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--- page 1 ---
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, and is not intended to, constitute or form
a part of any offer or solicitation to purchase or subscribe for securities in the United States or
in any other jurisdiction. The Offer Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”)
or securities law of any state or other jurisdiction of the United States and may not be offered,
sold, pledged or otherwise transferred within the United States, except in transactions exempt
from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance
with any applicable state securities laws. There will be no public offer of the Offer Shares in the
United States. The Offer Shares are being offered and sold solely outside the United States in
offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable
laws of each jurisdiction where those offers and sales occur.
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 Wednesday, June 18, 2025 (the “Prospectus”) issued
by Zhou Liu Fu Jewellery Co., Ltd. (the “Company”) for detailed information about the Global
Offering described below before deciding whether or not to invest in the H Shares thereby
being offered. The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the
same meanings as those defined in the Prospectus.
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting
Underwriting Arrangements and Expenses Hong Kong Public Offering Grounds for
Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
Date (which is currently expected to be on Thursday, June 26, 2025).
1
--- page 2 ---
Zhou Liu Fu Jewellery Co., Ltd.
ʮ̡
(A joint stock company incorporated in the Peoples Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 53,829,200 H Shares (taking into account
the full exercise of the Offer Size
Adjustment Option and subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 23,404,000 H Shares
(as adjusted after reallocation)
Number of International Offer Shares : 30,425,200 H Shares (taking into account
the full exercise of the Offer Size
Adjustment Option, as adjusted after
reallocation and subject to the
Over-allotment Option)
Offer Price : HK$24.00 per H Share plus brokerage
of 1%, SFC transaction levy
of 0.0027%, AFRC transaction levy
of 0.00015% and Stock Exchange
trading fee of 0.00565%
Nominal value : RMB1.00 per H Share
Stock code : 6168
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Joint Bookrunners and Joint Lead Managers (in alphabetical order)
㕐 㕐
2
--- page 3 ---
Zhou Liu Fu Jewellery Co., Ltd./ʮ̡
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
meanings as those defined in the prospectus dated 18 June 2025 (the “Prospectus”) issued by Zhou Liu
Fu Jewellery Co., Ltd. (the “Company”).
Warning: In view of high concentration of shareholding in a small number of H Shareholders,
H Shareholders and prospective investors should be aware that the price of the H Shares could
move substantially even with a small number of H Shares traded and should exercise extreme
caution when dealing in the H Shares.
SUMMARY
Company information
Stock code 6168
Stock short name ZHOU LIU FU
Dealings commencement date 26 June 2025*
*see note at the end of the announcement
Price Information
Final Offer Price HK$24.000
Offer Shares and Share Capital
Number of Offer Shares 53,829,200
Final Number of Offer Shares in Public Offer 23,404,000
Final Number of offer shares in International Offer 30,425,200
Number of issued shares upon Listing 432,541,728
The number of offer shares above is determined after taking into account the additional shares issued
under the following Offer Size Adjustment Option
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 7,021,200
International Offer 7,021,200
The Offer Size Adjustment Option was exercised in full, pursuant to which the Company is issuing
and allotting 7,021,200 additional Offer Shares, representing approximately 15.00% of the total
number of Offer Shares initially available under the Global Offering, at the final Offer Price.
Over-allocation
No. of Offer Shares over-allocated 8,074,300
International Offer 8,074,300
Such over-allocation may be covered by exercising the Over-allotment Option or by making
purchases in the secondary market at prices that do not exceed the Offer Price or through deferred
delivery or a combination of these means. In the event the Over-allotment Option is exercised, an
announcement will be made on the Stock Exchanges website.
Proceeds
Gross proceeds (Note) HK$1,291.9 million
Less: Estimated listing expenses payable based on Final Offer Price HK$99.2 million
Net proceeds HK$1,192.7 million
Note: Gross proceeds refers to the amount to which the issuer is entitled receive assuming that the Over-allotment
option is not exercised. For details of the use of proceeds, please refer to the Prospectus dated 18 June 2025.
3
--- page 4 ---
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
No. of valid applications 126,409
No. of successful applications 39,532
Subscription level 711.11 times
Claw-back triggered Yes
No. of Offer Shares initially available under the Public Offer 4,680,800
No. of Offer Shares reallocated from the International Offer (claw-back) 18,723,200
Final no. of Offer Shares under the Public Offer (after exercise of Offer
Size Adjustment Option and/or reallocation, if any) 23,404,000
% of Offer Shares under the Public Offer to the Global Offering 43.48%
Note: For details of the final allocation of shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment
to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list
of allottees.
INTERNATIONAL OFFER
No. of placees 129
Subscription Level 13.55 times
No. of Offer Shares initially available under the International Offer 42,127,200
No. of Offer Shares reallocated to the Public Offer (claw-back) 18,723,200
Final no. of Offer Shares under the International Offer (after exercise of
Offer Size Adjustment Option and/or reallocation, if any) 30,425,200
% of Offer Shares under the International Offer to the Global Offering 56.52%
The Directors confirm that, to the best of their knowledge, information and belief, save for (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 Appendix F1 to the
Listing Rules (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, (i) none of the Offer Shares subscribed by the placees and the public have been
financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive
of the Company, controlling shareholders, substantial shareholders, existing shareholders of the
Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
and the public who have purchased the Offer Shares are accustomed to taking instructions from
the Company, any of the Directors, Supervisors, chief executive of the Company, controlling
shareholders, substantial shareholders, existing shareholders of the Company or any of its
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
4
--- page 5 ---
The placees in the International offer include the following:
Cornerstone Investors
Investor
No. of Offer
Shares
allocated
% of Offer
Shares Note 1
% of total
issued share
capital after
the Global
Offering Note 1
Existing
shareholders
or their close
associates
Yongcheng No. 2 Hong
Kong Limited/࠰
ʮ̡
4,583,300 8.51% 1.06% YesNote 2
Jump Trading Pacific Pte.
Ltd.
3,270,300 Note 3 6.08% 0.76% No
Shenzhen Luohu
Investment Holding Co.,
Ltd./ٰ
ʮ̡
9,004,800 16.73% 2.08% No
Pimlico Family Office
Limited/Ϟ
ʮ̡
1,962,200 Note 3 3.65% 0.45% No
Seraphim Advantage Inc. 1,635,100 Note 3 3.04% 0.38% No
CICC Financial Trading
Limited (in connection with
Dreamee Yongxin OTC
Swaps)/CICC Financial
Trading Limited(͑
ఙ̮દಂϞᗫ)
1,352,700 2.51% 0.31% No
Lingbao Gold International
Company Limited/ᜳᘒර
ʮ̡
1,250,000 2.32% 0.29% No
GF Fund Management Co.,
Ltd./ʮ
̡
833,300 Note 3 1.55% 0.19% No
Total 23,891,700 44.38% 5.52%
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
Over-allotment Option.
(2) For details of 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, 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 cornerstone investors in the International Offering. For allocations of Offer Shares to the
relevant investors as placees, please refer to the section headed “Allotment Results Details International
Offering Allotees with waiver/consents obtained” in this announcement.
5
--- page 6 ---
Allotees with waiver/consents obtained
Investor
No. of Offer
Shares
allocated
Approximate
% of Offer
Shares Note 1
Approximate
% of total
issued share
capital after
the Global
Offering Note 1 Relationship
Allotees with consent under paragraph 17 of Chapter 4.15 of the Guide in relation to allocations of
Offer Shares to certain Cornerstone Investors and/or their close associates Note 2
Jump Trading Pacific Pte.
Ltd.
833,600 1.55% 0.19% A Cornerstone
Investor Note 3
Pimlico Family Office
Limited/Ϟ
ʮ̡
625,000 1.16% 0.14% A Cornerstone
Investor Note 3
Seraphim Advantage Inc. 333,000 0.62% 0.08% A Cornerstone
Investor Note 3
GF Fund Management Co.,
Ltd./ʮ
̡
729,000 1.35% 0.17% A Cornerstone
Investor Note 3
GF International
Investment Management
Limited
96,800 0.18% 0.02% A close
associate
of GF Fund
Management
Co., Ltd., a
Cornerstone
Investor
GF Global Capital Limited 208,000 0.39% 0.05% A close
associate
of GF Fund
Management
Co., Ltd., a
Cornerstone
Investor
GF Securities Asset
Management (Guangdong)
Co., Ltd.
416,000 0.77% 0.10% A close
associate
of GF Fund
Management
Co., Ltd., a
Cornerstone
Investor
Allotees with 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 in relation to Placing to a close associate of
Minority Existing Shareholder as Cornerstone Investor Note 2
6
--- page 7 ---
Investor
No. of Offer
Shares
allocated
Approximate
% of Offer
Shares Note 1
Approximate
% of total
issued share
capital after
the Global
Offering Note 1 Relationship
Yongcheng No. 2 Hong
Kong Limited/࠰
ʮ̡
4,583,300 8.51% 1.06% A close
associate
of Hainan
Yongcheng No.
15 Investment
Partnership
(Limited
Partnership),
an existing
Shareholder.
A Cornerstone
Investor
Allotees with consent under paragraph 5(1) of Appendix F1 to the Listing Rules in relation to subscription
of shares by connected clients Note 2
CICC Financial Trading
Limited (in connection with
Dreamee Yongxin OTC
Swaps)/CICC Financial
Trading Limited(͑
ఙ̮દಂϞᗫ)
1,352,700 2.51% 0.31% Connected
client
China Asset Management
(Hong Kong) Limited
163,500 0.30% 0.04% Connected
client
CITIC Securities
International Capital
Management Limited
85,000 0.16% 0.02% Connected
client
Notes:
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
Over-allotment Option.
(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
--- page 8 ---
LOCK-UP UNDERTAKINGS
Controlling Shareholders
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 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)/͑
ͼ໮ҳ༟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
Dreamee 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 Companys 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 Companys 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