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hk-ipo/data/extracted_text/07688/allotment_results_2026-05-19_2026051901261.txt
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--- page 1 ---
1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the
contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated 12 May 2026 (the “Prospectus”) issued by Shanghai Top Numerical
Control Technology Co., Ltd. (the “Company”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securities. Potential investors should read the 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 or 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 or in any other jurisdiction. The Offer Shares have not been and will not be
registered under the United States Securities 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 transferred 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 the Offer Shares 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.
In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited, as stabilising manager
(the “Stabilising Manager”), its affiliates or any person acting for it and on behalf of the Underwriters, may
effect transactions with a view to stabilising 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
the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which,
if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affiliates or any
person acting for it, and may be discontinued at any time. Any such stabilising activity 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 Public Offering.
Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in
each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities
and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong).
Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for
longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day
after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further
stabilising action may be taken, and demand for the Shares and the price of the Shares could fall.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set
out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong
and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors
and 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 section headed “Underwriting Underwriting Arrangements and
Expenses Hong Kong Public Offering Grounds of Termination” in the Prospectus at any time prior to 8:00
a.m. (Hong Kong time) on the Listing Date.
--- page 2 ---
2
(A joint stock company incorporated in the Peoples Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 65,330,000 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 6,533,000 H Shares (subject to
reallocation)
Number of International Offer Shares : 58,797,000 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$26.39 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB0.10 per H Share
Stock code : 7688
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
--- page 3 ---
3
Shanghai Top Numerical Control Technology Co., Ltd.
ʮ̡
ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated 12 May 2026 (the “Prospectus”) issued by Shanghai Top Numerical
Control Technology 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 7688
Stock short name TOPNC
Dealings commencement date 20 May 2026*
* see note at the end of this announcement
Price Information
Offer Price HK$26.39
Offer Shares and Share Capital
Number of Offer Shares (before exercise of the Over-allotment
Option)
65,330,000
Number of Offer Shares in Hong Kong Public Offering 6,533,000
Number of Offer Shares in International Offering (before exercise of
the Over-allotment Option)
58,797,000
Number of issued Shares upon Listing (before exercise of the Over-
allotment Option)
409,281,790
Over-allocation
No. of Offer Shares over-allocated 9,799,500
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$1,724.0 million
Less: Estimated listing expenses payable based on Offer Price HK$(117.6) million
Net proceeds HK$1,606.4 million
Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use
of proceeds, please refer to the Prospectus. The Company will adjust the allocation of the net proceeds
from the exercise of the Over-allotment Option (if any) for the purpose 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 344,049
No. of successful applications 56,482
Subscription level 3,764.63 times
Reallocation No
No. of Offer Shares initially available under the Hong Kong Public Offering 6,533,000
No. of Offer Shares reallocated from the International Offering 0
Final no. of Offer Shares under the Hong Kong Public Offering 6,533,000
% of Offer Shares under the Hong Kong Public Offering to the Global Offering
(before exercise of Over-allotment Option)
10.00%
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for
the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 104
Subscription Level 30.46 times
No. of Offer Shares initially available under the International Offering 58,797,000
Final no. of Offer Shares under the International Offering 58,797,000
% of Offer Shares under the International Offering to the Global Offering (before
the exercise of the Over-allotment Option)
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, 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, 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
The placees in the International Offering include the following:
Cornerstone Investors
Investor (Note 1)
No. of Offer
Shares allocated
% of Offer
Shares (Note 2)
% of total
issued Shares
after the Global
Offering (Note 2)
Existing
Shareholders
or their close
associates
RBC Global Asset Management (Asia) Limited (“RBC”) (Note 3) 6,536,200 10.00% 1.60% No
3W Fund Management Limited (“3W”) (Note 3) 5,938,500 9.09% 1.45% No
Boyu Capital Management (Singapore) Pte. Ltd.
(“Boyu”) (Notes 3 and 4)
4,453,900 6.82% 1.09% No
HHLR Advisors, Ltd. (“HHLRA”) (Note 3) 2,969,200 4.54% 0.73% No
UBS Asset Management (Singapore) Ltd.
(“UBS AM Singapore”) (Note 3)
2,969,200 4.54% 0.73% No
CDH Global Frontier Ventures Limited (“CDH”) (Note 3) 2,969,200 4.54% 0.73% No
Cithara Global Multi-Strategy SPC Disruptive Innovation
Investment Fund SP (“Cithara Fund”)
1,484,600 2.27% 0.36% No
Fullgoal Asset Management (HK) Limited
(“Fullgoal HK”) (Note 5)
623,500 0.95% 0.15% No
Fullgoal Fund Management Co., Ltd.
(“Fullgoal Fund”) (Note 5)
267,200 0.41% 0.07% No
China Asset Management Co., Ltd.
(“China AMC”) (Note 6)
890,700 1.36% 0.22% No
Shanghai Minhang Financial Investment Development Co.,
Ltd. (ʮ̡)
(“Shanghai Minhang”) (Notes 3 and 7)
890,700 1.36% 0.22% No
TT International Asset Management Ltd
(“TT International”) (Note 8)
890,700 1.36% 0.22% No
Mirae Asset Securities (HK) Limited (“Mirae Asset”) 890,700 1.36% 0.22% No
Goldman Sachs Asset Management (Hong Kong) Limited
(“GSAM”)
890,700 1.36% 0.22% No
Total 32,665,000 50.00% 7.98%
Notes:
1. For further details of the Cornerstone Investors, please refer to the section headed “The Cornerstone
Investments The Cornerstone Investors” of the Prospectus.
2. Assuming the Over-allotment Option is not exercised.
3. Only taking into account the Offer Shares allocated to the relevant investors as Cornerstone Investors
under the Global Offering. In addition to the Offer Shares subscribed for as Cornerstone Investors, RBC,
3W, Boyu, HHLRA, UBS AM Singapore, CDH and Shanghai Minhang and/or their respective close
associates were allocated further Offer Shares as a placee in the International Offering. Please refer to the
section headed “Allotment Results Details International Offering Allotees with Consents Obtained” in
this announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject
to lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings
Cornerstone Investors” in this announcement.
--- page 6 ---
6
4. Aqua Ocean Limited, the entity entering into a Cornerstone Investment Agreement with the Company, the
Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares, is a controlled subsidiary of
Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities Master Fund is an investment fund
managed by Boyu.
5. Each of Fullgoal HK and Fullgoal Fund has entered into a Cornerstone Investment Agreement with the
Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares. Fullgoal HK
is a wholly owned subsidiary of Fullgoal Fund, which is owned by Guotai Haitong Securities Co., Ltd.
(stock code: 2611.HK/601211.SH) (“Guotai Haitong”) as to 27.775%. Guotai Junan Securities (Hong
Kong) Limited (“GTJA Securities”), one of the Overall Coordinators and Underwriters of the Global
Offering, is a subsidiary of Guotai Haitong. Haitong International Securities Company Limited (“HTIS”),
a non-syndicate sub-broker in connection with the Global Offering, is also a subsidiary of Guotai Haitong.
As advised by Fullgoal HK and Fullgoal Fund, each of Fullgoal HK and Fullgoal Fund is considered as a
member of the same group of companies as GTJA Securities and HTIS and therefore is a connected client
of GTJA Securities and HTIS for the purpose of paragraph 1B of the Placing Guidelines. For the consent
under paragraph 1C(1) of the Placing Guidelines granted by the Stock Exchange for the subscription of
Offer Shares by a connected client of GTJA Securities, please refer to the section headed “Waivers from
Strict Compliance with the Hong Kong Listing Rules Consent in respect of the Proposed Subscription
of Offer Shares by Connected Clients” of the Prospectus. The Company has also applied to the Stock
Exchange, and the Stock Exchange has granted consent under paragraph 1C(1) of the Placing Guidelines
in respect of the subscription of Offer Shares by a connected client of HTIS.
6. China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡), the entity entering into a
Cornerstone Investment Agreement with the Company, the Joint Sponsors and the Overall Coordinators to
subscribe for the Offer Shares, is a wholly-owned subsidiary of China AMC.
7. Shanghai Dalinghao Wan Xinzhi Linghang Private Equity Investment Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ(Υྫ)), the entity entering into a
Cornerstone Investment Agreement with the Company, the Joint Sponsors and the Overall Coordinators
to subscribe for the Offer Shares, is a wholly-owned subsidiary of Shanghai Minhang. Shanghai Minhang
will subscribe for Offer Shares from the International Offering as a Cornerstone Investor, through the
subscription of a specific asset management plan, namely, Guotai Haitong Junde QDII 3677 Single
Asset Management Plan ( ਷इऎஷё੻QDII3677ྌ) (“ Minhang QDII plan”) which
Shanghai Guotai Haitong Securities Asset Management Co., Ltd. (“Shanghai Guotai”) is the investment
manager, which is a connected client of GTJA Securities. For the consent under paragraph 1C(1) of the
Placing Guidelines granted by the Stock Exchange for the subscription of Offer Shares by a connected
client of GTJA Securities, please refer to the section headed “Waivers from Strict Compliance with the
Hong Kong Listing Rules Consent in respect of the Proposed Subscription of Offer Shares by Connected
Clients” of the Prospectus.
8. TT International has entered into a Cornerstone Investment Agreement with the Company, the Joint
Sponsors and the Overall Coordinators to subscribe for the Offer Shares in its capacity as the investment
manager on a discretionary basis for and on behalf of its managed account clients, pursuant to the relevant
investment management agreements, namely:
(i) TT Emerging Markets Opportunities Fund II Limited, the ultimate beneficial owner holding 30% or
more interests of which is Contra Costa County Employees Retirement Association;
(ii) TT Emerging Markets Opportunities Fund Limited, the ultimate beneficial owner holding 30% or
more interest of which is Cardinal AlternativeFocus TT Emerging Markets Fund, L.P.; and
(iii) TT Emerging Markets Equity Fund, with no ultimate beneficial owner holding 30% of more interest
therein.
To the best of the knowledge of TT International, each of such clients are Independent Third Parties.
--- page 7 ---
7
Allotees with Consents Obtained
Investor
No. of Offer
Shares allocated
% of total Offer
Shares (Note 1)
% of total issued
Shares after
the Global
Offering (Note 1) Relationship
Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants (the “Guide”) in relation to allocations of further H
Shares to Cornerstone Investors and/or their close associates (the “Double-dipping Participants”) (Note 2)
RBC 3,919,400 6.00% 0.96% Same entity as
Cornerstone
Investor
3W 3,563,100 5.45% 0.87% Same entity as
Cornerstone
Investor
Boyu(Note 3) 2,375,400 3.64% 0.58% Close associate of
a Cornerstone
Investor
HHLRA 1,484,600 2.27% 0.36% Same entity as
Cornerstone
Investor
UBS AM Singapore 1,484,600 2.27% 0.36% Same entity as
Cornerstone
Investor
CDH 1,484,600 2.27% 0.36% Same entity as
Cornerstone
Investor
Shanghai Minhang 3,700 0.01% 0.001% Same entity as
Cornerstone
Investor
Allotees with consent under paragraph 1C(1) of the Appendix F1 to the Listing Rules (the “Placing Guidelines”) and paragraph 18 of Chapter 4.15 of the
Guide in relation to allocations to connected clients (Note 4)
Guotai Junan Investments (Hong Kong) Limited (“GTJAI” or
“GTJA Investments”)
2,075,500 3.18% 0.51% Connected client
Shanghai Minhang (Note 5) 3,700 0.01% 0.001% Connected client
--- page 8 ---
8
Investor
No. of Offer
Shares allocated
% of total Offer
Shares (Note 1)
% of total issued
Shares after
the Global
Offering (Note 1) Relationship
China Galaxy International Investment Co., Limited (“CGII”) 742,300 1.14% 0.18% Connected client
Bosera Asset Management (International) Co., Ltd
(“Bosera AM”)
6,600 0.01% 0.002% Connected client
Huatai Capital Investment Limited (“HTCI”) 7,500 0.01% 0.002% Connected client
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer Shares allocated to the
investors as placees in the International Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the
section headed “Allotment Results Details International Offering Cornerstone Investors” in this announcement. For details of the consent under
Chapter 4.15 of the Guide in relation to allocations of further H Shares to the Cornerstone Investors and/or their close associates, please refer to the
section headed “Others/Additional Information Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with a
consent under paragraph 18 of Chapter 4.15 of the Guide” in this announcement.
3. Boyu acts as a fund manager of Boyu Capital Opportunities Master Fund, which is the controlling entity of Aqua Ocean Limited, a Cornerstone
Investor. Boyu is a close associate of Aqua Ocean Limited.
4. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide in relation to allocations to connected clients,
please refer to the section headed “Others/Additional Information Placing to connected clients with a prior consent under paragraph 1C(1) of the
Placing Guidelines” in this announcement.
5. For the purpose of participating in the International Offering as a placee, Shanghai Minhang has subscribed for the Offer Shares through the subscription
of a qualified domestic institutional investor fund (“QDII”) plan, which Shanghai Guotai is the investment manager of such QDII plan. Shanghai Guotai
is a connected client of GTJA Securities (one of the Overall Coordinators and Underwriters of the Global Offering) and HTIS (a non-syndicate sub-
broker in connection with the Global Offering). In addition, the Stock Exchange has granted consent under paragraph 1C(1) of the Placing Guidelines in
relation to the allocation of 890,700 H Shares to Shanghai Minhang as a Cornerstone Investor.
--- page 9 ---
9
LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of
Domestic
Shares held in
the Company
subject to lock-
up undertakings
upon Listing
Number of H
Shares held in
the Company
subject
to lockup
undertakings
upon Listing
% of total
issued Shares
in the Company
subject to
lock-up
undertakings
upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
Wang Yuhan (ˮρ䂛) 12,663,677 113,973,093 30.94% 19 May 2027
Shanghai Tuoxian
Technology Partnership
(Limited Partnership)
(ҦΥྫΆุ
(Υྫ))
0 6,624,610 1.62% 19 May 2027
Total 12,663,677 120,597,703 32.56%
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 the PRC Company Law.
The required lock-up for the Controlling Shareholders ends on 19 May 2027, being one year following the
Listing Date.
--- page 10 ---
10
Cornerstone Investors
Name
Number of H Shares
held in the Company
subject to lock-up
undertakings upon
Listing
% of total
issued Shares after
the Global Offering
subject to lock-up
undertakings upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
RBC 6,536,200 1.60% 19 November 2026
3W 5,938,500 1.45% 19 November 2026
Boyu 4,453,900 1.09% 19 November 2026
HHLRA 2,969,200 0.73% 19 November 2026
UBS AM Singapore 2,969,200 0.73% 19 November 2026
CDH 2,969,200 0.73% 19 November 2026
Cithara Fund 1,484,600 0.36% 19 November 2026
Fullgoal HK 623,500 0.15% 19 November 2026
Fullgoal Fund 267,200 0.07% 19 November 2026
China AMC 890,700 0.22% 19 November 2026
Shanghai Minhang 890,700 0.22% 19 November 2026
TT International 890,700 0.22% 19 November 2026
Mirae Asset 890,700 0.22% 19 November 2026
GSAM 890,700 0.22% 19 November 2026
Total 32,665,000 7.98%
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. In accordance with the relevant Cornerstone Investment Agreements, the required lock-up ends on 19
November 2026, being six months following the Listing Date. The Cornerstone Investors will cease to be
prohibited from disposing of or transferring H Shares subscribed for pursuant to the relevant Cornerstone
Investment Agreements after the indicated date.
--- page 11 ---
11
Other existing Shareholders (including the Pre-IPO Investors as defined in the “History and Corporate
Structure” section of the Prospectus)
Name
Number of
Domestic
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
Shares after the
Global Offering
subject to
lock-up
undertakings
upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
Li Yuhao (؀6,491,640 25,966,560 7.93% 19 May 2027
Jiang Jinzhang (ආ௝) 2,890,604 11,562,416 3.53% 19 May 2027
Ma Qun (৵໊) 1,383,968 5,535,872 1.69% 19 May 2027
Shanghai Yiding Investment Management
Centre (Limited Partnership) (ɪऎሒཻҳ༟
၍ଣʕː(Υྫ))
4,119,814 23,345,616 6.71% 19 May 2027
Bi Qingzhen (ࠊ618,798 5,569,182 1.51% 19 May 2027
Shenzhen Hehui Wealth Investment Enterprise
(Limited Partnership) (ଉέ̹ձሾৌబҳ༟
Άุ(Υྫ))
0 11,390,880 2.78% 19 May 2027
Shenzhen Zhongyi Hehui Equity Investment
Enterprise (Limited Partnership) (ଉέ̹ʕᖵ
ᛆҳ༟Άุ(Υྫ))
0 7,385,140 1.80% 19 May 2027
Zhuhai Jiufeite Changsheng Equity Investment
Fund Partnership (Limited Partnership)
(ΥྫΆุ( Ϟ
Υྫ))
0 7,000,000 1.71% 19 May 2027
Zhuhai Jiufeite Jiufu Equity Investment Fund
Partnership (Limited Partnership)
(ΥྫΆุ( Ϟ
Υྫ))
0 5,000,000 1.22% 19 May 2027
Yang Lixuan (เᘆ⥳) 0 3,000,000 0.73% 19 May 2027
Shanghai Xixiao Technology Partnership
(Limited Partnership)
(ҦΥྫΆุ(Υྫ))
0 3,100,000 0.76% 19 May 2027
Hanzhong Zhonghe Advanced Manufacturing
Industry Development Fund Partnership
(Limited Partnership) (ဏʕ଺Υ΋ආႡிପ
ΥྫΆุ(Υྫ))
0 1,000,000 0.24% 19 May 2027
Gong Wen (ᛵත) 105,000 595,000 0.17% 19 May 2027
Jiaxing CDH Geying Equity Investment
Cooperation Enterprise (Limited Partnership)
(ᛆҳ༟ΥྫΆุ
(Υྫ))
0 19,118,750 4.67% 19 May 2027
--- page 12 ---
12
Name
Number of
Domestic
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
Shares after the
Global Offering
subject to
lock-up
undertakings
upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
Changzhou Yongyuan Venture Capital
Investment Partnership (Limited Partnership)
(੬ψ͑ʩ௴ุҳ༟ΥྫΆุ(Υྫ))
1,755,820 0 0.43% 19 May 2027
Yiwu Dongshun Real Estate Limited Company
(ʮ̡)
764,750 0 0.19% 19 May 2027
Guangzhou Yujian Manufacturing Industry
Equity Investment Fund LP (ᄿψ๬਄Ⴁிପ
ΥྫΆุ(Υྫ))
1,170,540 0 0.29% 19 May 2027
Shanghai Linsong Industrial Internet
Venture Capital Fund Partnership (Limited
Partnership) (ʈุʝᑌၣ௴ุҳ༟
ΥྫΆุ(Υྫ))
0 2,248,370 0.55% 19 May 2027
ShanghaiSongfanhui Enterprise Management
Center (Limited Partnership) (ᖴිΆ
ุ၍ଣʕː(Υྫ))
0 45,880 0.01% 19 May 2027
Changzhou Xiangnong Industrial Investment
Partnership (Limited Partnership)
(੬ψୂ䙣ྼุҳ༟ΥྫΆุ(Υྫ))
2,203,840 0 0.54% 19 May 2027
Xu Jie (௫) 0 1,826,720 0.45% 19 May 2027
Jiaxing Tengyin Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟Υ
ྫΆุ(Υྫ))
769,230 0 0.19% 19 May 2027
Gongqingcheng Xinzhou Venture Capital
Partnership (Limited Partnership) (ڃ۬ڡ
ൿ௴ุҳ༟ΥྫΆุ(Υྫ))
0 4,700,000 1.15% 19 May 2027
Pan Jiaquan (Ό) 0 2,146,650 0.52% 19 May 2027
Ningbo Yujun Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟Υ
ྫΆุ(Υྫ))
0 2,000,000 0.49% 19 May 2027
Gongqingcheng Yuantuo Enterprise Investment
Partnership (Limited Partnership) (๕
Άุҳ༟ΥྫΆุ(Υྫ))
0 6,380,000 1.56% 19 May 2027
Zhuhai Junlian Tuopu Venture Capital
Enterprise (Limited Partnership) (ן
ዾ௴ุҳ༟Άุ(Υྫ))
0 2,424,250 0.59% 19 May 2027
Zhuhai Jiufit Jiufu No.5 Equity Investment Fund
Partnership (Limited Partnership) (मऎӯി
ΥྫΆุ(Υ
ྫ))
0 2,315,150 0.57% 19 May 2027
--- page 13 ---
13
Name
Number of
Domestic
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
Shares after the
Global Offering
subject to
lock-up
undertakings
upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
Yangzhou Xinyuan Equity Investment
Partnership (Limited Partnership) (౮ψ㒥ʩ
ᛆҳ༟ΥྫΆุ(Υྫ))
0 1,212,120 0.30% 19 May 2027
Pingtan Boda Hongye Equity Investment
Partnership (Limited Partnership) (̻ᆐ௹ɽ
ᛆҳ༟ΥྫΆุ(Υྫ))
303,030 1,212,120 0.37% 19 May 2027
Zhuhai Ruixin Zhaofeng Venture Capital Center
(Limited Partnership) (Ίᔮ௴ุ
ҳ༟ʕː(Υྫ))
0 680,000 0.17% 19 May 2027
Foshan Zhaofeng Bona Equity Investment
Center (Limited Partnership) (Нʆ̹Ίᔮ௹
ᛆҳ༟ʕː(Υྫ))
0 680,000 0.17% 19 May 2027
Foshan Zhaofeng Tiancheng Equity Investment
Center (Limited Partnership) (Нʆ̹Ίᔮ˂
ᛆҳ༟ʕː(Υྫ))
0 748,000 0.18% 19 May 2027
Zhuhai Qingke Chenxi No. 1 Private Equity
Investment Fund Partnership (Limited
Partnership) (ᛆҳ
ΥྫΆุ(Υྫ))
0 680,270 0.17% 19 May 2027
Jiaxing Nanhu Keying Equity Investment
Partnership (Limited Partnership) (ಳ
ᛆҳ༟ΥྫΆุ(Υྫ))
1,818,182 7,272,728 2.22% 19 May 2027
Qingdao South China Dingye Yingwan
Investment Partnership (Limited Partnership)
(ᝄҳ༟ΥྫΆุ
(Υྫ))
239,795 719,385 0.23% 19 May 2027
Rizhao Muzhizhi Management Consulting
Partnership (Limited Partnership) (˚๫̹ӕ
ʕː(Υྫ))
510,198 1,190,462 0.42% 19 May 2027
Jiaxing Hongyang Huafu Jingqi Equity
Investment Partnership (Limited Partnership)
(ᛆҳ༟ΥྫΆุ
(Υྫ))
0 2,159,840 0.53% 19 May 2027
Qingdao Zhongjunqunxin Venture Capital Fund
Partnership (Limited Partnership)
(ΥྫΆุ
(Υྫ))
0 2,395,750 0.59% 19 May 2027
Tianjin Haisheng Fuyuan Investment
Management Partnership (Limited
Partnership) (ऎସబჃҳ༟၍ଣΥྫΆ
ุ(Υྫ))
0 472,410 0.12% 19 May 2027
--- page 14 ---
14
Name
Number of
Domestic
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
Shares after the
Global Offering
subject to
lock-up
undertakings
upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
China Post Life Insurance Co., Ltd. (ʕඉɛྪ
ʮ̡)
0 6,351,930 1.55% 19 May 2027
Beijing Yuanjing Investment Fund Center
(Limited Partnership) (ʕ
ː(Υྫ))
0 1,759,310 0.43% 19 May 2027
Beijing JGC Chuanghui Equity Investment
Center (Limited Partnership) (̏ԯԯ਷௴௴
ᛆҳ༟ʕː(Υྫ))
0 7,030 0.00% 19 May 2027
Jiaxing Zhiyou Venture Capital Partnership
(Limited Partnership) (๷௴ุҳ༟Υ
ྫΆุ(Υྫ))
0 716,750 0.18% 19 May 2027
Xuchang Digital Economy Equity Investment
Fund Partnership (Limited Partnership)
(ΥྫΆุ
(Υྫ))
0 1,303,180 0.32% 19 May 2027
Jiangsu Jianyin Investment Co., Ltd. (ვ
ʮ̡)
0 1,600,010 0.39% 19 May 2027
Tianjin Winfund Specialised No. 3 Venture
Capital Partnership (Limited Partnership)
(ʩᖴਖ਼ၚ䂋໮௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ))
0 727,470 0.18% 19 May 2027
Total 25,145,209 185,545,201 51.48%
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 the PRC Company Law. The
required lock-up for all existing Shareholders (including the Pre-IPO Investors) ends on 19 May 2027,
being one year following the Listing Date.
--- page 15 ---
15
Placees with voluntary lock-up undertakings
Name
Number of H
Shares held in
the Company
subject to lock-up
undertakings
upon Listing
% of total
issued Shares
after the Global
Offering subject
to lock-up
undertakings upon
Listing (Note 1)
Last day subject
to the lock-up
undertakings (Note 2)
Baring Asset Management
(Asia) Limited
1,484,600 0.36% 19 November 2026
JUMP TRADING PACIFIC
PTE. LTD.
890,700 0.22% 19 November 2026
Optimas Capital Limited 890,700 0.22% 19 November 2026
Total 3,266,000 0.80%
Notes:
1. Assuming the Over-allotment Option is not exercised.
2. Each of the placees has given a voluntary lock-up undertaking with the Company, pursuant to which such
placee shall not dispose of the Shares placed with it under the International Offering within six months
from the Listing Date.
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of
H Shares
allotted
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is
exercised)
Number of
Shares held
upon Listing
% of total
issued Shares
upon Listing
(assuming the
Over-
allotment
Option is not
exercised)
% of total
issued Shares
upon Listing
(assuming the
Over-
allotment
Option is
exercised)
Top 1 10,455,600 17.78% 15.24% 16.00% 13.92% 10,455,600 2.55% 2.49%
Top 5 35,694,100 60.71% 52.03% 54.64% 47.51% 35,694,100 8.72% 8.52%
Top 10 46,828,600 79.64% 68.27% 71.68% 62.33% 46,828,600 11.44% 11.17%
Top 25 62,268,600 105.90% 90.78% 95.31% 82.88% 62,268,600 15.21% 14.86%
* Ranking of placees is based on the number of H Shares allotted to the placees.
--- page 16 ---
16
H SHAREHOLDERS CONCENTRATION ANALYSIS
H Shareholders*
Number of
H Shares
allotted
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is
exercised)
Number of
H Shares
held upon
Listing
% of
total issued
H Shares
upon Listing
(assuming the
Over-
allotment
Option is not
exercised)
% of
total issued
H Shares
upon Listing
(assuming the
Over-
allotment
Option is
exercised)
Number of
Shares held
upon Listing
Top 1 0 0.00% 0.00% 0.00% 0.00% 120,597,703 32.46% 31.63% 133,261,380
Top 5 0 0.00% 0.00% 0.00% 0.00% 207,804,649 55.94% 54.50% 231,079,780
Top 10 19,957,200 33.94% 29.09% 30.55% 26.56% 260,912,143 70.24% 68.43% 288,896,060
Top 25 40,147,900 68.28% 58.53% 61.45% 53.44% 324,968,037 87.48% 85.23% 354,954,720
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders*
Number of
H Shares
allotted
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of
International
Offering
(assuming the
Over-
allotment
Option is
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is not
exercised)
Allotment
as % of total
Offer Shares
(assuming the
Over-
allotment
Option is
exercised)
Number of
H Shares
held upon
Listing
Number of
Shares held
upon Listing
% of total
issued Shares
upon Listing
(assuming the
Over-
allotment
Option is not
exercised)
% of total
issued Shares
upon Listing
(assuming the
Over-
allotment
Option is
exercised)
Top 1 0 0.00% 0.00% 0.00% 0.00% 120,597,703 133,261,380 32.56% 31.80%
Top 5 0 0.00% 0.00% 0.00% 0.00% 207,804,649 231,079,780 56.46% 55.14%
Top 10 19,957,200 33.94% 29.09% 30.55% 26.56% 260,912,143 288,896,060 70.59% 68.94%
Top 25 40,147,900 68.28% 58.53% 61.45% 53.44% 322,808,197 354,998,720 86.74% 84.71%
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
Listing.
--- page 17 ---
17
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:
Number of
H Shares
applied for
Number of
valid
applications Basis of allocation/ballot
Approximate
percentage
allotted of the total
number of H Shares
applied for
Pool A
100 74,712 5,977 out of 74,712 applicants to receive 100 H Shares 8.00%
200 14,736 1,257 out of 14,736 applicants to receive 100 H Shares 4.27%
300 16,720 1,481 out of 16,720 applicants to receive 100 H Shares 2.95%
400 7,070 643 out of 7,070 applicants to receive 100 H Shares 2.27%
500 7,863 731 out of 7,863 applicants to receive 100 H Shares 1.86%
600 3,782 358 out of 3,782 applicants to receive 100 H Shares 1.58%
700 2,797 268 out of 2,797 applicants to receive 100 H Shares 1.37%
800 3,042 295 out of 3,042 applicants to receive 100 H Shares 1.21%
900 4,317 424 out of 4,317 applicants to receive 100 H Shares 1.09%
1,000 24,888 2,464 out of 24,888 applicants to receive 100 H Shares 0.99%
1,500 12,818 1,318 out of 12,818 applicants to receive 100 H Shares 0.69%
2,000 7,150 755 out of 7,150 applicants to receive 100 H Shares 0.53%
2,500 4,598 496 out of 4,598 applicants to receive 100 H Shares 0.43%
3,000 4,657 511 out of 4,657 applicants to receive 100 H Shares 0.37%
3,500 6,804 757 out of 6,804 applicants to receive 100 H Shares 0.32%
4,000 3,956 446 out of 3,956 applicants to receive 100 H Shares 0.28%
4,500 2,499 285 out of 2,499 applicants to receive 100 H Shares 0.25%
5,000 5,187 596 out of 5,187 applicants to receive 100 H Shares 0.23%
6,000 4,020 470 out of 4,020 applicants to receive 100 H Shares 0.19%
7,000 3,735 443 out of 3,735 applicants to receive 100 H Shares 0.17%
8,000 3,456 415 out of 3,456 applicants to receive 100 H Shares 0.15%
9,000 3,639 442 out of 3,639 applicants to receive 100 H Shares 0.13%
10,000 18,654 2,286 out of 18,654 applicants to receive 100 H Shares 0.12%
20,000 11,506 1,503 out of 11,506 applicants to receive 100 H Shares 0.07%
30,000 7,542 1,023 out of 7,542 applicants to receive 100 H Shares 0.05%
40,000 6,642 925 out of 6,642 applicants to receive 100 H Shares 0.03%
50,000 4,743 675 out of 4,743 applicants to receive 100 H Shares 0.03%
60,000 3,373 488 out of 3,373 applicants to receive 100 H Shares 0.02%
70,000 2,888 424 out of 2,888 applicants to receive 100 H Shares 0.02%
80,000 3,158 469 out of 3,158 applicants to receive 100 H Shares 0.02%
90,000 2,392 360 out of 2,392 applicants to receive 100 H Shares 0.02%
100,000 24,273 3,680 out of 24,273 applicants to receive 100 H Shares 0.02%
Total 307,617 Total number of Pool A successful applicants: 32,665
--- page 18 ---
18
Number of
H Shares
applied for
Number of
valid
applications Basis of allocation/ballot
Approximate
percentage
allotted of the total
number of H Shares
applied for
Pool B
200,000 15,171 6,069 out of 15,171 applicants to receive 100 H Shares 0.02%
300,000 4,771 2,700 out of 4,771 applicants to receive 100 H Shares 0.02%
400,000 3,964 2,823 out of 3,964 applicants to receive 100 H Shares 0.02%
500,000 2,430 2,129 out of 2,430 applicants to receive 100 H Shares 0.02%
600,000 1,682 100 H Shares 0.02%
700,000 1,300 100 H Shares plus 202 out of 1,300 applicants to receive an
additional 100 H Shares
0.02%
800,000 1,047 100 H Shares plus 319 out of 1,047 applicants to receive an
additional 100 H Shares
0.02%
900,000 741 100 H Shares plus 333 out of 741 applicants to receive an
additional 100 H Shares
0.02%
1,000,000 2,913 100 H Shares plus 1,690 out of 2,913 applicants to receive an
additional 100 H Shares
0.02%
2,000,000 1,295 200 H Shares plus 1,114 out of 1,295 applicants to receive an
additional 100 H Shares
0.01%
3,266,500 1,118 400 H Shares plus 541 out of 1,118 applicants to receive an
additional 100 H Shares
0.01%
Total 36,432 Total number of Pool B successful applicants: 23,817
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 H Shares.
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly, provided by
the Company, its Controlling Shareholders, Directors or syndicate members to any placees or the public (as the
case may be) and the consideration payable by them directly or indirectly for each Offer Share subscribed for
or purchased by them is the same as the Offer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.
--- page 19 ---
19
OTHERS/ADDITIONAL INFORMATION
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with a consent
under paragraph 18 of Chapter 4.15 of the Guide
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph 18 of Chapter 4.15
of the Guide to permit the Company to allocate further Offer Shares in the International Offering to the Double-
dipping Participants as placees (the “Size-based Exemption”), subject to the following conditions:
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total value of at
least HK$1 billion;
(b) each Director, chief executive of the Company and Controlling Shareholder confirms that no securities
have been allocated to them or their respective close associates under the Size-based Exemption;
(c) the allocation to the Double-dipping Participants will not affect the Companys ability to satisfy the public
float requirement; and
(d) details of the allocation to the Double-dipping Participants under the Size-based Exemption will be
disclosed in this announcement.
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted by the Stock
Exchange.
For details of the allocations of Offer Shares to the Double-dipping Participants, please refer to the section
headed “Allotment Results Details International Offering Allotees with Consents Obtained” in this
announcement.
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent under paragraph
1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the International
Offering to 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 20 ---
20
Details of the placement to the connected clients are set out below:
No. Connected distributor
Connected
client
Relationship
between connected
distributor and
connected client
Basis of
holding
securities
No. of
Offer Shares
subscribed
%
to total
Offer Shares
under Global
Offering (Note 1)
% to total
issued Shares
immediately
upon
completion
of the Global
Offering (Note 1)
1 GTJA Securities and
HTIS
Guotai Junan
Investments (Hong
Kong) Limited
(“GTJAI” or “GTJA
Investments”)
GTJA Investment is a
member of the same group of
companies as GTJA Securities
and HTIS and is considered a
connected client of GTJA
Securities. (Note 2)
Non-
discretionary
2,075,500 3.18% 0.51%
2 Shanghai Guotai
Haitong Securities
Asset Management
Co., Ltd. (“Shanghai
Guotai”)
Shanghai Minhang will
subscribe for Offer Shares
from International Offering
as a Cornerstone Investor,
through the subscription of
a specific asset management
plan, namely, Minhang QDII
plan which Shanghai Guotai is
the investment manager, which
is a connected client of GTJA
Securities.
Discretionary 890,700 1.36% 0.22%
Shanghai Minhang will
further subscribe for Offer
Shares from International
Offering as a placee, through
the subscription of a specific
asset management plan,
namely Minhang QDII plan
which Shanghai Guotai is the
investment manager, which
is a connected client of GTJA
Securities and HTIS.
Discretionary 3,700 0.01% 0.001%
--- page 21 ---
21
No. Connected distributor
Connected
client
Relationship
between connected
distributor and
connected client
Basis of
holding
securities
No. of
Offer Shares
subscribed
%
to total
Offer Shares
under Global
Offering (Note 1)
% to total
issued Shares
immediately
upon
completion
of the Global
Offering (Note 1)
3 China Galaxy
International Securities
(Hong Kong) Co.,
Limited (“CGIS”)
China Galaxy
International
Investment Co.,
Limited (“CGII”)
CGII is a member of the same
group of companies as CGIS
and CGII is considered a
connected client of CGIS. (Note 3)
Non-
discretionary
742,300 1.14% 0.18%
4 (1) CMB International
Capital Limited
(“CMB
International”)
(2) CMB International
Securities
Limited (“CMBI
Securities”)
(3) CMB International
Global Markets
Limited (“CMBI
Global Markets”,
together with CMB
International and
CMBI Securities,
the “CMBI
Connected
Distributors”)
Bosera Asset
Management
(International) Co.,
Ltd (“Bosera AM”)
Bosera AM is a member of the
same group with the CMBI
Connected Distributors. (Note 4)
Discretionary 6,600 0.01% 0.002%
5 Huatai Financial
Holdings (Hong Kong)
Limited (“HTFH”)
Huatai Capital
Investment Limited
(“HTCI”)
HTCI is a member of the same
group of companies as HTFH.
(Note 5)
Non-
discretionary
7,500 0.01% 0.002%
Notes:
1. Assuming no exercise of the Over-allotment Option.
2. GTJAI will participate as placee to subscribe for the Offer Shares under the International Offering (the
“GTJAI Subscription”).
In relation to the GTJAI Subscription, GTJAI shall hold the Offer Shares for hedging purpose as the single
underlying asset of several sets of back-to-back total return swap transaction (the “GTHT Back-to-back
TRS”) to be entered into between GTJAI and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore
Parent”) in connection with several total return swap orders (the “GTHT Client TRS”) to be entered
into by GTHT Onshore Parent and several ultimate clients (the “GTHT Onshore Ultimate Client”),
respectively. Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Client. GTJAI
will hold the Offer Shares on a non-discretionary basis for the purpose of hedging the economic exposure
under the GTHT Back-to-back TRS and GTHT Client TRS only.
--- page 22 ---
22
During the tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the
GTHT Onshore Ultimate Clients and all economic losses shall be borne by the GTHT Onshore Ultimate
Client, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and
GTJAI will not take part in any economic return or bear any economic loss in relation to the price of the
Offer Shares. The GTHT Onshore Ultimate Client may request to redeem the Offer Shares at their own
discretion, upon which GTJAI shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS
and GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-to-back
TRS and GTHT Client TRS documents. Due to its internal policy, GTJAI will not exercise the voting right
attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
To the best knowledge of GTJA Investments after making all reasonable enquiries, (i) each of the
GTHT Onshore Ultimate Clients is an independent third party of GTJA Investments, GTJA Securities
and the companies which are members of the same group of GTJA Securities; (ii) each of the ultimate
beneficial owners holding 30% or more interests of GTHT Onshore Ultimate Clients is an independent
third party of the Company, GTJA Investments, GTJA Securities and the companies which are members
of the same group of GTJA Securities; and (iii) each of the GTHT Onshore Ultimate Clients and their
respective ultimate beneficial owners (as set out below) is an independent third party of the Company, the
subsidiaries, Controlling Shareholders, substantial shareholders, existing shareholders of the Company (the
“Relevant Parties”), and respective subsidiaries and/or respective close associates of the Relevant Parties.
Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Clients:
Swap Investor
Ultimate
beneficial
owner (“UBO”) Remarks
Zhonghe (Tianjin) Investment Management Co. Ltd
Zhonghe Capital Cultivation 8 Private Securities
Investment Fund (ҳ༟၍ଣϞ
ʮ̡Ñʕձ༟͉ঁঀ8ږ)
Zhang Jingting
(ࢬ)
UBO with over 30% interest
Zhonghe (tianjin) Investment Management Co. Ltd
Zhonghe Capital Cultivation 810 Private Securities
Investment Fund (ҳ༟၍ଣϞ
ʮ̡Ñʕձ༟͉ঁঀ810ږ)
Zhang Jingting
(ࢬ)
UBO with over 30% interest
Zhonghe (Tianjin) Investment Management Co.
Ltd Zhonghe Capital Jinjun Private Securities
Investment Fund (ҳ༟၍ଣϞ
ږ)
Zhang Shujun
(ੵૺё)
UBO with over 30% interest
Shenzhen Commando Capital Management Co.,
Ltd. Commando No.003 Actively Managed
Fund Private Securities Investment Fund (ଉέ̹
ʮ̡Ñੰਟᅃ003໮˴ਗ၍
ږ)
None No UBO holding 30% or more
interest
Shanghai Thunder Fund Management Co., Ltd.
Thunder Hengyi No.3 Private Securities Investment
Fund (ཤ㛬
3ږ)
None No UBO holding 30% or more
interest
--- page 23 ---
23
To the best knowledge of GTJAI and after making all reasonable enquiries, (i) GTJA Investments has
confirmed that, to the best of their knowledge, each of the GTHT Onshore Ultimate Clients and the
ultimate beneficial owners holding 30% or more interest of the GTHT Onshore Ultimate Clients listed
above is an independent third party of GTJA Investments, GTJA Securities and the companies which
are members of the same group of companies as GTJA Securities, and (ii) GTJAI is not a collective
investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf
of such scheme.
3. CGII and China Galaxy Securities (“CGS”) will enter into a series of cross border total return swap (TRS)
transactions (collectively, the “CGII TRS”) with each other and the ultimate client (“CGII Ultimate
Client”), pursuant to which CGII will hold the Offer Shares on a non-discretionary basis to hedge the
CGII TRS while the economic risks and returns of the underlying Offer Shares are ultimately borne by
the CGII Ultimate Client, subject to customary fees and commissions. The CGII TRS will be fully funded
by the CGII Ultimate Client. During the terms of the CGII TRS, all economic returns of the Offer Shares
subscribed by CGII will be passed to CGII Ultimate Client and all economic loss shall be borne by CGII
Ultimate Client through the CGII TRS, and CGII will not take part in any economic return or bear any
economic loss in relation to the Offer Shares.
The CGII Ultimate Client may exercise an early termination right to terminate the CGII TRS at any time
from the issue date of the CGII TRS which should be on or after the date on which the Offer Shares are
listed on the Stock Exchange. Upon the termination upon maturity or early termination of the CGII TRS
by the CGII Ultimate Client, CGII will dispose of the Offer Shares on the secondary market and the CGII
Ultimate Client will receive final settlement 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 CGII TRS, the CGII Ultimate Client intends to extend the investment period, subject to further
agreement between CGII and the CGII Ultimate Client, the term of the CGII TRS could be extended by
way of a new issuance or a tenor extension. Accordingly, CGII will extend the term of the back-to-back
TRS by way of a new issuance or a tenor extension.
CGII will hold the legal title and the voting right of the Offer Shares by itself, and pass through the
economic exposure to the CGII Ultimate Client, which place CGII TRS orders through their asset manager
with CGII in connection with the IPO of the Company. Due to its internal policy, CGII will not exercise
the voting right of the Offer Shares during the tenor of the back-to-back TRS.
During the life of the CGII TRS and back-to-back TRS, CGII 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 permitted under the contractual arrangement with the CGII Ultimate Client, CGII 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 CGII has the ability to call back the 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 CGII Ultimate Client under the CGII TRS will remain unchanged.
To the best of CGIIs knowledge after having made all reasonable inquiries, the CGII Ultimate Client is an
independent third party of CGII, and the companies which are members of the same group of CGIS.
Both CGII and CGIS are indirect wholly-owned subsidiaries of CGS, the A shares of which are listed
on the Shanghai Stock Exchange (stock code: 601881), the H shares of which are listed on the Stock
Exchange (stock code: 6881). CGII is a connected client (as defined under the Placing Guidelines) of
CGIS, holding securities on a non-discretionary basis on behalf of independent third parties.
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Such CGII TRS is to be fully funded by the CGII Ultimate Client:
Swap Investor UBO Remarks
Commando No. 112 Private Securities Investment
Fund (ੰਟᅃ112ږ)
Liu Qiwei
(ᄎփਃ)
UBO with over 30% interest
Commando No. 111 Private Securities Investment
Fund (ੰਟᅃ111ږ)
Zhou Kun (մೢ) UBO with over 30% interest
Xinhong Commando Ying Active Management
Private Securities Investment Fund (ᒿੰਟᅃ
ږ)
Ding Ying (ɕๅ) UBO with over 30% interest
Shenzhen Commando Capital Management
Co., Ltd (ʮ̡)
Ding Ying (ɕๅ) UBO with over 30% interest
4. Bosera AM will hold the Offer Shares in its capacity as the discretionary fund manager managing the
funds on behalf of its underlying clients. To the best knowledge, information and belief of Bosera AM
after due enquiry, the underlying clients of Bosera AM are independent third parties of Bosera AM,
the CMBI Connected Distributors, CMS and the companies which are members of the same group of
companies as the CMBI Connected Distributors and CMS.
5. HTCI will subscribe for and hold the beneficial interest of the Offer Shares as a placee under the
International Offering on behalf of its underlying onshore client (“HTCI Ultimate Client”), namely,
Shanghai Chuying Private Equity Fund Management Co., Ltd. Chuying Yuanshan Steady No. 1 Private
Equity Investment Fund (ʮ̡ ᙶჃʆᖢ਄1ږthe
ultimate beneficial owner holding 30% or more interest of which is Lu Hui.
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. (“HTSC”), the A shares of which are listed on the Shanghai Stock Exchange
(stock code: 601688), the H shares of which are listed on the Stock Exchange (stock code: 6886), and the
global depositary receipts of which are listed on the London Stock Exchange (LON: HTSC), is one of the
domestic securities firms licensed to undertake cross-border derivatives trading activities. HTSC 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 HTSC and HTCI.
HTFH is the connected distributor. Pursuant to the ISDA Agreement, HTCI, which intends to participate
in the International Offering as a placee, will hold the beneficial interest of the Offer Shares on a non-
discretionary basis as the single underlying holder under a back-to-back total return swap (the “HT Back-
to-back TRS”) to be entered by HTCI in connection with Huatai TRS (as defined below) placed by and
fully funded (i.e. with no financing provided by HTCI) by the HTCI Ultimate Client, by which, HTCI will,
subject to customary fees and commissions, pass the full economic exposure of the Offer Shares ultimately
to the HTCI Ultimate Client, which in effect, HTCI will hold the beneficial interest of the Offer Shares on
behalf of the HTCI Ultimate Client. HTFH and HTCI are indirectly wholly-owned subsidiaries of HTSC.
Accordingly, HTCI is considered as a connected clients of HTFH pursuant to paragraph 1B(7) of the
Placing Guidelines.
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25
Pursuant to the Cross-border Derivatives Trading Regime, the HTCI Ultimate Client 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 HTSC, with the Offer Shares
as the underlying assets. Instead of directly subscribing for the Offer Shares, the HTCI Ultimate Client
will, through its investment manager, place a total return swap order (the “Huatai TRS”) with HTSC in
connection with the Companys IPO and HTSC will place a HT Back-to-back TRS order to HTCI on the
terms of the ISDA Agreement. In order to hedge its exposure under the HT Back-to-back TRS, HTCI
participates in the Companys IPO and subscribes for the Offer Shares through placing order with HTFH
during the International Offering.
To the best knowledge of HTCI after making all reasonable enquiries, no other ultimate beneficial owner
holds 30% or more interest in the HTCI Ultimate Client and the HTCI Ultimate Client is an independent
third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI, HTFH and
the companies which are members of the same group of HTCI.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the HT Back-to-back TRS in
connection with the Huatai TRS order placed by the HTCI Ultimate Client. Pursuant to the terms of the
contracts of the HT Back-to-back TRS and the Huatai TRS, during the tenor of the HT Back-to-back TRS
and the Huatai TRS, subject to customary fees and commissions, all economic returns of the Offer Shares
will be ultimately passed to the HTCI Ultimate Client through the HT Back-to-back TRS and the Huatai
TRS and all economic loss shall be ultimately borne by the HTCI Ultimate Client. HTCI will not take any
economic return or bear any economic loss in relation to the Offer Shares, save as customary fees and
commissions.
Investment in the HT Back-to-back TRS and the Huatai TRS is similar to the investment in a QDII in the
way that the HTCI Ultimate Client 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 HT Back-to-
back TRS and the Huatai TRS factor into account the fluctuation in RMB exchange rate upon termination
of the Huatai TRS by converting the profit and loss using the current exchange rate at the time of
termination. As such, the HTCI Ultimate Client would bear the exchange rate exposure of the profit and
loss on settlement date.
The HTCI Ultimate Client may exercise an early termination right to terminate the Huatai TRS at any
time from the issue date of the Huatai TRS which should be on or after the date on which the Offer
Shares are listed on the Stock Exchange at its own discretion. Upon the termination upon maturity or
early termination of the Huatai TRS by the HTCI Ultimate Client, HTCI will dispose the Offer Shares
on the secondary market and the HTCI Ultimate Client will receive a final settlement amount in cash in
accordance with the terms and conditions of the HT Back-to-back TRS and the Huatai 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 Huatai TRS, the HTCI Ultimate Client intends to extend the investment period, subject
to further agreement between HTSC and the relevant HTCI Ultimate Client, the term of the Huatai TRS
could be extended by way of a new issuance or a tenor extension. Accordingly, HTSC will extend the term
of the HT Back-to-back TRS by way of a new issuance or a tenor extension.
HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the
economic exposure to the HTCI Ultimate Client, being onshore clients placing Huatai TRS orders with
HTSC in connection with the IPO of the Company. HTCI will not exercise the voting rights of the Offer
Shares during the tenor of the HT Back-to-back TRS.
During the life of the Huatai TRS and HT 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, where 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 the Offer Shares on loan at any time in order to satisfy its obligations under the HT
Back-to-back TRS to ensure the economic interests are ultimately passed to the HTCI Ultimate Client.
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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 for information purposes only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securities. Potential investors should read the 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 or 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 or in any other jurisdiction. The Offer Shares have not been and will not be
registered under the United States Securities 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 transferred 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 the Offer Shares 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.
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
obligations under the Hong Kong Underwriting Agreement 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 Grounds of Termination” in the Prospectus at any time prior to 8:00 a.m.
(Hong Kong time) on the Listing Date.
PUBLIC FLOAT AND FREE FLOAT
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is not exercised, based
on the Offer Price of HK$26.39 per Offer Share, the expected market capitalisation of the Company upon the
Listing is HK$10.8 billion, and the minimum prescribed public float percentage applicable to our Shares is
15%. Immediately after the completion of the Global Offering, assuming that the Over-allotment Option is not
exercised, 224,908,641 H Shares, representing approximately 54.95% of the issued share capital of our Company,
will count towards the public float, thereby satisfying the minimum percentage requirement in compliance with
Rule 19A.13A(1) of the Listing Rules.
Based on the Offer Price of HK$26.39 per H Share, the Company will satisfy the free float requirement under
Rule 19A.13C(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; (ii) there will not
be any new substantial Shareholder (as defined in the Listing Rules) of the 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 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.
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COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, 20 May 2026 (Hong
Kong time), provided that the Global Offering has become unconditional and the right of termination described
in the section headed “Underwriting Underwriting Arrangements and Expenses Hong Kong Public Offering
Grounds of Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on the
basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share
certificates becoming valid evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, 20 May 2026
(Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m.
on Wednesday, 20 May 2026 (Hong Kong time). The H Shares will be traded in board lots of 100 H Shares each,
and the stock code of the H Shares will be 7688.
By order of the Board
Shanghai Top Numerical Control Technology Co., Ltd.
Dr. Wang Yuhan
Chairman and Executive Director
Hong Kong, 19 May 2026
Directors of the Company named in the application to which this announcement relates are: (i) Dr. Wang Yuhan,
Mr. Li Yuhao and Mr. Yao Bin as executive directors of the Company; (ii) Mr. Li Qingfeng and Mr. Li Yonghao
as non-executive directors of the Company; and (iii) Dr. Yang Jianguo, Dr. Feng Hutian and Ms. Liu Yueheng as
independent non-executive directors of the Company.