hk-ipo/data/extracted_text/02569/allotment_results_2025-03-26_2025032601370.txt

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Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those
defined in the prospectus dated 19 March 2025 (the “Prospectus ”) issued by Soft International Group Ltd ( ബᘒ਷ყ
ʮ̡ ) (the “Company ”).
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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in Hong Kong, the United States or elsewhere. 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 ”). The Offer Shares may
not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
detailed information about the Global Offering described below before deciding whether or not to invest in the Shares
thereby being offered.
In connection with the Global Offering, Yue Xiu Securities Company Limited (the “Stabilising Manager ”), its
affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate and 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 Wednesday, 23 April
2025, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
Such stabilisation action, if taken, 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 (Chapter 571W of the Laws of Hong Kong), 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 Wednesday, 23 April 2025,
being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no
further stabilising action may be taken, and demand for the Shares, and therefore the price of the Shares, could fall.
Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the
Hong Kong Underwriters and the Capital Market Intermediaries) shall be entitled to terminate its obligations under
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
the paragraph headed “Underwriting {  Underwriting Arrangements and Expenses {  Hong Kong Public Offering
{ Grounds for termination ” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date (which is currently
expected to be on Thursday, 27 March 2025).
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the
International Underwriters, exercisable by the Sole Overall Coordinator (for itself and on behalf of the International
Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable
by the Sole Overall Coordinator (for itself and on behalf of the International Underwriters) at any time from the Listing
Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering being Wednesday,
23 April 2025, to require the Company to issue and allot up to 37,500,000 additional Offer Shares, representing
15% of Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the
International Offering, if any.


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Soft International Group Ltd
ʮ̡
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the Global
Offering
: 250,000,000 Shares (subject to the Over-
 allotment Option)
Number of International Offer Shares : 125,000,000 Shares (subject to reallocation
 and the Over-allotment Option)
Number of Hong Kong Offer Shares : 125,000,000 Shares (subject to reallocation)
Final Offer Price : HK$0.51 per Offer Share, plus brokerage
 of 1.0%, SFC transaction levy of
 0.0027%, AFRC transaction levy of
 0.00015% and Stock Exchange trading
 fee of 0.00565% (payable in full on
 application in Hong Kong dollars and
 subject to refund)
Nominal value : HK$0.0001 per Share
Stock code : 2569
Sole Sponsor and Sole Overall Coordinator
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers Joint Lead Manager


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SOFT INTERNATIONAL GROUP LTD / 舒寶國際集團有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
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 Shares could move substantially even with a small
number of Shares traded and should exercise extreme caution when dealing in the Shares.
SUMMARY

Company information
Stock code  2569
Stock short name  SOFT INTL
Dealings commencement date  27 March 2025*
*see note at the end of the announcement

Price Information
Final Offer Price  HK$0.51
Offer Price Range HK$0.50 - HK$0.60
Offer Price adjustment exercised  N/A

Offer Shares and Share Capital
Number of Offer Shares  250,000,000
Number of Offer Shares in Hong Kong Public Offering (after
reallocation)
125,000,000
Number of Offer Shares in International Offering (after
reallocation)
125,000,000
Number of issued shares upon Listing 1,000,000,000

Over-allocation
No. of Offer Shares over-allocated  0

Proceeds
Gross proceeds (Note)  HK$127.5 million
Less: Estimated listing expenses payable based on Final Offer
Price
HK$(41.5) million
Net proceeds  HK$86.0 million

Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. Net proceeds represent the
estimated net proceeds calculated by the gross proceeds deducted by the estimated listing expenses payable based
on Final Offer Price. For details of the use of proceeds, please refer to the section headed “Future Plans and Use
of Proceeds” of the Prospectus.


ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING

No. of valid applications  19,843
No. of successful applications  10,957
Subscription level  167.09 times
Claw-back triggered  Yes
No. of Offer Shares initially available under the Hong Kong Public
Offering
25,000,000


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No. of Offer Shares reallocated from the International Offering
(clawback)
100,000,000
Final no. of Offer Shares under the Hong Kong Public Offering 125,000,000
% of Offer Shares under the Hong Kong Public Offering to the Global
Offering
50%

Note: For details of the final allocation of shares to the Hong Kong Public Offer ing, investors can refer to
https://www.hkeipo.hk/iporesult to perform a search by identification number or https://www.hkeipo.hk/iporesult for the
full list of allottees.
INTERNATIONAL OFFERING

No. of placees  111
Subscription Level  1.02 times
No. of Offer Shares initially available under the International Offering 225,000,000
No. of Offer Shares reallocated to the Hong Kong Public Offering
(clawback)
100,000,000
Final no. of Offer Shares under the International Offering 125,000,000
% of Offer Shares under the International Offering to the Global
Offering
50%

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 in directly 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 pl acees 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.

LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of Shares held
in the Company subject
to lock-up undertakings
upon Listing
% of shareholding in the
Company subject to lock-up
undertakings upon listing
Last day subject to the
lock-up undertakings
Softo BVI (Note) 442,125,000 44.21% 26 September 2025
(First Six-Month Period)
26 March 2026
(Second Six-Month
Period)
Wish BVI (Note) 120,000,000 12.00% 26 September 2025
(First Six-Month Period)
26 March 2026
(Second Six-Month
Period)
Galaxey BVI (Note) 112,875,000 11.29% 26 September 2025
(First Six-Month Period)
26 March 2026
(Second Six-Month
Period)
Subtotal 675,000,000 67.50%


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Name
Number of Shares held
in the Company subject
to lock-up undertakings
upon Listing
% of shareholding in the
Company subject to lock-up
undertakings upon listing
Last day subject to the
lock-up undertakings
In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period
ends on 26 September 2025 and for the second six-month period, on 26 March 2026.

The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the Prospectus. Please
see “Underwriting – Underwriting Arrangements and Expenses – Undertakings pursuant to the Listing Rules –
Undertakings by our Controlling Shareholders” in the Prospectus for further details.

Note:
As at the date of this announcement, Softo BVI directly holds 442,125,000 Shares  and is the sole shareholder of
Wish BVI and Galaxey BVI. Mr. Ngan is the sole shareholder of Softo BVI.


Other Existing Shareholders
Name
Number of Shares held
in the Company subject
to lock-up undertakings
upon Listing
% of shareholding in the
Company subject to lock-up
undertakings upon listing
Last day subject to the
lock-up undertakings
Aspiring BVI (Note) 45,375,000 4.54% 26 September 2025
Ambition BVI (Note) 29,625,000 2.96% 26 September 2025
Subtotal 75,000,000 7.50%
Each of the above existing Shareholders has given a voluntary lock -up undertaking in favour of the Company, the
Sole Sponsor and the Joint Global Coordinators (for themselves and on behalf of the Underwriters), pursuant to
which certain lock-up restrictions have been imposed on its Shares for six months from the Listing Date. Please see
“Underwriting – Underwriting Arrangements and Expenses – Undertakings by Certain Existing Shareholders
pursuant to Lock-up Deeds” in the Prospectus for further details.

Note:
As at the date of this announcement, Aspiring BVI directly holds 45,375,000 Shares and is the sole shareholder of
Ambition BVI. Mr. Zeng is the sole shareholder of Aspiring BVI.


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PLACEE CONCENTRATION ANALYSIS
Placees*  Number of Shares allotted

Allotment as % of International Offering  Allotment as % of total Offer Shares  Number of  Shares held upon Listing  % of total issued share capital upon Listing
Top 1      23,955,000       19.16%       9.58%       23,955,000      2.40%
Top 5      59,955,000       47.96%       23.98%       59,955,000      6.00%
Top 10      79,155,000      63.32%       31.66%       79,155,000      7.92%
Top 25      114,505,000      91.60%       45.80%       114,505,000      11.45%

Note:
* Ranking of placees is based on the number of Shares allotted to the placees.


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SHAREHOLDER CONCENTRATION ANALYSIS

Shareholders*
Number of Shares
allotted

Allotment as % of
International Offering
Allotment as % of total Offer
Shares
Number of  Shares held upon
Listing
% of total issued share capital upon
Listing
Top 1      0       0.00%       0.00%      675,000,000       67.50%
Top 5

46,755,000  37.40%       18.70%       796,755,000       79.68%
Top 10

71,955,000      57.56%      28.78%       821,955,000       82.20%
Top 25

110,845,000       88.68%       44.34%       860,845,000       86.08%

Note:
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
Listing.

BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFER
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:

    Approximate
    percentage
    allotted of the
 Number    Number    total number of
 of Shares   of valid    shares applied
 applied for   applications   Basis of allocation/ballot for

Pool A

5,000 7,128

2,139 out of 7,128 applicants to receive 5,000
shares
30.01%
10,000 1,638  625 out of 1,638 applicants to receive 5,000
shares
19.08%
15,000 1,645  721 out of 1,645 applicants to receive 5,000
shares
14.61%
20,000 831  403 out of 831 applicants to receive 5,000 shares 12.12%
25,000 527  276 out of 527 applicants to receive 5,000 shares 10.47%
30,000 474  264 out of 474 applicants to receive 5,000 shares 9.28%
35,000 246  145 out of 246 applicants to receive 5,000 shares 8.42%
40,000 233  144 out of 233 applicants to receive 5,000 shares 7.73%
45,000 120  77 out of 120 applicants to receive 5,000 shares 7.13%


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50,000 1,077  715 out of 1,077 applicants to receive 5,000
shares
6.64%
60,000 272  193 out of 272 applicants to receive 5,000 shares 5.91%
70,000 149  112 out of 149 applicants to receive 5,000 shares 5.37%
80,000 614  480 out of 614 applicants to receive 5,000 shares 4.89%
90,000 134  109 out of 134 applicants to receive 5,000 shares 4.52%
100,000 1,115  940 out of 1,115 applicants to receive 5,000
shares
4.22%
150,000 839  813 out of 839 applicants to receive 5,000 shares 3.23%
200,000 329  5,000 shares 2.50%
250,000 283  5,000 shares plus 45 out of 283 applicants to
receive an additional 5,000 shares
2.32%
300,000 218  5,000 shares plus 51 out of 218 applicants to
receive an additional 5,000 shares
2.06%
350,000 156  5,000 shares plus 47 out of 156 applicants to
receive an additional 5,000 shares
1.86%
400,000 122  5,000 shares plus 44 out of 122 applicants to
receive an additional 5,000 shares
1.70%
450,000 75  5,000 shares plus 32 out of 75 applicants to
receive an additional 5,000 shares
1.59%
500,000 407  5,000 shares plus 191 out of 407 applicants to
receive an additional 5,000 shares
1.47%
600,000 125  5,000 shares plus 71 out of 125 applicants to
receive an additional 5,000 shares
1.31%
700,000 82  5,000 shares plus 54 out of 82 applicants to
receive an additional 5,000 shares
1.18%
800,000 101  5,000 shares plus 74 out of 101 applicants to
receive an additional 5,000 shares
1.08%
900,000 63  5,000 shares plus 51 out of 63 applicants to
receive an additional 5,000 shares
1.01%
1,000,000 362  10,000 shares 1.00%
2,000,000 159  10,000 shares plus 35 out of 159 applicants to
receive an additional 5,000 shares
0.56%
3,000,000 82  10,000 shares plus 60 out of 82 applicants to
receive an additional 5,000 shares
0.46%
4,000,000 35  15,000 shares 0.38%
5,000,000 36  15,000 shares plus 9 out of 36 applicants to
receive an additional 5,000 shares
0.33%
6,000,000 18  15,000 shares plus 9 out of 18 applicants to
receive an additional 5,000 shares
0.29%
7,000,000 11  15,000 shares plus 8 out of 11 applicants to
receive an additional 5,000 shares
0.27%
8,000,000 25  15,000 shares plus 21 out of 25 applicants to
receive an additional 5,000 shares
0.24%

 Total   19,731
Total number of Pool A successful applicants:
10,845


Pool B


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9,000,000

50
470,000 shares plus 9 out of 50
applicants to receive an additional 5,000
shares 5.23%

10,000,000                      4   515,000 shares 5.15%

11,000,000                      3   565,000 shares 5.14%

12,500,000

55   640,000 shares 5.12%

 Total   112
Total number of Pool B successful
applicants: 112


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 inquiri es.

COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that , except for the Listing Rules that have been waived  and/or in respect of which
consent has been obtained, the Company has complied with the Listing Rules and guidance materials in relation
to the placing, allotment and listing of the Company’s shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the public
(as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by them was the
same as the final Offer Price in ad dition to any brokerage, AFRC transaction levy, SFC transaction levy and
trading fee payable.
DISCLAIMERS

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the
contents of this announcement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
States (including its territories and possessions, any state of the United States  and the District of Columbia).
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
securities in   the United States. The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities may not
be offered or sold in the United States except pursuant to an exemption from the registration requirements of
the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities
in the United States.
The Offer Shares are being offered and sold  outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securiti es. This announcement is not a prospectus. Potential investors should read
the Prospectus dated 19 March 2025 issued by the Company for detailed information about the Global Offering
described below before deciding whether or not to invest in the Offer Shares thereby being offered.
*Potential investors of  the Offer Shares should note that the Sole Overall Coordinator (for themselves and on
behalf of  the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong


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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering
– Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on  the  Listing
Date (which is currently expected to be on Thursday, 27 March 2025).

PUBLIC FLOAT AND FREE FLOAT
Immediately following the completion of the Global Offering, (i) an aggregate of 250,000,000 or 25.00% of the
total issued share capital of the Company will be held in public hands and will satisfy the minimum percentage
as prescribed under Rule 8.08(1)(a) of the Listing Rules; (ii) the three largest public Shareholders do not hold
more than 50% of the Shares in public hands at the time of Listing in compliance with Rules 8.08(3) and  8.24
of the Listing Rules; (iii) there will not be any new substantial shareholder (as defined in the Listing Rules) of
the Company immediately after the Global Offering; (iv) no placee will, individually, be placed more than 10%
of the enlarged issued sh are capital of the Company immediately after the Global Offering ; and (v) there will
be at least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.

COMMENCEMENT OF DEALINGS
Share certificates will only become valid at 8:00 a.m. on Thursday, 27 March 2025 (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 for
Termination” in the Prospectus has not been exercised. Investors who trade  the Shares prior to the receipt of
Share certificates or prior to the Share certificates becoming valid do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday, 27 March 2025
(Hong Kong time), it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m.
on Thursday, 27 March 2025 (Hong Kong time). The Shares will be traded in board lots of 5,000 Shares each.
The stock code of the Shares will be 2569.

By order of the Board
Soft International Group Ltd
舒寶國際集團有限公司
Ngan Pui Kuan
Chairman and Executive Director

Hong Kong, 26 March 2025

As at the date of this announcement, the Board comprises (i) Mr. Ngan Pui Kuan, Mr. Zeng Guodong, Mr. Zhou
Jiahao and Mr. Gao Yue as executive Directors; (ii) Mr. Cai Hao as non-executive Director; and (iii) Ms. Leong
Kai Weng Subrina, Mr. Wong Tai Wai David and Mr. Ng Brian Hong Jing as independent non -executive
Directors.