8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
1564 lines
65 KiB
Plaintext
1564 lines
65 KiB
Plaintext
--- page 1 ---
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– 1 –
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the
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contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim
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any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
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contents of this announcement.
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated 12 May 2026 (the “Prospectus”) issued by Shanghai Top Numerical
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Control Technology Co., Ltd. (the “Company”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information
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about the Company and the Global Offering described below before deciding whether or not to invest in the
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Offer Shares.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
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securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be
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registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold,
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pledged or transferred within the United States, except in transactions exempt from, or not subject to, the
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registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the
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United States. The Offer Shares are being offered and sold outside the United States in offshore transactions in
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reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited, as stabilising manager
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(the “Stabilising Manager”), its affiliates or any person acting for it and on behalf of the Underwriters, may
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effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than
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that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on
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the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which,
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if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affiliates or any
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person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought
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to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
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Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in
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each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities
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and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for
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longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day
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after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further
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stabilising action may be taken, and demand for the Shares and the price of the Shares could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set
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out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong
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and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors
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and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
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to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
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occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements and
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Expenses – Hong Kong Public Offering – Grounds of Termination” in the Prospectus at any time prior to 8:00
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a.m. (Hong Kong time) on the Listing Date.
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--- page 2 ---
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– 2 –
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 65,330,000 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 6,533,000 H Shares (subject to
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reallocation)
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Number of International Offer Shares : 58,797,000 H Shares (subject to
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reallocation and the Over-allotment
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Option)
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Offer Price : HK$26.39 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal value : RMB0.10 per H Share
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Stock code : 7688
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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– 3 –
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Shanghai Top Numerical Control Technology Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated 12 May 2026 (the “Prospectus”) issued by Shanghai Top Numerical
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Control Technology Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders
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and prospective investors should be aware that the price of the H Shares could move substantially even
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with a small number of H Shares traded and should exercise extreme caution when dealing in the H
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Shares.
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SUMMARY
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Company information
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Stock code 7688
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Stock short name TOPNC
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Dealings commencement date 20 May 2026*
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* see note at the end of this announcement
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Price Information
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Offer Price HK$26.39
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-allotment
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Option)
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65,330,000
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Number of Offer Shares in Hong Kong Public Offering 6,533,000
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Number of Offer Shares in International Offering (before exercise of
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the Over-allotment Option)
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58,797,000
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Number of issued Shares upon Listing (before exercise of the Over-
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allotment Option)
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409,281,790
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Over-allocation
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No. of Offer Shares over-allocated 9,799,500
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will be
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made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$1,724.0 million
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Less: Estimated listing expenses payable based on Offer Price HK$(117.6) million
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Net proceeds HK$1,606.4 million
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus. The Company will adjust the allocation of the net proceeds
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from the exercise of the Over-allotment Option (if any) for the purpose as set out in the section headed
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“Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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--- page 4 ---
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– 4 –
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 344,049
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No. of successful applications 56,482
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Subscription level 3,764.63 times
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Reallocation No
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No. of Offer Shares initially available under the Hong Kong Public Offering 6,533,000
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 6,533,000
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% of Offer Shares under the Hong Kong Public Offering to the Global Offering
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(before exercise of Over-allotment Option)
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10.00%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for
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the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 104
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Subscription Level 30.46 times
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No. of Offer Shares initially available under the International Offering 58,797,000
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Final no. of Offer Shares under the International Offering 58,797,000
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% of Offer Shares under the International Offering to the Global Offering (before
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the exercise of the Over-allotment Option)
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of
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the Directors, chief executive of the Company, Controlling Shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of
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the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, chief executive of the Company, Controlling Shareholders, substantial
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shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close associates
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in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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--- page 5 ---
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– 5 –
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor (Note 1)
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No. of Offer
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Shares allocated
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% of Offer
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Shares (Note 2)
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% of total
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issued Shares
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after the Global
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Offering (Note 2)
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Existing
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Shareholders
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or their close
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associates
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RBC Global Asset Management (Asia) Limited (“RBC”) (Note 3) 6,536,200 10.00% 1.60% No
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3W Fund Management Limited (“3W”) (Note 3) 5,938,500 9.09% 1.45% No
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Boyu Capital Management (Singapore) Pte. Ltd.
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(“Boyu”) (Notes 3 and 4)
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4,453,900 6.82% 1.09% No
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HHLR Advisors, Ltd. (“HHLRA”) (Note 3) 2,969,200 4.54% 0.73% No
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UBS Asset Management (Singapore) Ltd.
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(“UBS AM Singapore”) (Note 3)
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2,969,200 4.54% 0.73% No
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CDH Global Frontier Ventures Limited (“CDH”) (Note 3) 2,969,200 4.54% 0.73% No
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Cithara Global Multi-Strategy SPC – Disruptive Innovation
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Investment Fund SP (“Cithara Fund”)
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1,484,600 2.27% 0.36% No
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Fullgoal Asset Management (HK) Limited
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(“Fullgoal HK”) (Note 5)
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623,500 0.95% 0.15% No
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Fullgoal Fund Management Co., Ltd.
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(“Fullgoal Fund”) (Note 5)
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267,200 0.41% 0.07% No
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China Asset Management Co., Ltd.
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(“China AMC”) (Note 6)
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890,700 1.36% 0.22% No
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Shanghai Minhang Financial Investment Development Co.,
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Ltd. (ʮ̡)
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(“Shanghai Minhang”) (Notes 3 and 7)
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890,700 1.36% 0.22% No
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TT International Asset Management Ltd
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(“TT International”) (Note 8)
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890,700 1.36% 0.22% No
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Mirae Asset Securities (HK) Limited (“Mirae Asset”) 890,700 1.36% 0.22% No
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Goldman Sachs Asset Management (Hong Kong) Limited
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(“GSAM”)
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890,700 1.36% 0.22% No
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Total 32,665,000 50.00% 7.98%
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “The Cornerstone
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Investments – The Cornerstone Investors” of the Prospectus.
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2. Assuming the Over-allotment Option is not exercised.
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3. Only taking into account the Offer Shares allocated to the relevant investors as Cornerstone Investors
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under the Global Offering. In addition to the Offer Shares subscribed for as Cornerstone Investors, RBC,
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3W, Boyu, HHLRA, UBS AM Singapore, CDH and Shanghai Minhang and/or their respective close
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associates were allocated further Offer Shares as a placee in the International Offering. Please refer to the
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section headed “Allotment Results Details – International Offering – Allotees with Consents Obtained” in
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this announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject
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to lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings –
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Cornerstone Investors” in this announcement.
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--- page 6 ---
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– 6 –
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4. Aqua Ocean Limited, the entity entering into a Cornerstone Investment Agreement with the Company, the
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Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares, is a controlled subsidiary of
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Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities Master Fund is an investment fund
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managed by Boyu.
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5. Each of Fullgoal HK and Fullgoal Fund has entered into a Cornerstone Investment Agreement with the
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Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares. Fullgoal HK
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is a wholly owned subsidiary of Fullgoal Fund, which is owned by Guotai Haitong Securities Co., Ltd.
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(stock code: 2611.HK/601211.SH) (“Guotai Haitong”) as to 27.775%. Guotai Junan Securities (Hong
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Kong) Limited (“GTJA Securities”), one of the Overall Coordinators and Underwriters of the Global
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Offering, is a subsidiary of Guotai Haitong. Haitong International Securities Company Limited (“HTIS”),
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a non-syndicate sub-broker in connection with the Global Offering, is also a subsidiary of Guotai Haitong.
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As advised by Fullgoal HK and Fullgoal Fund, each of Fullgoal HK and Fullgoal Fund is considered as a
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member of the same group of companies as GTJA Securities and HTIS and therefore is a connected client
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of GTJA Securities and HTIS for the purpose of paragraph 1B of the Placing Guidelines. For the consent
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under paragraph 1C(1) of the Placing Guidelines granted by the Stock Exchange for the subscription of
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Offer Shares by a connected client of GTJA Securities, please refer to the section headed “Waivers from
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Strict Compliance with the Hong Kong Listing Rules – Consent in respect of the Proposed Subscription
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of Offer Shares by Connected Clients” of the Prospectus. The Company has also applied to the Stock
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Exchange, and the Stock Exchange has granted consent under paragraph 1C(1) of the Placing Guidelines
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in respect of the subscription of Offer Shares by a connected client of HTIS.
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6. China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡), the entity entering into a
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Cornerstone Investment Agreement with the Company, the Joint Sponsors and the Overall Coordinators to
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subscribe for the Offer Shares, is a wholly-owned subsidiary of China AMC.
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7. Shanghai Dalinghao Wan Xinzhi Linghang Private Equity Investment Fund Partnership Enterprise (Limited
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Partnership) (ΥྫΆุ(Υྫ)), the entity entering into a
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Cornerstone Investment Agreement with the Company, the Joint Sponsors and the Overall Coordinators
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to subscribe for the Offer Shares, is a wholly-owned subsidiary of Shanghai Minhang. Shanghai Minhang
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will subscribe for Offer Shares from the International Offering as a Cornerstone Investor, through the
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subscription of a specific asset management plan, namely, Guotai Haitong Junde QDII 3677 Single
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Asset Management Plan ( इऎஷёQDII3677ྌ) (“ Minhang QDII plan”) which
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Shanghai Guotai Haitong Securities Asset Management Co., Ltd. (“Shanghai Guotai”) is the investment
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manager, which is a connected client of GTJA Securities. For the consent under paragraph 1C(1) of the
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Placing Guidelines granted by the Stock Exchange for the subscription of Offer Shares by a connected
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client of GTJA Securities, please refer to the section headed “Waivers from Strict Compliance with the
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Hong Kong Listing Rules – Consent in respect of the Proposed Subscription of Offer Shares by Connected
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Clients” of the Prospectus.
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8. TT International has entered into a Cornerstone Investment Agreement with the Company, the Joint
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Sponsors and the Overall Coordinators to subscribe for the Offer Shares in its capacity as the investment
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manager on a discretionary basis for and on behalf of its managed account clients, pursuant to the relevant
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investment management agreements, namely:
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(i) TT Emerging Markets Opportunities Fund II Limited, the ultimate beneficial owner holding 30% or
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more interests of which is Contra Costa County Employees Retirement Association;
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(ii) TT Emerging Markets Opportunities Fund Limited, the ultimate beneficial owner holding 30% or
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more interest of which is Cardinal AlternativeFocus TT Emerging Markets Fund, L.P.; and
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(iii) TT Emerging Markets Equity Fund, with no ultimate beneficial owner holding 30% of more interest
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therein.
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To the best of the knowledge of TT International, each of such clients are Independent Third Parties.
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--- page 7 ---
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– 7 –
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Allotees with Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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% of total Offer
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Shares (Note 1)
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% of total issued
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Shares after
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the Global
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Offering (Note 1) Relationship
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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
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Shares to Cornerstone Investors and/or their close associates (the “Double-dipping Participants”) (Note 2)
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RBC 3,919,400 6.00% 0.96% Same entity as
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Cornerstone
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Investor
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3W 3,563,100 5.45% 0.87% Same entity as
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Cornerstone
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Investor
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Boyu(Note 3) 2,375,400 3.64% 0.58% Close associate of
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a Cornerstone
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Investor
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HHLRA 1,484,600 2.27% 0.36% Same entity as
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Cornerstone
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Investor
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UBS AM Singapore 1,484,600 2.27% 0.36% Same entity as
|
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Cornerstone
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Investor
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CDH 1,484,600 2.27% 0.36% Same entity as
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Cornerstone
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Investor
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Shanghai Minhang 3,700 0.01% 0.001% Same entity as
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Cornerstone
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Investor
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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
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Guide in relation to allocations to connected clients (Note 4)
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Guotai Junan Investments (Hong Kong) Limited (“GTJAI” or
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“GTJA Investments”)
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2,075,500 3.18% 0.51% Connected client
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Shanghai Minhang (Note 5) 3,700 0.01% 0.001% Connected client
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--- page 8 ---
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– 8 –
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Investor
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No. of Offer
|
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Shares allocated
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% of total Offer
|
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Shares (Note 1)
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% of total issued
|
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Shares after
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the Global
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Offering (Note 1) Relationship
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China Galaxy International Investment Co., Limited (“CGII”) 742,300 1.14% 0.18% Connected client
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Bosera Asset Management (International) Co., Ltd
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(“Bosera AM”)
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6,600 0.01% 0.002% Connected client
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Huatai Capital Investment Limited (“HTCI”) 7,500 0.01% 0.002% Connected client
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Notes:
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1. Assuming the Over-allotment Option is not exercised.
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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
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investors as placees in the International Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the
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section headed “Allotment Results Details – International Offering – Cornerstone Investors” in this announcement. For details of the consent under
|
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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
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section headed “Others/Additional Information – Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with a
|
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consent under paragraph 18 of Chapter 4.15 of the Guide” in this announcement.
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3. Boyu acts as a fund manager of Boyu Capital Opportunities Master Fund, which is the controlling entity of Aqua Ocean Limited, a Cornerstone
|
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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,
|
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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-
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broker in connection with the Global Offering). In addition, the Stock Exchange has granted consent under paragraph 1C(1) of the Placing Guidelines in
|
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relation to the allocation of 890,700 H Shares to Shanghai Minhang as a Cornerstone Investor.
|
||
|
||
|
||
--- page 9 ---
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– 9 –
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
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Number of
|
||
Domestic
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
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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) (ဏʕΥආႡிପ
|
||
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 (ᄿψႡிପ
|
||
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 Company’s 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
|
||
๐3ږ)
|
||
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 CGII’s 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.
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
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 – ᙶჃʆᖢ1ږthe
|
||
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.
|
||
|
||
|
||
--- page 25 ---
|
||
– 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 Company’s 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 Company’s 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.
|
||
|
||
|
||
--- page 26 ---
|
||
– 26 –
|
||
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.
|
||
|
||
|
||
--- page 27 ---
|
||
– 27 –
|
||
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.
|