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.
1444 lines
54 KiB
Plaintext
1444 lines
54 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
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announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia) or any other
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jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any
|
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offer to sell or solicitation of an offer to buy, to purchase or subscribe for securities nor shall there be any sale of Offer
|
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Shares in the United States or in any other jurisdictions in which such offer or solicitation would be unlawful. The
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securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as
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amended from time to time (the “U.S. Securities Act ”) or any state securities law of the United States. The securities
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may not be offered, sold, pledged, or transferred within the United States or to, or for the account or benefit of U.S.
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persons (as defined in Regulation S under the U.S. Securities Act ( “Regulation S ”)) except pursuant to an exemption
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from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance
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with any applicable state securities laws. There will be no public offering of securities in the United States. The Offer
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Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under
|
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the U.S. Securities Act.
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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 the
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prospectus dated Monday, October 20, 2025 (the “Prospectus ”) issued by CIG SHANGHAI CO., LTD. (Ҧ
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ʮ̡ ) (the “Company ”) for detailed information about the Global Offering described below before deciding
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whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares
|
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should be taken solely in reliance on the information in the Prospectus.
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Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those
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defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Sponsor-Overall Coordinator
|
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(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
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Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
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paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds
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for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
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In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited, as stabilizing manager (the
|
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“Stabilizing Manager ”), or any person acting for it, on behalf of the Underwriters, may effect transactions with a
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view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, or any
|
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person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute
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discretion of the Stabilising 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 applications
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under the Hong Kong Public Offering, being Saturday, November 22, 2025. Such stabilisation action, if taken, may be
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effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules
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and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of
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Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilising action cannot be taken to support the price of the H Shares for
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longer than the stabilisation period which begins on the Listing Date and is expected to expire on Saturday, November
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22, 2025, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
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After this date, no further stabilising action may be taken, demand for the H Shares, and therefore the price of the H
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Shares, could fall.
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--- page 2 ---
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2
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CIG SHANGHAI CO., LTD.
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 67,010,500 H Shares (subject to the Over-
|
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allotment Option)
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Number of Hong Kong Offer Shares : 6,701,050 H Shares
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Number of International Offer Shares : 60,309,450 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$68.88 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of
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0.00015% (payable in full on application
|
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in Hong Kong dollars and subject to
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refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 6166
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Sole Sponsor
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Joint Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, and
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Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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3
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CIG SHANGHAI CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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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 6166
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Stock short name CIG
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Dealings commencement date October 28, 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$68.88
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Maximum Offer Price HK$68.88
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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 67,010,500
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Number of Offer Shares in Hong Kong Public Offering 6,701,050
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Number of Offer Shares in International Offering 60,309,450
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Number of issued Shares upon Listing (before exercise of
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the Over-allotment Option)
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335,030,341
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Over-allocation
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No. of Offer Shares over-allocated 10,051,500
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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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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$4,615.7 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$135.7 million
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Net proceeds HK$4,480.0 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use of
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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-
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allotment Option (if any) for the purposes as set out in the section headed “Future Plans and Use
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of Proceeds ” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 206,461
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No. of successful applications 55,148
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Subscription level 338.7 times
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Reallocation No
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No. of Offer Shares initially available under the Hong
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Kong Public Offering
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6,701,050
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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
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6,701,050
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% of Offer Shares under the Hong Kong Public Offering
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to the Global Offering
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10.0%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult to perform a search by identification document number or
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www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 119
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Subscription Level 16.5 times
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No. of Offer Shares initially available under the
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International Offering
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60,309,450
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Final no. of Offer Shares under the International Offering 60,309,450
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% of Offer Shares under the International Offering to the
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Global Offering
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90.0%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering
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to certain Existing Minority Shareholders and/or their close associates; and (b) a consent under
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Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among other
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things, allocate further H Shares in the International Offering to the Cornerstone Investors and/or
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their close associates, (i) none of the Offer Shares subscribed by the placees and the public have
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been financed directly or indirectly by the Company, any of the Directors, chief executive of the
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Company, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries
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or 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, substantial Shareholders, existing Shareholders of the Company
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or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal,
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voting or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/
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it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of total
|
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issued H Shares
|
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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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% of total
|
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issued share
|
||
capital in the
|
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Company after
|
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the Global
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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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Baring Asset Management
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(Asia) Limited ( “Barings ”)
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2,259,500 3.37% 0.67% No
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Morgan Stanley & Co.
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International plc ( “MSIP”)
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2,259,500 3.37% 0.67% Yes
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HCEP Management Limited
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(“HCEP”)
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2,259,500 3.37% 0.67% No
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Arc Avenue Asset
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Management Pte. Ltd. ( “Arc
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||
Avenue ”)
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1,129,750 1.69% 0.34% No
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CloudAlpha Capital
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Management Limited
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(“CloudAlpha Capital ”)
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3,389,250 5.06% 1.01% No
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Turing International Limited
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(“Turing ”)
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3,389,250 5.06% 1.01% No
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--- page 6 ---
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6
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Investor
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No. of
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Offer
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Shares
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allocated
|
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% of total
|
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issued H Shares
|
||
after the
|
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Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
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issued share
|
||
capital in the
|
||
Company after
|
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the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
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exercised)
|
||
Existing
|
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shareholders
|
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or their close
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associates
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Cithara Global Multi-
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Strategy SPC – Bosideng
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Industry Investment Fund
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SP (“Cithara Fund ”)
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3,389,250 5.06% 1.01% No
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3W Fund Management
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Limited ( “3W Fund ”)
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2,259,500 3.37% 0.67% No
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Schonfeld Strategic
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Advisors (Hong Kong)
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Limited ( “Schonfeld ”)
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2,259,500 3.37% 0.67% No
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Infini Global Master Fund
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(“Infini ”)
|
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1,129,750 1.69% 0.34% No
|
||
Alpine Investment
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Management Limited
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(“Alpine ”)
|
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2,259,500 3.37% 0.67% No
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||
Dymon Asia Multi-Strategy
|
||
Investment Master Fund
|
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(“DAMSIMF ”)
|
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1,129,750 1.69% 0.34% No
|
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Aqua Ocean Limited
|
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(“Aqua Ocean ”)
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2,259,500 3.37% 0.67% No
|
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Martis Fund, L.P.
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(“Martis ”)
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1,129,750 1.69% 0.34% No
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Taikang Life Insurance Co.,
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Ltd* (ப
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ʮ̡) (“Taikang Life ”)
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1,129,750 1.69% 0.34% Yes
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ICBC Wealth Management
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Co., Ltd.* (ப
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ʮ̡) (“ICBC WM ”)
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1,129,750 1.69% 0.34% No
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* For identification purposes only
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Notes:
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1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
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be issued under the Global Offering (assuming the Over-allotment Option is not exercised).
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2. In addition to the Offer Shares subscribed for as Cornerstone Investors, Barings, MSIP, HCEP, Arc Avenue,
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CloudAlpha Capital, Turing, Cithara Fund, 3W Fund, Schonfeld, Infini, Alpine, DAMSIMF, Aqua Ocean,
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Martis, Taikang Life, ICBC WM and/or their close associates, where applicable, were allocated further
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Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment Results
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Details – International Offering – Allotees with Waivers/Consents Obtained ” in this announcement for
|
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details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated
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below. 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 7 ---
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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
|
||
allocated
|
||
% of total
|
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issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4
|
||
% of total
|
||
issued share
|
||
capital in the
|
||
Company after
|
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the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
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exercised) Note 5 Relationship
|
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and
|
||
consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription for H
|
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Shares by Existing Minority Shareholders and/or their close associates holding more than
|
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1% of the issued share capital of the Company immediately prior to the completion of the
|
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Global Offering Note 1
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MSIP 4,405,500 6.57% 1.31% The investor is one
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||
of the Cornerstone
|
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Investors and
|
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an existing
|
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Shareholder of the
|
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Company.
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Taikang Life and
|
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Taikang Asset
|
||
Management (Hong
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Kong) Co., Ltd.
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(“Taikang HK ”)
|
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1,468,550 2.19% 0.44% Taikang Life is one
|
||
of the Cornerstone
|
||
Investors and
|
||
an existing
|
||
Shareholder and/or
|
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its close associate
|
||
and Taikang HK is
|
||
a close associate of
|
||
Taikang Life
|
||
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in
|
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relation to allocations of further H Shares to Cornerstone Investors and/or their close
|
||
associates Note 2
|
||
Barings 2,146,000 3.20% 0.64% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Barings Singapore Pte.
|
||
Ltd. (1)
|
||
Close associate
|
||
of a Cornerstone
|
||
Investor.
|
||
Baring Asset
|
||
Management Limited (1)
|
||
Close associate
|
||
of a Cornerstone
|
||
Investor.
|
||
MSIP 2,146,000 3.20% 0.64% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
|
||
|
||
--- page 8 ---
|
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8
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4
|
||
% of total
|
||
issued share
|
||
capital in the
|
||
Company after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 5 Relationship
|
||
HCEP 2,146,000 3.20% 0.64% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Arc Avenue 1,129,500 1.69% 0.34% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
CloudAlpha Capital 1,129,500 1.69% 0.34% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Turing 1,129,500 1.69% 0.34% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Cithara Fund 1,129,500 1.69% 0.34% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
3W Fund 903,600 1.35% 0.27% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Schonfeld 903,600 1.35% 0.27% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Infini 338,850 0.51% 0.10% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Alpine 1,807,200 2.70% 0.54% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
DAMSIMF 338,850 0.51% 0.10% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Boyu Capital
|
||
Management
|
||
(Singapore) Pte. Ltd. (2)
|
||
903,650 1.35% 0.27% Close associate
|
||
of a Cornerstone
|
||
Investor.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4
|
||
% of total
|
||
issued share
|
||
capital in the
|
||
Company after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 5 Relationship
|
||
Martis 169,400 0.25% 0.05% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Tulip Fund, L.P. (3) 169,400 0.25% 0.05% Close associate
|
||
of a Cornerstone
|
||
Investor.
|
||
Taikang Life 282,350 0.42% 0.08% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Taikang HK (4) 56,450 0.08% 0.02% Close associate
|
||
of a Cornerstone
|
||
Investor.
|
||
ICBC WM (5) 338,850 0.51% 0.10% Same entity as
|
||
Cornerstone
|
||
Investor.
|
||
Invesco Hong Kong
|
||
Limited (6)
|
||
564,750 0.84% 0.17% Close associate
|
||
of a Cornerstone
|
||
Investor
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4
|
||
% of total
|
||
issued share
|
||
capital in the
|
||
Company after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 5 Relationship
|
||
(1) Baring Asset Management (Asia) Limited, Barings Singapore Pte. Ltd. and Baring Asset Management
|
||
Limited are subsidiaries of Barings LLC.
|
||
(2) Aqua Ocean Limited is a controlled subsidiary of Boyu Capital Opportunities Master Fund, which is an
|
||
investment fund managed by Boyu Capital Management (Singapore) Pte. Ltd. Therefore, Boyu Capital
|
||
Management (Singapore) Pte. Ltd is a close associate of Aqua Ocean Limited.
|
||
(3) Tulip Fund, L.P. is a close associate of Martis.
|
||
(4) Taikang Life and Taikang HK are both wholly owned subsidiary of Taikang Insurance Group Inc..
|
||
(5) For the purpose of participation in the International Offering as a placee, ICBC WM has engaged various
|
||
asset managers that are qualified domestic international investors as approved by the relevant PRC authority,
|
||
to subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of ICBC WM. Each of
|
||
such asset managers is an independent third party of ICBC WM.
|
||
(6) Invesco Hong Kong Limited is a close associate of Invesco Great Wall Fund Management Co., Ltd.* (ڗ
|
||
ʮ̡ ), through which ICBC WM makes its cornerstone investment.
|
||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of
|
||
the Guide for New Listing Applicants in relation to allocations to connected clients Note 3
|
||
Guotai Junan
|
||
Investments (Hong
|
||
Kong) Limited ( “GTJA
|
||
Investments ”)
|
||
287,450 0.43% 0.09% Connected client
|
||
Haitong Opportunity
|
||
Fund II S.P. ( “Haitong
|
||
Opportunity Fund II ”)
|
||
28,200 0.04% 0.01% Connected client
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 4
|
||
% of total
|
||
issued share
|
||
capital in the
|
||
Company after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 5 Relationship
|
||
CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”)
|
||
796,250 1.19% 0.24% Connected client
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited ( “China
|
||
AMC HK ”)
|
||
28,200 0.04% 0.01% Connected client
|
||
Notes:
|
||
1. The Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04
|
||
of the Listing Rules and consent under Paragraph 1C(2) of the Placing Guidelines to permit H Shares in the
|
||
International Offering to be placed to certain Existing Minority Shareholders and/or their close associates.
|
||
Please refer to the section headed “Waivers from Strict Compliance with Hong Kong Listing Rules and
|
||
Exemption from Strict Compliance with the Companies (Winding Up and Miscellaneous Provisions)
|
||
Ordinance – Allocation of H Shares to Existing Minority Shareholders and their Close Associates ” of the
|
||
Prospectus for details.
|
||
To the best knowledge, information and belief of the Company after due enquiry, details of the allocations to
|
||
the Existing Minority Shareholder and their close associates holding more than 1% of the issued share capital
|
||
of the Company immediately prior to the completion of the Global Offering have been disclosed in this
|
||
announcement.
|
||
2. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
|
||
number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
|
||
Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
|
||
Results Details – International Offering – Cornerstone Investors ” in this announcement. For details of the
|
||
consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further H
|
||
Shares to the Cornerstone Investors and/or their close associates, please refer to the section headed “Others/
|
||
Additional Information – Allocations of Offer Shares to the Cornerstone Investors and their Close Associates
|
||
with a Consent under Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
|
||
3. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||
for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed
|
||
“Others/Additional Information – Placing to Connected Clients with a Consent under Paragraph 1C(1) of the
|
||
Placing Guidelines ” in this announcement.
|
||
4. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
||
be issued under the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
5. Not taking into account any A Shares held by the relevant investors. The figures are based on assumption that
|
||
the Over-allotment Option is not exercised.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
LOCK-UP UNDERTAKINGS
|
||
Cornerstone Investors
|
||
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
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised) Note 1
|
||
% of total
|
||
issued share
|
||
capital 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 Note 2
|
||
Barings 2,259,500 3.37% 0.67% April 27, 2026
|
||
MSIP 2,259,500 3.37% 0.67% April 27, 2026
|
||
HCEP 2,259,500 3.37% 0.67% April 27, 2026
|
||
Arc Avenue 1,129,750 1.69% 0.34% April 27, 2026
|
||
CloudAlpha Capital 3,389,250 5.06% 1.01% April 27, 2026
|
||
Turing 3,389,250 5.06% 1.01% April 27, 2026
|
||
Cithara Fund 3,389,250 5.06% 1.01% April 27, 2026
|
||
3W Fund 2,259,500 3.37% 0.67% April 27, 2026
|
||
Schonfeld 2,259,500 3.37% 0.67% April 27, 2026
|
||
Infini 1,129,750 1.69% 0.34% April 27, 2026
|
||
Alpine 2,259,500 3.37% 0.67% April 27, 2026
|
||
DAMSIMF 1,129,750 1.69% 0.34% April 27, 2026
|
||
Aqua Ocean 2,259,500 3.37% 0.67% April 27, 2026
|
||
Martis 1,129,750 1.69% 0.34% April 27, 2026
|
||
Taikang Life 1,129,750 1.69% 0.34% April 27, 2026
|
||
ICBC WM 1,129,750 1.69% 0.34% April 27, 2026
|
||
Total 32,762,750 48.89% 9.78%
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
|
||
be issued under the Global Offering.
|
||
2. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on April 27,
|
||
2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares
|
||
subscribed pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
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 fully
|
||
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 fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital
|
||
upon listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 4,518,750 7.49% 6.42% 6.74% 5.86% 4,518,750 6.74% 5.86% 1.35% 1.31%
|
||
Top 5 22,367,250 37.09% 31.79% 33.38% 29.03% 22,367,250 33.38% 29.03% 6.68% 6.48%
|
||
Top 10 40,554,200 67.24% 57.64% 60.52% 52.63% 40,554,200 60.52% 52.63% 12.10% 11.75%
|
||
Top 25 61,737,350 102.37% 87.74% 92.13% 80.11% 61,737,350 92.13% 80.11% 18.43% 17.89%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER 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 fully
|
||
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 fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 4,518,750 7.49% 6.42% 6.74% 5.86% 4,518,750 6.74% 5.86% 1.35% 1.31%
|
||
Top 5 22,367,250 37.09% 31.79% 33.38% 29.03% 22,367,250 33.38% 29.03% 6.68% 6.48%
|
||
Top 10 40,554,200 67.24% 57.64% 60.52% 52.63% 40,554,200 60.52% 52.63% 12.10% 11.75%
|
||
Top 25 61,737,350 102.37% 87.74% 92.13% 80.11% 61,737,350 92.13% 80.11% 18.43% 17.89%
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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 fully
|
||
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 fully
|
||
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 fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 37,876,211 11.31% 10.98%
|
||
Top 5 10,392,800 17.23% 14.77% 15.51% 13.49% 10,392,800 74,951,216 22.37% 21.72%
|
||
Top 10 32,308,000 53.57% 45.92% 48.21% 41.92% 32,308,000 96,866,416 28.91% 28.07%
|
||
Top 25 55,437,150 91.92% 78.79% 82.73% 71.94% 55,437,150 129,867,376 38.76% 37.63%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon
|
||
Listing.
|
||
# Among the top 25 placees, (i) MSIP is an existing Shareholder; (ii) Taikang Life is an existing Shareholder
|
||
and/or its close associate; and (iii) Taikang HK is a close associate of Taikang Life. To the best knowledge,
|
||
information and belief of the Company after due enquiry, details of the allocations to the Existing Minority
|
||
Shareholder and/or their close associates holding more than 1% of the issued share capital of the Company
|
||
immediately prior to the completion of the Global Offering have been disclosed in this announcement. Please
|
||
refer to the section headed “Allotees with Waivers/Consents Obtained – Allotees with waiver from strict
|
||
compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines
|
||
in relation to subscription for H Shares by Existing Minority Shareholder and/or their close associates holding
|
||
more than 1% of the issued share capital of the Company immediately prior to the completion of the Global
|
||
Offering ”.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 206,461 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted of
|
||
the total number of
|
||
H Shares applied for
|
||
50 81,623 4,082 out of 81,623 applicants to receive 50 H Shares 5.00%
|
||
100 25,868 1,965 out of 25,868 applicants to receive 50 H Shares 3.80%
|
||
150 6,720 652 out of 6,720 applicants to receive 50 H Shares 3.23%
|
||
200 6,443 744 out of 6,443 applicants to receive 50 H Shares 2.89%
|
||
250 5,223 690 out of 5,223 applicants to receive 50 H Shares 2.64%
|
||
300 2,942 434 out of 2,942 applicants to receive 50 H Shares 2.46%
|
||
350 1,181 192 out of 1,181 applicants to receive 50 H Shares 2.32%
|
||
400 1,436 252 out of 1,436 applicants to receive 50 H Shares 2.19%
|
||
450 1,010 191 out of 1,010 applicants to receive 50 H Shares 2.10%
|
||
500 5,852 1,174 out of 5,852 applicants to receive 50 H Shares 2.01%
|
||
600 2,284 512 out of 2,284 applicants to receive 50 H Shares 1.87%
|
||
700 7,672 1,886 out of 7,672 applicants to receive 50 H Shares 1.76%
|
||
800 1,283 342 out of 1,283 applicants to receive 50 H Shares 1.67%
|
||
900 896 257 out of 896 applicants to receive 50 H Shares 1.59%
|
||
1,000 7,339 2,237 out of 7,339 applicants to receive 50 H Shares 1.52%
|
||
1,500 4,265 1,660 out of 4,265 applicants to receive 50 H Shares 1.30%
|
||
2,000 4,454 2,062 out of 4,454 applicants to receive 50 H Shares 1.16%
|
||
2,500 2,499 1,324 out of 2,499 applicants to receive 50 H Shares 1.06%
|
||
3,000 2,430 1,437 out of 2,430 applicants to receive 50 H Shares 0.99%
|
||
3,500 1,352 878 out of 1,352 applicants to receive 50 H Shares 0.93%
|
||
4,000 1,509 1,062 out of 1,509 applicants to receive 50 H Shares 0.88%
|
||
4,500 1,247 942 out of 1,247 applicants to receive 50 H Shares 0.84%
|
||
5,000 2,865 2,306 out of 2,865 applicants to receive 50 H Shares 0.80%
|
||
6,000 1,783 1,602 out of 1,783 applicants to receive 50 H Shares 0.75%
|
||
7,000 1,452 1,432 out of 1,452 applicants to receive 50 H Shares 0.70%
|
||
8,000 1,290 50 H Shares plus 89 out of 1,290 applicants to
|
||
receive an additional 50 H Shares
|
||
0.67%
|
||
9,000 952 50 H Shares plus 141 out of 952 applicants to
|
||
receive an additional 50 H Shares
|
||
0.64%
|
||
10,000 5,712 50 H Shares plus 1,270 out of 5,712 applicants to
|
||
receive an additional 50 H Shares
|
||
0.61%
|
||
20,000 3,305 50 H Shares plus 2,833 out of 3,305 applicants to
|
||
receive an additional 50 H Shares
|
||
0.46%
|
||
30,000 2,024 100 H Shares plus 753 out of 2,024 applicants to
|
||
receive an additional 50 H Shares
|
||
0.40%
|
||
40,000 1,224 100 H Shares plus 1,006 out of 1,224 applicants to
|
||
receive an additional 50 H Shares
|
||
0.35%
|
||
50,000 1,147 150 H Shares plus 262 out of 1,147 applicants to
|
||
receive an additional 50 H Shares
|
||
0.32%
|
||
60,000 758 150 H Shares plus 458 out of 758 applicants to
|
||
receive an additional 50 H Shares
|
||
0.30%
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted of
|
||
the total number of
|
||
H Shares applied for
|
||
70,000 1,622 150 H Shares plus 1,548 out of 1,622 applicants to
|
||
receive an additional 50 H Shares
|
||
0.28%
|
||
Total 199,662 Total number of Pool A successful applicants: 48,349
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted of
|
||
the total number of
|
||
H Shares applied for
|
||
80,000 2,288 200 H Shares plus 1,099 out of 2,288 applicants to
|
||
receive an additional 50 H Shares
|
||
0.28%
|
||
90,000 487 200 H Shares plus 448 out of 487 applicants to
|
||
receive an additional 50 H Shares
|
||
0.27%
|
||
100,000 1,747 250 H Shares plus 610 out of 1,747 applicants to
|
||
receive an additional 50 H Shares
|
||
0.27%
|
||
200,000 893 450 H Shares plus 339 out of 893 applicants to
|
||
receive an additional 50 H Shares
|
||
0.23%
|
||
300,000 381 600 H Shares plus 307 out of 381 applicants to
|
||
receive an additional 50 H Shares
|
||
0.21%
|
||
400,000 196 800 H Shares plus 18 out of 196 applicants to
|
||
receive an additional 50 H Shares
|
||
0.20%
|
||
500,000 191 950 H Shares plus 41 out of 191 applicants to
|
||
receive an additional 50 H Shares
|
||
0.19%
|
||
600,000 83 1,100 H Shares plus 18 out of 83 applicants to
|
||
receive an additional 50 H Shares
|
||
0.19%
|
||
700,000 66 1,250 H Shares plus 7 out of 66 applicants to
|
||
receive an additional 50 H Shares
|
||
0.18%
|
||
800,000 65 1,350 H Shares plus 60 out of 65 applicants to
|
||
receive an additional 50 H Shares
|
||
0.17%
|
||
900,000 46 1,500 H Shares plus 30 out of 46 applicants to
|
||
receive an additional 50 H Shares
|
||
0.17%
|
||
1,000,000 191 1,600 H Shares plus 153 out of 191 applicants to
|
||
receive an additional 50 H Shares
|
||
0.16%
|
||
2,000,000 83 2,900 H Shares 0.15%
|
||
3,350,500 82 4,350 H Shares 0.13%
|
||
Total 6,799 Total number of Pool B successful applicants: 6,799
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
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 H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them 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.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocations of Offer Shares to the Cornerstone Investors and their 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 paragraph
|
||
18 of Chapter 4.15 of the Guide to permit Cornerstone Investors and/or their close associates to
|
||
subscribe for further Offer Shares as placees in the International Offering on the conditions as set
|
||
out below:
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under the Size-based Exemption (as
|
||
defined in the Guide) do not exceed 30% of the total number of the H Shares offered under
|
||
the Global Offering;
|
||
(c) each Director (including the chief executive) of the Company confirms that no securities have
|
||
been allocated to them or their respective close associates under the Size-based Exemption;
|
||
(d) the allocation to the Cornerstone Investors and/or their close associates as permitted under
|
||
the Size-based Exemption (as defined in the Guide) will not affect the Company ’s ability to
|
||
satisfy its public float requirement under 19A.13A(2) of the Listing Rules; and
|
||
(e) details of the allocation to Cornerstone Investors and/or their close associates under the
|
||
Size-based Exemption will be disclosed in the allotment results announcement.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to Cornerstone Investors, please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allotees with Waivers/Consents
|
||
Obtained ” in this announcement.
|
||
Placing to Connected Clients with a Consent under Paragraph 1C(1) of the Placing Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines. Details of the placement to connected
|
||
clients are set out below. The Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted, consents under paragraph 1C(1) of the Placing Guidelines to permit
|
||
Connected Clients, namely GTJA Investments, Haitong Opportunity Fund II, CSI and China AM
|
||
HK, to subscribe for Offer Shares as placees in the International Offering on the conditions set out
|
||
below:
|
||
(a) any Offer Shares to be allocated to each of GTJA Investments, Haitong Opportunity Fund II,
|
||
CSI and China AM HK will be held on behalf of independent third parties;
|
||
(b) no preferential treatment has been, nor will be, given to each of GTJA Investments, Haitong
|
||
Opportunity Fund II, CSI and China AM HK by virtue of its relationship with the relevant
|
||
distributor, namely GTJA Securities or CLSA (as the case may be), in any allocation of Offer
|
||
Shares in the International Offering;
|
||
(c) each of GTJA Investments, Haitong Opportunity Fund II, CSI and China AM HK confirms
|
||
that to the best of its knowledge and belief, it has not received and will not receive
|
||
preferential treatment in the allocation of Offer Shares in the Global Offering by virtue of its
|
||
relationship with GTJA Securities or CLSA (as the case may be);
|
||
(d) the Company, the Joint Overall Coordinators and each of GTJA Investments, Haitong
|
||
Opportunity Fund II, CSI and China AM HK has provided the Stock Exchange with written
|
||
confirmations in accordance with Chapter 4.15 of the Guide; and
|
||
(e) details of the allocations will be disclosed in the allotment results announcement.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Details of the placement to a connected client are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Basis of holding
|
||
securities
|
||
Number of
|
||
Offer Shares
|
||
subscribed
|
||
Percentage
|
||
to total
|
||
Offer Shares
|
||
under Global
|
||
Offering
|
||
Percentage
|
||
to total
|
||
issued Shares
|
||
immediately
|
||
upon the
|
||
completion
|
||
of Global
|
||
Offering
|
||
1. Guotai Junan
|
||
Securities
|
||
(Hong Kong)
|
||
Limited ( “GTJA
|
||
Securities ”)
|
||
Guotai Junan
|
||
Investments (Hong
|
||
Kong) Limited ( “GTJA
|
||
Investments ”) (1)
|
||
GTJA Investments
|
||
is a member of the
|
||
same group of GTJA
|
||
Securities
|
||
Non-discretionary 287,450 0.43% 0.09%
|
||
2. Haitong Opportunity
|
||
Fund II S.P. ( “Haitong
|
||
Opportunity Fund
|
||
II”) (2)
|
||
Haitong Opportunity
|
||
Fund II S.P. is
|
||
managed by Haitong
|
||
International Asset
|
||
Management (HK)
|
||
Limited, which is
|
||
a member of the
|
||
same group of GTJA
|
||
Securities
|
||
Discretionary 28,200 0.04% 0.01%
|
||
3. CLSA Limited
|
||
(“CLSA”)
|
||
CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”) (3)
|
||
CSI is a member of the
|
||
same group of CLSA
|
||
Non-discretionary 1,008,400 1.50% 0.30%
|
||
4. China Asset
|
||
Management (Hong
|
||
Kong) Limited ( “China
|
||
AMC HK ”)
|
||
China AMC HK is a
|
||
member of the same
|
||
group of companies as
|
||
CLSA
|
||
Discretionary 28,200 0.04% 0.01%
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Notes:
|
||
(1) GTJA Investments 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
|
||
GTJA Investments 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 Clients ”), respectively. Such GTHT Client TRS is to
|
||
be fully funded by the GTHT Onshore Ultimate Clients. GTJA Investments 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 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 Clients, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS,
|
||
and GTJA Investments will not take part in any economic return or bear any economic loss in relation to the
|
||
price of the Offer Shares. The GTHT Onshore Ultimate Clients may request to redeem the Offer Shares at their
|
||
own discretion, upon which GTJA Investments shall dispose of the Offer Shares and settle the GTHT Back-to-
|
||
back TRS and GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-to-
|
||
back TRS and GTHT Client TRS documents. Due to its internal policy, GTJA Investments 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.
|
||
To the best knowledge of GTJA Investments after making all reasonable enquiries, (i) each of the GTHT
|
||
Onshore Ultimate Clients is an independent third party of GTJA Investments, GTJA Securities and the
|
||
companies which are members of the same group of GTJA Securities; (ii) each of the ultimate beneficial
|
||
owners holding 30% or more interests of GTHT Onshore Ultimate Clients is an independent third party of the
|
||
Company, GTJA Investments, GTJA Securities and the companies which are members of the same group of
|
||
GTJA Securities; and (iii) each of the GTHT Onshore Ultimate Clients and their respective ultimate beneficial
|
||
owners (as set out below) is an independent third party of the Company, the subsidiaries, Single Largest Group
|
||
of Shareholders, substantial shareholders, existing shareholders of the Company (the “Relevant Parties ”), and
|
||
respective subsidiaries and/or respective close associates of the Relevant Parties.
|
||
Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Clients:
|
||
Swap Investor
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
ʮ̡ Tibet Longrising Asset
|
||
Management Co., LTD
|
||
ಀወᆎ UBO with over
|
||
30% interest
|
||
ʮ̡ GuanLan Investment Management
|
||
Co., Ltd
|
||
None
|
||
ʮ̡ Keyway Capital Ꭹ⯀ശ UBO with over
|
||
30% interest
|
||
ʮ̡ Keyway Capital Ըጳ UBO with over
|
||
30% interest
|
||
ʮ̡ Shanghai Hesheng Asset
|
||
Management Co., Ltd
|
||
None
|
||
ʮ̡ Shanghai Tongyi Investment
|
||
Management Co,. Ltd
|
||
None
|
||
ʮ̡ Shanghai Jinde Asset
|
||
Management Ltd.
|
||
None
|
||
ʮ̡ Shenzhen
|
||
Qianhai Hanrong Private Equity Securities Fund Management
|
||
Co., Ltd
|
||
ڥUBO with over
|
||
30% interest
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Swap Investor
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
ʮ̡ SHANGHAI CR ASSET
|
||
MANAGEMENT CO.LTD
|
||
රወཤ UBO with over
|
||
30% interest
|
||
ʮ̡ SHANGHAI CR ASSET
|
||
MANAGEMENT CO.LTD
|
||
ᆙዊ UBO with over
|
||
30% interest
|
||
ʮ̡ Beijing Yian Capital Management
|
||
Co., Ltd
|
||
None
|
||
ʮ̡ Zhejiang Invar Private Fund
|
||
Management Co., Ltd.
|
||
Ⴛә UBO with over
|
||
30% interest
|
||
ʕː (Υྫ ) Shanghai Ruiyi Investment
|
||
Development Center
|
||
เ㒥 UBO with over
|
||
30% interest
|
||
ʮ̡ Ñ Ӹཷ 31 QINGDAO
|
||
ROADSHOW INVESTMENT MANGEMENT CO.,LTD
|
||
׀UBO with over
|
||
30% interest
|
||
ʮ̡ Lingding
|
||
Investment Management Co., Ltd.
|
||
ဤॶฆ UBO with over
|
||
30% interest
|
||
ʮ̡ Shanghai Milestone Asset
|
||
Management Co., Ltd.
|
||
່Ό UBO with over
|
||
30% interest
|
||
To the best knowledge of GTJA Investments and after making all reasonable enquiries, (i) GTJA Investments
|
||
has confirmed that, to the best of their knowledge, each of the GTHT Onshore Ultimate Clients and the ultimate
|
||
beneficial owners holding 30% or more interest of the GTHT Onshore Ultimate Clients listed above is an
|
||
independent third party of GTJA Investments, GTJA Securities and the companies which are members of the
|
||
same group of companies as GTJA Securities, and (ii) GTJA Investments is not a collective investment scheme
|
||
which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of such scheme.
|
||
(2) Haitong Opportunity Fund II S.P. is managed by Haitong International Asset Management (HK) Limited.
|
||
Haitong Opportunity Fund ll S.P., a segregated portfolio of Haitong Global investment SPC lV.
|
||
Haitong Opportunity Fund II S.P. has confirmed that, to the best of their knowledge after making all reasonable
|
||
enquiries, each of its ultimate beneficial owner is an independent third party of Haitong International Asset
|
||
Management (HK) Limited, GTJA Securities and the companies which are members of the same group of
|
||
companies as GTJA Securities. Based on the confirmation provided by Haitong Opportunity Fund II S.P., the
|
||
Joint Overall Coordinators confirm that the Offer Shares to be placed to Haitong Opportunity Fund II S.P. are to
|
||
be held on behalf of independent third parties.
|
||
(3) CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Back-to-back
|
||
TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI Client TRS ”) placed
|
||
and fully funded by its ultimate clients, which are funds (the “CSI Ultimate Client(s) ”), by which CSI will
|
||
pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients. As confirmed
|
||
by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares, but will contractually
|
||
agree to pass on the full economic exposure and return of the Offer Shares to the CSI Ultimate Clients, all
|
||
being independent third parties, on a non-discretionary basis. The CSI Ultimate Clients may exercise their
|
||
early termination rights to terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS
|
||
which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final
|
||
maturity or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will dispose of the Offer Shares
|
||
on the secondary market and the CSI Ultimate Clients will receive a final termination amount of the CSI Back-
|
||
to-back TRS which will have taken into account all the economic returns or economic loss in relation to the
|
||
Offer Shares and the fixed amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS.
|
||
Due to its internal policy, CSI will not exercise the voting right of the Offer Shares during the terms of the CSI
|
||
Back-to-back TRS.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
To the best knowledge, information and belief of CSI after making all reasonable enquiries, (i) each of the
|
||
CSI Ultimate Clients is an independent third party of CSI, CLSA and the companies which are members of the
|
||
same group of CLSA; (ii) each of the ultimate beneficial owners holding 30% or more interest of CSI Ultimate
|
||
Clients (as set out below) is an independent third party of the Company, CSI, CLSA and the companies which
|
||
are members of the same group of CLSA; and (iii) each of the CSI Ultimate Clients and each of their ultimate
|
||
beneficial owners (as set out below) is an independent third party of the Relevant Parties, and the respective
|
||
subsidiaries and/or respective close associates of the Relevant Parties.
|
||
Fund manager Fund(s)
|
||
Ultimate beneficial
|
||
owner(s) who holds
|
||
30% interests or
|
||
more in the fund
|
||
HY Capital Company Limited None Xia Hui, Lu Ang (UBO
|
||
of the corporate)
|
||
(4) China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager managing on behalf
|
||
of its underlying clients, each of which is an independent third party.
|
||
The underlying clients are as follows:
|
||
(i) CHINAAMC CHINA FOCUS FUND – Manulife (International) Limited is the ultimate beneficial owner
|
||
holding more than 30% of interest therein.
|
||
(ii) CHINAAMC SELECT GREATER CHINA TECHNOLOGY FUND – Futu Securities International (Hong
|
||
Kong) Limited-client account is the ultimate beneficial owner holding more than 30% of interest therein.
|
||
(iii) CHINAAMC FUND – CHINAAMC CHINA OPPORTUNITIES FUND – confirmed that no investor
|
||
holds 30% or more interest therein.
|
||
(iv) CHINAAMC CHINA GROWTH FUND (SICAV) – Yuanta Securities (HK) Company LTD is the
|
||
ultimate beneficial owner, holding more than 30% of interest therein.
|
||
(v) HKCINDAM – it is wholly held by China Cinda (HK) Asset Management CO., LTD.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
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) or any other jurisdiction where such distribution is prohibited by law.
|
||
This announcement does not constitute or form a part of any offer to sell or solicitation of an
|
||
offer to buy, to purchase or subscribe for securities nor shall there be any sale of Offer Shares
|
||
in the United States or in any other jurisdictions in which such offer or solicitation would be
|
||
unlawful. The securities mentioned herein have not been, and will not be, registered under the
|
||
United States Securities Actor any state securities law of the United States. The securities may
|
||
not be offered, sold, pledged, or transferred within the United States or to, or for the account
|
||
or benefit of U.S. persons (as defined in Regulation S) except pursuant to an exemption from,
|
||
or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in
|
||
compliance with any applicable state securities laws.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities of the Company. This announcement is not
|
||
a prospectus. Potential investors should read the Prospectus dated Monday, October 20, 2025
|
||
issued by CIG SHANGHAI CO., LTD. (ʮ̡ ) for detailed information
|
||
about the Global Offering described below before deciding whether or not to invest in the H
|
||
Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole
|
||
Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall
|
||
be entitled to terminate their obligations under the Hong Kong Underwriting Agreement
|
||
with immediate effect upon the occurrence of any of the events set out in the section headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
|
||
Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on
|
||
the Listing Date (which is currently expected to be on October 28, 2025).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately upon the completion of the Global Offering (before any exercise of the Over-allotment
|
||
Option), the number of H Shares held in public hands represents approximately 20% of the
|
||
total issued share capital of the Company (excluding treasury Shares), which is higher than the
|
||
prescribed percentage of H Shares required to be held in public hands of 10.00% under Rule
|
||
19A.13A(2)(a) of the Hong Kong Listing Rules.
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--- page 24 ---
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24
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The Directors confirm that, immediately upon the completion of the Global Offering (before any
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exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than 10%
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of the enlarged issued share capital of the Company immediately after the Global Offering; (ii)
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there will not be any new substantial Shareholder immediately after the Global Offering; (iii) the
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three largest public shareholders of the Company do not hold more than 50% of the H shares in
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public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing
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Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance with
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Rule 8.08(2) of the Listing Rules.
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Based on the final Offer Price of HK$68.88 per Offer Share and the total number of Offer Shares
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as subscribed by the Cornerstone Investors of 32,762,750 H Shares, representing approximately
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9.78% of the total issued share capital of our Company (excluding treasury Shares), the free
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float of our Company is 10.22% and with a market value at the time of Listing of approximately
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HK$2.36 billion, which is substantially higher than the 5% threshold and an expected market value
|
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at the time of Listing of not less than HK$50,000,000 under Rule 19A.13C(2). The Company
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satisfies the free float requirement under Rule 19A.13C(2) of the Hong Kong Listing Rules.
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COMMENCEMENT OF DEALINGS
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The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, October
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28, 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 – 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.
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||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
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||
October 28, 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 Tuesday, October 28, 2025 (Hong Kong time). The H
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Shares will be traded in board lots of 50 H Shares each, and the stock code of the H Shares will be
|
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6166.
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By order of the Board
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||
CIG SHANGHAI CO., LTD.
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||
ʮ̡
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Mr. Gerald G Wong
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Chairman, executive Director and general manager
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||
(chief executive officer)
|
||
Hong Kong, October 27, 2025
|
||
As at the date of this announcement, the Board of Directors of the Company comprises: (i) Mr.
|
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Gerald G Wong, Mr. Zhao Haibo, Mr. Zhao Hongwei and Mr. Zhang Jie, as executive Directors; (ii)
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||
Mr. Qin Guisen, Mr. Liu Guisong, and Mr. Yao Minglong as independent non-executive Directors;
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||
and (iii) Ms. Yuen Shuk Yee as proposed independent non-executive Director.
|