hk-ipo/data/extracted_text/06086/allotment_results_2024-07-08_2024070801101.txt

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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.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the prospectus dated June 28, 2024 (the “Prospectus ”) issued by Fangzhou Inc. (the “Company ”).
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 for
detailed information about the Company and the Global Offering described below before deciding whether or not to
invest in the Offer Shares thereby being offered. Any investment decision in relation to the Offer Shares should be
taken solely in reliance on the information provided in the Prospectus.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United
States (including its territories and possessions, any state of the United States and the District of Columbia), or
any jurisdiction where such release, publication or distribution is prohibited by law. This announcement does not
constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Hong Kong, the United
States or any other jurisdiction. 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 ”), or securities law of any state or other
jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred within the United
States or to, or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The
Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the
U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United
States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. There will be no public offer
of the securities in the United States. The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended.
In connection with the Global Offering, Citigroup Global Markets Asia Limited as stabilizing manager (the
“Stabilizing Manager ”) or any person acting for it may, to the extent permitted by applicable laws and regulatory
requirements of Hong Kong or elsewhere, make purchases, over-allocate or effect transactions in the market or
otherwise take such stabilizing action(s) with a view to stabilizing or supporting the market price of the Shares at a
level higher than that which might otherwise prevail for a limited period after the Listing Date. Any such stabilizing
action will be effected in compliance with all applicable laws and regulatory requirements, including the Securities and
Futures (Price Stabilizing) Rules under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
However, there is no obligation on the Stabilizing Manager or any person acting for it to conduct any such stabilizing
action. Such stabilizing action, if taken, (i) will be conducted at the absolute discretion of the Stabilizing Manager or
any person acting for it, (ii) may be discontinued at any time and (iii) is required to be brought to an end within 30
days after the last day for lodging applications under the Hong Kong Public Offering.
Prospective investors should note that no stabilizing action can be taken to support the price of the Shares for longer
than the stabilization period, which will begin on the Listing Date and is expected to expire on Saturday, August 3,
2024, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this
date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
could fall.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and
to procure subscribers for, the Hong Kong Offer Shares are subject to termination by the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. (Hong Kong
time) on the Listing Date. Such grounds are set out in the section headed “Underwriting ” in the Prospectus.


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Fangzhou Inc.
˙Ћ雲ʮ̡
(A company incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 23,800,000 Offer Shares (subject to
 the Over-allotment Option)
Number of Hong Kong Offer Shares : 7,140,000 Offer Shares (as adjusted after
 reallocation)
Number of International Offer Shares : 16,660,000 Offer Shares (as adjusted after
 reallocation and subject to the
 Over-allotment Option)
Final Offer Price : HK$8.18 per Offer Share plus brokerage
 of 1%, SFC transaction levy of 0.0027%,
 AFRC transaction levy of 0.00015%
 and the Stock Exchange trading fee of
 0.00565%
Nominal value : US$0.00002 per Offer Share
Stock code : 6086
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers (in alphabetical order)


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FANGZHOU INC. / 方舟云康控股有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated 28 June 2024  (the “ Prospectus”) issued by Fangzhou Inc.  (the
“Company”).

Warning:  In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Shares could move
substantially even with a small number of Shares traded and should exercise extreme caution when
dealing in the Shares.
SUMMARY

Company information
Stock code 6086
Stock short name FANGZHOU JIANKE
Dealings commencement date 9 July 2024*
*see note at the end of the announcement

Price Information
Final Offer Price HK$8.180
Offer Price Range HK$7.600 - HK$8.360
Offer Price Adjustment exercised No

Offer Shares and Share Capital
Number of Offer Shares 23,800,000
Number of Offer Shares in Hong Kong Public Offering
(after reallocation)
7,140,000
Number of offer shares in International Offering (after
reallocation)
16,660,000
Number of issued shares upon Listing 1,340,267,457

Over-allocation
No. of Offer Shares over-allocated 3,570,000
Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
combination of these means. In the event the Over -allotment Option is exercised, an announcement will
be made on the Stock Exchange’s website.

Proceeds
Gross proceeds (Note) HK$194.68 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(127.59) million
Net proceeds HK$67.09 million

Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
proceeds, please refer to the Prospectus dated 28 June 2024.


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ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING

No. of valid applications 4,371
No. of successful applications 2,789
Subscription level 16.63 times
Claw-back triggered Yes
No. of Offer Shares initially available under the Hong Kong Public
Offering
2,380,000
No. of Offer Shares reallocated from the International Offering
(claw-back)
4,760,000
Final no. of Offer Shares under the Hong Kong Public Offering
(after reallocation)
7,140,000
% of Offer Shares under the Hong Kong Public Offering to the
Global Offering
30.00%

Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment to pe rform a search by name or identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFERING

No. of placees 145
Subscription Level 1.66 times
No. of Offer Shares initially available under the International
Offering
21,420,000
No. of Offer Shares reallocated to the Hong Kong Public Offering
(claw-back)
4,760,000
Final no. of Offer Shares under the International Offering (after
reallocation but before over-allocation)
16,660,000
% of Offer Shares under the International Offering to the Global
Offering
70.00%

The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
shareholders of the C ompany or any of its subsidiaries or their respective close associates; and (ii) none of
the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from
the Company, any of the Directors, chief executive of the Com pany, controlling shareholders, substantial
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
name or otherwise held by him/her/it.


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LOCK-UP UNDERTAKINGS

Controlling 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
Fangrong Management
Limited
265,538,362 19.81% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Xingyu Holdings L.P. 5,585,180 0.42% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Fangzhan Holdings L.P. 5,481,985 0.41% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Celaeno Group Limited 186,158,297 13.89% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Silica Brothers Corp. 50,465,760 3.77% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Asia Tech Investments
Ltd.
116,875,898 8.72% 9 January 2025 (First
Six-Month Period) Note 1
9 July 2025 (Second
Six-Month Period) Note 2
Subtotal 630,105,482 47.01%

In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing
Rules and the Hong Kong Underwriting Agreement, the lock -up for the first six -month period ends on 9
January 2025 and for the second six-month period ends on 9 July 2025.


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
HBM Trident 2 Holdings
Ltd.
58,420,980 4.36% 9 January 2025
CTCB Holdings Limited 5,415,483 0.40% 9 January 2025


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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
ATI Opportunities
(Nevis) Ltd
3,249,290 0.24% 9 January 2025
GIG Hong Kong Limited 28,247,975 2.11% 9 January 2025
Liansheng Hanhai
Limited / 聯盛瀚海有限
公司
14,007,415 1.05% 9 January 2025
Volcanics Venture Fund,
L.P.
11,205,930 0.84% 9 January 2025
Prime Orient Holdings
Ltd.
6,582,337 0.49% 9 January 2025
Mr. ZOU Yuming / 鄒宇
鳴先生
3,500,000 0.26% 9 January 2025
Torano Investments
Limited
20,000,000 1.49% 9 January 2025
Tech-Med Investments
(S) Pte. Ltd.
138,430,610 10.33% 9 January 2025
CP Pharmatech
Singapore Pte. Ltd.
126,151,645 9.41% 9 January 2025
Crescent Trident
Singapore Pte. Ltd.
115,165,045 8.59% 9 January 2025
Asia-Pac E-Commerce
Opportunities Pte. Ltd.
57,696,515 4.30% 9 January 2025
Endeavor Cloud Limited 33,268,750 2.48% 9 January 2025
FAST GOAL
INTERNATIONAL
LIMITED
32,120,000 2.40% 9 January 2025
Gaoxin Thrive Limited 32,900,000 2.45% 9 January 2025
Subtotal 686,361,975 51.21%

The expiry date of the lock -up period shown in the table above is pursuant to the lock -up undertakings as
disclosed in the Prospectus.


Notes

1. The Controlling Shareholder may dispose of or transfer Shares after the indicated  date subject  to that the Controlling
Shareholder  will not cease to be a Controlling  Shareholder.

2. The Controlling  Shareholder  and Cornerstone Investors will cease to be prohibited from disposing of or transferring
Shares after th e indicated  date.


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PLACEE CONCENTRATION ANALYSIS
Placees*
Number of
Shares allotted

Allotment as % of
International Offering
(assuming no exercise of
the Over-allotment
Option)
Allotment as % of
International Offering
(assuming the Over-
allotment Option is
exercised and new Shares
are issued)
Allotment as % of total
Offer Shares (assuming no
exercise of the Over-
allotment Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment Option
is exercised and
new Shares are issued)
Number of
Shares held upon Listing

% of total issued share
capital upon Listing
(assuming no exercise of
the Over-allotment
Option)
·% of total issued share
capital upon Listing
(assuming the Over-
allotment Option is
exercised and new Shares
are issued)
Top 1 4,771,500  28.64% 23.59% 20.05% 17.43% 4,771,500  0.36% 0.36%
Top 5 17,478,500  104.91%  86.40% 73.44% 63.86% 17,478,500  1.30% 1.30%
Top 10 19,397,500  116.43%  95.88% 81.50% 70.87% 19,397,500  1.45% 1.44%
Top 25 20,149,500  120.95%  99.60% 84.66% 73.62% 20,149,500  1.50% 1.50%

Notes
* Ranking of placees is based on the number of Shares allotted to the placees.

SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders*
Number of
Shares allotted

Allotment as % of
Hong Kong Public
Offering

Allotment as % of
International
Offering (assuming
no exercise of the
Over-allotment
Option)#
Allotment as % of
International
Offering (assuming
the Over- allotment
Option is exercised
and new Shares are
issued)#
Allotment as % of
total Offer Shares
(assuming no
exercise of the Over -
allotment Option)
Allotment as % of
total Offer Shares
(assuming the Over -
allotment Option is
exercised and
new Shares are
issued)
Number of Shares
held upon Listing

% of total issued
share capital upon
Listing (assuming no
exercise of the Over-
allotment Option)
% of total issued
share capital upon
Listing (assuming
the Over-allotment
Option is exercised
and new Shares are
issued)
Top 1 0 0.00% 0.00% 0.00% 0.00% 0.00% 630,105,482  47.01% 46.89%
Top 5 0 0.00% 0.00% 0.00% 0.00% 0.00% 1,192,139,027  88.95% 88.71%
Top 10 0 0.00% 0.00% 0.00% 0.00% 0.00% 1,301,220,347  97.09% 96.83%
Top 25 21,611,000  44.52% 110.64%  91.11% 90.80% 78.96% 1,338,078,457  99.84% 99.57%

Notes
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
# Exclusive of 3,178,500 Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.


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BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
the public will be conditionally allocated on the basis set out below:
NO. OF SHARES APPLIED FOR
NO. OF VALID
APPLICATIONS
BASIS OF
ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE  ALLOTTED
OF THE TOTAL NO. OF
SHARES APPLIED FOR
500 1,327 0 Shares 40.04% 500 886 500 Shares
1,000 229 0 Shares 28.99% 1,000 316 500 Shares
1,500 26 0 Shares 25.38% 1,500 83 500 Shares
2,000 97 500 Shares 25.00%
2,500 78 500 Shares 24.24% 2,500 21 1,000 Shares
3,000 33 500 Shares 24.01% 3,000 26 1,000 Shares
3,500 11 500 Shares 23.33% 3,500 19 1,000 Shares
4,000 5 500 Shares 23.16% 4,000 29 1,000 Shares
4,500 12 1,000 Shares 22.22%
5,000 385 1,000 Shares 22.09% 5,000 102 1,500 Shares
6,000 30 1,000 Shares 20.00% 6,000 20 1,500 Shares
7,000 8 1,000 Shares 19.05% 7,000 16 1,500 Shares
8,000 19 1,500 Shares 18.75%
9,000 10 1,500 Shares 18.52% 9,000 5 2,000 Shares
10,000 62 1,500 Shares 18.01% 10,000 94 2,000 Shares
15,000 51 2,000 Shares 13.33%
20,000 37 2,000 Shares 10.49% 20,000 9 2,500 Shares
25,000 58 2,500 Shares 10.00%
30,000 25 2,500 Shares 8.98% 30,000 16 3,000 Shares
35,000 14 3,000 Shares 8.57%
40,000 8 3,000 Shares 8.04% 40,000 6 3,500 Shares
45,000 7 3,500 Shares 7.78%


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NO. OF SHARES APPLIED FOR
NO. OF VALID
APPLICATIONS
BASIS OF
ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE  ALLOTTED
OF THE TOTAL NO. OF
SHARES APPLIED FOR
50,000 36 3,500 Shares 7.20% 50,000 9 4,000 Shares
60,000 22 4,000 Shares 6.67%
70,000 7 4,500 Shares 6.43%
80,000 9 5,000 Shares 6.25%
90,000 10 5,500 Shares 6.11%
100,000 57 6,000 Shares 6.00%
200,000 21 10,000 Shares 5.00%
300,000 5 14,000 Shares 4.67%
400,000 2 18,500 Shares 4.63%
500,000 6 23,000 Shares 4.60%
600,000 2 391,500 Shares 65.29% 600,000 2 392,000 Shares
700,000 1 456,000 Shares 65.14%
1,190,000 2 773,500 Shares 65.00%
Total 4,371 7,140,000 Shares

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 a ny 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 trading fee payable.


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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 th e 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 wil l be no public
offer of securities in the United States.
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in
Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S.
Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S
under the U.S. Securities Act.
This announcement is for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
Potential investors should read the Prospectus dated 28 June 2024 issued by Fangzhou 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 —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 9 July 2024).


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PUBLIC FLOAT
Immediately following the completion of the Global Offering: (i) 18.59% of the total issued share
capital of the Company will be held by the public (assuming the Over-allotment Option is not
exercised), which will satisfy the minimum percentage of public float as prescribed in the waiver
granted by the Stock Exchange from strict compliance with the requirement under Rule 8.08(1)
(a) of the Listing Rules; (ii) there will be at least 300 Shareholders at the time of Listing in
compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public Shareholders will
not hold more than 50% of the Shares in public hands at the time of Listing in compliance with
Rule 8.08(3) of the Listing Rules; and (iv) there will not be any new substantial Shareholder of the
Company.
COMMENCEMENT OF DEALINGS
The Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date,
which is expected to be Tuesday, July 9, 2024 (Hong Kong time), provided that the Global
Offering has become unconditional in all respects and the right of termination described in the
section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public
Offering – Grounds for Termination ” in the Prospectus has not been exercised. Investors who trade
Shares 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 Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
on Tuesday, July 9, 2024 (Hong Kong time), dealings in the Shares on the Stock Exchange are
expected to commence at 9:00 a.m. on Tuesday, July 9, 2024 (Hong Kong time). The Shares will
be traded in board lots of 500 Shares each. The stock code of the Shares will be 6086.
By order of the Board
Fangzhou Inc.
Mr. XIE Fangmin
Chairman
Hong Kong, July 8, 2024
As of the date of this announcement, the Board comprises Mr. XIE Fangmin, Mr. ZHOU Feng
and Mr. ZOU Yuming as executive directors, Mr. David McKee HAND as non-executive director,
and Dr. WANG Haizhong, Ms. KANG Wei and Mr. ZHU Xiaolu as independent non-executive
directors.