eae427d85b
Request: - Provide a way to install or develop a PDF extraction tool for archived HK IPO documents. Changes: - Add requirements.txt with pypdf as the lightweight PDF text extraction dependency. - Add scripts/extract_pdf_text.py to extract text from PDF source_refs into repo-relative data/extracted_text files. - Add extracted text outputs and an extracted_text_manifest snapshot for the six archived HKEXnews PDFs. - Document the extraction workflow in README.md. - Ignore .venv and keep generated SQLite/Python transient files out of git. - Use extracted text to verify the 06106 full prospectus, update source_refs, remove the related data gap, and fill 06106 offering terms. Verification: - Installed python3.14-venv system support, created a local .venv, and installed requirements.txt. - Re-ran scripts/bootstrap_historical_data.py and scripts/extract_pdf_text.py. - Verified extracted text paths and hashes against data/snapshots/extracted_text_manifest.csv. - Verified SQLite integrity and snapshot row counts. - Ran git diff --cached --check and searched durable files for machine-specific absolute paths.
834 lines
34 KiB
Plaintext
834 lines
34 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
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(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited
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(“HKSCC ”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or complet eness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
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the contents of this announcement.
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This announcement is not for relea se, publication, distribution, directly or indirectly, in or
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into the United States (including its territo ries and possessions, any state of the United
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States and the District of Columbia). This an nouncement does not constitute or form a part
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of any offer or solicitation to purchase or subscr ibe for securities in the United States or in
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any other jurisdictions. The securities ment ioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the
|
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“U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United
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States. The securities may not be offered, sold , pledged or otherwise transferred within the
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United States except pursuant to an exemption from the registration requirements of the
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U.S. Securities Act and in compliance with any applicable state securities laws, or outside
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the United States unless in compliance wit h Regulation S under the U.S. Securities Act.
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There will be no public offer of securities in the United States.
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This announcement is for information purposes only and does not consti tute an invitation or
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offer to acquire, purchase or subscribe for securities. This announcement is not a
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prospectus. Potential investors shoul d read the prospectus dated June 5, 2026(the
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“Prospectus ”) issued by Liuliumei Co., Ltd. (
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溜溜梅股份有限公司)( t h e“ Company ”)
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for detailed information about the Global Offering described b elow before deciding whether
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or not to invest in the H Shares thereby being offered. Any investment decision in relation to
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the Offer Shares should be taken solely in relianc e on the information in the Prospectus. The
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Company has not been and will not be register ed under the U.S. Investment Company Act of
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1940, as amended.
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Unless otherwise defined in th is announcement, capitalized ter ms used herein shall have the
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same meanings as those defined in the Prospectus.
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No stabilizing manager will be appointed, and it is anticipated that no stabilization
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activities will be carried out in relation to the Global Offering.
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Potential investors of the Offer Shares should n ote that the Overall Coordinators (for
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themselves and on behalf of the Hong Kong Unde rwriters) shall be entitled to terminate
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their obligations under the H ong Kong Underwriting Agreement with immediate effect upon
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the occurrence of any of the events set out in the section 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
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Listing Date (which is currently expected to be on Monday, June 15, 2026).
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–1–
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--- page 2 ---
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Liuliumei Co., Ltd.
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溜溜 梅 股 份 有 限 公 司
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(A joint stock company incorporated in the Peopl e’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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: 11,464,100 H Shares
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Number of Hong Kong Offer Shares : 1,146,500 H Shares
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Number of International Offer Shares : 10,317,600 H Shares
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Offer Price : HK$43.58 per H Share plus brokerage of
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1.0%, SFC transaction levy of
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0.0027%, Stock Exchange trading fee of
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0.00565% and AFRC transaction levy
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of 0.00015%
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Nominal value : RMB1.00 per H Share
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Stock Code : 6658
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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⳪暲@:9)
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–2–
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--- page 3 ---
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LIULIUMEI CO., LTD./ 溜溜梅股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalise d terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated June 5, 2026 (the “ Prospectus ”)
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issued by Liuliumei Co., Ltd. ( 溜溜梅股份有限公司)( t h e“ Company ”).
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Warning: In view of high concentratio n of shareholding in a small number of
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Shareholders, Shareholders and prospect ive investors should be aware that the price of
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the H Shares could move substantially even with a small number of the H Shares traded
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and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 6658
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Stock short name LIULIUMEI
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Dealings commencement date June 15, 2026*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$43.58
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Offer Shares and Share Capital
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Number of Offer Shares 11,464,100
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Final Number of Offer Shares in Hong Kong Public Offering 1,146,500
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Final Number of Offer Shares in International Offering 10,317,600
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Number of issued Shares upon Listing 78,811,208
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Over-allocation
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No. of Offer Shares over-allocated 0
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Note: There has been no over-allocation of Offer Shares in the International Placing. Therefore, the
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Over-allotment Option will not be exercised.
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Proceeds
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Gross proceeds Note HK$499.6 million
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Less: Estimated listing expenses payable based on the Offer Price HK$59.5 million
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Net proceeds HK$440.1 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the
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Prospectus.
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–3–
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 180,507
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No. of successful applications 11,465
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Subscription level 6,586.73 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong
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Kong Public Offering
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1,146,500
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Final no. of Offer Shares under the Hong Kong Public
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Offering
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1,146,500
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% of Offer Shares under the Hong Kong Public
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Offering to the Global Offering
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10%
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Note: For details of the final allocation of H Shares t o the Hong Kong Public Offering, investors can
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refer to www.eipo.com.hk/eIPOAllotment to p erform a search by identification number or
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www.eipo.com.hk/eIPOAllotmen t for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 64
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Subscription level 2.64 times
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No. of Offer Shares initially available under the
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International Offering
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10,317,600
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Final no. of Offer Shares under the International
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Offering
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10,317,600
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% of Offer Shares under the International Offering to
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the Global Offering
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90%
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The Directors confirm that, to the best of thei r knowledge, information and belief, save for
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(a) a waiver under Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of
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Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by the Stock
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Exchange to permit H Shares in the Inter national Offering to be placed to Fanchang
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Revitalization , a close associate of Huaan Fund and Xingnong Fund (collectively, the
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“Existing Shareholders ”), as a Cornerstone Investor; and (b) a consent under paragraph
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1C(1) of the Placing Guidelines and Chapter 4 .15 of the Guide for New Listing Applicants
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to permit the Company to allocate certain Off er Shares in the Inter national Offering to
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connected clients, (i) none of the Offer Shares subscribed by the placees and the public have
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been financed directly or indi rectly by the Company, any of the Directors, chief executive of
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the Company, Controlling Sharehol ders, substantial Shareholders , existing Shareholders of
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the Company or any of its subsidiaries or thei r respective close asso ciates; and (ii) none of
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the placees and the public who have purchased th e Offer Shares are accustomed to taking
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instructions from the Company, any of the Dir ectors, chief executive of the Company,
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Controlling Shareholders, su bstantial Shareholders, exis ting Shareholders of the Company
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or any of its subsidiaries or their respective clo se associates in relation to the acquisition,
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disposal, voting or other disposition of the H Shares registered in his/her/its name or
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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 O ffering 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 allocated
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Approximate %
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of the Offer
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Shares
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Approximate %
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of total issued
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share capital
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after the Global
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||
Offering
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Existing
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Shareholders or
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their close
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associates Note 2
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Fanchang Revitalization Note 1 1,610,000 14.04% 2.04% Yes Note 2
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Top New 1,777,100 15.50% 2.26% No
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Total 3,387,100 29.55% 4.30%
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Notes:
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||
1. The Offer Shares subscribed for by Fanchang Revit alization as a Cornerston e Investor are subject to
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lock-up restrictions as indicated below. For det ails, please refer to the section headed “Lock-up
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Undertakings — Cornerstone Investors” in this announcement.
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2. As disclosed in the section headed “Waivers from Strict Compliance with the Listing Rules” in the
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Prospectus, solely for the purpose of the Global Of fering, Fanchang Revitalization is considered to be
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a close associate of the Existing Shareholders (i.e., Wuhu Huaan Zhanxin Equity Investment Fund
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Partnership (Limited Partnership)* (
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蕪湖華安戰新股權投資基金合夥企業(有限合夥) (“Huaan
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Fund ”) and Wuhu Fanchang District Xingnong Industrial Investment Fund Co., Ltd.* ( 蕪湖市繁昌區
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興農產業投資基金有限公司)( “ Xingnong Fund ”)), which in aggregate hold less than 5% voting rights
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of the Company. For details of the prior waiver under Rule 10.04 of the Listing Rules and consent
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under paragraph 1C(2) of the Placing Guidelines in relation to subscription of H Shares by a close
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associate of an existing Shareholder as a Cornerstone Investor, please refer to the section headed
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“Others/Additional Information — Allocation of Offer Shares to a close associate of Existing
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Shareholders as a cornerstone investor” in this announcement.
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–5–
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--- page 6 ---
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Allottees with Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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%o ft h eO f f e r
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Shares
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%o ft o t a l
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issued share
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capital after the
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Global Offering Relationship
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation t o allocations to connected clients Note 1
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CSI Capital Management
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Limited (“ CSICM ”)
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520,000 4.54% 0.66% Connected
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client as a
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||
placee
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CITIC Securities Asset
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Management Company
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Limited (“ CITICS AM ”)
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20,000 0.17% 0.03% Connected
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client as a
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||
placee
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Note:
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||
1. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
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Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the
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sections headed “Others/Additional Information — Placing to connected clie nts with a consent under
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paragraph 1C(1) of the Placing Guidelines” in this announcement.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name Note 1
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Number and
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description of
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Shares held in
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||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
%o ft o t a l
|
||
issued H Shares
|
||
after the Global
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||
Offering subject
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to lock-up
|
||
undertakings
|
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Note 2
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%o f
|
||
shareholding in
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the Company
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subject to
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lock-up
|
||
undertakings
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Last day
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subject to the
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lock-up
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||
undertakings
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Note 3
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Mr. Yang 59,108,359
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HS h a r e s
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75.00% 75.00% June 14, 2027
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Ms. Li 59,108,359
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HS h a r e s
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75.00% 75.00% June 14, 2027
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Jurun Investment 24,600,000
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HS h a r e s
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31.21% 31.21% June 14, 2027
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Kaixuan Star 3,600,000
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HS h a r e s
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4.57% 4.57% June 14, 2027
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Kailai Star 2,400,000
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HS h a r e s
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3.05% 3.05% June 14, 2027
|
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–6–
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--- page 7 ---
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Name Note 1
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Number and
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description of
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Shares held in
|
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the Company
|
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subject to
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lock-up
|
||
undertakings
|
||
upon Listing
|
||
%o ft o t a l
|
||
issued H Shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
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Note 2
|
||
%o f
|
||
shareholding in
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the Company
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subject to
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lock-up
|
||
undertakings
|
||
Last day
|
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subject to the
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||
lock-up
|
||
undertakings
|
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Note 3
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||
Notes:
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1. For illustrative purposes only, th is subsection lists only those membe rs of the Controlling Shareholders
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who hold Shares directly in the Company. Pursuant to Rule 10.07 of the Listing Rules, each
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Controlling Shareholder (namely, Mr. Yang, Ms. Li , Jurun Investment, Kaixuan Star, Kailai Star and
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Liuliu Star) has undertaken to the Stock Exchange and the Company that, except pursuant to the
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Global Offering, it/he/she will not, and shall procure that the relevant registered holder(s) will not,
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without the prior written consent of the Stock E xchange or unless otherwise permitted under the
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Listing Rules, at any time in the period commencin g on the date by reference to which disclosure of
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its/his shareholding is made in the Prospectus and ending on the date which is six months from the
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Listing Date (the “ First Six Month Period ”), either directly or indirect ly, dispose of, nor enter into
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any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in
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respect of, any of the securities of the Company in respect of which it/he is shown by the Prospectus
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to be the beneficial owner; or, during the period of six months immediately following the expiry of
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such six-month period(the “ Second Six Month Period ”), directly or indirectly dispose of, nor enter
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into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in
|
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respect of, any such securities if, immediately following such disposal or upon the exercise or
|
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enforcement of any such options, rights, intere sts or encumbrances, it/he would cease to be a
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Controlling Shareholder of the Company (or would t ogether with other Controlling Shareholders cease
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to be Controlling Shareholders of the Company). For further details, please refer to the section
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headed “Underwriting — Lock Up Arrangement — Undertakings to the Stock Exchange pursuant to
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the Listing Rules — (B) Undertakings by Each of Ou r Controlling Shareholders” in the Prospectus.
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2. Upon completion of the Global Offering, 67,347, 108 Unlisted Shares are converted into H Shares on a
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one-for-one basis.
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3. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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In accordance with the relevant Listing Rule, the r equired lock-up for First Six Month Period ends on
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December 14, 2026 and the Second Six Month Period ends on June 14, 2027.
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–7–
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--- page 8 ---
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Cornerstone Investors
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Name
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||
Number and
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description of
|
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Shares held in
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the Company
|
||
subject to
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lock-up
|
||
undertakings
|
||
upon Listing
|
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% of total Offer
|
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Shares after the
|
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Global Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
%o f
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
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Fanchang Revitalization 1,610,000
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HS h a r e s
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14.04% 2.04% March 14, 2027
|
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Top New 1,777,100
|
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HS h a r e s
|
||
15.50% 2.26% March 14, 2027
|
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Note:
|
||
1. In accordance with the relevant cornerstone inves tment agreements, the required lock-up periods will
|
||
end on March 14, 2027. The Cornerstone Investors will cease to be prohibited from disposing of or
|
||
transferring the H Shares subscribed for pursuant t o the relevant cornerstone investment agreements
|
||
after the indicated date.
|
||
Pre-IPO Investors
|
||
Name
|
||
Number and
|
||
description of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
%o ft o t a l
|
||
issued H Shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
Note 1
|
||
%o f
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 2
|
||
Shenzhen Junrong 3,715,170 H
|
||
Shares
|
||
4.71% 4.71% June 14, 2027
|
||
Nuoxiang Dongchen 1,361,977 H
|
||
Shares
|
||
1.73% 1.73% June 14, 2027
|
||
Huaan Fund 1,210,646 H
|
||
Shares
|
||
1.54% 1.54% June 14, 2027
|
||
Xingnong Fund 1,059,315 H
|
||
Shares
|
||
1.34% 1.34% June 14, 2027
|
||
Nuoxiang Jinhong 891,641 H
|
||
Shares
|
||
1.13% 1.13% June 14, 2027
|
||
Notes:
|
||
1. Upon completion of the Global Offering, 67,347, 108 Unlisted Shares are converted into H Shares on a
|
||
one-for-one basis.
|
||
2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
–8–
|
||
|
||
|
||
--- page 9 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees *
|
||
Number of
|
||
HS h a r e s
|
||
allotted
|
||
Allotment as
|
||
%o ft h e
|
||
International
|
||
Offering
|
||
Allotment as
|
||
%o ft o t a l
|
||
Offer Shares
|
||
Number of
|
||
HS h a r e s
|
||
held upon
|
||
Listing
|
||
%o ft o t a l
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 1,777,100 17.22% 15.50% 1,777,100 2.25%
|
||
Top 5 5,495,700 53.27% 47.94% 7,765,661 9.85%
|
||
Top 10 7,284,200 70.60% 63.54% 9,554,161 12.12%
|
||
Top 25 9,421,100 91.31% 82.18% 11,691,061 14.83%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders *
|
||
Number of
|
||
HS h a r e s
|
||
allotted
|
||
Allotment as
|
||
%o ft h e
|
||
International
|
||
Offering
|
||
Allotment as
|
||
%o ft o t a l
|
||
Offer Shares
|
||
Number of
|
||
HS h a r e s
|
||
held upon
|
||
Listing
|
||
%o ft o t a l
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 — — — 59,108,359 75.00%
|
||
Top 5 3,387,100 32.83% 29.55% 69,842,567 88.62%
|
||
Top 10 6,015,700 58.31% 52.47% 73,362,808 93.09%
|
||
Top 25 9,146,100 88.65% 79.78% 76,493,208 97.06%
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the Shareholders upon Listing.
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders *
|
||
Number of
|
||
HS h a r e s
|
||
allotted
|
||
Allotment as
|
||
%o ft h e
|
||
International
|
||
Offering
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
%o ft o t a l
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 — — — 59,108,359 59,108,359 75.00%
|
||
Top 5 3,387,100 32.83% 29.55% 69,842,567 69,842,567 88.62%
|
||
Top 10 6,015,700 58.31% 52.47% 73,362,808 73,362,808 93.09%
|
||
Top 25 9,146,100 88.65% 79.78% 76,493,208 76,493,208 97.06%
|
||
Notes:
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
–9–
|
||
|
||
|
||
--- page 10 ---
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of t he conditions set out in the Prospectus, valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS O F ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 32,294 485 out of 32,294 to receive 100 Shares 1.50%
|
||
200 29,943 454 out of 29,943 to receive 100 Shares 0.76%
|
||
300 5,619 86 out of 5,619 to receive 100 Shares 0.51%
|
||
400 5,393 84 out of 5,393 to receive 100 Shares 0.39%
|
||
500 4,675 73 out of 4,675 to receive 100 Shares 0.31%
|
||
600 2,275 36 out of 2,275 to receive 100 Shares 0.26%
|
||
700 2,004 32 out of 2,004 to receive 100 Shares 0.23%
|
||
800 1,612 26 out of 1,612 to receive 100 Shares 0.20%
|
||
900 1,655 27 out of 1,655 to receive 100 Shares 0.18%
|
||
1,000 11,045 182 out of 11,045 to receive 100 Shares 0.16%
|
||
1,500 3,375 58 out of 3,375 to receive 100 Shares 0.11%
|
||
2,000 6,216 113 out of 6,216 to receive 100 Shares 0.09%
|
||
2,500 2,711 51 out of 2,711 to receive 100 Shares 0.08%
|
||
3,000 2,091 41 out of 2,091 to receive 100 Shares 0.07%
|
||
3,500 1,575 32 out of 1,575 to receive 100 Shares 0.06%
|
||
4,000 1,582 34 out of 1,582 to receive 100 Shares 0.05%
|
||
4,500 1,977 44 out of 1,977 to receive 100 Shares 0.05%
|
||
5,000 2,397 55 out of 2,397 to receive 100 Shares 0.05%
|
||
6,000 1,896 47 out of 1,896 to receive 100 Shares 0.04%
|
||
7,000 1,654 43 out of 1,654 to receive 100 Shares 0.04%
|
||
8,000 1,475 41 out of 1,475 to receive 100 Shares 0.03%
|
||
9,000 1,517 45 out of 1,517 to receive 100 Shares 0.03%
|
||
10,000 7,970 248 out of 7,970 to receive 100 Shares 0.03%
|
||
20,000 5,494 261 out of 5,494 to receive 100 Shares 0.02%
|
||
30,000 3,206 205 out of 3,206 to receive 100 Shares 0.02%
|
||
40,000 2,498 200 out of 2,498 to receive 100 Shares 0.02%
|
||
50,000 2,560 247 out of 2,560 to receive 100 Shares 0.02%
|
||
60,000 1,750 197 out of 1,750 to receive 100 Shares 0.02%
|
||
70,000 1,877 242 out of 1,877 to receive 100 Shares 0.02%
|
||
80,000 1,481 215 out of 1,481 to receive 100 Shares 0.02%
|
||
90,000 1,296 210 out of 1,296 to receive 100 Shares 0.02%
|
||
100,000 9,089 1,619 out of 9,089 to receive 100 Shares 0.02%
|
||
Total 162,202 Total number of Pool A successful applicants: 5,733
|
||
–1 0–
|
||
|
||
|
||
--- page 11 ---
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS O F ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
150,000 6,257 1,388 out of 6,257 to receive 100 Shares 0.01%
|
||
200,000 2,683 676 out of 2,683 to receive 100 Shares 0.01%
|
||
250,000 1,665 470 out of 1,665 to receive 100 Shares 0.01%
|
||
300,000 1,136 355 out of 1,136 to receive 100 Shares 0.01%
|
||
350,000 885 303 out of 885 to receive 100 Shares 0.01%
|
||
400,000 697 260 out of 697 to receive 100 Shares 0.01%
|
||
450,000 1,319 532 out of 1,319 to receive 100 Shares 0.01%
|
||
573,200 3,663 1,748 out of 3,663 to receive 100 Shares 0.01%
|
||
Total 18,305 Total number of Pool B successful applicants: 5,732
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules in respect of which waiver and
|
||
consent has been obtained, the Company ha s complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the H Shares.
|
||
The Directors confirm that, to the best of the ir knowledge, the consideration paid by the
|
||
placees or the public (as the case may be) di rectly or indirectly for each Offer Share
|
||
subscribed for or purchased by them is the sam e as the final Offer Price in addition to any
|
||
brokerage, AFRC transaction levy, SFC trans action levy and Stock Exchange trading fee
|
||
payable.
|
||
–1 1–
|
||
|
||
|
||
--- page 12 ---
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of Offer Shares to a close associat e of Existing Shareholders as a cornerstone
|
||
investor
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has
|
||
granted to the Company, a cons ent under paragraph 1C(2) of Appendix F1 to the Listing
|
||
Rules to allow Fanchang Revitalization, being a close associate of the Existing
|
||
Shareholders, to participate in the Global Offering as a cornerstone investor. Please
|
||
r e f e rt ot h es e c t i o nh e a d e d“ W a i v e r sF r o mStrict Compliance with the Listing Rules —
|
||
Consent under paragraph 1C(2) of Appendi x F1 to the Listing Rules in respect of
|
||
subscription of Offer Shares by a close as sociate of an existing shareholder as a
|
||
cornerstone investor” in the Prospectus for details.
|
||
Such allocations of Offer Shares are in co mpliance with all the conditions under the
|
||
consent granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares t o Fanchang Revitalization, please refer to
|
||
the section headed “Allotment Results Det ails — International Offering — Cornerstone
|
||
Investors” in this announcement.
|
||
Placing to connected clients with a consent und er paragraph 1C(1) of the Placing Guidelines
|
||
Under the International Offering, certain O ffer Shares were placed to connected clients
|
||
of their connected distributors pursuant to th e Placing Guidelines as placees. Please refer
|
||
to the section headed “Allotment Results De tails — International Offering — Allottees
|
||
with Consents Obtained” in this announcemen t for details. The Company has applied to
|
||
the Stock Exchange for, and the Stock Exch ange has granted, consents under paragraph
|
||
1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in
|
||
the International Offering to the connected cl ients as placees. The allocations of Offer
|
||
Shares to such connected clients are in compliance with all the conditions under the
|
||
consent granted by the Stock Exchange. Deta ils of the placement to connected clients as
|
||
placees are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
connected client is a
|
||
collective investment
|
||
scheme which is not
|
||
authorized by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Whether the
|
||
Connected Client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a
|
||
non-discretionary basis
|
||
or discretionary basis
|
||
for independent third
|
||
parties
|
||
Number of Offer
|
||
Shares to be
|
||
a l l o c a t e dt ot h e
|
||
Connected Client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer
|
||
Shares under the
|
||
Global Offering
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
immediately
|
||
following
|
||
completion of the
|
||
Global Offering
|
||
1. CLSA Limited
|
||
(CLSA)
|
||
CSI Capital Management
|
||
Limited (“ CSICM ”)
|
||
(Note 1)
|
||
CSI Capital is a member of
|
||
the same group of
|
||
companies as CLSA
|
||
Limited
|
||
N N 520,000 4.54% 0.66%
|
||
2. CLSA Limited
|
||
(CLSA)
|
||
CITIC Securities Asset
|
||
Management Company
|
||
Limited ( CITICS AM )
|
||
(Note 2)
|
||
CITICS AM is a member
|
||
of the same group of
|
||
companies as CLSA
|
||
Limited
|
||
Y Y 20,000 0.17% 0.03%
|
||
–1 2–
|
||
|
||
|
||
--- page 13 ---
|
||
Notes:
|
||
1. CSICM and CITIC Securities Company Limited will enter into a series of cross border OTC swap
|
||
transactions (the “ OTC Swaps ”) with the investment managers, who act for and on behalf of certain
|
||
ultimate clients (collectively, the “ CSICM Ultimate Clients ”), pursuant to which CSICM will hold the
|
||
O f f e rS h a r e st ob es u b s c r i b e df o ra n do nb e h a l fof the investment managers on a nondiscretionary
|
||
basis to hedge the OTC Swaps while the economic risk s and returns of the underlying Offer Shares are
|
||
passed to the CSICM Ultimate Clients, subject to c ustomary fees and commissions. CSICM will not
|
||
take part in any economic returns or bear any econ omic losses in relation t o the Offer Shares. The
|
||
OTC Swaps will be fully funded by the CSICM Ultima te Clients. Each of the investment managers
|
||
and their ultimate beneficial owner is independent from each of the Company, its subsidiaries and
|
||
substantial shareholders. The CSICM Ultimate C lients for purpose of this placee subscription
|
||
include: 睿元進取一號私募證券投資基金 (“Ruiyuan Fund ”) and 睿景金瑞6號私募證券投資基金,
|
||
(“Ruijing Fund ”), which are managed by Shenzhen Qianh ai Ruijing Kaiyuan Capital Management
|
||
Co., Ltd. ( 深圳前海睿景開元基金管理有限公司)( “ Shenzhen Qianhai ”). No ultimate beneficial owner
|
||
holds 30% or more interest in Ruiyuan Fund. Th e ultimate beneficial owner holds 30% or more
|
||
interest in Ruijing Fund is Liao Chang ( 廖暢). Cai Zhiguo ( 蔡志國) and Zhang Lili ( 張麗麗)e a c h
|
||
holds 30% or more interest in Shenzhen Qianhai.
|
||
2. CITICS AM is a member of the same group of companies as CLSA. CITICS AM will hold the Offer
|
||
Shares in its capacity as the discretionary fund manager managing the funds on behalf of their
|
||
investors (the “ CITICS AM Ultimate Clients ”), each of which is, to the best knowledge of CITICS
|
||
AM, (i) an independent third party of the Company, its subsidiaries, its substantial shareholders,
|
||
CITICS AM, CLSA and the companies which are members of the same group of companies as CLSA;
|
||
and (ii) a collective investment scheme which is not authorized by the SFC. No ultimate beneficial
|
||
owner holds 30% or more interest in the funds.
|
||
The details of the CITICS AM Ultimate Clients are as follow.
|
||
No. Fund Name
|
||
Fund
|
||
Manager
|
||
UBO of
|
||
Fund Manager
|
||
Limited Partner/
|
||
Shareholding
|
||
holding 30% or
|
||
more in the
|
||
CITICS AM
|
||
Ultimate Clients
|
||
1. CITIC SECURITIES COMPANY
|
||
LIMITED-XINHANG ZHIYUAN
|
||
NO.1 ( 中信證券信航致遠1號集合資產
|
||
管理計劃)
|
||
CITICS AM CITIC Securities
|
||
Company Limited
|
||
N/A
|
||
2. CITIC SECURITIES COMPANY
|
||
LIMITED-XINHANG ZHIYUAN
|
||
NO.3 ( 中信證券信航致遠3號集合資產
|
||
管理計劃)
|
||
CITICS AM CITIC Securities
|
||
Company Limited
|
||
N/A
|
||
To the best of knowledge of CITICS AM and a fter making all reasonable enquiries,
|
||
CITICS AM Ultimate Client, together with eac h of their ultimate beneficial owners, is an
|
||
independent third party of the Company, its s ubsidiaries, its substantial shareholders,
|
||
CITICS AM, CLSA and the companies which are members of the same group of CLSA.
|
||
–1 3–
|
||
|
||
|
||
--- page 14 ---
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Li mited, The Stock Exchange of Hong Kong
|
||
Limited and Hong Kong Securities Clearing Company Limited take no responsibility for
|
||
the contents of this announcement, make no representation as to its accuracy or
|
||
completeness and expressly disclaim any liability whatsoever for any loss howsoever
|
||
arising from or in reliance upon the whole or any part of the contents of this
|
||
announcement.
|
||
This announcement is not for release, publication o r distribution, direct ly or indirectly, in
|
||
or into the United States (including its terr itories and possessions, any state of the United
|
||
States and the District of Columbia or any oth er jurisdiction where such distribution is
|
||
prohibited by laws). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for secu rities in the United States or in any other
|
||
jurisdictions. The securities mentioned her ein have not been, and will not be, registered
|
||
under the United States Securities Act o f 1933 as amended from time to time (the “ U.S.
|
||
Securities Act ”) or securities law of any state or oth er jurisdiction of the United States.
|
||
The securities may not be offered, sold, pledge d or otherwise transferred within the United
|
||
States except pursuant to an exemption from t he registration requirements of the U.S.
|
||
Securities Act and in compliance with any appl icable state securities laws. The Offer
|
||
Shares are being offered and sold solely outsi de 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 subscrib e for securities. This announcement is not a
|
||
prospectus. Potential investors should r ead the Prospectus dat ed June 5, 2026 issued by
|
||
Liuliumei Co., Ltd. (
|
||
溜溜梅股份有限公司) for detailed information about the Global
|
||
Offering described below before deciding whether or not to invest in the Offer Shares
|
||
thereby being offered.
|
||
* 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 oblig ations under the Hong Kong Underwriting
|
||
Agreement with immediate effect upon the occurrence of any of the events set out in
|
||
the section headed “Underwriting — Und erwriting 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 June 15, 2026).
|
||
–1 4–
|
||
|
||
|
||
--- page 15 ---
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Out of the 67,347,108 H Shares to be converted from Domestic Shares and listed on the
|
||
Stock Exchange following the Global Offe ring: (i) 8,238,749 H Shares, representing
|
||
approximately 10.45% of the total issued sh are capital of our Com pany immediately
|
||
after the Global Offering, which will be held by Shenzhen Junrong, Nuoxiang Dongchen,
|
||
Nuoxiang Jinhong, Huaan Fund and Xingn ong Fund, will be counted towards the public
|
||
float; and (ii) 59,108,359 H Shares, repres enting approximately 75.00% of the total
|
||
issued share capital of our Company immediat ely after the Global Offering, which will be
|
||
held by Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star and Kailai Star, who/which
|
||
are core connected persons of our Company, w ill not be counted towards the public float.
|
||
Based on the Offer Price of HK$43.58 per Off er Share, immediately following the
|
||
conversion of the Domestic Shares into H Sha res and completion of the Global Offering,
|
||
the expected market capitalization of th eHS h a r e sa tt h et i m eo fL i s t i n gw i l lb e
|
||
approximately HK$3.44 billion. To th e best knowledge of our Directors, upon
|
||
completion of the Global Offering and Con version of the Domestic Shares into H
|
||
Shares, 19,702,849 H Shares held or control led by our Shareholders who are not our core
|
||
connected persons, representing 25.0001% of the total issued H Shares, will be counted
|
||
towards the public float which is higher th an 25%, the minimum prescribed percentage of
|
||
H Shares required to be held in public hands under Rule 19A.13A(1) of the Listing Rules
|
||
applicable to the Company. Therefore, the Company will be able to meet the public float
|
||
requirement under Rule 19A.13A of the Listing Rules at the time of the Listing.
|
||
FREE FLOAT
|
||
Based on the Offer Price of HK$43.58 per Offe r Share, it is expected that 8,077,000 H
|
||
Shares will not be subject to any disposal re strictions (whether under contract, the
|
||
Listing Rules, applicable laws or otherwise ), representing approximately 10.25% of our
|
||
total issued share capital upon Listing and a market capitalization of approximately
|
||
HK$352.0 million. Therefore, our Company will be able to satisfy the free float
|
||
requirement under Rule 19A.13C(1)(a) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become val id evidence of title at 8 : 00 a.m. on Monday,
|
||
June 15, 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination des cribed in the section headed “Underwriting
|
||
— Underwriting Arrangements and Expen ses — Hong Kong Public Offering — Grounds
|
||
for Termination” in the Prospectus has not been exercised. Investors who trade the H
|
||
Shares on the basis of publicly available alloc ation details prior to the receipt of H Share
|
||
certificates or prior to the H Share certific ates becoming valid evidence of title do so
|
||
entirely at their own risk.
|
||
–1 5–
|
||
|
||
|
||
--- page 16 ---
|
||
Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on
|
||
Monday, June 15, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9 : 00 a.m. on Monday, June 15, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 100 H Shares each, and the stock code
|
||
of the H Shares will be 6658.
|
||
By order of the Board
|
||
Liuliumei Co., Ltd.
|
||
溜溜梅股份有限公司
|
||
Mr. Yang Fan
|
||
Chairman of the Board and Chief Executive Officer
|
||
Hong Kong, June 12, 2026
|
||
As at the date of this announcement, the Boar d comprises (i) Mr. Yang Fan, Mr. Ning
|
||
Pengfei, Ms. Hu Yan, Mr. Gou Bin and Mr. Mei Huixiang as executive Directors; (ii) Mr.
|
||
Xu Lianzheng as non-executive Directors; and (iii) Mr. Liu Feng, Mr. Xiong Hui and Mr.
|
||
Lu Jian as independent non-executive Directors.
|
||
–1 6–
|