geometrybase
8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
1197 lines
41 KiB
Plaintext
1197 lines
41 KiB
Plaintext
--- page 1 ---
|
||
– 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.
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings
|
||
as those defined in the prospectus dated May 8, 2026 (the “Prospectus”) of Robotphoenix Intelligent
|
||
Technology Co., Ltd. (ʮ̡) (the “Company”).
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read
|
||
the Prospectus for detailed information about the Global Offering described below before deciding whether
|
||
or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
|
||
solely in reliance on the information provided in the Prospectus.
|
||
This announcement is not for release, publication, 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.
|
||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set
|
||
out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong
|
||
Kong and/or not resident in Hong Kong.
|
||
Potential investors of the Offer Shares should note that the Sole Sponsor and Overall Coordinator (for itself
|
||
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
|
||
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out
|
||
in the 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 Monday, May 18, 2026).
|
||
|
||
|
||
--- page 2 ---
|
||
– 2 –
|
||
(A joint stock company incorporated in the People’s Republic of China with limited liability)
|
||
(Stock code: 6871)
|
||
ROBOTPHOENIX INTELLIGENT TECHNOLOGY CO., LTD.
|
||
ʮ̡
|
||
(A joint stock company established in the People’s Republic of China with limited liability)
|
||
Global Offering
|
||
Number of Offer Shares under the Global
|
||
Offering
|
||
: 24,600,000 H Shares
|
||
Number of Hong Kong Offer Shares : 4,920,000 H Shares (as adjusted after
|
||
reallocation)
|
||
Number of International Offer Shares : 19,680,000 H Shares (as adjusted after
|
||
reallocation)
|
||
Offer Price : HK$30.5 per H Share (payable in full in Hong
|
||
Kong dollars on application plus brokerage
|
||
of 1%, SFC transaction levy of 0.0027%,
|
||
AFRC transaction levy of 0.00015% and the
|
||
Stock Exchange trading fee of 0.00565% and
|
||
subject to refund)
|
||
Nominal value : RMB0.25 per H Share
|
||
Stock code : 6871
|
||
Sole Sponsor, Sponsor-OC, Overall Coordinator,
|
||
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
|
||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
(in alphabetical order)
|
||
Joint Bookrunners and Joint Lead Managers
|
||
(in alphabetical order)
|
||
Joint Lead Managers
|
||
(in alphabetical order)
|
||
|
||
|
||
--- page 3 ---
|
||
– 3 –
|
||
|
||
|
||
|
||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
|
||
same meanings as those defined in prospectus dated May 8 , 2026 (the “ Prospectus”) of
|
||
Robotphoenix Intelligent Technology Co., Ltd. ( 浙江翼菲智能科技股份有限公司 ) (the
|
||
“Company”).
|
||
|
||
SUMMARY
|
||
|
||
Company Information
|
||
Stock code 6871
|
||
Stock short name ROBOTPHOENIX
|
||
Dealings commencement date May 18, 2026*
|
||
* see note at the end of the announcement
|
||
|
||
Price Information
|
||
Offer Price HK$30.50
|
||
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 24,600,000
|
||
Number of Offer Shares in Hong Kong Public Offering (after
|
||
reallocation) 4,920,000
|
||
Number of Offer Shares in International Offering (after
|
||
reallocation) 19,680,000
|
||
Number of issued Shares upon Listing 244,953,968
|
||
|
||
Proceeds
|
||
Gross proceeds (Note) HK$750.3 million
|
||
Less: Estimated listing expenses payable based on Offer Price HK$77.40 million
|
||
Net proceeds HK$ 672.9 million
|
||
|
||
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
|
||
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
|
||
Warning: In view of high concentration of shareholding in a small number of
|
||
Shareholders, Shareholders and prospective investors should be aware that the
|
||
price of the H Shares could move substantially even with a small number of H
|
||
Shares traded and shoul d exercise extreme caution when dealing in the H Shares.
|
||
|
||
|
||
--- page 4 ---
|
||
– 13 –
|
||
|
||
|
||
|
||
ALLOTMENT RESULTS DETAILS
|
||
|
||
HONG KONG PUBLIC OFFERING
|
||
|
||
|
||
|
||
No. of valid applications 330,334
|
||
No. of successful applications 48,611
|
||
Subscription level 14,855.40 times
|
||
Claw-back triggered Yes
|
||
No. of Offer Shares initially available under the Hong
|
||
Kong Public Offering
|
||
|
||
1,230,000
|
||
No. of Offer Shares reallocated from the International
|
||
Offering (claw-back)
|
||
|
||
3,690,000
|
||
Final no. of Offer Shares under the Hong Kong Public
|
||
Offering
|
||
|
||
4,920,000
|
||
% of Offer Shares under the Hong Kong Public
|
||
Offering to the Global Offering
|
||
|
||
20.0%
|
||
|
||
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
|
||
www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult
|
||
for the full list of allottees.
|
||
|
||
|
||
INTERNATIONAL OFFERING
|
||
|
||
|
||
|
||
No. of placees 133
|
||
Subscription Level 9.77 times
|
||
No. of Offer Shares initially available under the
|
||
International Offering
|
||
|
||
23,370,000
|
||
No. of Offer Shares reallocated to the Hong Kong
|
||
Public Offering
|
||
|
||
3,690,000
|
||
Final no. of Offer Shares under the International
|
||
Offering
|
||
|
||
19,680,000
|
||
% of Offer Shares under the International Offering to
|
||
the Global Offering
|
||
|
||
80.0%
|
||
|
||
The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver under Rule
|
||
10.04 of the Listing Rules and consent under paragraph 1C(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
|
||
|
||
|
||
--- page 5 ---
|
||
– 14 –
|
||
|
||
|
||
in the International Offering to certain existing minority shareholders and/or their close associates as placees,
|
||
(i) none of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly
|
||
by the Company, any of the Directors, chief executive of the Company, Single Largest Group of 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 ha ve purchased the Offer Shares are
|
||
accustomed to taking instructions from the Company, any of the Directors, chief executive of the Company,
|
||
Single Largest Group of 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.
|
||
|
||
The placees in the International Offering include the following:
|
||
|
||
Allottees with waiver/consents obtained
|
||
|
||
|
||
|
||
|
||
Investor
|
||
|
||
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
|
||
|
||
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
|
||
|
||
|
||
Relationship
|
||
Allotees with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) in relation to allocations to connected clients(Note
|
||
1
|
||
CITIC Securities International Capital Management
|
||
Limited (“ CSI”)
|
||
2,000 0.0081% 0.0008% 0.0008% Connected client as a
|
||
placee
|
||
Grand China Global Master OFC -Grand China
|
||
Investment Fund (“ Grand China Global Master ”)
|
||
131,100 0.5329% 0.0535% 0.0535% Connected client as a
|
||
placee
|
||
China Asset Management (Hong Kong) Limited
|
||
(“China AMC HK”)
|
||
1,200 0.0049% 0.0005% 0.0005% Connected client as a
|
||
placee
|
||
Allotee with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Plac ing Guidelines in relation to
|
||
allocation to a close associate of existing Shareholders (Note 2)
|
||
Mr. Lv Dalong ( 呂大龍) (Note 3) 1,284,000 5.2195% 0.5242% 0.5242% An existing Shareholder
|
||
and a close associate of an
|
||
existing Shareholder
|
||
Chuxin Investment Management Limited (Note 4) 4,800 0.0195% 0.0020% 0.0020% A close associate of an
|
||
existing Shareholder
|
||
Notes:
|
||
|
||
1. Saved as listed out, the H Shares placed to such allottees are held on behalf of independent third parties
|
||
(as defined in Chapter 4.15 of the Guide for New Listing Applicants and are in compliance with all the
|
||
conditions under the consent granted by the Stock Exchange. For details of the consent under paragraph
|
||
1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation
|
||
to allocations to connected clients, please refer to the section headed “Additional Information – Placing
|
||
to connected clients with a prior consent under paragraph 1C( 1) of the Placing Guidelines ” in this
|
||
announcement.
|
||
|
||
2. For details of the consents under paragraph 1C( 2) of the Placing Guidelines and Chapter 4.15 of the
|
||
|
||
|
||
--- page 6 ---
|
||
– 15 –
|
||
|
||
|
||
Guide for New Listing Applicant in relation to allocations to connected clients, please refer to the section
|
||
headed “Additional Information - Placing to existing shareholders and/or its close associates with a prior
|
||
waiver under Rule 10.04 and consent under paragraph 1C(2) of the Placing Guidelines ” in this
|
||
announcement.
|
||
|
||
3. Mr. Lv Dalong is an existing Shareholder. Further, the general partner of Qingkong Yinxing (an existing
|
||
Shareholder) is Qingkong Yinxing Venture Investment Management (Beijing) Co., Ltd. ( 清控銀杏創
|
||
業投資管理 (北京)有限公司), which is ultimately controlled by Mr. Lv Dalong ( 呂大龍). Mr. Lv
|
||
Dalong is therefore a close associate of Qingkong Yinxing.
|
||
|
||
4. Xizang Chuzhe Zhixin Equity Investment Partnership (Limited Partnership) (西藏初者之心股權投資
|
||
合夥企業(有限合夥)) (“Chuzhe Zhixin”) is an existing Shareholder. The general partner of Chuzhe
|
||
Zhixin is Beijing Chuzhe Zhixin Investment Management Co., Ltd. (北京初心者投资管理有限公司),
|
||
which is in turn ultimately controlled by Ms. Tian Jiangchuan ( 田江川 ). Chuxin Investment
|
||
Management Limited is wholly owned by Ms. Tian Jiangchuan, and hence it is a close associate of
|
||
Chuzhe Zhixin.
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
|
||
|
||
% of total
|
||
issued H
|
||
Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
|
||
% of total
|
||
issued
|
||
Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
|
||
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 1)
|
||
Dr. Zhang Sai (“Dr. Zhang”)
|
||
(Note 2)
|
||
24,611,704 10.05% 10.05% May 17, 2027
|
||
Shaoxing Ziqiu Enterprise
|
||
Management Partnership
|
||
(Limited Partnership) ( 紹興梓
|
||
遒企業管理合夥企業(有限合
|
||
夥)) (“Shaoxing Ziqiu LP”)
|
||
(Note 3)
|
||
19,310,376 7.88% 7.88% May 17, 2027
|
||
Shaoxing Yuzhang Enterprise
|
||
Management Partnership
|
||
(Limited Partnership) ( 紹興宇
|
||
章企業管理合夥企業(有限合
|
||
夥)) (“Shaoxing Yuzhang
|
||
LP”) (Note 3)
|
||
6,000,004 2.45% 2.45% May 17, 2027
|
||
Shaoxing Zhiqiu Enterprise
|
||
Management Partnership
|
||
(Limited Partnership) ( 紹興知
|
||
秋企業管理合夥企業(有限合
|
||
夥)) (“Shaoxing Zhiqiu
|
||
5,318,548 2.17% 2.17% May 17, 2027
|
||
|
||
|
||
--- page 7 ---
|
||
– 16 –
|
||
|
||
|
||
LP”) (Note 3)
|
||
Subtotal 55,240,632 22.55% 22.55%
|
||
Notes:
|
||
|
||
1. Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
|
||
Shareholders (including the Pre-IPO Investors) are prohibited from disposing of any of the Shares held
|
||
by them. Pursuant to Rule 18C.14(1) of the Listing Rules, the required lock-up period commences on
|
||
the date by reference to which disclosure of their shareholdings in the Company is made in the
|
||
Prospectus and end on the date upon the expiry of 12 months from the Listing Date, being the same date
|
||
on which the restriction against disposal of Shares under the applicable PRC laws ends.
|
||
|
||
2. Dr. Zhang, the founder, chairman of our Board, executive Director and president, is a key person responsible
|
||
for our technical operations and/or the research and development of our Specialist Technology Products who
|
||
is subject to lock-up requirements pursuant to Rule 18C.14 of the Listing Rules. Except for Dr. Zhang, none
|
||
of the other executive Directors, senior management members or core members of R&D beneficially owns
|
||
any Shares of the Company and are therefore not subject to the lock-up requirements under the Rule 18C.14
|
||
of the Listing Rules.
|
||
|
||
3. Each of Shaoxing Ziqiu LP, Shaoxing Yuzhang LP and Shaoxing Zhiqiu LP was controlled by Dr. Zhang
|
||
as the general partner. Therefore, each of Shaoxing Zhiqiu LP, Shaoxing Ziqiu LP and Shaoxing
|
||
Yuzhang LP is a close associate of Dr. Zhang under the Listing Rules and is subject to the lock -up
|
||
requirements pursuant to Rule 18C.14 of the Listing Rules.
|
||
|
||
Pathfinder SIIs
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
|
||
|
||
% of total issued
|
||
H Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
|
||
% of total issued
|
||
Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
(Note 1)
|
||
Broadband Chengbai Yangtze
|
||
River (Hubei) Investment Fund
|
||
Partnership (Limited Partnership)
|
||
(寬帶誠柏長江(湖北)投資基金合
|
||
夥企業(有限合夥))
|
||
19,141,836 7.81% 7.81% May 17, 2027
|
||
Qingkong Yinxing Nantong
|
||
Venture Investment Fund
|
||
Partnership (Limited
|
||
Partnership) (清控銀杏南通創業
|
||
投資基金合夥企業(有限合夥))
|
||
(“Qingkong Yinxing ”)
|
||
11,352,060 4.63% 4.63% May 17, 2027
|
||
Subtotal 30,493,896 12.44% 12.44%
|
||
|
||
|
||
Notes:
|
||
|
||
|
||
--- page 8 ---
|
||
– 17 –
|
||
|
||
|
||
1. Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
|
||
Shareholders (including the Pre-IPO Investors) are prohibited from disposing of any of the Shares held
|
||
by them. Pursuant to Rule 18C.14(2) of the Listing Rules, the required lock -up period commences on
|
||
the date by reference to which disclosure of their respective shareholdings in the Company is made in
|
||
the Prospectus and ends on the date upon the expiry of six months from the Listing Date i.e. November
|
||
17, 2026.
|
||
|
||
2. Each of the Shareholders listed in the above table is a Pathfinder SII of the Company as defined under
|
||
Chapter 2.5 of the Guide for New Listing Applicants.
|
||
|
||
Existing Shareholders (other than the Key Persons and the Pathfinder SIIs)
|
||
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Name (Note 1) Listing
|
||
|
||
% of total issued
|
||
H Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
% of total issued
|
||
Shares in the
|
||
Company upon
|
||
Listing
|
||
|
||
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(Note 2)
|
||
Yuhuan City State-owned Assets
|
||
Investment Operation Group
|
||
Co., Ltd. (玉環市國有資產投資
|
||
經營集團有限公司)
|
||
21,344,380 8.71% 8.71% May 17,
|
||
2027
|
||
Shanghai Venture Capital Center
|
||
(Limited Partnership) (上海峰
|
||
瑞創業投資中心(有限合夥))
|
||
14,193,000 5.79% 5.79% May 17,
|
||
2027
|
||
Yuhuan City Equity Investment
|
||
Fund Co., Ltd. (玉環市股權投
|
||
資基金有限公司)
|
||
14,000,000 5.72% 5.72% May 17,
|
||
2027
|
||
Jiaxing Runze Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (嘉興潤澤股權投
|
||
資合夥企業(有限合夥))
|
||
9,085,312 3.71% 3.71% May 17,
|
||
2027
|
||
Rizhao Ivy Innovative Venture
|
||
Capital Partnership (Limited
|
||
Partnership) (日照常春藤創新
|
||
創業投資合夥企業(有限合夥))
|
||
8,052,612 3.29% 3.29% May 17,
|
||
2027
|
||
Shenzhen Jasic Robotics
|
||
Automation Equipment Co.,
|
||
Ltd. (深圳市佳士機器人自動
|
||
化設備有限公司)
|
||
5,632,836 2.30% 2.30% May 17,
|
||
2027
|
||
Jiaxing Feitu Xinyuan Venture
|
||
Capital Partnership (Limited
|
||
Partnership) (嘉興飛圖鑫元創
|
||
業投資合夥企業(有限合夥))
|
||
5,114,328 2.09% 2.09% May 17,
|
||
2027
|
||
|
||
|
||
--- page 9 ---
|
||
– 18 –
|
||
|
||
|
||
Ivory One Investment Ltd 4,763,232 1.94% 1.94% May 17,
|
||
2027
|
||
Suzhou ChinaEquity Chenxin
|
||
Investment Center (Limited
|
||
Partnership) (蘇州信中利晨信
|
||
投資中心(有限合夥))
|
||
4,340,180 1.77% 1.77% May 17,
|
||
2027
|
||
Fengchi Qianhai Dianche No.2
|
||
Investment Consulting
|
||
Partnership (Limited
|
||
Partnership) (深圳前海風馳電
|
||
掣貳號投資諮詢合夥企業 (有
|
||
限合夥)
|
||
3,443,372 1.41% 1.41% May 17,
|
||
2027
|
||
Mr. Si Shaohua (司紹華) 3,409,540 1.39% 1.39% May 17,
|
||
2027
|
||
Chongtian Intelligence (Weifang)
|
||
Enterprise Management
|
||
Consulting Center (Limited
|
||
Partnership) (沖天智能(濰坊)企
|
||
業管理諮詢中心(有限合夥))
|
||
3,341,072 1.36% 1.36% May 17,
|
||
2027
|
||
Rizhao Ivy Venture Capital
|
||
Partnership (Limited
|
||
Partnership) (日照常春藤創業
|
||
投資 合夥企業(有限合夥))
|
||
3,245,284 1.32% 1.32% May 17,
|
||
2027
|
||
Xizang Chuzhe Zhixin Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (西藏初者之心股
|
||
權投資合夥企業(有限合夥))
|
||
3,111,536 1.27% 1.27% May 17,
|
||
2027
|
||
Jianhu County Yuehu New
|
||
Industry Fund Partnership
|
||
(Limited Partnership) (建湖縣
|
||
悅湖新興產業基金合夥企業
|
||
(有限合夥))
|
||
3,057,140 1.25% 1.25% May 17,
|
||
2027
|
||
Shanghai Qingwang Venture
|
||
Investment Partnership (Limited
|
||
Partnership) (上海青望創業投
|
||
資合夥企業(有限合夥)
|
||
3,038,132 1.24% 1.24% May 17,
|
||
2027
|
||
Hangzhou Guoke Infore Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (杭州國科盈峰股
|
||
權投資合夥企業(有限合夥))
|
||
2,700,208 1.10% 1.10% May 17,
|
||
2027
|
||
Hainan Ferry Growth No.3 Venture
|
||
Investment Fund Partnership
|
||
(Limited Partnership) (海南源
|
||
2,557,156 1.04% 1.04% May 17,
|
||
2027
|
||
|
||
|
||
--- page 10 ---
|
||
– 19 –
|
||
|
||
|
||
渡三期創業投資基金合夥企業
|
||
(有限合伙)) (formerly known as
|
||
Suzhou Ferry Growth
|
||
Investment Partnership (Limited
|
||
Partnership) (蘇州源渡成長投
|
||
資合夥企業(有限合夥)))
|
||
Smart Beauty Investment Limited 2,398,252 0.98% 0.98% May 17,
|
||
2027
|
||
Ms. Wu Xingtao (吳星陶) 2,354,996 0.96% 0.96% May 17,
|
||
2027
|
||
Mr. Yao Lisheng (姚立生) 1,704,764 0.70% 0.70% May 17,
|
||
2027
|
||
Mr. Wang Yanfeng (王彥峰) 1,704,764 0.70% 0.70% May 17,
|
||
2027
|
||
Mr. Tong Xinmiao (童新苗) 1,704,764 0.70% 0.70% May 17,
|
||
2027
|
||
Baotou Qidi Star Investment
|
||
Center (Limited Partnership) ( 包
|
||
頭市啓迪之星投資中心 (有限
|
||
合夥))
|
||
1,649,280 0.67% 0.67% May 17,
|
||
2027
|
||
Jinan Yike No.1 Investment Center
|
||
(Limited Partnership) (濟南翼
|
||
可一號投資中心) （有限合
|
||
伙）
|
||
1,425,000 0.58% 0.58% May 17,
|
||
2027
|
||
Ningbo Yiyi Equity Investment
|
||
Fund Management Co., Ltd. ( 寧
|
||
波易一股權投資基金管理有限
|
||
公司)
|
||
1,302,052 0.53% 0.53% May 17,
|
||
2027
|
||
Fengchi Qianhai Dianche No.2
|
||
Investment Consulting
|
||
Partnership (Limited
|
||
Partnership) (深圳前海風馳電
|
||
掣貳號投資諮詢合夥企業 (有
|
||
限合夥))
|
||
1,205,852 0.49% 0.49% May 17,
|
||
2027
|
||
Quanzhou Shenglian Equity
|
||
Investment Fund Partnership
|
||
(Limited Partnership) (泉州市
|
||
晟聯股權投資基金合夥企業
|
||
(有限合夥)
|
||
1,135,628 0.46% 0.46% May 17,
|
||
2027
|
||
Mr. Lv Dalong (呂大龍) 1,109,628 0.45% 0.45% May 17,
|
||
2027
|
||
Shaoxing City Shangyu District
|
||
Wanxiang Holding Co., Ltd. ( 紹
|
||
1,070,000 0.44% 0.44% May 17,
|
||
2027
|
||
|
||
|
||
--- page 11 ---
|
||
– 20 –
|
||
|
||
|
||
興市上虞區萬象控股有限公
|
||
司)
|
||
Shaoxing Shangyu Caoejiang
|
||
Economic Development Zone
|
||
Construction Development Co.,
|
||
Ltd (紹興市上虞曹娥江經濟開
|
||
發區建設發展有限公司 )
|
||
1,070,000 0.44% 0.44% May 17,
|
||
2027
|
||
Mr. Zhang Kaifeng (張凱風) 355,140 0.14% 0.14% May 17,
|
||
2027
|
||
Subtotal 134,619,440 54.96% 54.96%
|
||
|
||
Notes:
|
||
|
||
1. Please refer to the Prospectus for further details.
|
||
|
||
2. The expiry date of the lock–up period shown in the table above is pursuant to applicable PRC laws
|
||
|
||
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
|
||
|
||
|
||
|
||
|
||
Placees
|
||
Top 1
|
||
Top 5
|
||
Top 10
|
||
Top 25
|
||
|
||
Note:
|
||
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
Number
|
||
Number of of Shares % of total issued
|
||
H Shares Allotment as % of Allotment as % of held upon share capital
|
||
allotted International Offering total Offer Shares Listing upon Listing
|
||
3,147,500 15.99% 12.79% 3,147,500 1.28%
|
||
11,465,800 58.26% 46.61% 22,817,860 9.32%
|
||
15,707,700 79.82% 63.85% 27,059,760 11.05%
|
||
18,361,400 93.30% 74.64% 29,713,460 12.13%
|
||
|
||
|
||
--- page 12 ---
|
||
– 21 –
|
||
|
||
|
||
H SHARE SHAREHOLDER CONCENTRATION ANALYSIS
|
||
|
||
|
||
|
||
H Shareholders*
|
||
Top 1
|
||
Top 5
|
||
Top 10
|
||
Top 25
|
||
|
||
Note:
|
||
|
||
* Ranking of H Shareholders is based on the number of H Shares held by H Shareholders upon Listing.
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
|
||
|
||
|
||
Shareholders
|
||
Top 1
|
||
Top 5
|
||
Top 10
|
||
Top 25
|
||
|
||
Note:
|
||
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by Shareholders upon
|
||
Listing.
|
||
|
||
|
||
Number of Number of
|
||
Number of H Shares % of total issued Shares
|
||
H Shares Allotment as % of Allotment as % of held upon H Share capital held upon
|
||
allotted International Offering total Offer Shares Listing upon Listing Listing
|
||
0 0.00% 0.00% 55,240,632 22.55% 55,240,632
|
||
1,284,000 6.52% 5.22% 137,665,536 56.20% 137,665,536
|
||
1,284,000 6.52% 5.22% 175,505,036 71.65% 175,505,036
|
||
10,185,400 51.76% 41.40% 223,042,880 91.06% 223,042,880
|
||
|
||
Number of Number of
|
||
Number of H Shares Shares % of total issued
|
||
H Shares Allotment as % of Allotment as % of held upon held upon share capital
|
||
allotted International Offering total Offer Shares Listing Listing upon Listing
|
||
0 0.00% 0.00% 55,240,632 55,240,632 22.55%
|
||
1,284,000 6.52% 5.22% 137,665,536 137,665,536 56.20%
|
||
1,284,000 6.52% 5.22% 175,505,036 175,505,036 71.65%
|
||
10,185,400 51.76% 41.40% 223,042,880 223,042,880 91.06%
|
||
|
||
|
||
--- page 13 ---
|
||
– 22 –
|
||
|
||
|
||
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:
|
||
|
||
Pool A
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
Number Number of H Shares
|
||
of H Shares of valid applied
|
||
applied for applications Basis of allocation/ballot for
|
||
100 71,369 2,142 out of 71,369 applicants to receive 100 H shares 3.00%
|
||
200 13,996 512 out of 13,996 applicants to receive 100 H shares 1.83%
|
||
300 25,596 1,050 out of 25,596 applicants to receive 100 H shares 1.37%
|
||
400 6,360 284 out of 6,360 applicants to receive 100 H shares 1.12%
|
||
500 7,291 346 out of 7,291 applicants to receive 100 H shares 0.95%
|
||
600 4,556 228 out of 4,556 applicants to receive 100 H shares 0.83%
|
||
700 3,410 178 out of 3,410 applicants to receive 100 H shares 0.75%
|
||
800 3,201 174 out of 3,201 applicants to receive 100 H shares 0.68%
|
||
900 3,101 174 out of 3,101 applicants to receive 100 H shares 0.62%
|
||
1,000 15,770 911 out of 15,770 applicants to receive 100 H shares 0.58%
|
||
1,500 13,233 858 out of 13,233 applicants to receive 100 H shares 0.43%
|
||
2,000 6,351 447 out of 6,351 applicants to receive 100 H shares 0.35%
|
||
2,500 3,501 263 out of 3,501 applicants to receive 100 H shares 0.30%
|
||
3,000 7,852 620 out of 7,852 applicants to receive 100 H shares 0.26%
|
||
3,500 3,686 305 out of 3,686 applicants to receive 100 H shares 0.24%
|
||
4,000 2,716 233 out of 2,716 applicants to receive 100 H shares 0.21%
|
||
4,500 2,418 215 out of 2,418 applicants to receive 100 H shares 0.20%
|
||
5,000 4,470 409 out of 4,470 applicants to receive 100 H shares 0.18%
|
||
6,000 4,369 421 out of 4,369 applicants to receive 100 H shares 0.16%
|
||
7,000 3,177 320 out of 3,177 applicants to receive 100 H shares 0.14%
|
||
8,000 2,607 273 out of 2,607 applicants to receive 100 H shares 0.13%
|
||
9,000 3,692 399 out of 3,692 applicants to receive 100 H shares 0.12%
|
||
10,000 16,596 1,846 out of 16,596 applicants to receive 100 H shares 0.11%
|
||
20,000 9,981 1,353 out of 9,981 applicants to receive 100 H shares 0.07%
|
||
30,000 8,093 1,231 out of 8,093 applicants to receive 100 H shares 0.05%
|
||
40,000 5,482 905 out of 5,482 applicants to receive 100 H shares 0.04%
|
||
50,000 4,317 759 out of 4,317 applicants to receive 100 H shares 0.04%
|
||
60,000 3,510 650 out of 3,510 applicants to receive 100 H shares 0.03%
|
||
70,000 3,550 687 out of 3,550 applicants to receive 100 H shares 0.03%
|
||
80,000 2,839 571 out of 2,839 applicants to receive 100 H shares 0.03%
|
||
90,000 2,441 508 out of 2,441 applicants to receive 100 H shares 0.02%
|
||
|
||
|
||
--- page 14 ---
|
||
– 23 –
|
||
|
||
|
||
100,000 24,882 5,328 out of 24,882 applicants to receive 100 H shares 0.02%
|
||
|
||
Total
|
||
|
||
294,413
|
||
|
||
Total number of Pool A successful applicants:
|
||
24,600
|
||
|
||
|
||
|
||
Pool B
|
||
|
||
|
||
Approximate
|
||
|
||
|
||
|
||
Number
|
||
|
||
|
||
|
||
Number
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
of H Shares
|
||
applied for
|
||
of valid
|
||
applications
|
||
|
||
Basis of allocation/ballot
|
||
applied
|
||
for
|
||
200,000 13,567 5,427 out of 13,567 applicants to receive 100 H shares 0.02%
|
||
300,000 5,768 3,278 out of 5,768 applicants to receive 100 H shares 0.02%
|
||
400,000 3,481 2,538 out of 3,481 applicants to receive 100 H shares 0.02%
|
||
500,000 2,919 2,582 out of 2,919 applicants to receive 100 H shares 0.02%
|
||
615,000 10,186 100 H shares plus 589 out of 10,186 applicants to
|
||
receive an additional 100 H shares
|
||
0.02%
|
||
|
||
Total 35,921 Total number of Pool B successful applicants: 24,011
|
||
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the designated
|
||
nominee accounts have been remitted back to the accounts of all HKSCC participants. Investors should contact
|
||
their relevant brokers for any inquiries.
|
||
|
||
|
||
--- page 15 ---
|
||
– 14 –
|
||
|
||
|
||
ADDITIONAL INFORMATION
|
||
|
||
Reallocation
|
||
|
||
As the Hong Kong Public Offering has been over -subscribed by more than 14,800 times of
|
||
the total number of Offer Shares initially available under the Hong Kong Public Offering, the
|
||
reallocation procedure as disclosed in the section headed “Structure and Conditions of the
|
||
Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus has been
|
||
applied.
|
||
|
||
The number of Offer Shares initially available under the Hong Kong Public Offering is
|
||
1,230,000 Shares, representing approximately 5% of the total number of Offer Shares initially
|
||
available under the Global Offering. As a result of such reallocation, the final number of Offer
|
||
Shares under the Hong Kong Public Offering is adjusted to 4,920,000 Shares, representing
|
||
approximately 20% of the total number of Offer Shares available under the Global Offering.
|
||
|
||
Placing to connected clients with consents under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of
|
||
certain distributors pursuant to the Placing Guidelines. Details of the placement to connected
|
||
clients are set out below.
|
||
|
||
No.
|
||
Connected
|
||
Client
|
||
Connected
|
||
Distributor
|
||
Relationship
|
||
between the
|
||
Connected
|
||
Client and
|
||
the
|
||
Connected
|
||
Distributor
|
||
Informatio
|
||
n of the
|
||
Connected
|
||
Client
|
||
Whether the
|
||
connected client
|
||
will hold
|
||
beneficial
|
||
interests of Offer
|
||
Shares on a non -
|
||
discretionary or
|
||
discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
No. of Offer
|
||
Shares
|
||
allocated to
|
||
the
|
||
connected
|
||
client
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
after
|
||
the Global
|
||
Offering
|
||
1. CSI CLSA CSI and
|
||
CLSA are
|
||
group
|
||
companies.
|
||
Accordingly,
|
||
CSI is
|
||
considered as
|
||
a “connected
|
||
client” of
|
||
CLSA
|
||
pursuant to
|
||
paragraph 1B
|
||
of the
|
||
Appendix F1
|
||
to the Listing
|
||
Rules.
|
||
Note 1 Non-discretionary
|
||
basis
|
||
2,000 0.0081% 0.0008%
|
||
2. Grand China
|
||
Global Master
|
||
Grand China Securities
|
||
Limited
|
||
Grand China
|
||
Securities
|
||
Limited is the
|
||
Investment
|
||
Manager of
|
||
Grand China
|
||
Global
|
||
Master. Fund
|
||
Accordingly,
|
||
Grand China
|
||
Global
|
||
Master is
|
||
considered as
|
||
Note 2 Discretionary basis 131,100 0.5329% 0.0535%
|
||
|
||
|
||
--- page 16 ---
|
||
– 15 –
|
||
|
||
|
||
a “connected
|
||
client” of
|
||
Grand China
|
||
Securities
|
||
Limited
|
||
pursuant to
|
||
paragraph 1B
|
||
of the
|
||
Appendix F1
|
||
to the Listing
|
||
Rules.
|
||
|
||
3. China AMC HK CLSA China AMC
|
||
HK is a
|
||
member of
|
||
the same
|
||
group of
|
||
companies as
|
||
CLSA.
|
||
Accordingly,
|
||
China AMC
|
||
HK is
|
||
considered as
|
||
a “connected
|
||
client” of
|
||
CLSA
|
||
pursuant to
|
||
paragraph 1B
|
||
of the
|
||
Appendix F1
|
||
to the Listing
|
||
Rules.
|
||
Note 3 Discretionary basis 1,200 0.0049% 0.0005%
|
||
|
||
Notes:
|
||
|
||
1. CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Back-
|
||
to-back TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI Client
|
||
TRS”) placed and fully funded by its ultimate clients (the “CSI Ultimate Clients”), by which CSI will
|
||
pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients.
|
||
|
||
CSI will hold the Offer Shares but will contractually agree to pass on the full economic exposure to the
|
||
CSI Ultimate Clients, on a non -discretionary basis. The CSI Ultimate Client may exercise an early
|
||
termination right to early terminate the CSI Client TRS at any time from the trade date of the CSI Client
|
||
TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange.
|
||
Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Client, CSI will
|
||
dispose of the Offer Shares on the secondary market and the CSI Ultimate Client will receive a final
|
||
termination amount of the CSI Back-to-back TRS which will taken into account all the economic returns
|
||
or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI
|
||
Back-to-back TRS and the CSI Client TRS. CSI will not exercise the voting right of the Offer Shares
|
||
during the terms of the CSI Back-to-back TRS.
|
||
|
||
To the best of CSI’s knowledge after having made all reasonable inquiries, each of the CSI Ultimate
|
||
Clients is an independent third party of the Company its subsidiaries, CSI, CLSA and the companies
|
||
which are members of the same group of CLSA.
|
||
|
||
CSI is a wholly owned subsidiary of CITIC Securities Investment Limited ( “CITIC Securities
|
||
Investment”), which is wholly owned by CITIC Securities Company Limited (中信証券股份有限公
|
||
司) (“CITIC Securities”). CITIC Securities is the holding company of CLSA, one of the Overall
|
||
Coordinators and Underwriters of the Global Offering.
|
||
|
||
Therefore, CSI and CLSA are members of the same group of companies and CSI is a connected client
|
||
of CLSA. The participation of CSI as placee in the International Offering would constitute an allocation
|
||
to connected clients of the CLSA.
|
||
|
||
2. Grand China Securities Limited will hold the Offer Shares in its capacity as the discretionary fund
|
||
|
||
|
||
--- page 17 ---
|
||
– 16 –
|
||
|
||
|
||
manager of Grand China Global Master on behalf of its investors, each of which is an independent third
|
||
party of the Company, its subsidiaries, its substantial shareholders, Grand China Global Master, Grand
|
||
China Securities Limited and the companies which are members of the same group of Grand China
|
||
Securities Limited. Save for Mr. Ho Kin Kai who holds 31.25% interest in the Grand China Global
|
||
Master, no other investor holds 30% or more interest in the Grand China Global Master.
|
||
|
||
3. China AMC HK is an investment advisor and a delegate of the investment manager of its underlying
|
||
clients (“China AMC HK Ultimate Clients ”) and manages assets (in its capacity as an investment
|
||
advisor of the China AMC HK Ultimate Clients) and executes trades (in its capacity as a delegate of the
|
||
investment manager of China AMC HK Ultimate Clients) for on behalf of China AMC HK Ultimate
|
||
Clients, namely CHINA AMC CHINA FOCUS FUND, the ultimate beneficial owner of which is
|
||
Manulife (International) Limited, holding 72.20% interest therein. To the best knowledge of China AMC
|
||
HK after making all reasonable enquiries, (i) each of the China AMC HK Ultimate Clients is an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, CLSA, Chin a
|
||
AMC HK and the companies which are members of the same group of companies as CLSA; and (ii)
|
||
China AMC HK is not a collective investment scheme which is not authorised by the SFC.
|
||
|
||
|
||
--- page 18 ---
|
||
– 15 –
|
||
|
||
|
||
Placing to existing shareholders and/or its close associates with a prior waiver
|
||
under Rule 10.04 and consent under paragraph 1C(2) of the Placing Guidelines
|
||
|
||
The Company has applied for a waiver under Rule 10.04 of the Listing Rules and a
|
||
consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the
|
||
existing shareholders and/or its close associates to participate as placees in the Global
|
||
Offering to subscribe for the Offer Shares to be issued by the Company under the
|
||
International Offering (together, the “Permitted Participants”). The Stock Exchange
|
||
has agreed to grant the requested waiver and consent subject to the conditions that:
|
||
|
||
(a) the allocation to the Permitted Participants will not affect the Company’s
|
||
ability to satisfy its public float requirement under Rule 8.08(1) (as amended
|
||
and replaced by Rule 19A.13A) of the Listing Rules;
|
||
|
||
(b) the Company and the Sole Sponsor will confirm to the Stock Exchange that no
|
||
preferential treatment has been, nor will be directly or indirectly, given to the
|
||
Permitted Participants by virtue of their relationship with the Company or in
|
||
any allocation in the International Offering;
|
||
|
||
(c) the allocation to the Permitted Participants would not affect the Company’s
|
||
compliance with the price discovery requirement under Rule 18.08C of the
|
||
Listing Rules for the following reasons:
|
||
|
||
a. sufficient number of Offer Shares will remain available for allocation to
|
||
the independent price setting investors in the placing tranche in
|
||
accordance with the requirements under paragraph 42 of Chapter 2.5 of
|
||
the Guide; and
|
||
|
||
b. it would not compromise the free float requirement under Rule 19A.13C
|
||
of the Listing Rules, as there will remain sufficient H Shares held by the
|
||
public and available for trading upon Listing; and
|
||
|
||
(d) details of the allocation of the Offer Shares to the Permitted Participants as
|
||
placees under the Global Offering will be disclosed in this allotment results
|
||
announcement of the Company.
|
||
|
||
For details of the allocations of Offer Shares to such Permitted Participants, please
|
||
refer to the section headed “Allotment Results Details – International Offering –
|
||
Allottees with waiver/consents obtained” in this announcement.
|
||
|
||
|
||
--- page 19 ---
|
||
– 16 –
|
||
|
||
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/ or
|
||
in respect of which consent has been obtained, the Company has complied with the Listing
|
||
Rules and guidance materials in relation to the placing, allotment and listing of the Company’s
|
||
shares.
|
||
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the
|
||
placees or the public (as the case may be) directly or indirectly for each Offer Share subscribed
|
||
for or purchased by them was the same as the final Offer Price in addition to any brokerage,
|
||
AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||
|
||
The Directors and the Overall Coordinator s confirm that at least 50% of the total number of
|
||
the Offer Shares have been allocated to and taken up by independent price setting investors
|
||
in compliance with Rule 18C.08 of the Listing Rules.
|
||
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company
|
||
will be held by sophisticated independent investors at the time of Listing in compliance with
|
||
Chapter 2.5 of the Guide for New Listing Applicants.
|
||
|
||
|
||
--- page 20 ---
|
||
– 17 –
|
||
|
||
|
||
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 com pliance 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 May 8, 2026 issued by
|
||
Robotphoenix Intelligent Technology Co., Ltd. ( 浙江翼菲智能科技股份有限公司 ) for
|
||
detailed information about the Global Offering described herein before deciding whether
|
||
or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-OC (for itself
|
||
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations
|
||
under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of
|
||
any of the events set out in the 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
|
||
Monday, May 18, 2026).
|
||
|
||
|
||
--- page 21 ---
|
||
– 3 –
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, the total number of the H
|
||
Shares held by the public represents approximately 63.02% of the total issued share capital
|
||
of the Company, which is higher than the minimum prescribed percentage of H Shares
|
||
required to be held in public hands of 20.08% under Rule 8.08(1) (as amended and replaced
|
||
by Rule 19A.13A(1)) of the Listing Rules calculated based on the final Offer Price of
|
||
HK$30.50 per H Share, thereby satisfying the public float requirement under Rule 8.08(1) (as
|
||
amended and replaced by Rule 19A.13A(1)) of the Listing Rules.
|
||
In consideration that the total number of H Shares in issue upon Listing that are held by the
|
||
public and not subject to any disposal restrictions is expected to be at least 10% of the total
|
||
number of issued H Shares at the time of Listing, with an expected market value at the time
|
||
of Listing of not less than HK$50,000,000, the Company is expected to satisfy the free float
|
||
requirement under Rule 19A.13C of the Listing Rules at the time of the Listing.
|
||
The Directors confirm that, immediately following the completion of the Global Offering,
|
||
(i) no placee will, individually, be placed more than 10% of the enlarged issued share
|
||
capital of the Company immediately after the Global Offering; (ii) there will not be any new
|
||
substantial Shareholder immediately after the Global Offering; (iii) the three largest public
|
||
shareholders of the Company do not hold more than 50% of the shares in public hands at the
|
||
time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv)
|
||
there will be at least 300 Shareholders at the time of the Listing in compliance with Rule
|
||
8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 22 ---
|
||
– 4 –
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong
|
||
Kong time) on Monday, May 18, 2026, provided that the Global Offering has become
|
||
unconditional and the right of termination described in the section headed “Underwriting —
|
||
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination” in the Prospectus has not been exercised. Investors who trade H Shares prior
|
||
to the receipt of H Share certificates or the H 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 Monday, May 18, 2026, it is expected that dealings in the H Shares on the
|
||
Stock Exchange will commence at 9:00 a.m. on Monday, May 18, 2026. The H Shares will
|
||
be traded in board lots of 100 H Shares each. The stock code of the H Shares is 6871.
|
||
By order of the Board
|
||
Robotphoenix Intelligent Technology Co., Ltd.
|
||
Dr. Zhang Sai
|
||
Executive Director, Chairman of the Board and President
|
||
Hong Kong, May 15, 2026
|
||
As at the date of this announcement, the Board comprises (i) Dr. Zhang Sai, Mr. Zhang Zichao, Mr. Sun
|
||
Tongliang and Mr. Dou Zhiyuan as executive directors; (ii) Mr. Wang Maike, Mr. Lee Shen Kai and Mr. Song
|
||
Pengfei as non-executive directors; and (iii) Mr. Xiong Minghua, Ms. Zhou Shuang, Ms. Zhao Fengmei and
|
||
Mr. Wu Qingyao as independent non-executive directors.
|