|
||
– Bosideng Industry
|
||
Investment Fund SP
|
||
17,483,600 0.63% June 16, 2026 Note 1
|
||
Infini Global Master
|
||
Fund
|
||
11,655,600 0.42% June 16, 2026 Note 1
|
||
Deep Source
|
||
Holdings Limited
|
||
11,655,600 0.42% June 16, 2026 Note 1
|
||
Profit Channel
|
||
Development
|
||
Limited
|
||
11,655,600 0.42% June 16, 2026 Note 1
|
||
Shining Light Grace
|
||
Limited
|
||
5,827,600 0.21% June 16, 2026 Note 1
|
||
Space Z PTE. LTD. 5,827,600 0.21% June 16, 2026 Note 1
|
||
Total 87,416,400 3.16%
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on June
|
||
16, 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 12 ---
|
||
12
|
||
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 fully
|
||
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 fully
|
||
exercised and new
|
||
Shares are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
Shares upon
|
||
Listing (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total issued
|
||
Shares upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is fully
|
||
exercised and new
|
||
Shares are issued)
|
||
Top 1 35,753,600 16.51% 14.15% 14.86% 12.92% 35,753,600 1.29% 1.28%
|
||
Top 5 120,098,000 55.47% 47.55% 49.92% 43.41% 127,812,286 4.62% 4.56%
|
||
Top 10 177,732,800 82.09% 70.36% 73.88% 64.24% 225,702,167 8.16% 8.06%
|
||
Top 25 224,145,200 103.53% 88.74% 93.17% 81.02% 375,207,352 13.57% 13.39%
|
||
Note
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
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 fully
|
||
exercised and new
|
||
Shares are issued)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares (assuming
|
||
no exercise of the
|
||
Over-allot
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and new
|
||
Shares are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
Shares upon
|
||
Listing (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total issued
|
||
Shares upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is fully
|
||
exercised and new
|
||
Shares are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 1,668,993,595 60.36% 59.58%
|
||
Top 5 17,105,200 7.90% 6.77% 7.11% 6.18% 2,245,770,571 81.22% 80.17%
|
||
Top 10 70,836,400 32.72% 28.04% 29.45% 25.60% 2,396,168,038 86.66% 85.54%
|
||
Top 25 193,780,400 89.50% 76.71% 80.55% 70.04% 2,665,615,859 96.40% 95.16%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Number
|
||
of Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of Shares
|
||
applied for
|
||
POOL A
|
||
400 29,431 2,944 out of 29,431 applicants to receive 400 shares 10.00%
|
||
800 5,658 757 out of 5,658 applicants to receive 400 shares 6.69%
|
||
1,200 8,296 1,314 out of 8,296 applicants to receive 400 shares 5.28%
|
||
1,600 2,555 457 out of 2,555 applicants to receive 400 shares 4.47%
|
||
2,000 3,135 615 out of 3,135 applicants to receive 400 shares 3.92%
|
||
2,400 1,332 282 out of 1,332 applicants to receive 400 shares 3.53%
|
||
2,800 1,338 303 out of 1,338 applicants to receive 400 shares 3.24%
|
||
3,200 1,131 270 out of 1,131 applicants to receive 400 shares 2.98%
|
||
3,600 708 178 out of 708 applicants to receive 400 shares 2.79%
|
||
4,000 5,013 1,314 out of 5,013 applicants to receive 400 shares 2.62%
|
||
6,000 3,366 1,046 out of 3,366 applicants to receive 400 shares 2.07%
|
||
8,000 1,706 598 out of 1,706 applicants to receive 400 shares 1.75%
|
||
10,000 1,340 516 out of 1,340 applicants to receive 400 shares 1.54%
|
||
12,000 929 386 out of 929 applicants to receive 400 shares 1.39%
|
||
14,000 1,051 466 out of 1,051 applicants to receive 400 shares 1.27%
|
||
16,000 865 405 out of 865 applicants to receive 400 shares 1.17%
|
||
18,000 509 251 out of 509 applicants to receive 400 shares 1.10%
|
||
20,000 2,322 1,193 out of 2,322 applicants to receive 400 shares 1.03%
|
||
30,000 1,319 803 out of 1,319 applicants to receive 400 shares 0.81%
|
||
40,000 1,268 871 out of 1,268 applicants to receive 400 shares 0.69%
|
||
50,000 825 622 out of 825 applicants to receive 400 shares 0.60%
|
||
60,000 707 576 out of 707 applicants to receive 400 shares 0.54%
|
||
70,000 623 541 out of 623 applicants to receive 400 shares 0.50%
|
||
80,000 813 746 out of 813 applicants to receive 400 shares 0.46%
|
||
90,000 427 412 out of 427 applicants to receive 400 shares 0.43%
|
||
100,000 2,911 400 shares 0.40%
|
||
200,000 1,772
|
||
400 shares plus 593 out of 1,772 applicants to receive
|
||
an additional 400 shares 0.27%
|
||
300,000 1,073
|
||
400 shares plus 800 out of 1,073 applicants to receive
|
||
an additional 400 shares 0.23%
|
||
400,000 867
|
||
400 shares plus 703 out of 867 applicants to receive
|
||
an additional 400 shares 0.18%
|
||
500,000 583
|
||
400 shares plus 569 out of 583 applicants to receive
|
||
an additional 400 shares 0.16%
|
||
600,000 450 800 shares 0.13%
|
||
700,000 661
|
||
800 shares plus 113 out of 661 applicants to receive
|
||
an additional 400 shares 0.12%
|
||
Total 84,984
|
||
Total number of Pool A successful applicants:
|
||
26,183
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
POOL B
|
||
800,000 1,300 2,000 shares 0.25%
|
||
900,000 247
|
||
2,000 shares plus 110 out of 247 applicants to receive
|
||
an additional 400 shares 0.24%
|
||
1,000,000 1,056
|
||
2,000 shares plus 920 out of 1,056 applicants to
|
||
receive an additional 400 shares 0.23%
|
||
2,000,000 416 4,000 shares 0.20%
|
||
3,000,000 191
|
||
5,200 shares plus 139 out of 191 applicants to receive
|
||
an additional 400 shares 0.18%
|
||
4,000,000 102
|
||
6,800 shares plus 41 out of 102 applicants to receive
|
||
an additional 400 shares 0.17%
|
||
5,000,000 59 8,000 shares 0.16%
|
||
6,000,000 58
|
||
8,800 shares plus 26 out of 58 applicants to receive an
|
||
additional 400 shares 0.15%
|
||
7,000,000 29 9,600 shares 0.14%
|
||
8,000,000 22
|
||
10,000 shares plus 5 out of 22 applicants to receive an
|
||
additional 400 shares 0.13%
|
||
9,000,000 14 10,800 shares 0.12%
|
||
10,000,000 25
|
||
10,800 shares plus 13 out of 25 applicants to receive
|
||
an additional 400 shares 0.11%
|
||
12,028,400 89 12,000 shares 0.10%
|
||
Total 3,608 Total number of Pool B successful applicants: 3,608
|
||
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.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to existing Shareholders with a waiver from the strict compliance with Rule 10.04 of
|
||
the Listing Rules and a prior consent under paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, the waivers
|
||
from the strict compliance with Rule 10.04 of the Listing Rules and consents under paragraph
|
||
1C(2) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
|
||
International Offering to Existing Minority Shareholders and their close associates on the following
|
||
grounds which are consistent with the conditions as set out in the Chapter 4.15 of the Guide for
|
||
New Listing Applicant:
|
||
(i) Less than 5%: The Joint Sponsors confirm that each of permit (i) Epoch Vantage Limited;
|
||
(ii) Blacklake Investment Management Ltd. and (iii) TDR Investment Inc (the “Existing
|
||
Minority Shareholders ”) is interested in less than 5% of the Company ’s voting rights prior
|
||
to the completion of the Global Offering;
|
||
(ii) Not core connected persons: The Joint Sponsors confirm that the Existing Minority
|
||
Shareholders and its close associates are not a core connected person (as defined under the
|
||
Listing Rules) of the Company or any close associate (as defined under the Listing Rules) of
|
||
such core connected person immediately prior to or following the Global Offering;
|
||
(iii) No right to appoint Directors: The Joint Sponsors confirm that the Existing Minority
|
||
Shareholders have no power to appoint directors of the Company (other than as shareholders
|
||
of the Company) and do not have other special rights that is exercisable in connected with the
|
||
Global Offering prior to its termination;
|
||
(iv) No impact on public float: The Joint Sponsors confirm that the allocation to the (i) Epoch
|
||
Vantage Limited; (ii) Blacklake Investment Management Ltd. and (iii) DABANC Holding
|
||
Limited for which this submission is sought will not affect the Company ’s ability to satisfy
|
||
the public float requirement under Rule 8.08 of the Listing Rules; and
|
||
(v) Disclosure: the relevant information in respect of the allocation to Existing Minority
|
||
Shareholders will be disclosed in the allotment results announcement;
|
||
(vi) the Joint Sponsors confirm to the Stock Exchange in writing that based on (i) their
|
||
discussions with the Company; and (ii) the confirmations provided to the Stock Exchange
|
||
by the Company (confirmations (viii) mentioned below), and to the best of their knowledge
|
||
and belief, they have no reason to believe that the Existing Minority Shareholders or its close
|
||
associates received any preferential treatment in the allocation as a placee by virtue of its
|
||
relationship with the Company, and details of the allocation will be disclosed in the allotment
|
||
results announcement;
|
||
(vii) the Overall Coordinators confirm to the Stock Exchange in writing that based on (i) their
|
||
discussions with the Company; and (ii) the confirmations provided to the Stock Exchange
|
||
by the Company (confirmations (viii) mentioned below), and to the best of their knowledge
|
||
and belief, they have no reason to believe that the Existing Minority Shareholders or its close
|
||
associates received any preferential treatment in the allocation as a placee by virtue of its
|
||
relationship with the Company; and
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
(viii) the Company confirms to the Stock Exchange in writing that no preferential treatment has
|
||
been, nor will be, given to the Existing Minority Shareholders or its close associates by virtue
|
||
of its relationship with the Company in any allocation in the placing tranche.
|
||
The allocation of Offer Shares to such existing Shareholders and/or close associates of existing
|
||
Shareholders is in compliance with all the conditions under the waivers/consents granted by the
|
||
Stock Exchange.
|
||
For details of the allocations of Offer Shares to existing Shareholders, please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allotees with Consents Obtained ” in
|
||
this announcement.
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option was not exercised and has lapsed.
|
||
Allocations of Offer Shares to Cornerstone Investors and/or their respective close associates
|
||
with a consent under Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in
|
||
the International Offering to certain Cornerstone Investors and/or their close associates as placees,
|
||
subject to the following conditions ( “Allocation to Size-based Exemption Participants ”):
|
||
1. the final offering size of the Global Offering (excluding any additional Shares which may
|
||
be issued upon exercise of the Over-allotment Option) will be of a total value of at least
|
||
HK$1 billion as required by paragraph 18(i) of Chapter 4.15 of the Guide for New Listing
|
||
Applicants;
|
||
2. the Offer Shares allocated to all existing shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under this exemption do not exceed
|
||
30% of the total number of the Shares offered, which is in compliance with paragraph 18(ii)
|
||
of Chapter 4.15 of the Guide for New Listing Applicants;
|
||
3. each Director, chief executive, Controlling Shareholder of the Company has confirmed
|
||
that no securities have been allocated to them or their respective close associates under the
|
||
size-based exemption as required by paragraph 18(iii) of Chapter 4.15 of the Guide for New
|
||
Listing Applicants;
|
||
4. the Company will comply with the public float requirement under Rule 8.08(1) of the Listing
|
||
Rules; and
|
||
5. details of the Allocation to Size-based Exemption Participants under this exemption will be
|
||
disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to Cornerstone Investors and/or their close associates,
|
||
please refer to the section headed “Allotment Results Details – International Offering – Allottees
|
||
with Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
|
||
any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and the
|
||
District of Columbia). This announcement does not, and is not intended to, constitute or form a
|
||
part of any offer to sell or solicitation to purchase or subscribe for any securities in the United
|
||
States. The Offer Shares have not been, and will not be, registered under the United States
|
||
Securities Act of 1933, as amended (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 pursuant to an available exemption from, or in a
|
||
transaction not subject to, the registration requirements of the U.S. Securities Act. There will be
|
||
no public offer of the Offer Shares 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, or in the United States to qualified
|
||
institutional buyers in reliance on Rule 144A or any other available exemption from the
|
||
registration requirements 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 December 9, 2025 issued by HashKey
|
||
Holdings 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 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 section headed “Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for
|
||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||
Date (which is currently expected to be on Wednesday, December 17, 2025).
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering (before any exercise of the Over-allotment
|
||
Option), the total number of Shares held in public hands represents approximately 24.80% of the
|
||
total issued share capital of the Company, which is higher than the prescribed percentage of Shares
|
||
required to be held in public hands of 15% under Rule 8.08(1) of the Listing Rules calculated
|
||
based on the Offer Price of HK$6.68 per Share, thereby satisfying Rule 8.08(1) of the Listing
|
||
Rules. Based on the Offer Price of HK$6.68 per Share, the free float of our Company is 5.54% and
|
||
with a market value at the time of the Listing of approximately HK$1,023 million (immediately
|
||
after the completion of the Global Offering and before any exercise of the Over-allotment Option)
|
||
and therefore 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 of the Company do not hold more than 50% of the 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 Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
|
||
December 17, 2025 (Hong Kong time), provided that the Global Offering has become unconditional
|
||
and the right of termination described in the section headed “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 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 Wednesday,
|
||
December 17, 2025 (Hong Kong time), it is expected that dealings in the Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Wednesday, December 17, 2025 (Hong Kong time). The
|
||
Shares will be traded in board lots of 400 Shares each, and the stock code of the Shares will be
|
||
3887.
|
||
By order of the Board
|
||
HashKey Holdings Limited
|
||
Dr. Xiao Feng
|
||
Chairman of the Board, Executive Director and
|
||
Chief Executive Officer
|
||
Hong Kong, December 16, 2025
|
||
As at the date of this announcement: (i) Dr. Xiao Feng is an executive Director;
|
||
(ii) Mr. Lu Weiding is an non-executive Director; and (iii) Mr. Chan Jessey Ting,
|
||
Ms. Lin Lynn Zhihong and Mr. Huang Sidney Xuande are independent non-executive Directors.
|