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.
1314 lines
42 KiB
Plaintext
1314 lines
42 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
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“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
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responsibility for the contents of this announcement, make no representation as to its accuracy
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or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into
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the United States (including its territories and possessions, any state of the United States and the
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District of Columbia). This announcement does not, and is not intended to, constitute or form
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a part of any offer or solicitation to purchase or subscribe for securities in the United States or
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in any other jurisdiction. The Offer Shares have not been and will not be registered under the
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United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”)
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or securities law of any state or other jurisdiction of the United States and may not be offered,
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sold, pledged or otherwise transferred within the United States, except in transactions exempt
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from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance
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with any applicable state securities laws. There will be no public offer of the Offer Shares in the
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United States. The Offer Shares are being offered and sold solely outside the United States in
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offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable
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laws of each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer
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to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
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investors should read the prospectus dated Wednesday, June 18, 2025 (the “Prospectus”) issued
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by Zhou Liu Fu Jewellery Co., Ltd. (the “Company”) for detailed information about the Global
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Offering described below before deciding whether or not to invest in the H Shares thereby
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being offered. The Company has not been and will not be registered under the U.S. Investment
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Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the
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same meanings as those defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
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Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
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to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
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effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting
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– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
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Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
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Date (which is currently expected to be on Thursday, June 26, 2025).
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– 1 –
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--- page 2 ---
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Zhou Liu Fu Jewellery 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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: 53,829,200 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 23,404,000 H Shares
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(as adjusted after reallocation)
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Number of International Offer Shares : 30,425,200 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option, as adjusted after
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reallocation and subject to the
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Over-allotment Option)
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Offer Price : HK$24.00 per H Share plus brokerage
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of 1%, SFC transaction levy
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of 0.0027%, AFRC transaction levy
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of 0.00015% and Stock Exchange
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trading fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 6168
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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㕐 㕐
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– 2 –
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--- page 3 ---
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Zhou Liu Fu Jewellery Co., Ltd./ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated 18 June 2025 (the “Prospectus”) issued by Zhou Liu
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Fu Jewellery Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H Shareholders,
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H Shareholders and prospective investors should be aware that the price of the H Shares could
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move substantially even with a small number of H Shares traded and should exercise extreme
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caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 6168
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Stock short name ZHOU LIU FU
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Dealings commencement date 26 June 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$24.000
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Offer Shares and Share Capital
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Number of Offer Shares 53,829,200
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Final Number of Offer Shares in Public Offer 23,404,000
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Final Number of offer shares in International Offer 30,425,200
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Number of issued shares upon Listing 432,541,728
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The number of offer shares above is determined after taking into account the additional shares issued
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under the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 7,021,200
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– International Offer 7,021,200
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The Offer Size Adjustment Option was exercised in full, pursuant to which the Company is issuing
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and allotting 7,021,200 additional Offer Shares, representing approximately 15.00% of the total
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number of Offer Shares initially available under the Global Offering, at the final Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 8,074,300
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– International Offer 8,074,300
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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 deferred
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delivery or a combination of these means. In the event the Over-allotment Option is exercised, an
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announcement will be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$1,291.9 million
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Less: Estimated listing expenses payable based on Final Offer Price HK$99.2 million
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Net proceeds HK$1,192.7 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive assuming that the Over-allotment
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option is not exercised. For details of the use of proceeds, please refer to the Prospectus dated 18 June 2025.
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– 3 –
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 126,409
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No. of successful applications 39,532
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Subscription level 711.11 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 4,680,800
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No. of Offer Shares reallocated from the International Offer (claw-back) 18,723,200
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Final no. of Offer Shares under the Public Offer (after exercise of Offer
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Size Adjustment Option and/or reallocation, if any) 23,404,000
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% of Offer Shares under the Public Offer to the Global Offering 43.48%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment
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to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list
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of allottees.
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INTERNATIONAL OFFER
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No. of placees 129
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Subscription Level 13.55 times
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No. of Offer Shares initially available under the International Offer 42,127,200
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No. of Offer Shares reallocated to the Public Offer (claw-back) 18,723,200
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Final no. of Offer Shares under the International Offer (after exercise of
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Offer Size Adjustment Option and/or reallocation, if any) 30,425,200
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% of Offer Shares under the International Offer to the Global Offering 56.52%
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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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consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants to permit
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the Company to allocate certain Offer Shares in the International Offering to close associate of
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certain Cornerstone Investors and/or their close associates; (b) a waiver from strict compliance
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with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2) of Appendix F1 to the
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Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company
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to allocate certain Offer Shares in the International Offering to a close associate of minority
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existing Shareholder as cornerstone investor and (c) a consent under paragraph 5(1) of the Placing
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Guidelines to permit the Company to allocate certain Offer Shares in the International Offering to
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connected clients, (i) none of the Offer Shares subscribed by the placees and the public have been
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financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive
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of the Company, controlling shareholders, substantial shareholders, existing shareholders of the
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Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
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and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, Supervisors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of its
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subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
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other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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– 4 –
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--- page 5 ---
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The placees in the International offer include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares Note 1
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% of total
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issued share
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capital after
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the Global
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Offering Note 1
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Existing
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shareholders
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or their close
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associates
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Yongcheng No. 2 Hong
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Kong Limited/࠰
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ʮ̡
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4,583,300 8.51% 1.06% YesNote 2
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Jump Trading Pacific Pte.
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Ltd.
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3,270,300 Note 3 6.08% 0.76% No
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Shenzhen Luohu
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Investment Holding Co.,
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Ltd./ٰ
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ʮ̡
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9,004,800 16.73% 2.08% No
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Pimlico Family Office
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Limited/Ϟ
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ʮ̡
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1,962,200 Note 3 3.65% 0.45% No
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Seraphim Advantage Inc. 1,635,100 Note 3 3.04% 0.38% No
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CICC Financial Trading
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Limited (in connection with
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Dream’ee Yongxin OTC
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Swaps)/CICC Financial
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Trading Limited(͑
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ఙ̮દಂϞᗫ)
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1,352,700 2.51% 0.31% No
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Lingbao Gold International
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Company Limited/ᜳᘒර
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ʮ̡
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1,250,000 2.32% 0.29% No
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GF Fund Management Co.,
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Ltd./ʮ
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̡
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833,300 Note 3 1.55% 0.19% No
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Total 23,891,700 44.38% 5.52%
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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(2) For details of a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 5(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
|
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certain Offer Shares in the International Offering to a close associate of minority existing Shareholder as
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cornerstone investor, please refer to the section headed “Other Information” in this announcement.
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(3) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to the
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relevant investors as placees, please refer to the section headed “Allotment Results Details –International
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Offering – Allotees with waiver/consents obtained” in this announcement.
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– 5 –
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--- page 6 ---
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Allotees with waiver/consents obtained
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Investor
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No. of Offer
|
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Shares
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allocated
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Approximate
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% of Offer
|
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Shares Note 1
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Approximate
|
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% of total
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issued share
|
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capital after
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the Global
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Offering Note 1 Relationship
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Allotees with consent under paragraph 17 of Chapter 4.15 of the Guide in relation to allocations of
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Offer Shares to certain Cornerstone Investors and/or their close associates Note 2
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Jump Trading Pacific Pte.
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Ltd.
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833,600 1.55% 0.19% A Cornerstone
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Investor Note 3
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Pimlico Family Office
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Limited/Ϟ
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ʮ̡
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625,000 1.16% 0.14% A Cornerstone
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Investor Note 3
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Seraphim Advantage Inc. 333,000 0.62% 0.08% A Cornerstone
|
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Investor Note 3
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GF Fund Management Co.,
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Ltd./ʮ
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̡
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729,000 1.35% 0.17% A Cornerstone
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Investor Note 3
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GF International
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Investment Management
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Limited
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96,800 0.18% 0.02% A close
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associate
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of GF Fund
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||
Management
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Co., Ltd., a
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Cornerstone
|
||
Investor
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GF Global Capital Limited 208,000 0.39% 0.05% A close
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associate
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of GF Fund
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Management
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Co., Ltd., a
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Cornerstone
|
||
Investor
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GF Securities Asset
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Management (Guangdong)
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Co., Ltd.
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416,000 0.77% 0.10% A close
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associate
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of GF Fund
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Management
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Co., Ltd., a
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Cornerstone
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Investor
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Allotees with waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
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under paragraph 5(2) of Appendix F1 to the Listing Rules in relation to Placing to a close associate of
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Minority Existing Shareholder as Cornerstone Investor Note 2
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– 6 –
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--- page 7 ---
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Investor
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No. of Offer
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Shares
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allocated
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Approximate
|
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% of Offer
|
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Shares Note 1
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Approximate
|
||
% of total
|
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issued share
|
||
capital after
|
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the Global
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Offering Note 1 Relationship
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Yongcheng No. 2 Hong
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Kong Limited/࠰
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ʮ̡
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4,583,300 8.51% 1.06% A close
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associate
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of Hainan
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Yongcheng No.
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15 Investment
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Partnership
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(Limited
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Partnership),
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an existing
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Shareholder.
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A Cornerstone
|
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Investor
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Allotees with consent under paragraph 5(1) of Appendix F1 to the Listing Rules in relation to subscription
|
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of shares by connected clients Note 2
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CICC Financial Trading
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Limited (in connection with
|
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Dream’ee Yongxin OTC
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Swaps)/CICC Financial
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Trading Limited(͑
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ఙ̮દಂϞᗫ)
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1,352,700 2.51% 0.31% Connected
|
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client
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China Asset Management
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(Hong Kong) Limited
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163,500 0.30% 0.04% Connected
|
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client
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CITIC Securities
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International Capital
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Management Limited
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85,000 0.16% 0.02% Connected
|
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client
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||
Notes:
|
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
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Over-allotment Option.
|
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(2) For details of (a) a consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants to
|
||
permit the Company to allocate certain Offer Shares in the International Offering to close associate of certain
|
||
Cornerstone Investors and/or their close associates; (b) a waiver from strict compliance with Rule 10.04 of the
|
||
Listing Rules and a consent under paragraph 5(2) of the Placing Guidelines granted by the Stock Exchange
|
||
to permit the Company to allocate certain Offer Shares in the International Offering to a close associate of
|
||
minority existing Shareholder as cornerstone investor and (c) a consent under paragraph 5(1) of the Placing
|
||
Guidelines to permit the Company to allocate certain Offer Shares in the International Offering to connected
|
||
clients, please refer to the section headed “Other Information” in this announcement.
|
||
(3) The number of Offer Shares allocated to such investors 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.
|
||
– 7 –
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|
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|
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--- page 8 ---
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LOCK-UP UNDERTAKINGS
|
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Controlling Shareholders
|
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Name
|
||
Number of
|
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shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% 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
|
||
Shenzhen Ruoshui
|
||
United Investment
|
||
Co., Ltd./˥
|
||
ʮ̡
|
||
138,677,353 70,725,500 26.63% 32.06% 25 June 2026
|
||
Shenzhen
|
||
Shangshan United
|
||
Investment Co.,
|
||
Ltd./ଉέɪഛᑌΥ
|
||
ʮ̡
|
||
104,008,014 53,044,100 19.97% 24.05% 25 June 2026
|
||
Shenzhen Qiankun
|
||
United Investment
|
||
Co., Ltd./ଉέ৻տ
|
||
ʮ̡
|
||
102,151,978 54,140,600 20.38% 23.62% 25 June 2026 1
|
||
Gongqingcheng
|
||
Chuangming
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership)/۬ڡ
|
||
ҳ༟ΥྫΆุ
|
||
(Υྫ)
|
||
10,009,537 10,009,537 3.77% 2.31% 25 June 2026 1
|
||
Subtotal 354,846,882 187,919,737 70.75% 82.04%
|
||
The expiry date of the lock-up period shown in the table above in respect of the H Shares is
|
||
pursuant to the PRC Company Law. The lock-up requirement under the PRC Company Law
|
||
is longer than the lock-up period required of controlling shareholders under Rule 10.07 of the
|
||
Listing Rules.
|
||
– 8 –
|
||
|
||
|
||
--- page 9 ---
|
||
Pre-IPO Investors (as defined in the “History and Corporate Structure” section of the
|
||
Prospectus)
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% 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
|
||
Shenzhen
|
||
Xianglong
|
||
Chuangmei
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership)/ଉέ
|
||
Άุ၍
|
||
ଣΥྫΆุ(ࠢ
|
||
Υྫ)
|
||
7,164,832 7,164,832 2.70% 1.66% 25 June 2026
|
||
Hainan Yongcheng
|
||
No. 15 Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership)/͑
|
||
ͼҳ༟Υྫ
|
||
Άุ(Υྫ)
|
||
2,558,868 2,558,868 0.96% 0.59% 25 June 2026
|
||
Di Ai (Shenzhen)
|
||
Jewelry Co., Ltd./
|
||
ፍฌ(ଉέ)मᘒϞ
|
||
ʮ̡
|
||
1,791,208 1,791,208 0.67% 0.41% 25 June 2026
|
||
Gongqingcheng
|
||
Mingyang
|
||
Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership)/۬ڡ
|
||
ජҳ༟ΥྫΆุ
|
||
(Υྫ)
|
||
1,317,654 1,317,654 0.50% 0.30% 25 June 2026
|
||
Shenzhen Zhengfu
|
||
Investment Co.,
|
||
Ltd./ଉέ̹͍၅ҳ
|
||
ʮ̡
|
||
1,023,547 1,023,547 0.39% 0.24% 25 June 2026
|
||
Subtotal 13,856,109 13,856,109 5.22% 3.20%
|
||
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
– 9 –
|
||
|
||
|
||
--- page 10 ---
|
||
Existing Shareholders (other than the Pre-IPO Investors as defined in the “History,
|
||
Development and Corporate Structure” section of the Prospectus)
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% 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
|
||
Gongqingcheng
|
||
Shaobo Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership)/۬ڡ
|
||
ˇЬҳ༟ΥྫΆุ
|
||
(Υྫ)
|
||
5,445,188 5,445,188 2.05% 1.26% 25 June 2026
|
||
Gongqingcheng
|
||
Meiyu Investment
|
||
Partnership
|
||
(Limited
|
||
Partnership)/۬ڡ
|
||
༃ҳ༟ΥྫΆุ
|
||
(Υྫ)
|
||
4,564,349 4,564,349 1.72% 1.06% 25 June 2026
|
||
Subtotal 10,009,537 10,009,537 3.77% 2.31%
|
||
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
– 10 –
|
||
|
||
|
||
--- page 11 ---
|
||
Cornerstone Investors
|
||
NameNote 1
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% 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 Note 2
|
||
Yongcheng No.
|
||
2 Hong Kong
|
||
Limited/͑༐൩
|
||
ʮ̡
|
||
4,583,300 4,583,300 1.73% 1.06% 25 December 2025
|
||
Jump Trading
|
||
Pacific Pte. Ltd.
|
||
3,270,300 3,270,300 1.23% 0.76% 25 December 2025
|
||
Shenzhen Luohu
|
||
Investment Holding
|
||
Co., Ltd./ଉέ̹ᖯ
|
||
ࠢ
|
||
ʮ̡
|
||
9,004,800 9,004,800 3.39% 2.08% 25 December 2025
|
||
Pimlico Family
|
||
Office Limited/௱
|
||
Ϟ
|
||
ʮ̡
|
||
1,962,200 1,962,200 0.74% 0.45% 25 December 2025
|
||
Seraphim
|
||
Advantage Inc.
|
||
1,635,100 1,635,100 0.62% 0.38% 25 December 2025
|
||
CICC Financial
|
||
Trading Limited
|
||
(in connection with
|
||
Dream’ee Yongxin
|
||
OTC Swaps)/CICC
|
||
Financial Trading
|
||
Limited(͑
|
||
ఙ̮દಂϞᗫ)
|
||
1,352,700 1,352,700 0.51% 0.31% 25 December 2025
|
||
Lingbao Gold
|
||
International
|
||
Company Limited/
|
||
ყϞ
|
||
ʮ̡
|
||
1,250,000 1,250,000 0.47% 0.29% 25 December 2025
|
||
GF Fund
|
||
Management Co.,
|
||
Ltd./၍ଣ
|
||
ʮ̡
|
||
833,300 833,300 0.31% 0.19% 25 December 2025
|
||
Subtotal 23,891,700 23,891,700 8.99% 5.52%
|
||
Notes:
|
||
(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors”
|
||
in the Prospectus.
|
||
(2) In accordance with the relevant Listing Rule/guidance materials, the required lock-up ends on 25 December
|
||
2025.
|
||
– 11 –
|
||
|
||
|
||
--- page 12 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 9,004,800 29.60% 23.39% 16.73% 14.55% 9,004,800 2.08% 2.04%
|
||
Top 5 22,562,300 74.16% 58.60% 41.91% 36.45% 25,121,168 5.81% 5.70%
|
||
Top 10 30,886,100 101.51% 80.22% 57.38% 49.89% 33,444,968 7.73% 7.59%
|
||
Top 25 36,165,800 118.87% 93.94% 67.19% 58.42% 38,724,668 8.95% 8.79%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
– 12 –
|
||
|
||
|
||
--- page 13 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 – 0.00% 0.00% 0.00% 0.00% 193,364,925 72.80% 70.65% 360,292,070
|
||
Top 5 13,588,100 44.66% 35.29% 25.24% 21.95% 221,241,074 83.29% 80.84% 388,168,219
|
||
Top 10 26,617,400 87.48% 69.14% 49.45% 43.00% 234,270,374 88.20% 85.60% 401,197,519
|
||
Top 25 34,825,200 114.46% 90.46% 64.70% 56.26% 246,610,583 92.85% 90.11% 413,537,728
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 – 0.00% 0.00% 0.00% 0.00% 193,364,925 360,292,070 83.30% 81.77%
|
||
Top 5 13,588,100 44.66% 35.29% 25.24% 21.95% 221,241,074 388,168,219 89.74% 88.10%
|
||
Top 10 26,617,400 87.48% 69.14% 49.45% 43.00% 234,270,374 401,197,519 92.75% 91.05%
|
||
Top 25 34,825,200 114.46% 90.46% 64.70% 56.26% 246,610,583 413,537,728 95.61% 93.85%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
– 13 –
|
||
|
||
|
||
--- page 14 ---
|
||
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
|
||
POOL A
|
||
100 29,034 237 out of 29,034 to receive 100 Shares 0.82%
|
||
200 6,077 98 out of 6,077 to receive 100 Shares 0.81%
|
||
300 9,428 229 out of 9,428 to receive 100 Shares 0.81%
|
||
400 3,505 113 out of 3,505 to receive 100 Shares 0.81%
|
||
500 4,370 177 out of 4,370 to receive 100 Shares 0.81%
|
||
600 1,732 84 out of 1,732 to receive 100 Shares 0.81%
|
||
700 1,343 76 out of 1,343 to receive 100 Shares 0.81%
|
||
800 1,801 117 out of 1,801 to receive 100 Shares 0.81%
|
||
900 1,103 80 out of 1,103 to receive 100 Shares 0.81%
|
||
1,000 10,373 839 out of 10,373 to receive 100 Shares 0.81%
|
||
1,500 3,684 447 out of 3,684 to receive 100 Shares 0.81%
|
||
2,000 5,350 865 out of 5,350 to receive 100 Shares 0.81%
|
||
2,500 1,598 323 out of 1,598 to receive 100 Shares 0.81%
|
||
3,000 2,208 536 out of 2,208 to receive 100 Shares 0.81%
|
||
3,500 1,376 390 out of 1,376 to receive 100 Shares 0.81%
|
||
4,000 2,780 899 out of 2,780 to receive 100 Shares 0.81%
|
||
4,500 1,319 480 out of 1,319 to receive 100 Shares 0.81%
|
||
5,000 2,790 1,128 out of 2,790 to receive 100 Shares 0.81%
|
||
6,000 1,721 835 out of 1,721 to receive 100 Shares 0.81%
|
||
7,000 1,366 773 out of 1,366 to receive 100 Shares 0.81%
|
||
8,000 1,715 1,110 out of 1,715 to receive 100 Shares 0.81%
|
||
9,000 1,058 770 out of 1,058 to receive 100 Shares 0.81%
|
||
10,000 9,168 7,416 out of 9,168 to receive 100 Shares 0.81%
|
||
20,000 4,993 100 Shares plus 3,084 out of 4,993 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
30,000 2,461 200 Shares plus 1,050 out of 2,461 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
40,000 1,693 300 Shares plus 399 out of 1,693 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
– 14 –
|
||
|
||
|
||
--- page 15 ---
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
50,000 1,484 400 Shares plus 66 out of 1,484 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
60,000 795 400 Shares plus 678 out of 795 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
70,000 610 500 Shares plus 404 out of 610 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
80,000 606 600 Shares plus 285 out of 606 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
90,000 489 700 Shares plus 137 out of 489 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
100,000 2,810 800 Shares plus 249 out of 2,810 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
200,000 2,222 1,600 Shares plus 395 out of 2,222 to
|
||
receive additional 100 Shares
|
||
0.81%
|
||
|
||
123,062 Total number of Pool A successful
|
||
applicants: 36,185
|
||
– 15 –
|
||
|
||
|
||
--- page 16 ---
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
300,000 1,805 1,800 Shares plus 1,182 out of 1,805 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
400,000 460 2,400 Shares plus 402 out of 460 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
500,000 297 3,100 Shares plus 27 out of 297 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
600,000 134 3,700 Shares plus 42 out of 134 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
700,000 65 4,300 Shares plus 34 out of 65 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
800,000 64 4,900 Shares plus 48 out of 64 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
900,000 66 5,500 Shares plus 64 out of 66 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
1,000,000 148 6,200 Shares plus 27 out of 148 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
1,500,000 116 9,300 Shares plus 32 out of 116 to
|
||
receive additional 100 Shares
|
||
0.62%
|
||
2,340,400 192 14,500 Shares plus 102 out of 192
|
||
to receive additional 100 Shares
|
||
0.62%
|
||
|
||
3,347 Total number of Pool B successful
|
||
applicants: 3,347
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect
|
||
of which consent has been obtained, the Company has complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the issuer, its controlling shareholder(s), directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for each
|
||
share (or, where applicable, each unit of other equity securities or interests (which include equity
|
||
securities, interests in a REIT, stapled securities and securities of an investment company (as
|
||
defined in rule 21.01)) of the issuer subscribed for or purchased by them is the same as the final
|
||
offer price determined by the issuer, in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
– 16 –
|
||
|
||
|
||
--- page 17 ---
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option and reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed 100 times or more, the reallocation
|
||
as described in the section headed “Structure of the Global Offering – The Hong Kong Public
|
||
Offering – Reallocation” of the Prospectus has been applied.
|
||
The Offer Size Adjustment Option has been fully exercised by the Sponsor-Overall Coordinators,
|
||
pursuant to which the Company is issuing and allotting 7,021,200 additional Offer Shares,
|
||
representing approximately 15% of the total number of Offer Shares initially available under
|
||
the Global Offering, at the Offer Price. All of the additional Offer Shares that would be allotted
|
||
and issued by the Company pursuant to the full exercise of the Offer Size Adjustment Option
|
||
will be allocated to the International Offering. Accordingly, the total number of Offer Shares
|
||
finally available under the Global Offering (taking into account the full exercise of the Offer
|
||
Size Adjustment Option and before any exercise of the Over-allotment Option) that would be
|
||
allotted and issued by the Company is 53,829,200 Offer Shares and the total issued share capital
|
||
of the Company upon Listing (taking into account the full exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option) will be 432,541,728 Shares.
|
||
As a result of the above, the final number of Offer Shares under the Hong Kong Public Offering
|
||
is adjusted to 23,404,000 Shares, representing approximately 43.48% of the total number of
|
||
Offer Shares available under the Global Offering (assuming the Over-allotment Option is not
|
||
exercised), and the final number of Offer Shares under the International Offering is adjusted
|
||
to 30,425,200 Shares, representing approximately 56.52% of the total number of Offer Shares
|
||
under the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
– 17 –
|
||
|
||
|
||
--- page 18 ---
|
||
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates
|
||
with a consent under paragraph 17 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
17 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate
|
||
further Offer Shares in the International Offering to certain Cornerstone Investors and/or their
|
||
close associates as placees, subject to the following conditions:
|
||
(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 as permitted
|
||
under the Size-based Exemption (as defined in the Guide) do not exceed 30% of the total
|
||
number of the Shares offered under the Global Offering;
|
||
(c) each Director, chief executive, Controlling Shareholders and Supervisors of the Company
|
||
confirms that no Offer Shares have been allocated to them or their respective close associates
|
||
under the Size-based Exemption;
|
||
(d) the allocation to certain Cornerstone Investors and/or their close associates will not affect
|
||
the Company’s ability to satisfy the public float requirement as specified in the waiver from
|
||
strict compliance with Rule 8.08(1)(d) of the Listing Rules granted by the Stock Exchange;
|
||
and
|
||
(e) details of the allocation to the Cornerstone Investors and/or their close associates under
|
||
the Size-based Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to certain Cornerstone Investors and/or their close
|
||
associates, please refer to the section headed “Allotment Results Details – International Offering
|
||
– Allotees with Waivers/Consents Obtained” in this announcement.
|
||
– 18 –
|
||
|
||
|
||
--- page 19 ---
|
||
Placing to a close associate of Minority Existing Shareholder as Cornerstone Investor with
|
||
a waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 5(2) of Appendix F1 to the Listing Rules
|
||
As disclosed in the Prospectus, the Company has applied to the Stock Exchange, and the Stock
|
||
Exchange has granted, a waiver from the strict compliance with Rule 10.04 of the Listing Rules
|
||
and a consent under paragraph 5(2) of Appendix F1 to the Listing Rules to permit the Company to
|
||
allocate such Offer Shares in the International Offering to Yongcheng No. 2 Hong Kong Limited
|
||
(ʮ̡), a close associate of Yongcheng No. 15, an existing Shareholder (the
|
||
“Minority Existing Shareholder”), as a cornerstone investor. The allocation of Offer Shares to
|
||
such close associate of the existing Shareholder is in compliance with all the conditions under
|
||
the waiver/consent granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to a close associate of the Minority Existing
|
||
Shareholder, please refer to the section headed “Allotment Results Details – International Offering
|
||
– Allotees with Waivers/Consents Obtained” in this announcement.
|
||
Placing to connected clients with a prior consent under paragraph 5(1) of Appendix F1 to
|
||
the Listing Rules
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 5(1) of Appendix F1 to the Listing Rules to permit the Company to allocate
|
||
certain Offer Shares in the International Offering to connected clients. The allocation of Offer
|
||
Shares to such connected client is in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
– 19 –
|
||
|
||
|
||
--- page 20 ---
|
||
Details of the placement to the connected clients are set out below.
|
||
No. Connected client
|
||
Connected
|
||
distributor
|
||
Relationship
|
||
with the
|
||
connected
|
||
distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number of
|
||
Offer Shares
|
||
Ultimate beneficial owner of the
|
||
Offer Shares allocated to the
|
||
connected client
|
||
Percentage
|
||
of the Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option are
|
||
not
|
||
exercised)
|
||
Percentage of
|
||
the issued Shares
|
||
of the Company
|
||
immediately upon
|
||
completion of the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment
|
||
Option are
|
||
not exercised)
|
||
1. China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AM”)
|
||
CITIC
|
||
Securities
|
||
Brokerage
|
||
(HK)
|
||
Limited (the
|
||
“Connected
|
||
Distributor”)
|
||
China AM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
the Connected
|
||
Distributor
|
||
Discretionary
|
||
basis on behalf
|
||
of independent
|
||
third parties
|
||
163,500 China AM will subscribe for and
|
||
hold the Offer Shares as a placee
|
||
under the International Offering
|
||
in accounts in its capacity as
|
||
the discretionary fund manager
|
||
managing assets on behalf of its
|
||
underlying clients. To the best
|
||
knowledge of China AM after due
|
||
enquiry, each of the underlying
|
||
clients of China AM HK is an
|
||
independent third party of China
|
||
AM, the Connected Distributor
|
||
and the companies which are
|
||
members of the same group of
|
||
companies as China AM and the
|
||
Connected Distributor
|
||
0.30% 0.04%
|
||
– 20 –
|
||
|
||
|
||
--- page 21 ---
|
||
No. Connected client
|
||
Connected
|
||
distributor
|
||
Relationship
|
||
with the
|
||
connected
|
||
distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number of
|
||
Offer Shares
|
||
Ultimate beneficial owner of the
|
||
Offer Shares allocated to the
|
||
connected client
|
||
Percentage
|
||
of the Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option are
|
||
not
|
||
exercised)
|
||
Percentage of
|
||
the issued Shares
|
||
of the Company
|
||
immediately upon
|
||
completion of the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment
|
||
Option are
|
||
not exercised)
|
||
2. CITIC Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited (“CSI”)
|
||
CITIC
|
||
Securities
|
||
Brokerage
|
||
(HK)
|
||
Limited (the
|
||
“Connected
|
||
Distributor”)
|
||
CSI is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
the Connected
|
||
Distributor
|
||
Non-
|
||
discretionary
|
||
basis on behalf
|
||
of independent
|
||
third parties
|
||
85,000 CSI has entered into total-return-
|
||
swaps with swap investors
|
||
(“Swap Investors”) whereby
|
||
the economic exposures of the
|
||
allocated shares will be passed to
|
||
the Swap Investors.
|
||
The Swap Investors are listed
|
||
below:
|
||
ʮ̡
|
||
(a China onshore investment fund,
|
||
with no ultimate beneficial owner
|
||
holding 30% or more interest
|
||
therein); ҳ༟၍ଣʕ
|
||
ː(Υྫ) (a China onshore
|
||
investment fund, whose ultimate
|
||
beneficial owners holding 30%
|
||
or more interest therein are ᇹఫ
|
||
വ and ௱); and ɪऎӯᘄ༟
|
||
ପ၍ଣʕː(Υྫ) (a China
|
||
onshore investment fund, whose
|
||
ultimate beneficial owner holding
|
||
30% or more interest therein is
|
||
҂༐ി).
|
||
0.16% 0.02%
|
||
– 21 –
|
||
|
||
|
||
--- page 22 ---
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||
(the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”)
|
||
take no responsibility for the contents of this announcement, make no representation as to
|
||
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
|
||
howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||
announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or
|
||
into the United States (including its territories and possessions, any state of the United States
|
||
and the District of Columbia). This announcement does not constitute or form a part of any
|
||
offer or solicitation to purchase or subscribe for securities in the United States. The securities
|
||
mentioned herein have not been, and will not be, registered under the United States Securities
|
||
Act of 1933, as amended (the “U.S. Securities Act”). The securities may not be offered or
|
||
sold in the United States except pursuant to an exemption from the registration requirements
|
||
of the U.S. Securities Act and in compliance with any applicable state securities laws, or
|
||
outside the United States unless in compliance with Regulation S under the U.S. Securities
|
||
Act. There will be no public offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions
|
||
in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated 18 June 2025 issued by Zhou Liu Fu
|
||
Jewellery Co., Ltd. for detailed information about the Global Offering described below before
|
||
deciding whether or not to invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
|
||
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
|
||
occurrence of any of the events set out in the paragraph headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting
|
||
Agreement – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m.
|
||
(Hong Kong time) on the Listing Date (which is currently expected to be on 26 June 2025).
|
||
– 22 –
|
||
|
||
|
||
--- page 23 ---
|
||
PUBLIC FLOAT
|
||
Immediately after the completion of the Global Offering, 72,249,658 H Shares, representing
|
||
approximately 16.70% of the issued share capital of our Company (before any exercise of the
|
||
over-allotment option) will count towards the public float, satisfying the minimum percentage
|
||
specified in the waiver from strict compliance with Rule 8.08(1)(d) of the Listing Rules granted
|
||
by the Stock Exchange.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) the
|
||
Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule
|
||
8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not hold more than
|
||
50% of the Shares held in public hands at the time of Listing, in compliance with Rule 8.08(3)
|
||
of the Listing Rules; (iii) no placee will, individually, be placed more than 10% of the enlarged
|
||
issued share capital of the Company immediately after the Global Offering; and (iv) there will
|
||
not be any new substantial Shareholder (as defined in the Listing Rules) of the Company.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Thursday, June 26, 2025, 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 Underwriting Agreement – Grounds for termination” in the Prospectus
|
||
has not been exercised. Investors who trade H Shares prior to the receipt of Share certificates or
|
||
the Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Thursday, June 26, 2025, it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Thursday, June 26, 2025. The H Shares will be traded
|
||
in board lots of 100 H Shares each. The stock code of the H Shares is 6168.
|
||
By order of the Board
|
||
Zhou Liu Fu Jewellery Co., Ltd.
|
||
ʮ̡
|
||
Mr. LI Weizhu
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, June 25, 2025
|
||
As of the date of this announcement, the Directors and proposed directors of the Company are:
|
||
Mr. LI Weizhu, Mr. LI Weipeng, Mr. XIE Mingyu and Mr. ZHONG Xipeng as executive directors,
|
||
Ms. ZHONG Yingqin as non-executive director, and Mr. LAU Kwok Fan, Ms. YANG Lan and
|
||
Mr. GUO Qiuquan as proposed independent non-executive directors.
|
||
– 23 –
|