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.
760 lines
30 KiB
Plaintext
760 lines
30 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer or solicitation to purchase or
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subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not
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be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
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otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration
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requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no
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public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the
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United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of
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each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus
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dated Wednesday, June 18, 2025 (the “Prospectus ”) issued by Eternal Beauty Holdings Limited (ʮ
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̡) (the “Company ”) for detailed information about the Global Offering described below before deciding whether or
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not to invest in the Shares thereby being offered. The Company has not been and will not be registered under the U.S.
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Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, BNP Paribas Securities (Asia) Limited as stabilization manager (the
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“Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the extent
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permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts
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and in such manners as the Stabilization Manager, its affiliates or any person acting for it may determine and at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no
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obligation on the Stabilization Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager (or
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its affiliates or any person acting for it) and in what the Stabilization Manager reasonably regards as the best interest
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of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of
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the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, July 23, 2025).
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Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, July 23, 2025). After this
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date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
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could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-Overall Coordinators (for
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themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
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Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
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paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds
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for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
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currently expected to be on Thursday, June 26, 2025).
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--- page 2 ---
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2
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Eternal Beauty Holdings Limited
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ʮ̡
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Total Number of Offer Shares under the
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Global Offering
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: 333,400,000 Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 100,020,000 Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 233,380,000 Shares (as adjusted after
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reallocation and subject to the
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Over-allotment Option)
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Offer Price : HK$2.88 per Offer Share, plus brokerage
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of 1%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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Nominal Value : HK$0.001 per Share
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Stock Code : 6883
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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--- page 3 ---
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3
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ETERNAL BEAUTY HOLDINGS LIMITED/ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated June 18, 2025 (the “Prospectus ”) issued by
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Eternal Beauty Holdings Limited (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded and should exercise extreme
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caution when dealing in the Shares.
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SUMMARY
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Company information
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Stock code 6883
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Stock short name ETERNAL BEAUTY
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Dealings commencement date June 26, 2025*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$2.880
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Offer Price Range HK$2.800 – HK$3.380
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Offer Shares and Share Capital
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Number of Offer Shares 333,400,000
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Final Number of Offer Shares in Public Offer 100,020,000
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Final Number of Offer Shares in International Offer 233,380,000
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Number of issued Shares upon Listing 1,333,400,000
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Over-allocation
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No. of Offer Shares over-allocated 50,010,000
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– International Offer 50,010,000
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or a combination
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of these means. In the event the Over-allotment Option is exercised, an announcement will be
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made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$960.19 million
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Less: Estimated Listing expenses payable
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based on Final Offer Price
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HK$ (77.67) million
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Net proceeds HK$882.52 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of
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the use of proceeds, please refer to the Prospectus dated June 18, 2025.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 31,796
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No. of successful applications 12,403
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Subscription level 35.84 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 33,340,000
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No. of Offer Shares reallocated from the International Offer
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(claw-back) 66,680,000
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Final no. of Offer Shares under the Public Offer
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(after reallocation) 100,020,000
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% of Offer Shares under the Public Offer to the Global Offering 30.00%
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Note: For details of the final allocation of Shares to the Public Offer, investors can refer to
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https://www.hkeipo.hk/iporesult to perform a search by name or identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 210
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Subscription Level 3.50 times
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No. of Offer Shares initially available under the International
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Offer 300,060,000
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No. of Offer Shares reallocated to the Public Offer (claw-back) 66,680,000
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Final no. of Offer Shares under the International Offer
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(after reallocation) 233,380,000
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% of Offer Shares under the International Offer to the Global
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Offering 70.00%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
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respective close associates; and (ii) none of the placees and the public who have purchased the
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Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
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executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
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of the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Allottees who are customer(s) or client(s)/supplier(s) of the issuer
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Investor
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No. of Offer
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Shares
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allocated
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% of total number
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of Offer Shares
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(assuming the
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Over-allotment
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Option is not
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exercised)
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% of total issued
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share capital
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after the Global
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Offering (assuming
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the Over-allotment
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Option is not
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exercised) Relationship
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INTERPARFUMS 10,400,000 3.12% 0.78% Supplier of the issuer
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Allotees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of total number
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of Offer Shares
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(assuming the
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Over-allotment
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Option is not
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exercised)
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% of total issued
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share capital
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after the Global
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Offering (assuming
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the Over-allotment
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Option is not
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exercised) Relationship
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Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide
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for New Listing Applicants in relation to allocations to connected clients (1)
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CITIC Securities
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International
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Capital
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Management
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Limited
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3,800,000 1.14% 0.28% Connected client
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China Asset
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Management
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(Hong Kong)
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Limited
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3,500,000 1.05% 0.26% Connected client
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--- page 6 ---
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6
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Note:
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1. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to connected clients, please refer to the section headed “Others/
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Additional Information – Placing to connected clients with a prior consent under paragraph 5(1) of the Placing
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Guidelines ” in this announcement.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Shares
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held in the Company
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subject to lock-up
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undertakings upon
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Listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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Listing (assuming
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the Over-allotment
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Option is not
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exercised)
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Last day subject to the lock-
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up undertakings
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Eternal International (1) 1,000,000,000 75.00% December 25, 2025
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(First Six-Month Period) (2)
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June 25, 2026
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(Second Six-Month Period) (3)
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Mr. Lau (1) 1,000,000,000 75.00% December 25, 2025
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(First Six-Month Period) (2)
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June 25, 2026
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(Second Six-Month Period) (3)
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Mrs. Lau (1) 1,000,000,000 75.00% December 25, 2025
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(First Six-Month Period) (2)
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June 25, 2026
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(Second Six-Month Period) (3)
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Notes:
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1. Eternal International is owned as to 90% by Mr. Lau and 10% by Mrs. Lau. By virtue of Cap. 571 Securities and
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Futures Ordinance (the “SFO”), Mr. Lau is therefore deemed to be interested in all the Shares in which Eternal
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International is interested in. Mrs. Lau is the spouse of Mr. Lau. By virtue of the SFO, Mrs. Lau is therefore
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deemed to be interested in all the Shares that Mr. Lau is interested in.
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2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the First Six-Month
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Period ends on December 25, 2025. A Controlling Shareholder may dispose of or transfer Shares after the
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indicated date provided that such Controlling Shareholder will not cease to be a Controlling Shareholder.
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3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-Month
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Period ends on June 25, 2026.
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--- page 7 ---
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7
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PLACEE CONCENTRATION ANALYSIS
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Placees
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Number of
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Shares allotted
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Allotment
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as % of
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International
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Offering
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(assuming no
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exercise of the
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Over-allotment
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Option)
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Allotment
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as % of
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International
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Offering
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(assuming the
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Over-allotment
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Option is fully
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exercised)
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Allotment as
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% of total
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Offer Shares
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(assuming
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no exercise
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of the Over
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– allotment
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Option)
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Allotment as
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% of total
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Offer Shares
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(assuming the
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Over-allotment
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Option is fully
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exercised)
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Number of
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Shares held
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upon Listing
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% of total
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issued share
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capital upon
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Listing
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(assuming no
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exercise of the
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Over-allotment
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Option)
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• % of total
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issued share
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capital upon
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Listing
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(assuming the
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Over-allotment
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Option is fully
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exercised) (2)
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Top 1 32,700,000 14.01% 11.54% 9.81% 8.53% 32,700,000 2.45% 2.42%
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Top 5 101,700,000 43.58% 35.89% 30.50% 26.53% 101,700,000 7.63% 7.54%
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Top 10 153,724,000 65.87% 54.24% 46.11% 40.09% 153,724,000 11.53% 11.40%
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Top 25 246,394,000 105.58% 86.95% 73.90% 64.26% 246,394,000 18.48% 18.27%
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Notes:
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1. Ranking of placees is based on the number of Shares allotted to the placees.
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2. Upon full exercise of the Over-allotment Option, comprising 15,350,000 OAO New Shares issued by the
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Company and 34,660,000 OAO Sale Shares sold by the Selling Shareholder, the total issued share capital of the
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Company is 1,348,750,000 Shares.
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SHAREHOLDER CONCENTRATION ANALYSIS
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Shareholders
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Number of
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Shares allotted
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Allotment
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as % of
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International
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Offering
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(assuming no
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exercise of the
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Over-allotment
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Option)
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Allotment
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as % of
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International
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Offering
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(assuming the
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Over-allotment
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Option is fully
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exercised)
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Allotment as
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% of total
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Offer Shares
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(assuming
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no exercise
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of the Over
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– allotment
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Option)
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Allotment as
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% of total
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Offer Shares
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(assuming the
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Over-allotment
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Option is fully
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exercised)
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Number of
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Shares held
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upon Listing
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% of total
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issued share
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capital upon
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Listing
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(assuming no
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exercise of the
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Over-allotment
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Option)
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% of total
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issued share
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capital upon
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Listing
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(assuming the
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Over-allotment
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Option is fully
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exercised)
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Top 1 0 0.00% 0.00% 0.00% 0.00% 1,000,000,000 75.00% 71.57%
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Top 5 87,700,000 37.58% 30.95% 26.30% 22.87% 1,087,700,000 81.57% 78.08%
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Top 10 145,524,000 62.35% 51.35% 43.65% 37.96% 1,145,524,000 85.91% 82.36%
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Top 25 241,394,000 103.43% 85.18% 72.40% 62.96% 1,241,394,000 93.10% 89.47%
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Notes:
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1. Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
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2. Upon full exercise of the Over-allotment Option, comprising 15,350,000 OAO New Shares issued by the
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Company and 34,660,000 OAO Sale Shares sold by the Selling Shareholder, the total issued share capital of
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the Company is 1,348,750,000 Shares. The total number of Shares held by the Controlling Shareholders (as the
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Top 1 Shareholder) will be reduced to 965,340,000. The total number of Shares held by the Top 5, 10 and 25
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Shareholders will be reduced accordingly.
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--- page 8 ---
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8
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BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
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Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
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the public will be conditionally allocated on the basis set out below:
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NO. OF SHARES
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APPLIED FOR
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NO. OF VALID
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APPLICATIONS
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BASIS OF ALLOTMENT/
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BALLOT
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APPROXIMATE
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PERCENTAGE
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ALLOTTED OF
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THE TOTAL
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NO. OF SHARES
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APPLIED FOR
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1,000 12,854 0 Shares
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10.00%
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1,000 1,429 1,000 Shares
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2,000 3,425 0 Shares
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9.29%
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2,000 782 1,000 Shares
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3,000 1,068 0 Shares
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8.92%
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3,000 390 1,000 Shares
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4,000 387 0 Shares
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8.66%
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4,000 205 1,000 Shares
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5,000 620 0 Shares
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8.44%
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5,000 453 1,000 Shares
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6,000 248 0 Shares
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8.30%
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6,000 246 1,000 Shares
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7,000 101 0 Shares
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8.17%
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7,000 135 1,000 Shares
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8,000 74 0 Shares
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8.03%
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8,000 133 1,000 Shares
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9,000 55 0 Shares
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7.93%
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9,000 137 1,000 Shares
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10,000 561 0 Shares
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7.84%
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10,000 2,034 1,000 Shares
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15,000 502 1,000 Shares
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7.51%
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15,000 73 2,000 Shares
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20,000 371 1,000 Shares
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7.29%
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20,000 313 2,000 Shares
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
25,000 110 1,000 Shares
|
||
7.12%
|
||
25,000 388 2,000 Shares
|
||
30,000 629 2,000 Shares
|
||
6.98%
|
||
30,000 65 3,000 Shares
|
||
35,000 115 2,000 Shares
|
||
6.88%
|
||
35,000 79 3,000 Shares
|
||
40,000 65 2,000 Shares
|
||
6.77%
|
||
40,000 159 3,000 Shares
|
||
45,000 139 3,000 Shares
|
||
6.70%
|
||
45,000 2 4,000 Shares
|
||
50,000 325 3,000 Shares
|
||
6.61%
|
||
50,000 143 4,000 Shares
|
||
60,000 33 3,000 Shares
|
||
6.49%
|
||
60,000 273 4,000 Shares
|
||
70,000 101 4,000 Shares
|
||
6.38%
|
||
70,000 89 5,000 Shares
|
||
80,000 165 5,000 Shares
|
||
6.29%
|
||
80,000 6 6,000 Shares
|
||
90,000 48 5,000 Shares
|
||
6.21%
|
||
90,000 70 6,000 Shares
|
||
100,000 704 6,000 Shares
|
||
6.14%
|
||
100,000 118 7,000 Shares
|
||
200,000 239 11,000 Shares
|
||
5.71%
|
||
200,000 171 12,000 Shares
|
||
300,000 150 16,000 Shares
|
||
5.47%
|
||
300,000 104 17,000 Shares
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
400,000 94 21,000 Shares
|
||
5.31%
|
||
400,000 27 22,000 Shares
|
||
500,000 16 25,000 Shares
|
||
5.18%
|
||
500,000 153 26,000 Shares
|
||
600,000 33 30,000 Shares
|
||
5.08%
|
||
600,000 32 31,000 Shares
|
||
700,000 28 35,000 Shares 5.00%
|
||
800,000 19 39,000 Shares
|
||
4.93%
|
||
800,000 15 40,000 Shares
|
||
900,000 4 43,000 Shares
|
||
4.87%
|
||
900,000 19 44,000 Shares
|
||
1,000,000 129 48,000 Shares
|
||
4.82%
|
||
1,000,000 23 49,000 Shares
|
||
2,000,000 84 298,000 Shares 14.90%
|
||
3,000,000 16 444,000 Shares 14.80%
|
||
4,000,000 6 591,000 Shares 14.78%
|
||
5,000,000 3 738,000 Shares 14.76%
|
||
6,000,000 2 885,000 Shares 14.75%
|
||
7,000,000 4 1,031,000 Shares 14.73%
|
||
9,000,000 1 1,324,000 Shares 14.71%
|
||
16,670,000 2 2,448,000 Shares 14.69%
|
||
Total 31,796 100,020,000 Shares
|
||
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 11 ---
|
||
11
|
||
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 Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed by more than 15 times but less than 50
|
||
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 of the Global Offering –
|
||
The Hong Kong Public Offering – Reallocation ” of the Prospectus has been applied.
|
||
As a result of such reallocation, the final number of Offer Shares under the Hong Kong Public
|
||
Offering is adjusted to 100,020,000 Shares, representing 30% of the total number of Offer Shares
|
||
initially available under the Global Offering, and the final number of Offer Shares under the
|
||
International Offering is adjusted to 233,380,000 Shares, representing 70% of the total number of
|
||
Offer Shares initially available under the Global Offering.
|
||
Placing to connected clients with a prior consent under paragraph 5(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate certain Offer
|
||
Shares in the International Offering to the connected clients. The allocation of Offer Shares to such
|
||
connected clients is in compliance with all the conditions under the consent granted by the Stock
|
||
Exchange.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Details of the placement to the connected clients are set out below:
|
||
No. Connected Client
|
||
Connected
|
||
Distributor
|
||
Relationship with
|
||
the Connected
|
||
Distributor
|
||
Whether the
|
||
connected clients
|
||
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 allocated the
|
||
connected client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
under the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital
|
||
upon completion
|
||
of the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. China Asset Management
|
||
(Hong Kong) Limited
|
||
(“China AM HK ”)(1)
|
||
CLSA Limited
|
||
(“CLSA”)
|
||
China AM HK is a
|
||
member of the same
|
||
group of CLSA
|
||
Discretionary basis 3,500,000 1.05% 0.26%
|
||
2. CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”)(2)
|
||
CLSA CSI is a member of
|
||
the same group of
|
||
CLSA
|
||
Non-discretionary
|
||
basis
|
||
3,800,000 1.14% 0.28%
|
||
Notes:
|
||
1. China AM HK proposes to subscribe for and hold the Offer Shares as a placee under the International Offering
|
||
in accounts in its capacity as the discretionary fund manager managing assets on behalf of its underlying client,
|
||
ChinaAMC Select Greater China Technology Fund (the “China AM HK Ultimate Client ”). China AM HK
|
||
is not a collective investment schemes which is not authorized by the SFC, nor is expected to hold the Offer
|
||
Shares on behalf of such scheme.
|
||
To the best knowledge of China AM HK after making all reasonable enquiries, the China AM HK Ultimate
|
||
Client is an independent third party of (i) China AM HK, CLSA and the companies which are members of the
|
||
same group of CLSA and (ii) the Company, its subsidiaries and its substantial shareholders.
|
||
2. CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf
|
||
of its ultimate client (the “CSI Ultimate Client ”), on a non-discretionary basis.
|
||
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 it in connection with a total return swap order (the “CSI Client TRS ”) placed and
|
||
fully funded by the CSI Ultimate Client, by which CSI will pass the full economic exposure of the Offer Shares
|
||
placed to CSI to the CSI Ultimate Client.
|
||
As confirmed by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares, but will
|
||
contractually agree to pass on the full economic exposure and return of the Offer Shares to the CSI Ultimate
|
||
Client, on a non-discretionary basis. The CSI Ultimate Client may exercise their early termination rights to
|
||
terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should be on or after
|
||
the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity or termination of
|
||
the CSI Client TRS by the CSI Ultimate 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
|
||
have taken into account all the economic returns or economic loss in relation to the Offer Shares and the fixed
|
||
amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS. Due to its internal policy, CSI
|
||
will not exercise the voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
CSI is not a collective investment schemes which is not authorized by the SFC, nor is expected to hold the Offer
|
||
Shares on behalf of such scheme.
|
||
The CSI Ultimate Client is a China onshore investment fund. It has no ultimate beneficial owner holding 30%
|
||
or more of its interest. To the best knowledge of CSI after making all reasonable enquiries, the CSI Ultimate
|
||
Client is an independent third party of (i) CSI, CLSA and the companies which are members of the same group
|
||
of CLSA and (ii) the Company, its subsidiaries and its substantial shareholders.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated June 18, 2025 issued by Eternal Beauty
|
||
Holdings Limited for detailed information about the Global Offering described below before
|
||
deciding whether or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be
|
||
entitled to terminate their obligations under the Hong Kong Underwriting Agreement with
|
||
immediate effect upon the occurrence of any of the events set out in the paragraph headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
|
||
Hong Kong Underwriting Agreement – Grounds for Termination ” in the Prospectus at any time
|
||
prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
|
||
June 26, 2025).
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering (assuming the Over-allotment Option
|
||
is not exercised and without taking into account any Shares which may be allotted and issued
|
||
upon the exercise of any options granted under the Pre-IPO Share Option Scheme and any options
|
||
which may be granted under the Share Option Scheme), an aggregate of 333,400,000 Shares or
|
||
approximately 25% of the total issued share capital of the Company will be held in the public
|
||
hands, satisfying the minimum percentage requirement in compliance with Rule 8.08(1) of the
|
||
Listing Rules.
|
||
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
|
||
will not hold more than 50% of the Shares held in the 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.
|
||
COMMENCEMENT OF DEALINGS
|
||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, June 26,
|
||
2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the paragraph headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has not been
|
||
exercised. Investors who trade the Shares on the basis of publicly available allocation details prior
|
||
to the receipt of Share certificates or prior to the Share certificates becoming valid evidence of title
|
||
do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday, June
|
||
26, 2025 (Hong Kong time), it is expected that dealings in the Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Thursday, June 26, 2025 (Hong Kong time). The Shares will be traded
|
||
in board lots of 1,000 Shares each, and the stock code of the Shares will be 6883.
|
||
By order of the Board
|
||
Eternal Beauty Holdings Limited
|
||
ʮ̡
|
||
Mr. Lau Kui Wing
|
||
Chairman of the Board
|
||
Hong Kong, June 25, 2025
|
||
As at the date of this announcement, the Board comprises: (i) Mr. Lau Kui Wing, Ms. Lam
|
||
King, Ms. Lau Wing Yin and Mr. Chu Wai Tsun, Baggio as executive directors and (ii) Mr. Tao
|
||
Chi Keung, Mr. Nagy Guillaume Nicolas Sébastien and Ms. Chan Soh Cheng as independent
|
||
non-executive directors.
|