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758 lines
21 KiB
Plaintext
758 lines
21 KiB
Plaintext
--- page 1 ---
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PU'ER LANCANG ANCIENT TEA CO., LTD. / 普洱瀾滄古茶股份有限公司
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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 meanings
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as those defined in the prospectus dated 14 December 2023 (the “ Prospectus”) issued by Pu'er Lancang
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Ancient Tea Co., Ltd. (the “Company”).
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SUMMARY
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Company information
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Stock code 6911
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Stock short name LANCANG TEA
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Dealings commencement date 22 December 2023*
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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$10.700
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Offer Price Range HK$10.400 - HK$14.160
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 21,000,000
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Number of Offer Shares in Public Offer (after Offer Size
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Adjustment Option and reallocation)
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2,100,000
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Number of offer shares in International Offer (after Offer
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Size Adjustment Option and reallocation)
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18,900,000
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Number of issued shares upon Listing 84,000,000
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The number of offer shares above is determined after taking into account the additional shares issued under
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the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option -
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- Public Offer -
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- International Offer -
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Over-allocation
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No. of Offer Shares over-allocated 540,800
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Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over -allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 230.49 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (70.61) million
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Net proceeds HK$ 159.88 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the Prospectus dated 14 December 2023.
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--- page 2 ---
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 5,922
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No. of successful applications 3,163
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Subscription level 13.23 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Public Offer 2,100,000
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Final no. of Offer Shares under the Public Offer (after exercise of
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Offer Size Adjustment Option and reallocation)
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2,100,000
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% of Offer Shares under the Public Offer to the Global Offering 10%
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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 OFFER
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No. of placees 142
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Subscription Level 1.32 times
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No. of Offer Shares initially available under the International
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Offer
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18,900,000
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Final no. of Offer Shares under the International Offer (after
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reallocation)
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18,900,000
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% of Offer Shares under the International Offer to the Global
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Offering
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, chief executive of the Company, the Controlling Shareholder Group , substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors, chief executive of the Company, the Controlling Shareholder Group,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
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close associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in
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his/her/its name or otherwise held by him/her/it.
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--- page 3 ---
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The placees in the International Offer include the following:
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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(including
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over-
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allocated
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shares)
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% of total
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issued H
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Shares after
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the Global
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Offering
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% of total
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issued share
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capital after the
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Global Offering
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Existing
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shareholders or
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their close
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associates
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Harvest 2,190,800 10.17% 10.43% 2.61% No
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ROSY DAY
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INVESTMENTS
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LIMITED 934,400 4.34% 4.45% 1.11% No
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Wang Chunyu 1,869,000 8.68% 8.90% 2.23% No
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Lancang Green
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Resource
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Investment Co.,
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Ltd. 3,651,400 16.95% 17.39% 4.35% No
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China Ocean
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View Group
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Limited 2,190,800 10.17% 10.43% 2.61% No
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Total 10,836,400 50.31% 51.60% 12.90%
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Allottee who is an affiliate of a supplier of the issuer
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Investor
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No. of shares
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allocated
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% of offer
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shares
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(including
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over-
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allocated
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shares)
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% of total
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issued H Shares
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after the Global
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Offering
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% of total
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issued share
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capital after the
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Global Offering Relationship*
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ROSY DAY
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INVESTMENTS
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LIMITED 934,400 4.34% 4.45% 1.11%
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An affiliate of a
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supplier of the
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issuer
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Total 934,400 4.34% 4.45% 1.11%
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LOCK-UP UNDERTAKINGS
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Controlling Shareholder Group
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon 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
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lock-up undertakings
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Du Chunyi / 杜春嶧 11,383,660 13.55% 21 December 2024
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Wang Juan / 王娟 8,328,599 9.91% 21 December 2024
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--- page 4 ---
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon 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
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lock-up undertakings
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Guangzhou Tiansu
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Information Technology
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Co., Ltd. / 廣州天速信
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息科技有限公司
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4,968,000 5.91% 21 December 2024
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Shi Ailing / 石艾靈 3,857,537 4.59% 21 December 2024
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Shi Yue / 石躍 1,677,760 2.00% 21 December 2024
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Subtotal 30,215,556 35.97%
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The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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Pre-IPO Investors (as defined in the “History and Corporate Structure” section of the Prospectus)
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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Kaiyi Hengzheng / 凱易
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恆正
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2,850,000 3.39% 21 December 2024
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Zheng Wenping / 鄭文平 2,850,000 3.39% 21 December 2024
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Shenzhen Jingmai New
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Industry Partnership
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(Limited Partnership) /
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深圳景邁新實業合夥企
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業(有限合夥)
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2,700,000 3.21% 21 December 2024
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Wu Zhize / 吳志澤 1,620,000 1.93% 21 December 2024
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Pingyang Junquan
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Xinben Investment
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Partnership (Limited
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Partnership) / 平陽浚泉
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信本投資合夥企業(有
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限合夥)
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1,500,000 1.79% 21 December 2024
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Foshan Huijia Industrial
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Co., Ltd. / 佛山市薈嘉
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實業有限公司
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1,027,872 1.22% 21 December 2024
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Pu'er Guming
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Management Partnership
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(Limited Partnership) /
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普洱古茗管理合夥企業
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(有限合夥)
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600,000 0.71% 21 December 2024
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--- page 5 ---
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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Pingyang Junquan
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Shenshi Equity
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Investment Partnership
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(Limited Partnership) /
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平陽浚泉慎始股權投資
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合夥企業(有限合夥)
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600,000 0.71% 21 December 2024
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Xinyu Xinzhonghe
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Investment Management
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Center (Limited
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Partnership) / 新余信中
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合投資管理中心(有限
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合夥)
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600,000 0.71% 21 December 2024
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Subtotal 14,347,872 17.08%
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The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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Existing Shareholders (other than the Pre-IPO Investors as defined in the “History and Corporate
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Structure” section of the Prospectus)
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Name
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Number of shares held
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in the Company subject
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to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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Others / 其他 9,953,658 11.85% 21 December 2024
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Guangzhou Wujin
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Investment Partnership
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(Limited Partnership) /
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廣州烏金投資合夥企業
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(有限合夥)
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3,000,000 3.57% 21 December 2024
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Yang Xiu / 楊秀 1,500,000 1.79% 21 December 2024
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Xu Weixian / 徐維仙 1,240,000 1.48% 21 December 2024
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Zhou Rongchang / 周榮
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昌
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1,232,761 1.47% 21 December 2024
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Xiao Minghuan / 肖明煥 810,153 0.96% 21 December 2024
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Li Congmei / 李從妹 700,000 0.83% 21 December 2024
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Subtotal 18,436,572 21.95%
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The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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--- page 6 ---
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Cornerstone Investors
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Name
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Number of
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shares held in the
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Company subject
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to lock-up
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undertakings
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upon listing
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% of total issued H-
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shares after the
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Global Offering
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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
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subject to
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the lock-up
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undertakings
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Lancang Green
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Resource Investment
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Co., Ltd. / 瀾滄綠色
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資源投資有限公司
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3,651,400 17.39% 4.35% 21 June 2024
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HARVEST / 嘉實 2,190,800 10.43% 2.61% 21 June 2024
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China Ocean View
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Group Limited / 中國
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海景集團有限公司
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2,190,800 10.43% 2.61% 21 June 2024
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Wang Chunyu / 王春
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宇
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1,869,000 8.90% 2.23% 21 June 2024
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ROSY DAY
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INVESTMENTS
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LIMITED / 興日投資
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有限公司
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934,400 4.45% 1.11% 21 June 2024
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Subtotal 10,836,400 51.60% 12.90%
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In accordance with the relevant Listing Rule/guidance materials, the required lock-up ends on 21 June 2024.
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--- page 7 ---
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PLACEE CONCENTRATION ANALYSIS
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Placees
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Number of H
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Shares allotted
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Allotment as % of
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International Offering
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(assuming no exercise of
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the Over-allotment
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Option)
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Allotment as % of
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International Offering
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(assuming the Over-
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allotment Option is
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exercised and new H
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Shares are issued)
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Allotment as % of total
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Offer Shares (assuming no
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exercise of the Over-
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allotment Option)
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Allotment as % of total
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Offer Shares (assuming
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the Over-allotment
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Option is exercised and
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new H Shares are
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issued)
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Number of
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Shares held upon Listing
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% of total issued share
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capital upon Listing
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(assuming no exercise of the
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Over-allotment Option)
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·% of total issued share
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capital upon Listing
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(assuming the Over-
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allotment Option is
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exercised and new H
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Shares are issued)
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Top 1 4,191,600 22.18% 21.56% 19.96% 19.46% 4,191,600 4.99% 4.96%
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Top 5 14,093,600 74.57% 72.49% 67.11% 65.43% 14,093,600 16.78% 16.67%
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Top 10 18,662,600 98.74% 96.00% 88.87% 86.64% 18,662,600 22.22% 22.08%
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Top 25 19,417,200 102.74% 99.88% 92.46% 90.14% 19,417,200 23.12% 22.97%
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Notes
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* Ranking of placees is based on the number of H Shares allotted to the placees.
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--- page 8 ---
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H SHAREHOLDERS CONCENTRATION ANALYSIS
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H
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Shareholders*
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Number of
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H Shares
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allotted
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Allotment as
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% of
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International
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Offering
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(assuming no
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exercise of
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the Over-
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allotment
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Option)
|
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Allotment as
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% of
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International
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Offering
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(assuming
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the Over-
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allotment
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Option is
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exercised
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and new H
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Shares
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issued)
|
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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
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the Over-
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allotment
|
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Option is
|
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exercised
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and new H
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Shares are
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issued)
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Number of H
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Shares held
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upon Listing
|
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% of total
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issued H
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Shares
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capital upon
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Listing
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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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% of
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total
|
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issued H
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Shares
|
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capital
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upon
|
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Listing
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(assuming
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the Over-
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allotment
|
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Option is
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exercised
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and
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new H
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Shares
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are
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issued)
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Number of
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Shares held
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upon Listing
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Top 1 4,191,600 22.18% 21.56% 19.96% 19.46% 4,191,600 19.96% 19.46% 4,191,600
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Top 5 14,093,600 74.57% 72.49% 67.11% 65.43% 14,093,600 67.11% 65.43% 14,093,600
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Top 10 18,662,600 98.74% 96.00% 88.87% 86.64% 18,662,600 88.87% 86.64% 18,662,600
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Top 25 20,083,000 106.26% 103.30% 95.63% 93.23% 20,083,000 95.63% 93.23% 20,083,000
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Notes
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* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
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SHAREHOLDER CONCENTRATION ANALYSIS
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Shareholders*
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Number of
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H Shares
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allotted
|
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|
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Allotment as
|
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% of
|
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International
|
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Offering
|
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(assuming no
|
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exercise of
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the Over-
|
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allotment
|
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Option)
|
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Allotment as
|
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% of
|
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International
|
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Offering
|
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(assuming
|
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the Over-
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allotment
|
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Option is
|
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exercised
|
||
and new H
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Shares are
|
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issued)
|
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Allotment as
|
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% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 30,215,556 35.97% 35.74%
|
||
Top 5 7,843,000 41.50% 40.34% 37.35% 36.41% 7,843,000 43,908,556 52.27% 51.94%
|
||
Top 10 14,093,600 74.57% 72.49% 67.11% 65.43% 14,093,600 55,709,156 66.32% 65.90%
|
||
Top 25 18,292,600 96.79% 94.09% 87.11% 84.92% 18,292,600 71,338,942 84.93% 84.38%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 9 ---
|
||
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
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
200 2,639 528 out of 2,639 applicants to receive 200 H Shares 20.01%
|
||
400 275 99 out of 275 applicants to receive 200 H Shares 18.00%
|
||
600 758 370 out of 758 applicants to receive 200 H Shares 16.27%
|
||
800 72 44 out of 72 applicants to receive 200 H Shares 15.28%
|
||
1,000 134 94 out of 134 applicants to receive 200 H Shares 14.03%
|
||
1,200 36 29 out of 36 applicants to receive 200 H Shares 13.43%
|
||
1,400 36 31 out of 36 applicants to receive 200 H Shares 12.30%
|
||
1,600 24 21 out of 24 applicants to receive 200 H Shares 10.94%
|
||
1,800 16 15 out of 16 applicants to receive 200 H Shares 10.42%
|
||
2,000 263 200 H Shares 10.00%
|
||
3,000 965 200 H Shares plus 193 out of 965 applicants to receive an
|
||
additional 200 H Shares
|
||
8.00%
|
||
4,000 66 200 H Shares plus 27 out of 66 applicants to receive an
|
||
additional 200 H Shares
|
||
7.05%
|
||
5,000 29 200 H Shares plus 19 out of 29 applicants to receive an
|
||
additional 200 H Shares
|
||
6.62%
|
||
|
||
6,000 136 200 H Shares plus 117 out of 136 applicants to receive an
|
||
additional 200 H Shares
|
||
6.20%
|
||
7,000 30 400 H Shares 5.71%
|
||
8,000 29 400 H Shares plus 6 out of 29 applicants to receive an
|
||
additional 200 H Shares
|
||
5.52%
|
||
9,000 5 400 H Shares plus 2 out of 5 applicants to receive an
|
||
additional 200 H Shares
|
||
5.33%
|
||
|
||
10,000 153 400 H Shares plus 92 out of 153 applicants to receive an
|
||
additional 200 H Shares
|
||
5.20%
|
||
20,000 97 800 H Shares 4.00%
|
||
30,000 38 1,000 H Shares 3.33%
|
||
40,000 23 1,200 H Shares 3.00%
|
||
50,000 16 1,400 H Shares 2.80%
|
||
60,000 15 1,600 H Shares 2.67%
|
||
70,000 11 1,800 H Shares 2.57%
|
||
80,000 11 2,000 H Shares 2.50%
|
||
90,000 1 2,200 H Shares 2.44%
|
||
100,000 12 2,400 H Shares 2.40%
|
||
120,000 2 2,800 H Shares 2.33%
|
||
160,000 1 3,600 H Shares 2.25%
|
||
180,000 1 4,000 H Shares 2.22%
|
||
|
||
|
||
--- page 10 ---
|
||
200,000 6 4,400 H Shares 2.20%
|
||
300,000 5 6,400 H Shares 2.13%
|
||
Total 5,905 Total number of Pool A successful applicants: 3,146
|
||
|
||
|
||
Pool B
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
400,000 14 54,400 H Shares 13.60%
|
||
500,000 1 67,200 H Shares 13.44%
|
||
600,000 1 80,600 H Shares 13.43%
|
||
1,050,000 1 140,600 H Shares 13.39%
|
||
Total 17 Total number of Pool B successful applicants: 17
|
||
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that , except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, 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.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
1. "Others" in Lock-up Undertaking includes 48 shareholders as detailed in the section headed "History
|
||
and Corporate Structure - Major changes in our Company's shareholding structure and registered
|
||
capital - (3) The 2021 Capital Increase and Share transfers" in the Prospectus.
|
||
2. "Kaiyi Hengzheng" in Lock-up Undertaking refers to Gongqingcheng Kaiyi Hengzheng Investment
|
||
Management Partnership (Limited Partnership).
|
||
3. "Harvest" in Lock-up Undertaking refers to HARVEST INTERNATIONAL PREMIUM VALUE
|
||
(SECONDARY MARKET) FUND SPC acting on behalf of and for the account of HARVEST
|
||
PROSPERITY II SP.
|
||
|
||
|
||
--- page 11 ---
|
||
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 ment ioned 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 registra tion 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 (1) solely to qualified institutional buyers as defined in Rule
|
||
144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities
|
||
Act and (2) outside the United States in off shore 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 14 December 2023 issued by Pu'er Lancang Ancient Tea
|
||
Co., Ltd. for detailed information about the Global Offering described below before deciding whether
|
||
or not to invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves
|
||
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under
|
||
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses
|
||
– Hong Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for Termination ” in
|
||
the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
|
||
currently expected to be on 22 December 2023 ).
|
||
|
||
By Order of the Board
|
||
Pu’er Lancang Ancient Tea Co., Ltd.
|
||
Ms. Du Chunyi
|
||
Chairlady and Executive Director
|
||
Hong Kong, December 21, 2023
|
||
As at the date of this announcement, the Board comprises Ms. Du Chunyi, Ms. Wang Juan, Mr. Zhang Muheng,
|
||
Ms. Shi Yijing, Mr. Fu Gang and Mr. Liu Jiajie as executive Directors; and Ms. Cao Wei, Dr. Xie Xiaoyao and
|
||
Mr. Tang Zhangliang as independent non-executive Directors.
|