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hk-ipo/data/extracted_text/06960/allotment_results_2025-08-25_2025082502151.txt
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--- page 1 ---
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock
Exchange ’’) and Hong Kong Securities C learing 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 f or any loss howsoever arising fro m or in reliance upon the whole or any
part of the contents of this announcement.
Unless otherwise defined in this a nnouncement, capitalized terms used herein shall have the same meanings as
those defined in the prospectus dated August 18, 2025 (the ‘‘Prospectus ’’) issued by SHUANGDENG GROUP
CO., LTD. (the ‘‘Company ’’).
This announcement is for information purposes only and does not con stitute an invitation or offer to acquire,
purchase or subscribe for securities. This announcement is not a prospectu s. Potential investors should read
Prospectus for detailed information about the Company and the Global Offering described below before
deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, dist ribution, 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 c onstitute or form a part of any offer or solic itation to purchase or subscribe for
securities in the United States or in any other jurisdic tions. The securities mentioned herein have not been,
and will not be, registered under the United States Secu rities Act of 1933 as amended from time to time (the
‘‘U.S. Securities Act ’’) or securities law of any state or other jurisdiction of the United States and may not be
offered, sold, pledged or otherwise t ransferred within the United States except in transactions exempt from, or
not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of
securities in the United States. The Offer Shares are b eing offered and sold outside the United States in
offshore transactions in reliance on Reg ulation S under the U.S. Securities Act.
In connection with the Global Offeri ng, China International Capital C orporation Hong Kong Securities
Limited, as stabilizing manager (the ‘‘Stabilizing Manager ’’), or any person acting for it, on behalf of the
Underwriters, may over-allocate or effect transactions with a view to s tabilizing or supporting the market
price of the Shares at a level higher than that which might otherwise prevail for a limited period after the
Listing Date. However, there is no obligation on t he Stabilizing Manager, or any person acting for it to
conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of
the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such
stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of
applications under the Hong Kong P ublic Offering. Such stabilizing action, if taken, may be effected in all
jurisdictions where it is permissible to do so, in each c ase in compliance with all applicable laws, rules and
regulatory requirements, in cluding the Securities and Futures (Pric e Stabilizing) Rules (Chapter 571W of the
Laws of Hong Kong), as amended, ma de under the Securities and Futu res Ordinance (Chapter 571 of the
Laws of Hong Kong).
Potential investors should be aware that no stabilizin g action can be taken to support the price of the Shares
for longer than the stabilization period, which begins o n the Listing Date and is expected to expire on the 30th
day after the last day for lodging applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could
fall.
Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and
on behalf of the Hong Kong Underwriters and Overall Coordinators) shall be entitled to terminate their
obligations under the Hong Kong Underwriting Agreeme nt with immediate effect upon the occurrence of any
of the events set out in the section 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 L isting Date (which is currently expected to be on
Tuesday, August 26, 2025).
1
--- page 2 ---
SHUANGDENG GROUP CO., LTD.
雙登集團股份有限公司
(A joint stock company incorporated in the People s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the
Global Offering
: 58,557,000 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 5,856,000 H Shares
Number of International Offer Share s : 52,701,000 H Shares (subject to the
Over-allotment Option)
Final Offer Price : HK$14.51 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Hong Kong Stock Exchange trading fee
of 0.00565% and AFRC transaction
levy of 0.00015%
Nominal Value : RMB1.00 per H Share
Stock Code : 6960
Joint Sponsors, Sponsor-Overall Coor dinators, Overall Coordinators,
Joint Global Coordinators, Joint Boo krunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
2
--- page 3 ---
3
SHUANGDENG GROUP CO., LTD. / 雙登集團股份有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
defined in the prospectus dated 18 August 2025 (the “Prospectus”) issued by SHUANGDENG GROUP CO., LTD. (the
“Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and
prospective investors should be aware that the price of the H Shares could move substantially even with a small
number of H Shares traded and should exercise extreme caution when dealing in the H Shares.
SUMMARY
Company information
Stock code 6960
Stock short name SHUANGDENG
Dealings commencement date 26 August 2025*
*see note at the end of the announcement
Price Information
Final Offer Price HK$14.51
Offer Price Range N/A
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares (before exercise of the Over-allotment
Option)
58,557,000
Number of Offer Shares in Hong Kong Public Offering 5,856,000
Number of offer shares in International Offering (before exercise
of the Over-allotment Option)
52,701,000
Number of issued shares upon Listing (before exercise of the
Over-allotment Option)
416,826,000
Over-allocation
No. of Offer Shares over-allocated 8,783,500
International Offering 8,783,500
Such over -allocation may be covered by exercising the Over -allotment Option or by making purchases in the
secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of
these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
Exchanges website.
Proceeds
Gross proceeds (Note) HK$849.66 million
Less: Estimated listing expenses payable based on Final Offer
Price
HK$(93.40) million
Net proceeds HK$756.26 million
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of proceeds,
please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The Company will adjust
the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes as set out
in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
--- page 4 ---
4
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 217,990
No. of successful applications 11,712
Subscription level 3,876.25 times
No. of Offer Shares initially available under the Hong Kong Public
Offering
5,856,000
Final no. of Offer Shares under the Hong Kong Public Offering 5,856,000
% of Offer Shares under the Hong Kong Public Offering to the Global
Offering
10.00%
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 137
Subscription Level 18.75 times
No. of Offer Shares initially available under the International Offering 52,701,000
Final no. of Offer Shares under the International Offering 52,701,000
% of Offer Shares under the International Offering to the Global Offering 90.00%
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares subscribed
by the placees and the public have been financed directly or indirectly by the Company, any of the Directors, Supervisors,
chief executive of the Company, controlling shareholders, substantial shareholders, existing shareholders of the Company
or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the public who have
purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors, Supervisors,
chief executive of the Company, controlling shareholders, substantial shareholders, existing shareholders of the Company
or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other
disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
--- page 5 ---
5
Cornerstone Investors
Investor
No. of Offer
Shares
allocated
% of Offer
Shares Note 1
% of total issued H-
shares after the
Global Offering Note
1
% of total issued
share capital
after the Global
Offering Note 1
Existing
shareholders
or their close
associates
Sanshui Venture
Capital Co., Limited /
三水創業投資有限
公司
16,453,500 28.10% 11.58% 3.95% No
Subtotal 16,453,500 28.10% 11.58% 3.95%
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors” of
the Prospectus.
--- page 6 ---
6
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer Shares
allocated
% of Offer
Shares Note 1
% of total
issued H-
shares after the
Global
Offering Note 1
% of total
issued share
capital after the
Global Offering
Note 1
Relationship
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
Listing Applicants in relation to allocations to connected clients Note 2
Huatai Capital
Investment
Limited
(“HTCI”)
2,182,000 3.73% 1.54% 0.52% Connected Client
ICBC Wealth
Management
Co., Ltd.Note (3)
(“ICBC WM”)
810,000 1.38% 0.57% 0.19% Connected Client
Bosera Asset
Management
(International)
Co., Ltd.
(“Bosera AM”)
270,000 0.46% 0.19% 0.06% Connected Client
CSOP Asset
Management
Limited
(“CSOP AM”)
53,000 0.09% 0.04% 0.01% Connected Client
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed
“Allottees with waivers/consents obtained International Offering allotees with consent under paragraph
1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations to connected clients” of this announcement.
3. For the purpose of participation in the International Offering as a placee, ICBC WM has engaged Invesco
Great Wall Fund Management Co., Ltd., Everbright PGIM Fund and Great Wall Fund Management Co.,
Ltd., asset managers that are qualified domestic internat ional investors as approved by the relevant PRC
authority, to subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of ICBC WM.
Each of Invesco Great Wall Fund Management Co., Ltd., Everbright PGIM Fund and Great Wall Fund
Management Co., Ltd. is an independent third party of ICBC WM.
--- page 7 ---
7
LOCK-UP UNDERTAKINGS
Shareholders of Unlisted Shares
Name
Number of
shares held in
the Company
subject to lock-
up undertakings
upon listing
Number of H
Shares held in
the Company
subject to
lock-up
undertakings
upon listing
% of total issued
H-shares after the
Global Offering
subject to lock-up
undertakings
upon listing Note 1
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing Note 1
Last day subject to
the lock-up
undertakings Note 2
Mr. Yang Shanji / 楊
善基
138,310,000 - - 33.18% 25 February 2026
(First Six-month
Period)Note 2
25 August 2026
(Second Six-month
Period)Note 3
Shuangdeng
Investment
Management
(Shanghai) Co., Ltd. /
雙登投資管理(上
海)有限公司
98,630,000 10,960,000 7.72% 26.29% 25 February 2026
(First Six-month
Period)Note 2
25 August 2026
(Second Six-month
Period)Note 3
Taizhou Heying
Enterprise
Management Center
(Limited Partnership)
/ 泰州市合贏企業管
理中心(有限合
夥)
19,000,000 - - 4.56% 25 February 2026
(First Six-month
Period)Note 2
25 August 2026
(Second Six-month
Period)Note 3
Taizhou Hexin
Enterprise
Management Center
(Limited Partnership)
/ 泰州合鑫企業管理
中心(有限合夥)
13,600,000 - - 3.26% 25 February 2026
(First Six-month
Period)Note 2
25 August 2026
(Second Six-month
Period)Note 3
Xiamen Hengsheng
Zizhu Equity
Investment
Partnership (Limited
Partnership) / 廈門恒
盛紫竹股權投資合
夥企業(有限合
夥)
5,233,300 1,000,000 0.70% 1.50% 25 August 2026Note 4
Subtotal 274,773,300 11,960,000 8.42% 68.79%
--- page 8 ---
8
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
period ends on February 25, 2026 and for the second six-month period ends on August 25, 2026.
3. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
indicated date.
4. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
--- page 9 ---
9
Pre-IPO Investors
Name
Number of H-
shares held in the
Company subject
to lock-up
undertakings upon
listing
% of total issued H-
shares after the
Global Offering
subject to lock-up
undertakings upon
listing Note 1
% of shareholding
in the Company
subject to lock-up
undertakings upon
listing Note 1
Last day subject
to the lock-up
undertakings Note 2
Zaoyang Changjiang
Venture Capital Fund
Partnership (Limited
Partnership) / 棗陽長江
創業投資基金合夥企業
(有限合夥)
22,000,000 15.49% 5.28% 25 August 2026
Mr. Qian Bingqing / 錢
冰清
12,000,000 8.45% 2.88% 25 August 2026
Mr. Zhu Shiping / 祝士
12,000,000 8.45% 2.88% 25 August 2026
Mr. Zhou Yuezhang / 周
躍章
12,000,000 8.45% 2.88% 25 August 2026
Mr. Zhou Ping / 周平 6,000,000 4.22% 1.44% 25 August 2026
Mr. Zhou Weigang / 周
偉鋼
6,000,000 4.22% 1.44% 25 August 2026
Mr. Zhai Lifeng / 翟立
1,500,000 1.06% 0.36% 25 August 2026
Xiangyang Gaoqian
Entrepreneurship
Investment Center
(Limited Partnership) /
襄陽高謙創業投資中心
(有限合夥)
35,700 0.03% 0.01% 25 August 2026
Subtotal 71,535,700 50.36% 17.16%
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
--- page 10 ---
10
Cornerstone Investor
Name
Number of H-
shares held in the
Company subject
to lock-up
undertakings upon
listing
% of total issued H-
shares after the
Global Offering
subject to lock-up
undertakings upon
listing Note 1
% of shareholding
in the Company
subject to lock-up
undertakings upon
listing Note 1
Last day subject
to the lock-up
undertakings Note 2
Sanshui Venture
Capital Co.,
Limited / 三水創
業投資有限公司
16,453,500 11.58% 3.95% 25 August 2026
Subtotal 16,453,500 11.58% 3.95%
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. In accordance with the relevant cornerstone investment agreement, the required lock-up ends on 25 August
2026. The Cornerstone Investor will cease to be prohibited from disposing of or transferring H Shares
subscribed for pursuant to the relevant cornerstone investment agreement after the indicated date.
--- page 11 ---
11
PLACEE CONCENTRATION ANALYSIS**
Placees
Number of H
Shares allotted
Allotment as % of
International Offering
(assuming no exercise of the
Over-allotment Option)
Allotment as % of
International Offering
(assuming the Over -allotment
Option is exercised and new
H Shares are issued)
Allotment as % of total Offer
Shares (assuming no exercise
of the Over- allotment Option)
Allotment as % of total
Offer Shares (assuming the
Over-allotment Option is
exercised and new H Shares
are issued)
Number of
Shares held upon Listing
% of total issued share capital
upon Listing (assuming no
exercise of the Over-allotment
Option)
· % of total issued share capita
l upon Listing (assuming the
Over-allotment Option is exer
cised and new H Shares are is
sued)
Top 1 16,453,500 31.22% 26.76% 28.10% 24.43% 16,453,500 3.95% 3.40%
Top 5 32,375,000 61.43% 52.66% 55.29% 48.08% 32,375,000 7.77% 6.69%
Top 10 41,311,000 78.39% 67.19% 70.55% 61.35% 41,311,000 9.91% 8.53%
Top 25 53,477,500 101.47% 86.98% 91.33% 79.41% 53,477,500 12.83% 12.56%
Notes
* Ranking of placees is based on the number of H Shares allotted to the placees.
H SHAREHOLDER CONCENTRATION ANALYSIS**
H
Shareholders*
Number of H
Shares allotted
Allotment as % of
International
Offering (assuming no
exercise of the Over-
allotment Option)
Allotment as % of
International Offering
(assuming the Over -
allotment Option is
exercised and new H
Shares are issued)
Allotment as % of total
Offer Shares (assuming no
exercise of the Over-
allotment Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment Option
is exercised and new H
Shares are issued)
Number of H Shares held
upon Listing
% of total issued H
Shares capital upon
Listing (assuming no
exercise of the Over-
allotment Option)
% of total issued H
Shares capital upon
Listing (assuming the
Over-allotment Option
is exercised and new H
Shares are issued)
Number of Shares held upon
Listing
Top 1 0 0.00% 0.00% 0.00% 0.00% 22,000,000 15.49% 14.59% 22,000,000
Top 5 16,453,500 31.22% 26.76% 28.10% 24.43% 74,453,500 52.41% 49.36% 74,453,500
Top 10** 27,777,000 52.71% 45.18% 47.44% 41.25% 108,737,000 76.55% 72.09% 378,277,000
Top 25 47,261,000 89.68% 76.87% 80.71% 70.18% 130,721,000 92.02% 86.66% 405,494,300
Notes
* Ranking of H Shareholders is based on the number of H Shares (of all classes) held by the H Shareholders upon Listing.
--- page 12 ---
12
** Including the Controlling Shareholders, namely Mr. Yang, Ms. Qian Wuzhen(錢五珍), Shuangdeng Investment, Taizhou Heying, Taizhou Hexin, Taizhou
Hechuang and Taizhou Hanfu.
SHAREHOLDER CONCENTRATION ANALYSIS**
Shareholders
Number of H
Shares allotted
Allotment as % of
International Offering
(assuming no exercise of
the Over-allotment
Option)
Allotment as % of
International Offering
(assuming the Over -
allotment Option is
exercised and new H
Shares are issued)
Allotment as % of total
Offer Shares (assuming no
exercise of the Over-
allotment Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment Option
is exercised and new H
Shares are issued)
Number of H Shares held
upon Listing
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% 10,960,000 280,500,000 67.29% 65.91%
Top 5 16,453,500 31.22% 26.76% 28.10% 24.43% 73,413,500 342,953,500 82.28% 80.58%
Top 10 23,580,500 44.74% 38.35% 40.27% 35.02% 105,540,500 380,313,800 91.24% 89.36%
Top 25 47,261,000 89.68% 76.87% 80.71% 70.18% 130,721,000 405,494,300 97.28% 95.27%
Notes
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
** Including the Controlling Shareholders, namely Mr. Yang, Ms. Qian Wuzhen(錢五珍), Shuangdeng Investment, Taizhou Heying, Taizhou Hexin, Taizhou
Hechuang and Taizhou Hanfu.
--- page 13 ---
13
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 217, 990 valid applications
made by the public will be conditionally allocated on the basis set out below:
NO. OF
SHARES
APPLIED
FOR
NO. OF VALID
APPLICATIONS
BASIS OF ALLOTMENT/BALLOT APPROXIMATE
PERCENTAGE
ALLOTED OF THE
TOTAL NO. OF
SHARES APPLIED
FOR
POOL A
500 62,059 36 out of 62,059 to receive 500 Shares 0.06%
1,000 14,760 17 out of 14,760 to receive 500 Shares 0.06%
1,500 9,337 16 out of 9,337 to receive 500 Shares 0.06%
2,000 5,916 14 out of 5,916 to receive 500 Shares 0.06%
2,500 4,614 13 out of 4,614 to receive 500 Shares 0.06%
3,000 10,065 35 out of 10,065 to receive 500 Shares 0.06%
3,500 2,438 10 out of 2,438 to receive 500 Shares 0.06%
4,000 2,249 10 out of 2,249 to receive 500 Shares 0.06%
4,500 1,505 8 out of 1,505 to receive 500 Shares 0.06%
5,000 7,314 42 out of 7,314 to receive 500 Shares 0.06%
6,000 5,001 35 out of 5,001 to receive 500 Shares 0.06%
7,000 3,791 31 out of 3,791 to receive 500 Shares 0.06%
8,000 2,211 20 out of 2,211 to receive 500 Shares 0.06%
9,000 3,066 32 out of 3,066 to receive 500 Shares 0.06%
10,000 8,761 101 out of 8,761 to receive 500 Shares 0.06%
15,000 5,496 95 out of 5,496 to receive 500 Shares 0.06%
20,000 4,551 105 out of 4,551 to receive 500 Shares 0.06%
25,000 3,976 115 out of 3,976 to receive 500 Shares 0.06%
30,000 3,358 117 out of 3,358 to receive 500 Shares 0.06%
35,000 2,497 101 out of 2,497 to receive 500 Shares 0.06%
40,000 2,241 104 out of 2,241 to receive 500 Shares 0.06%
45,000 1,556 81 out of 1,556 to receive 500 Shares 0.06%
50,000 3,709 215 out of 3,709 to receive 500 Shares 0.06%
60,000 2,661 185 out of 2,661 to receive 500 Shares 0.06%
70,000 2,544 206 out of 2,544 to receive 500 Shares 0.06%
80,000 1,898 176 out of 1,898 to receive 500 Shares 0.06%
90,000 1,469 153 out of 1,469 to receive 500 Shares 0.06%
100,000 9,200 1,065 out of 9,200 to receive 500 Shares 0.06%
--- page 14 ---
14
200,000 5,524 1,279 out of 5,524 to receive 500 Shares 0.06%
300,000 4,145 1,439 out of 4,145 to receive 500 Shares 0.06%
Total: 197,912 Total number of Pool A successful
applicants: 5,856
POOL B
400,000 5,804 771 out of 5,804 to receive 500 Shares 0.02%
500,000 3,127 519 out of 3,127 to receive 500 Shares 0.02%
600,000 2,185 435 out of 2,185 to receive 500 Shares 0.02%
700,000 1,472 342 out of 1,472 to receive 500 Shares 0.02%
800,000 1,065 283 out of 1,065 to receive 500 Shares 0.02%
900,000 771 230 out of 771 to receive 500 Shares 0.02%
1,000,000 2,176 722 out of 2,176 to receive 500 Shares 0.02%
1,500,000 1,145 570 out of 1,145 to receive 500 Shares 0.02%
2,000,000 924 614 out of 924 to receive 500 Shares 0.02%
2,928,000 1,409 1,370 out of 1,409 to receive 500 Shares 0.02%
Total: 20,078 Total number of Pool B successful
applicants: 5,856
--- page 15 ---
15
As of the date of this announcement, the relevant subscription monies previously deposited in the designated nominee
accounts have been remitted back to the accounts of all HKSCC participants. Investors should contact their
relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which consent
has been obtained, the Company has complied with the Listing Rules and guidance materials in relation to the
placing, allotment and listing of the Companys shares.
The Directors confirm that, to the best of their knowledge, 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 Stock Exchange trading fee
payable.
OTHERS / ADDITIONAL INFORMATION
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of their connected distributors
pursuant to the Placing Guidelines. Please refer to the section headed “Allotment Results Details International Offering
Allotees with Waivers/Consents Obtained” in this announcement for details. The Company has applied to the Stock
Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit
the Company to allocate such 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.
Details of the placement to connected clients are set out below.
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16
Part A Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
No. Connected
Distributor
Connected Client Relationship with
the Connected
Distributor
Whether the
Connected Client
is a collective
investment
scheme which is
not authorised by
the SFC or is
expected to hold
the Offer Shares
on behalf of such
scheme
Number of Offer
Shares allocated
to the connected
client
Approximate
percentage of total
number of Offer
Shares (assuming
the Over-
allotment Option
is not exercised)
Approximate
percentage of total
Shares in issue
immediately
following the
completion of
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
1. Huatai Financial
Holdings (Hong
Kong) Limited
(“HTFH”)
Huatai Capital
Investment
Limited
(“HTCI”)
Please refer to Note
(1).
No 2,182,000 3.73% 0.52%
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17
Part B Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
No. Connected Distributor Connected Client Relationship with
the Connected
Distributor
Whether the
Connected Client
is a collective
investment
scheme which is
not authorised by
the SFC or is
expected to hold
the Offer Shares
on behalf of such
scheme
Maximum
number of Offer
Shares (rounded
down to nearest
whole board lot
of 500 Shares) to
be allocate to the
connected client
Approximate
percentage of
total number of
Offer Shares
(assuming the
Over-allotment
Option is not
exercised)
Approximate
percentage of
total Shares in
issue immediately
following the
completion of
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
1. ICBC International
Securities Limited
(“ICBC”)
ICBC Wealth
Management Co., Ltd.
(“ICBC WM”)
Please refer to
Note (2) below.
No 810,000 1.38% 0.19%
2. China Merchants
Securities (HK) Co.,
Limited (“CMS”)
Bosera Asset
Management
(International) Co., Ltd
(“Bosera AM”)
Please refer to
Note (3) below.
No 270,000 0.46% 0.06%
3. Huatai Financial Holdings
(Hong Kong) Limited
(“HTFH”)
CSOP Asset Management
Limited
(“CSOP AM”)
Please refer to
Note (4) below.
No 53,000 0.09% 0.01%
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Notes:
1) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“ IPOs”) in Hong Kong. However, PRC
investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross -border derivatives trading activities. In
connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or
cornerstone investors (the “Cross-border Derivatives Trading Regime”).
Huatai Securities Co., Ltd. (“Huatai Securities”), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange
(stock code: 6886), is one of the domestic securities firms licensed to undertake cross -border derivatives trading activities. Huatai Securities entered into an ISDA
agreement (the “ISDA Agreement”) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future total return swap between Huatai
Securities and HTCI.
HTFH is an Overall Coordinator in connection with the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering
as a placee, will hold the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the “Back-to-back TRS”)
to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate
Clients (as defined below), by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate Client s, which in effect, HTCI will hold
the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Client s. HTFH, the Overall Coordinator , and HTCI are indirectly wholly -owned
subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph 1B(7) of the Placing Guidelines.
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai Ultimate Clients”) cannot directly subscribe for the Offer Shares but
may invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities, with
the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Client s will place a total return swap order (the
“Client TRS”) with Huatai Securities in connection with the Companys IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the
ISDA Agreement. In order to hedge its exposure under the Back -to-back TRS, HTCI participates in the Companys IPO and subscribes the Offer Shares through
placing order with HTFH during the International Offering.
The Huatai Ultimate Clients for purpose of this place subscription include (A) Langrun Hongling Private Equity Investment Fun d* (朗润弘翎私募证券投资基金)
whose beneficial owner is Chen Han (陈晗); and (B) the following investment funds managed by (i) Shenzhen Guoyuan Xinda Capital Management Co., Ltd. (深圳
国源信达资本管理有限公司) and (ii) Nanjing Shengquan Hengyuan Investment Co., Ltd. (南京盛泉恒元投资有限公司):
1. Managed by Shenzhen Guoyuan Xinda Capital Management Co., Ltd. (深圳国源信达资本管理有限公司)
(a) Guoyuan Zhicheng Private Equity Securities Investment Fund ( 国源志成私募证券投资基金), none of its participating shareholders hold 30% or more
interest; and
(b) Guoyuan Zhicheng Private Equity Securities Investment Fund No. 1 ( 国源志成 1 號私募证券投资基金), none of its participating shareholders hold 30%
or more interest.
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19
2. Managed by Nanjing Shengquan Hengyuan Investment Co., Ltd. (南京盛泉恒元投资有限公司)
(a) Shengquan Hengyuan Multi-Strategy Quantitative Hedge Fund No. 1 (盛泉恒元多策略量化对冲 1 号基金), none of its participating shareholders hold 30%
or more interest;
(b) Shengquan Hengyuan Quantitative Arbitrage Special No. 35 Private Equity Investment Fund ( 盛泉恒元量化套利专项 35 号私募证券投资基金), none of
its participating shareholders hold 30% or more interest; and
(c) Shengquan Hengyuan Quantitative Balanced Special No. 87 Private Equity Investment Fund ( 盛泉恒元量化均衡专项 87 号私募证券投资基金), none of
its participating shareholders hold 30% or more interest.
To the best of knowledge of HTCI and after making all reasonable enquiries, each of the Huatai Ultimate Clients is an independent third party of HTCI, HTFH and
the companies which are members of the same group of companies as HTFH.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back -to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate
Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, all economic
returns of the Offer Shares will be passed to the Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be borne by
the Huatai Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (“ QDII”) in the way that the
Huatai Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure
on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back -to-back TRS and the Client TRS
factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the
time of termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which s hould be
on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or ea rly termination of the Client TRS by the
Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Client will receive a final termination amount of the
Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client
TRS, the Huatai Ultimate Client s intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai Ultima te
Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Back-
to-back TRS by way of a new issuance or a tenor extension.
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the e conomic exposure to the Huatai Ultimate
Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company . Due to its internal policy,
HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
--- page 20 ---
20
During the life of the Client TRS and Back -to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer
Shares in a prime brokerage account for stock borrowing purposes (as further described below).
As permitted under the contractual arrangement with the Huatai Ultimate Client s, HTCI will lend out its holding of underlying Offer Shares in the form of stock
borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back t he Offer Shares on loan at any time in
order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests to be passed to the Huatai Ultimate Clients will remain unchanged.
2) For the purpose of participation in the International Offering as a placee, ICBC WM has engaged Invesco Great Wall Fund Management Co., Ltd., Everbright PGIM
Fund and Great Wall Fund Management Co., Ltd., asset managers that are qualified domestic international investors as approved by the relevant PRC authority, to
subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of ICBC WM. Each of Invesco Great Wall Fund Management Co., Ltd., Everbright
PGIM Fund and Great Wall Fund Management Co., Ltd. is an independent third party of ICBC WM.
ICBC has been appointed as a Capital Market Intermediary and acts as one of the Hong Kong Underwriters and International Underwriters in the Global Offering.
Each of ICBC WM and ICBC is a member of the same group of companies. As a result, ICBC WM is a connected client of ICBC for the purposes of 1B(7) of Appendix
F1 to the Listing Rules.
ICBC WM will hold the Offer Shares in its capacity as discretionary fund manager managing assets on behalf of its underlying clients. Each of the underlying clients
of ICBC WM is an independent third party of ICBC WM, ICBC and the companies which are members of the same group of ICBC. None of the underlying clients of
ICBC WM hold 30% or more interest in the participating funds.
3) Bosera AM will hold the Offer Shares in its capacity as discretionary fund manager managing assets on behalf of its underlying clients. Each of the underlying clients
of Bosera AM is an independent third party of Bosera AM, CMS and the companies which are members of the same group of CMS. None of the underlying clients of
Bosera AM hold 30% or more interest in the funds and sub-funds under Bosera AMs management.
4) CSOP AM is the discretionary investment manager of China New Balance Opportunity Fund (the “CSOP AM Ultimate Client”) whose investors are, to the best of
CSOP AMs knowledge, independent third parties of the Connected Clients, HTFH and the companies which are members of the same group of HTFH. The only
ultimate beneficial owner holding 30% or more interest of the CSOP AM Ultimate Client is CMB Wing Lung (Nominee) Ltd. There is no ultimate beneficial owner
holding 30% or more interest in CMB Wing Lung (Nominee) Ltd.
CSOP AM confirms that, to the best of its knowledge, for the funds and sub-funds under its respective management, any investors holding 30% or more interest and
their ultimate beneficial owners do not have any relationship with each of the Company, its subsidiaries, its Controlling Shareholders and its substantial shareholders.
--- page 21 ---
21
DISCLAIMERS
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)
and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of
this announcement, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
States (including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
securities in the United States. The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities may
not be offered or sold in the United States except pursuant to an exemption from the registration requirements
of the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United
States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of
securities in the United States.
The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the
Prospectus dated 18 August 2025 issued by SHUANGDENG GROUP 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 Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters and Overall Coordinators) 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 26 August 2025).
--- page 22 ---
PUBLIC FLOAT
Immediately following the completion of the Global Offering (before any exercise of the
Over-allotment Option) an aggregate of 119,092 ,700 H Shares, representing approximately
28.57% of the total number of shares in the class to which H Shares belong of our Company
will be counted towards the public float. Ther efore, the number of H Shares held in public
hands is higher than the prescribed percent age of H Shares required to be held in public
hands of 24.80% of the total number of shares in the class to which H Shares belong under
Rule 19A.13A(1) of the Listing Rules.
Based on the final Offer Price of HK$14.51 p er H Share, the Company satisfies the free
float requirement under Rule 1 9A.13C(1) of the Listing Rules.
The Directors confirm that, immediately follo wing the completion of the Global Offering: (i)
no placee will, individually, be placed more th an 10% of the enlarged issued share capital of
our Company; (ii) there will not be any new su bstantial Shareholder (as defined in the
Listing Rules) of our Company; (iii) the three largest public shareholders of the Company do
not hold more than 50% of the H Shares in public hands at the time of the Listing in
compliance with Rules 8.08(3) and 8.24 of the L isting Rules; and (iv) there will be at least
300 Shareholders at the time of the Listing in c ompliance with Rule 8.08(2) of the Listing
Rules.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become val id evidence of title at 8:00 a.m. on Tuesday,
August 26, 2025 (Hong Kong time), provide d that the Global Offering has become
unconditional and the right of terminat ion described in the section headed ‘‘Underwriting
Underwriting Arrangements and Expenses Hong Kong Public Offering Hong Kong
Underwriting Agreement Grounds for Termination ’’ in the Prospectus has not been
exercised. Investors who trade the H Shares o n the basis of publicly available allocation
details prior to the receipt of H Share certif icates or prior to the H Share certificates
becoming valid evidence of title do so entirely at their own risk.
22
--- page 23 ---
Assuming that the Global Offering becom es unconditional at or before 8:00 a.m. on
Tuesday, August 26, 2025 (Hong Kong time), it is expected that dealings in the H Shares on
the Stock Exchange will commence at 9:00 a.m. on Tuesday, August 26, 2025 (Hong Kong
time). The H Shares will be traded in board lots of 500 H Shares each, and the stock code of
the H Shares will be 6960.
By order of the Board
Shuangdeng Group Co., Ltd.
Dr. Yang Rui
Chairman of the Board, Executive Director
and Chief Executive Officer
Hong Kong, August 25, 2025
Directors of the Company named in the applicat ion to which this announcement relates are:
(i) Dr. Yang Rui, Dr. Yang Baofeng and Ms. He Rong as executive directors; (ii) Mr. Qian
Shan gao as non-executive director; and (iii) D r. Yin Junming, Dr. Wang Jin and Dr. Wang
Xi as independent non-executive directors.
23