5b9835c289
Request: Run the scheduled HK IPO analyst refresh as of 2026-06-23T15:00:19Z, refresh online archive facts first, rebuild the analysis dataset, write the latest Chinese broad candidate report, mirror it to reports/README.md, and preserve stage discipline. Changes: - Refreshed HKEX current-listing pages, VBKR/Jieli T0.95 market heat, ipohk external history, A/H quote evidence, and current HKEX document searches. - Archived official HKEX allotment-result PDFs and extracted text for 02335 and 06106; parsed official T1 demand into ipo_demand without copying market heat into official fields. - Rebuilt analysis_model_v0_dataset.csv and refreshed sync/source snapshots. - Updated reports/2026-06-23_latest_ipo_candidates_analysis.md and mirrored the same content to reports/README.md, including current ranking, fundamentals, unresolved-D1 risk/reward table, closed/waiting names, 30-day review, guardrails, and sources. Verification: - git diff --check - Rebuilt analysis dataset for 2026-06-23T15:00:19Z - Python check that reports/README.md matches the dated report and required new facts are present - Python check that 15:00Z heat has 8 ipo_market_heat rows and current actionable names have no official ipo_demand rows - Python check that 02335 and 06106 official T1 fields match HKEX allotment results - Python check that 77 source refs archived at 2026-06-23T15:00:19Z use repo-relative paths, files exist, and hashes match Next useful context: - 02335 and 06106 now have official T1 demand, but D1/T2 remain data_gap until listing-day evidence is archived. - 00901 Yahoo D1 fetch still returns 404; ipohk remains only a third-party cross-check.
1316 lines
56 KiB
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1316 lines
56 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
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
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as those defined in the prospectus dated June 15, 2026 (the “Prospectus”) issued by Shanghai Seer
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Intelligent Technology Co., Ltd. (ʮ̡) (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, 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
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for securities in the United States or in any other jurisdictions. The securities mentioned herein have not
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been, and will not be, registered under the United States Securities Act of 1933 as amended from time to time
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(the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United States and may
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not be offered, sold, pledged or otherwise transferred within the United States except in transactions exempt
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from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer
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of securities in the United States. The Offer Shares are being offered and sold outside the United States in
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offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities
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Limited, as stabilizing manager (the “ Stabilizing Manager”), or any person acting for it, on behalf of the
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Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market
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price of the Shares at a level higher than that which might otherwise prevail for a limited period after the
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Listing Date. However, there is no obligation on the Stabilizing Manager, or any person acting for it to
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conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion
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of the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such
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stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of
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applications under the Hong Kong Public Offering. Such stabilizing action, if taken, may be effected in all
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jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and
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regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of
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the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the
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Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares
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for longer than the stabilization period, which begins on the Listing Date and is expected to expire on the
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30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date,
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when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
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could fall.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator (for itself and on
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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 section
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headed “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering —
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Hong Kong Underwriting Agreement — Grounds for Termination” in the Prospectus at any time prior to
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8:00 a.m. (Hong Kong time) on the Listing Date.
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--- page 2 ---
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– 2 –
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Shanghai Seer Intelligent Technology Co., Ltd.
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ʮ̡
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(A joint stock company established in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares
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under the Global Offering
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: 10,497,300 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 2,099,500 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 8,397,800 H Shares (as adjusted after
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allocation and subject to the Over-
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allotment Option)
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Offer Price : HK$101.60 per H Share, plus brokerage
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of 1.0%, AFRC transaction levy of
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0.00015%, SFC transaction levy of
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0.0027% and Stock Exchange trading
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fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 06106
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Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators,
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Joint Global Coordinators, Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Global Coordinators, 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 Seer Intelligent 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
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same meanings as those defined in the prospectus dated June 15, 2026 (the “Prospectus”)
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issued by Shanghai Seer Intelligent Technology Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of
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Shareholders, Shareholders and prospective investors should be aware that the price
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of the H Shares could move substantially even with a small number of H Shares traded
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and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 06106
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Stock short name SEER TECH
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Dealings commencement date June 24, 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$101.60
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Offer Price Range N/A
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Offer Price Adjustment exercised N/A
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--- page 4 ---
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– 4 –
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-
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allotment Option)
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10,497,300
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Number of Offer Shares in Hong Kong Public
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Offering (after reallocation)
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2,099,500
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Number of Offer Shares in International Offering
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(after reallocation and before exercise of the Over-
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allotment Option)
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8,397,800
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Number of issued Shares upon Listing (before
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exercise of the Over-allotment Option)
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110,497,300
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 0*
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— Hong Kong Public Offering —
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— International Offering —
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* The Offer Size Adjustment Option has not been exercised.
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Over-allocation
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No. of Offer Shares over-allocated 1,574,550
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Such over-allocation may be covered by exercising the Over-allotment Option or by
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making purchases in the secondary market at prices that do not exceed the Offer Price
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or through deferred delivery or a combination of these means. In the event the Over-
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allotment Option is exercised, an announcement will be made on the Stock Exchange’s
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website.
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--- page 5 ---
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– 5 –
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Proceeds
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Gross proceeds (Note) HK$1,066.5 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$(71.2) million
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Net proceeds HK$995.4 million
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Note: 1. Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of
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the use of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of
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the Prospectus. The Company will adjust the allocation of the net proceeds from the exercise
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of the Over-allotment Option (if any) for the purposes as set out in the section headed “Future
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Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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2. The discrepancy in the table between total and sums of amounts listed therein is due to
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rounding.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 222,966
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No. of successful applications 38,687
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Subscription level 5,934.56 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the
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Hong Kong Public Offering
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524,900
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No. of Offer Shares reallocated from the
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International Offering (claw-back)
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1,574,600
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Final no. of Offer Shares under the Hong Kong
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Public Offering (after reallocation)
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2,099,500
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% of Offer Shares under the Hong Kong Public
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Offering to the Global Offering (before the exercise
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of the Over-allotment Option)
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20.00%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors
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can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number
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or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 6 ---
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– 6 –
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INTERNATIONAL OFFERING
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No. of placees 134
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Subscription Level 21.29 times
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No. of Offer Shares initially available under the
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International Offering
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9,972,400
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Final no. of Offer Shares under the International
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Offering (after reallocation and before the exercise
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of the Over-allotment Option)
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8,397,800
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% of Offer Shares under the International Offering
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to the Global Offering before the exercise of the
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Over-allotment Option
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80.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of
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its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the
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Company, any of the Directors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries
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or their respective close associates in relation to the acquisition, disposal, voting or other
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disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 7 ---
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– 7 –
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Cornerstone Investors
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Name Note 1
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No. of
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Offer Shares
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allocated
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Approximate
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% of
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the Offer
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Shares Note 2
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Approximate %
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of total issued
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share capital
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after the Global
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Offering Note 3
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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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HHLR Advisors, Ltd. (“HHLRA”) 1,156,650 11.02% 1.05% No
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Yuanbao Family Office Limited
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(“Yuanbao Family Office (፬)”) 1,156,650 11.02% 1.05% No
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3W Fund Management Limited (“3W Fund”) 771,100 7.35% 0.70% No
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GF Fund Management Co., Ltd.
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(ʮ̡) (“GF Fund Management”)
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and GF International Investment Management Limited
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(ʮ̡) (“GF Fund HK”,
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together with GF Fund Management, “GF Fund”) 462,650 4.41% 0.42% No
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Ruihua (International) Investment Limited
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(ശ(ყ)ʮ̡) (“Ruihua Investment”) 385,550 3.67% 0.35% No
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Zhonghe Capital (through GF Securities Asset Management
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(Guangdong) Co., Ltd (“GF Securities AM”) as the
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qualified domestic institutional investor)3 231,300 2.20% 0.21% No
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Yishao Capital Management (HK) Limited
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(“Yishao Capital”) 231,300 2.20% 0.21% No
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Nova Kerry Inc. 154,200 1.47% 0.14% No
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Subtotal 4,549,400 43.34% 4.12%
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Notes:
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1. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors” of the Prospectus.
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2. Assuming the Over-allotment Option is not exercised.
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3. Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. (ᎀᔐʕձ(ݵ)ʮ̡ ) (“Splendid Zhonghe Investment”) has entered into Cornerstone
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Investment Agreement with the Company. Splendid Zhonghe Investment is a limited liability company incorporated in China on January 17, 2017. It is a wholly-owned
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subsidiary of Splendid Zhonghe (Beijing) Capital Co., Ltd. ( ᎀᔐʕձ (̏ԯ )ʮ̡ ) (“Zhonghe Capital ”). Since the date of the prospectus, Zhonghe
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Capital has finalized its subscription arrangements. Splendid Zhonghe Investment has engaged GF Securities AM, an asset manager that is a qualified domestic
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institutional investor as approved by the relevant PRC authority, to subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of Zhonghe
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Capital, in the name of: (1) CIB-GFAM CHINA HK STOCKS MULTISTRATEGY AMA NO.7 (εʩഄଫ 7ྌ (QDII))) and (ii) SPDB
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— GF SECURITIES ASSET MANAGEMENT (GUANGDONG) CO.,LTD. CHKMS AMA NO.12 (εʩഄଫ 12ྌ (QDII)).
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--- page 8 ---
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– 8 –
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Allottees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares Note 1
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% of total
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issued
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H-shares after
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the Global
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Offering upon
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listing Note 1
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% of
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shareholding
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in the
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Company upon
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listing Note 1 Relationship
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Allottees with consent under paragraph 1C(1) of the Appendix F1 to the Listing Rules (the “Placing Guidelines”) and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to connected clients
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CICC Financial Trading Limited (“CICC FT”)
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(in connection with Hangzhou Zheshi OTC
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Swaps)
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430,700 4.10% 0.39% 0.39% Connected client
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CICC FT (in connection with Aochuang
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Hangzhou OTC Swaps)
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501,200 4.77% 0.45% 0.45% Connected client
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CICC FT (in connection with Tibet Longrising
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OTC Swaps)
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3,700 0.04% 0.0033% 0.0033% Connected client
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CICC FT (in connection with Shanghai Tongyi
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OTC Swaps)
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400 0.0038% 0.0036% 0.0036% Connected client
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China Asset Management (Hong Kong) Limited
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(“China AM”)
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1,600 0.02% 0.0014% 0.0014% Connected client
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China Universal Asset Management (Hong Kong)
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Company Limited (“China UAM”)
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7,700 0.07% 0.01% 0.01% Connected client
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Fullgoal Asset Management (HK) Limited
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(“Fullgoal AMHK”)
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270,450 2.58% 0.24% 0.24% Connected client
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Fullgoal Fund Management Company Limited
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(“Fullgoal Fund”)
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115,100 1.10% 0.10% 0.10% 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. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in
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relation to allocations to connected clients, please refer to the section headed “Allottees with waivers/consents obtained — International
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Offering — Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations to connected clients” of this announcement.
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--- page 9 ---
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– 9 –
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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Shares held in
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the Company
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subject to lock-up
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undertakings upon
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listing
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% of total issued
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Shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing Note 1
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Last day subject
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to the lock-up
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undertakings Note 2
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Mr. Zhao Yue (“Mr. Zhao”) 17,050,617 15.43% June 24, 2027
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Shanghai Xianyi Enterprise Management Partnership
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(Limited Partnership) (ɪऎ̀ɓΆุ၍ଣΥྫΆุ(ࠢ
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Υྫ)) (“ Shanghai Xianyi”)
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15,461,117 13.99% June 24, 2027
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Shanghai Xiansan Enterprise Management Partnership
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(Limited Partnership) (ɪऎ̀ɧΆุ၍ଣΥྫΆุ(ࠢ
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Υྫ)) (“Shanghai Xiansan”)
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7,960,265 7.20% June 24, 2027
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Shanghai Xianwu Enterprise Management Partnership
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(Limited Partnership) (ɪऎ̀ʞΆุ၍ଣΥྫΆุ(ࠢ
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Υྫ)) (“Shanghai Xianwu”)
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4,823,140 4.36% June 24, 2027
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Shanghai Xianliu Enterprise Management Partnership
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(Limited Partnership) (ɪऎ̀ʬΆุ၍ଣΥྫΆุ(ࠢ
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Υྫ)) (“Shanghai Xianliu”)
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3,324,871 3.01% June 24, 2027
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Shanghai Xianqi Enterprise Management Partnership
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(Limited Partnership) (ɪऎ̀ɖΆุ၍ଣΥྫΆุ(ࠢ
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Υྫ)) (“Shanghai Xianqi”)
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4,265,688 3.86% June 24, 2027
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Subtotal 52,885,698 47.86%
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Notes:
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1. Assuming the Over-allotment Option is not exercised.
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2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws and relevant lock-up undertakings as
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disclosed in the Prospectus.
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--- page 10 ---
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– 10 –
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Key Persons (as defined under Rule 18C.14 of the Listing Rules)
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Name
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Number of
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Shares held in
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the Company
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subject to lock-
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up undertakings
|
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upon listing
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% of total issued
|
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Shares after the
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Global Offering
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subject to lock-
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up undertakings
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upon listing Note 1
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Last day subject
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to the lock-up
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undertakings
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Note 2
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Mr. Zhao 17,050,617 15.43% June 24, 2027
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Shanghai Xianyi 15,461,117 13.99% June 24, 2027
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Shanghai Xiansan 7,960,265 7.20% June 24, 2027
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Shanghai Xianwu 4,823,140 4.36% June 24, 2027
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Shanghai Xianliu 3,324,871 3.01% June 24, 2027
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Shanghai Xianqi 4,265,688 3.86% June 24, 2027
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Subtotal 52,885,698 47.86%
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Notes:
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1. Assuming the Over-allotment Option is not exercised.
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2. Each of such core R&D members of the Company and/or Directors has undertaken that the partnership interests held by
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him/her in these partnerships are subject to a lock-up period of 12 months after the Listing Date (the “Partnership Lock-up
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Period”) pursuant to Rule 18C.14 of the Listing Rules.
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3. The Company determined the key personnel, namely Mr. Zhao, Mr. Wang Qun, Mr. Ye Yangsheng, Dr. Huang Qiangsheng and
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Dr. Zhang Tengyu, based on their roles and expertise in leading the development of our core technologies in relation to the
|
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Specialist Technology Products and their seniority within the R&D department of the Company. These key personnel play
|
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critical roles in driving the Company’s product innovation and overall business development. Please refer to section headed
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“Business — Research and Development — R&D Team and Core Members” in the Prospectus for further details of their
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biographies. The key personnel directly or indirectly hold the Shares through Shanghai Xianyi, Shanghai Xiansan, Shanghai
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Xianwu, Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, and all the respective ultimate
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beneficial interests in these platforms held by the key personnel shall be subject to disposal restrictions pursuant to Rules
|
||
18C.14 of the Listing Rules at the time of the Listing.
|
||
|
||
|
||
--- page 11 ---
|
||
– 11 –
|
||
Pathfinder SIIs
|
||
Name
|
||
Number of
|
||
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
|
||
Zhuhai Yinshan Modern Logistics Industry Equity
|
||
Investment Fund (Limited Partnership) (मऎ
|
||
ږ(Υྫ))
|
||
(“Zhuhai Yinshan”) 14,249,432 12.90% June 24, 2027
|
||
Ecovacs (Hainan) Investment Co., Ltd. (Ӝ
|
||
(ی)ʮ̡) (“Ecovacs Investment
|
||
Hainan”) 6,446,709 5.83% June 24, 2027
|
||
Nanjing SAIF Equity Investment Fund (L.P.) (ԯ
|
||
ږ(Υྫ)) (“Nanjing SAIF”) 2,327,951 2.11% June 24, 2027
|
||
Hangzhou Fuyang SAIF Yi’an Equity Investment
|
||
Partnership (Limited Partnership) (ψబජᒄ
|
||
ᛆҳ༟ΥྫΆุ(Υྫ)) (“SAIF
|
||
Yi’an”) 1,306,751 1.18% June 24, 2027
|
||
Nanjing SAIF Yulin Equity Investment Partnership
|
||
Enterprise (Limited Partnership) (ٰ؍ڠ
|
||
ᛆҳ༟ΥྫΆุ(Υྫ)) (“SAIF Yulin”) 390,078 0.35% June 24, 2027
|
||
Jiaxing Tengyuan Investment Partnership (Limited
|
||
Partnership) (ྗጳᙜʩҳ༟ΥྫΆุ(Υྫ))
|
||
(“Jiaxing Tengyuan”) 234,042 0.21% June 24, 2027
|
||
Subtotal 24,954,963 22.58%
|
||
Notes:
|
||
1. Each of the Shareholders listed in the above table is a pathfinder SII of the Company as defined under Chapter 2.5 of the
|
||
Guide for New Listing Applicants. Please refer to the section headed “History, Development and Corporate Structure —
|
||
Capitalization of the Company” in the Prospectus for further details.
|
||
2. All Pathfinder SIIs shall not dispose of any of the Shares held by them within the 12 months following the Listing Date as
|
||
required under the applicable PRC laws and relevant lock-up undertakings as disclosed in the Prospectus. In accordance
|
||
with Rule 18C.14(2) of the Listing Rules, the required lock-up period commences on the date by reference to which disclosure
|
||
of its shareholding is made in the Prospectus and ends on the date which is six months from the Listing Date. In addition to
|
||
the lock-up requirement under Rule 18C.14(2) of the Listing Rules, all existing Shareholders shall not dispose of any of the
|
||
Shares held by them within the 12 months following the Listing Date, i.e. June 24, 2026, as required under the applicable
|
||
PRC laws.
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
Other Pre-IPO Investors
|
||
Name
|
||
Number of
|
||
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
|
||
Ningbo Meishan Bonded Port Area Huilidaoqin
|
||
Investment Management Center (Limited
|
||
Partnership) (ಥਜිл༸ාҳ༟၍
|
||
ଣʕː(Υྫ)) (“Ningbo Huilidaoqin”) 9,654,483 8.74% June 24, 2027
|
||
Tianjin Dehui Investment Management Partnership
|
||
(Limited Partnership) (ᅃሾҳ༟၍ଣΥྫΆ
|
||
ุ(Υྫ)) (“Tianjin Dehui”) 5,349,599 4.84% June 24, 2027
|
||
Hangzhou Yuanqiao Zhixing Venture Capital
|
||
Partnership Enterprise (Limited Partnership) (
|
||
ψჃ౽Б௴ุҳ༟ΥྫΆุ(Υྫ) )
|
||
(“Hangzhou Yuanqiao”) 4,455,980 4.03% June 24, 2027
|
||
Hangzhou Xiaoshan Haolan Equity Investment
|
||
Fund Partnership Enterprise (Limited Partnership)
|
||
ΥྫΆุ(Υྫ)
|
||
(“Hangzhou Haolan”) 1,170,225 1.06% June 24, 2027
|
||
Wuxi Liangxi Science and Technology City
|
||
Hongtai Xinzhi Investment Partnership Enterprise
|
||
(Limited Partnership) (ݳ۬
|
||
इอ౽ҳ༟ΥྫΆุ(Υྫ)) (“ Hongtai
|
||
Investment”) 1,529,052 1.38% June 24, 2027
|
||
Subtotal 22,159,339 20.05%
|
||
Notes:
|
||
1. Assuming the Over-allotment Option is not exercised.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
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
|
||
HHLRA 1,156,650 1.05% December 24, 2026
|
||
Yuanbao Family Office (፬) 1,156,650 1.05% December 24, 2026
|
||
3W Fund 771,100 0.70% December 24, 2026
|
||
GF Fund 462,650 0.42% December 24, 2026
|
||
Ruihua Investment 385,550 0.35% December 24, 2026
|
||
Zhonghe Capital (through GF Securities AM as the
|
||
qualified domestic institutional investor) 231,300 0.21% December 24, 2026
|
||
Yishao Capital 231,300 0.21% December 24, 2026
|
||
Nova Kerry Inc. 154,200 0.14% December 24, 2026
|
||
Subtotal 4,549,400 4.12%
|
||
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 December 24, 2026. 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 14 ---
|
||
– 14 –
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 1,156,650 13.7733 11.5986 11.0185 9.5814 1,156,650 1.0468 1.0321
|
||
Top 5 4,124,250 49.1112 41.3569 39.2886 34.1642 4,124,250 3.7325 3.68
|
||
Top 10 6,129,100 67.0166 56.4351 53.6125 46.6201 6,129,100 5.0932 5.0216
|
||
Top 25 9,136,350 102.8265 86.591 82.2603 71.5313 9,136,350 7.8151 7.7049
|
||
Note
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued Share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Top 1 0 N/A N/A 0.0000 0.0000 17,050,617 15.4308 15.2140
|
||
Top 5 0 N/A N/A 0.0000 0.0000 64,375,914 58.2601 57.4416
|
||
Top 10 0 N/A N/A 0.0000 0.0000 89,717,030 81.1938 80.0531
|
||
Top 25 6,399,550 76.2053 64.1730 60.9635 53.0123 106,399,550 94.9385 94.0412
|
||
Note
|
||
* Ranking of H Shareholders is based on the number of H Shares (of all classes) held by the H
|
||
Shareholders upon Listing.
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 38,687 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOCATION/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
50 70,566 3,528 out of 70,566 to receive 50 Shares 5.00%
|
||
100 10,449 627 out of 10,449 to receive 50 Shares 3.00%
|
||
150 5,530 373 out of 5,530 to receive 50 Shares 2.25%
|
||
200 4,371 314 out of 4,371 to receive 50 Shares 1.80%
|
||
250 3,763 287 out of 3,763 to receive 50 Shares 1.53%
|
||
300 3,298 264 out of 3,298 to receive 50 Shares 1.33%
|
||
350 3,045 254 out of 3,045 to receive 50 Shares 1.19%
|
||
400 2,617 226 out of 2,617 to receive 50 Shares 1.08%
|
||
450 14,742 1,312 out of 14,742 to receive 50 Shares 0.99%
|
||
500 7,310 669 out of 7,310 to receive 50 Shares 0.92%
|
||
600 3,410 327 out of 3,410 to receive 50 Shares 0.80%
|
||
700 2,370 237 out of 2,370 to receive 50 Shares 0.71%
|
||
800 1,765 183 out of 1,765 to receive 50 Shares 0.65%
|
||
900 3,854 411 out of 3,854 to receive 50 Shares 0.59%
|
||
1,000 6,394 701 out of 6,394 to receive 50 Shares 0.55%
|
||
1,500 4,303 525 out of 4,303 to receive 50 Shares 0.41%
|
||
2,000 3,327 438 out of 3,327 to receive 50 Shares 0.33%
|
||
2,500 2,527 352 out of 2,527 to receive 50 Shares 0.28%
|
||
3,000 2,395 350 out of 2,395 to receive 50 Shares 0.24%
|
||
3,500 1,832 279 out of 1,832 to receive 50 Shares 0.22%
|
||
4,000 1,780 281 out of 1,780 to receive 50 Shares 0.20%
|
||
4,500 1,450 236 out of 1,450 to receive 50 Shares 0.18%
|
||
5,000 3,436 575 out of 3,436 to receive 50 Shares 0.17%
|
||
6,000 2,496 438 out of 2,496 to receive 50 Shares 0.15%
|
||
7,000 3,053 558 out of 3,053 to receive 50 Shares 0.13%
|
||
8,000 1,672 316 out of 1,672 to receive 50 Shares 0.12%
|
||
9,000 1,424 278 out of 1,424 to receive 50 Shares 0.11%
|
||
10,000 8,958 1,797 out of 8,958 to receive 50 Shares 0.10%
|
||
20,000 6,846 1,648 out of 6,846 to receive 50 Shares 0.06%
|
||
30,000 4,268 1,143 out of 4,268 to receive 50 Shares 0.04%
|
||
40,000 7,179 2,068 out of 7,179 to receive 50 Shares 0.04%
|
||
Total 200,430 Total number of Pool A successful applicants: 20,995
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
NO. OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOCATION/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
50,000 7,560 4,443 out of 7,560 to receive 50 Shares 0.06%
|
||
60,000 2,376 1,583 out of 2,376 to receive 50 Shares 0.06%
|
||
70,000 2,373 1,759 out of 2,373 to receive 50 Shares 0.05%
|
||
80,000 1,249 1,015 out of 1,249 to receive 50 Shares 0.05%
|
||
90,000 725 639 out of 725 to receive 50 Shares 0.05%
|
||
100,000 2,713 50 Shares 0.05%
|
||
150,000 1,599 50 Shares plus 406 out of 1,599 to receive additional 50 Shares 0.04%
|
||
200,000 1,376 50 Shares plus 729 out of 1,376 to receive additional 50 Shares 0.04%
|
||
262,450 2,565 50 Shares plus 2,168 out of 2,565 to receive additional 50
|
||
Shares
|
||
0.04%
|
||
|
||
Total: 22,536 Total number of Pool B successful applicants: 17,692
|
||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||
in the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants. Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/
|
||
or in respect of which consent has been obtained, the Company has complied with the
|
||
Listing Rules and guidance materials in relation to the placing, allotment and listing of the
|
||
Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by
|
||
the placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||
subscribed for or purchased by them was the same as the final Offer Price in addition to any
|
||
brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee
|
||
payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||
the Offer Shares (excluding any Shares issued and/or to be issued pursuant to the exercise
|
||
of any offer Size Adjustment Option and/or Over-allotment Option) have been allocated to
|
||
and taken up by independent price setting investors in compliance with Rule 18C.08 of the
|
||
Listing Rules.
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company
|
||
will be held by sophisticated independent investors at the time of Listing in compliance with
|
||
Chapter 2.5 of the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As (i) the Hong Kong Public Offering is oversubscribed by more than 50 times and (ii) the
|
||
reallocation pursuant to Paragraph 4.2 of Practice Note 18 of the Listing Rules (as modified
|
||
by Rule 18C.09 of the Listing Rules) as described in the section headed “Structure of the
|
||
Global Offering — The Hong Kong Public Offering — Reallocation” of the Prospectus
|
||
is exercised, the clawback arrangement is triggered and Offer Shares were reallocated to
|
||
the Hong Kong Public Offering from the International Offering, so that the total number
|
||
of Offer Shares available under the Hong Kong Public Offering is 2,099,500 Offer Shares,
|
||
representing 20% of the Offer Shares initially available under the Global Offering.
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of
|
||
their connected distributors pursuant to the Placing Guidelines. Please refer to the section
|
||
headed “Allotment Results Details — International Offering — Allottees with Waivers/
|
||
Consents Obtained” in this announcement for details. The Company has applied to the Stock
|
||
Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the
|
||
Placing Guidelines to permit the Company to allocate such Offer Shares in the International
|
||
Offering to the connected clients. The allocation of Offer Shares to such connected clients
|
||
is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
Details of the placement to connected clients are set out below.
|
||
|
||
|
||
--- page 19 ---
|
||
– 19 –
|
||
No.
|
||
Connected
|
||
distributor Connected client
|
||
Relationship with
|
||
the connected
|
||
distributor
|
||
Whether the
|
||
connected
|
||
clients will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares on a
|
||
non-discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares
|
||
in issue
|
||
immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. China International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICCHKS”)
|
||
CICC FT
|
||
(in connection
|
||
with Hangzhou
|
||
Zheshi OTC
|
||
Swaps)1
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
No 430,700 4.10% 0.39%
|
||
CICC FT (in
|
||
connection
|
||
with Aochuang
|
||
Hangzhou OTC
|
||
Swaps)2
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
No 501,200 4.77% 0.45%
|
||
CICC FT (in
|
||
connection with
|
||
Tibet Longrising
|
||
OTC Swaps)3
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
No 3,700 0.04% 0.0033%
|
||
CICC FT (in
|
||
connection with
|
||
Shanghai Tongyi
|
||
OTC Swaps)4
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
No 400 0.0038% 0.0036%
|
||
|
||
Sub Total 936,000 8.92% 0.85%
|
||
|
||
|
||
--- page 20 ---
|
||
– 20 –
|
||
No.
|
||
Connected
|
||
distributor Connected client
|
||
Relationship with
|
||
the connected
|
||
distributor
|
||
Whether the
|
||
connected
|
||
clients will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares on a
|
||
non-discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent third
|
||
parties
|
||
Whether the
|
||
connected client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares
|
||
in issue
|
||
immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. CITIC Securities
|
||
Brokerage (HK)
|
||
Limited (“CSB”)
|
||
China Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited
|
||
(“China AM”)
|
||
China AM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
CSB
|
||
Discretionary basis No 1,600 0.02% 0.0014%
|
||
2. Orient Securities
|
||
(Hong Kong)
|
||
Limited
|
||
(“Orient”)
|
||
China Universal
|
||
Asset
|
||
Management
|
||
(Hong Kong)
|
||
Company
|
||
Limited (“China
|
||
UAM”)
|
||
China UAM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
Orient
|
||
Discretionary basis No 7,700 0.07% 0.01%
|
||
3. Haitong
|
||
International
|
||
Securities
|
||
Company
|
||
Limited (“HTI”)
|
||
Fullgoal Asset
|
||
Management
|
||
(HK) Limited
|
||
(“Fullgoal
|
||
AMHK”)
|
||
Fullgoal AMHK is
|
||
a member of the
|
||
same group of
|
||
the companies
|
||
as HTI
|
||
Discretionary basis No 270,450 2.58% 0.24%
|
||
Fullgoal Fund
|
||
Management
|
||
Company
|
||
Limited
|
||
(“Fullgoal
|
||
Fund”)
|
||
Fullgoal Fund is a
|
||
member of the
|
||
same group of
|
||
the companies
|
||
as HTI
|
||
Discretionary basis No 115,100 1.10% 0.10%
|
||
Sub Total 394,850 3.76% 0.36%
|
||
Total 1,330,850 12.68% 1.20%
|
||
|
||
|
||
--- page 21 ---
|
||
– 21 –
|
||
Notes:
|
||
1. CICC Financial Trading Limited (“CICC FT”) is a wholly-owned subsidiary of China International
|
||
Capital Corporation Limited, of which its shares are listed on the Shanghai Stock Exchange (stock
|
||
code: 601995) and the Stock Exchange (stock code: 3908). CICC FT and China International
|
||
Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions
|
||
(collectively, the “Hangzhou Zheshi OTC Swaps”) with each other and the ultimate clients (the “CICC
|
||
FT Ultimate Clients (Hangzhou Zheshi)”), pursuant to which CICC FT will hold the Offer Shares
|
||
on a non-discretionary basis to hedge the Hangzhou Zheshi OTC Swaps while the economic risks and
|
||
returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients (Hangzhou Zheshi),
|
||
subject to customary fees and commissions. The Hangzhou Zheshi OTC Swaps will be fully funded
|
||
by the CICC FT Ultimate Clients (Hangzhou Zheshi). During the terms of the Hangzhou Zheshi OTC
|
||
Swaps, all economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC
|
||
FT Ultimate Clients (Hangzhou Zheshi) and all economic loss shall be borne by the CICC FT Ultimate
|
||
Clients (Hangzhou Zheshi) through the Hangzhou Zheshi OTC Swaps, and CICC FT will not take part
|
||
in any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The Hangzhou Zheshi OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients
|
||
(Hangzhou Zheshi) may request CICC FT to redeem it at their own discretions, upon which CICC FT
|
||
may dispose of the Offer Shares and settle the Hangzhou Zheshi OTC Swaps in cash in accordance
|
||
with the terms and conditions of the OTC Swaps. Despite that CICC FT will hold the legal title of the
|
||
Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during
|
||
the terms of the Hangzhou Zheshi OTC Swaps according to its internal policy. The CICC FT Ultimate
|
||
Clients (Hangzhou Zheshi) for purpose of this placee subscription comprise ZheShi Quanying Private
|
||
Securities Investment Fund (ږ“( )Zheshi Quanying”) and ZheShi Puzhuo
|
||
No. 1 Private Securities Investment Fund (ږ“( )ZheShi Puzhuo”),
|
||
both of which are managed by Hangzhou Zheshi Private Fund Management Co., Ltd. (ͩӷ
|
||
ʮ̡) (“Hangzhou Zheshi”), in which Zhu Yin (ϡ), its legal representative, holds
|
||
30.5% equity interest. Save for Huang Lu (䔔ᚣ) (in respect of Zheshi Quanying) and Weng Jinjing
|
||
(ॽᡜዽ) (in respect of ZheShi Puzhuo), no investor holds 30% or more interest in either Zheshi
|
||
Quanying or ZheShi Puzhuo. To the best knowledge of Hangzhou Zheshi after due enquiry, each of
|
||
Zheshi Quanying, ZheShi Puzhuo, Hangzhou Zheshi and their respective ultimate beneficial owners is
|
||
an independent third party of the Group, CICC FT, CICCHKS and the companies which are members
|
||
of the same group of companies as each of the Underwriters.
|
||
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border
|
||
delta-one OTC swap transactions (collectively, the “Aochuang Hangzhou OTC Swaps”) with each
|
||
other and the ultimate client (the “CICC FT Ultimate Client (Aochuang Hangzhou)”), pursuant
|
||
to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Aochuang
|
||
Hangzhou OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed
|
||
to the CICC FT Ultimate Client (Aochuang Hangzhou), subject to customary fees and commissions.
|
||
The Aochuang Hangzhou OTC Swaps will be fully funded by the CICC FT Ultimate Client (Aochuang
|
||
Hangzhou). During the terms of the Aochuang Hangzhou OTC Swaps, all economic returns of the
|
||
Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Client (Aochuang
|
||
Hangzhou) and all economic loss shall be borne by the CICC FT Ultimate Client (Aochuang
|
||
Hangzhou) through the Aochuang Hangzhou OTC Swaps, and CICC FT will not take part in any
|
||
economic return or bear any economic loss in relation to the Offer Shares.
|
||
|
||
|
||
--- page 22 ---
|
||
– 22 –
|
||
The Aochuang Hangzhou OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate
|
||
Client (Aochuang Hangzhou) may request CICC FT to redeem it at their own discretions, upon which
|
||
CICC FT may dispose of the Offer Shares and settle the Aochuang Hangzhou OTC Swaps in cash in
|
||
accordance with the terms and conditions of the OTC Swaps. Despite that CICC FT will hold the legal
|
||
title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer
|
||
Shares during the terms of the Aochuang Hangzhou OTC Swaps according to its internal policy. The
|
||
CICC FT Ultimate Client (Aochuang Hangzhou) for purpose of this placee subscription comprises
|
||
Aochuang Jinchentaihe No. 1 Private Securities Investment Fund (इձ1ӷᗇՎҳ༟ਿ
|
||
ږ“( )Aochuang No.1”) which is managed by Aochuang (Hangzhou) Asset Management Co., Ltd. (ශ
|
||
௴(ψ)ʮ̡) (“Aochuang Hangzhou”). No investor holds 30% or more interest in
|
||
Aochuang No.1. Aochuang Hangzhou is wholly owned by Chen Lingxi (Ҏ). To the best knowledge
|
||
of Aochuang Hangzhou after due enquiry, each of Aochuang No.1, Aochuang Hangzhou and their
|
||
respective ultimate beneficial owners is an independent third party of the Group, CICC FT, CICCHKS
|
||
and the companies which are members of the same group of companies as each of the Underwriters.
|
||
3. CICC Financial Trading Limited (“CICC FT”) and China International Capital Corporation Limited
|
||
will enter into a series of cross border delta-one OTC swap transactions (collectively, the “Tibet
|
||
Longrising OTC Swaps”) with each other and the ultimate clients (the “CICC FT Ultimate Clients
|
||
(Tibet Longrising)”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary
|
||
basis to hedge the Tibet Longrising OTC Swaps while the economic risks and returns of the underlying
|
||
Offer Shares are passed to the CICC FT Ultimate Clients (Tibet Longrising), subject to customary fees
|
||
and commissions. The Tibet Longrising OTC Swaps will be fully funded by the CICC FT Ultimate
|
||
Clients (Tibet Longrising). During the terms of the Tibet Longrising OTC Swaps, all economic returns
|
||
of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients (Tibet
|
||
Longrising) and all economic loss shall be borne by the CICC FT Ultimate Clients (Tibet Longrising)
|
||
through the Tibet Longrising OTC Swaps, and CICC FT will not take part in any economic return or
|
||
bear any economic loss in relation to the Offer Shares.
|
||
The Tibet Longrising OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients
|
||
(Tibet Longrising) may request CICC FT to redeem it at their own discretions, upon which CICC FT
|
||
may dispose of the Offer Shares and settle the Tibet Longrising OTC Swaps in cash in accordance
|
||
with the terms and conditions of the OTC Swaps. Despite that CICC FT will hold the legal title of
|
||
the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares
|
||
during the terms of the Tibet Longrising OTC Swaps according to its internal policy. The CICC FT
|
||
Ultimate Clients (Tibet Longrising) for purpose of this placee subscription comprise Longrising
|
||
Qiangshu Private Securities Investment Fund (ږ“( )Longrising
|
||
Qiangshu”), Longrising Qiangye Private Securities Investment Fund (๕ᆀ᳅੶ุӷᗇՎҳ༟
|
||
ږ“( )Longrising Qiangye”), Longrising Qiangshi Private Securities Investment Fund (๕ᆀ᳅
|
||
ږ“( )Longrising Qiangshi”), all of which are managed by Tibet Longrising
|
||
Asset Management Co., Ltd. (ʮ̡) (“Tibet Longrising”), in which Zeng
|
||
Xiaojie (ಀወᆎ), its legal representative, holds 61.75% equity interest. Save for (i) Zeng Xiaojie who
|
||
holds 30% or more interest in each of Longrising Qiangshu and Longrising Qiangshi, and (ii) Zeng
|
||
Xiaojie and Hu Caiyang (ජ), who each hold 30% or more interest in Longrising Qiangye, no
|
||
investor holds 30% or more interest in the above entities. To the best knowledge of Tibet Longrising
|
||
after due enquiry, each of Longrising Qiangshu, Longrising Qiangye, Longrising Qiangshi, Tibet
|
||
Longrising and their respective ultimate beneficial owners is an independent third party of the Group,
|
||
CICC FT, CICCHKS and the companies which are members of the same group of companies as each
|
||
of the Underwriters.
|
||
|
||
|
||
--- page 23 ---
|
||
– 23 –
|
||
4. CICC Financial Trading Limited (“CICC FT”) and China International Capital Corporation Limited
|
||
will enter into a series of cross border delta-one OTC swap transactions (collectively, the “Shanghai
|
||
Tongyi OTC Swaps”) with each other and the ultimate clients (the “CICC FT Ultimate Clients
|
||
(Shanghai Tongyi)”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary
|
||
basis to hedge the Shanghai Tongyi OTC Swaps while the economic risks and returns of the underlying
|
||
Offer Shares are passed to the CICC FT Ultimate Clients (Shanghai Tongyi), subject to customary fees
|
||
and commissions. The Shanghai Tongyi OTC Swaps will be fully funded by the CICC FT Ultimate
|
||
Clients (Shanghai Tongyi). During the terms of the Shanghai Tongyi OTC Swaps, all economic returns
|
||
of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients (Shanghai
|
||
Tongyi) and all economic loss shall be borne by the CICC FT Ultimate Clients (Shanghai Tongyi)
|
||
through the Shanghai Tongyi OTC Swaps, and CICC FT will not take part in any economic return or
|
||
bear any economic loss in relation to the Offer Shares.
|
||
The Shanghai Tongyi OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients
|
||
(Shanghai Tongyi) may request CICC FT to redeem it at their own discretions, upon which CICC FT
|
||
may dispose of the Offer Shares and settle the Shanghai Tongyi OTC Swaps in cash in accordance
|
||
with the terms and conditions of the OTC Swaps. Despite that CICC FT will hold the legal title of the
|
||
Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during
|
||
the terms of the Shanghai Tongyi OTC Swaps according to its internal policy. The CICC FT Ultimate
|
||
Clients (Shanghai Tongyi) for purpose of this placee subscription comprise Tongyi Taoli No.10
|
||
Private Securities Investment Fund (ҽ10ږ“( )Tongyi Taoli No.10”),
|
||
Tongyi Global Value No.5 Private Securities Investment Fund (࠽5 ӷᗇՎҳ༟ਿ
|
||
ږ“( )Tongyi Global Value No.5”) and Tongyi Active Equity Enhancement No.9 Private Securities
|
||
Investment Fund (ਿᄣ੶9ږ“( )Tongyi Active No.9”), all of which
|
||
are managed by Shanghai Tongyi Investment Management Co., Ltd. (ʮ
|
||
̡) (“Shanghai Tongyi”) in which Chu Yibo (تits legal representative, holds 40.48% equity
|
||
interest. No investor holds 30% or more interest in Tongyi Taoli No.10, Tongyi Global Value No.5 and
|
||
Tongyi Active No.9. To the best knowledge of Shanghai Tongyi after due enquiry, each of Tongyi Taoli
|
||
No.10, Tongyi Global Value No.5, Tongyi Active No.9, Shanghai Tongyi and their respective ultimate
|
||
beneficial owners is an independent third party of the Group, CICC FT, CICCHKS and the companies
|
||
which are members of the same group of companies as each of the Underwriters.
|
||
5. China AM is a member of the same group of companies as CSB. To the best of its knowledge after due
|
||
enquiry, each of its underlying clients and their respective ultimate beneficial owners is an independent
|
||
third party of China AM, CSB and their respective group companies. China AM will hold the Offer
|
||
Shares in its capacity as discretionary investment manager on behalf of such underlying clients, details
|
||
of which are set out below:
|
||
(i) CHINAAMC SELECT GREATER CHINA TECHNOLOGY FUND — Save for Futu Securities
|
||
International (Hong Kong) Limited-client account, no other ultimate beneficial owner holds
|
||
more than 30% of interest therein. Futu Securities International (Hong Kong) Limited is a
|
||
member of the underwriting syndicates, acts solely as a placing broker for its underlying
|
||
clients on a non-discretionary basis and does not take any proprietary position in respect such
|
||
subscription.
|
||
(ii) CHINAAMC FUND — CHINAAMC CHINA OPPORTUNITIES FUND — No investor holds
|
||
30% or more interest therein.
|
||
(iii) CHINAAMC CHINA FOCUS FUND — Save for Manulife (International) Limited, no other
|
||
ultimate beneficial owner holds more than 30% of interest therein.
|
||
(iv) CHINAAMC CHINA GROWTH FUND (SICA V) — Save for Yuanta Securities (HK) Company
|
||
LTD, no other ultimate beneficial owner holds more than 30% of interest therein.
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
6. China UAM is a member of the same group of companies as Orient. To the best of its knowledge
|
||
after due enquiry, each of its underlying clients and their respective ultimate beneficial owners is an
|
||
independent third party of China UAM, Orient and their respective group companies. China UAM will
|
||
hold the Offer Shares in its capacity as discretionary investment manager on behalf of such underlying
|
||
clients, details of which are set out below:
|
||
(i) China Universal Special Situation Fund SPC — CUAM Flexible Strategy Fund SP — No
|
||
investor holds 30% or more interest therein.
|
||
(ii) China Universal Asset Management (Hong Kong) Company Limited — CLIENT’S A/C
|
||
BETTER SUPPLY CHAIN (HK) HOLDINGS CO., LIMITED — Save for Peng Zimei, no
|
||
other ultimate beneficial owner holds more than 30% of interest therein.
|
||
(iii) China Universal Asset Management (Hong Kong) Company Limited — CLIENT A/C
|
||
EXCELLENT TIDE SECURITIES LIMITED — EXCELLENT TIDE EURASIA OFC —
|
||
EXCELLENT TIDE EURASIA NO.1 FUND — Save for Hua Zhongjie and Zhang Ping, no
|
||
other ultimate beneficial owner holds more than 30% of interest therein.
|
||
(iv) CHINA UNIVERSAL ASSET MANAGEMENT (HONG KONG) COMPANY LIMITED
|
||
— CLIENT’S A/C LC LOGISTICS, INC — Save for Xu Xin and Li Yan, no other ultimate
|
||
beneficial owner holds more than 30% of interest therein.
|
||
(v) CUAM China-Hong Kong Strategy Fund is a SFC authorized fund (CE no.: AZW731) — No
|
||
investor holds 30% or more interest therein.
|
||
|
||
|
||
--- page 25 ---
|
||
– 25 –
|
||
7. Fullgoal AMHK is a member of the same group of companies as HTI. To the best of its knowledge
|
||
after due enquiry, each of its underlying clients and their respective ultimate beneficial owners is
|
||
an independent third party of Fullgoal AMHK, HTI and their respective group companies. Fullgoal
|
||
AMHK will hold the Offer Shares in its capacity as discretionary investment manager on behalf of
|
||
such underlying clients, details of which are set out below:
|
||
(i) Fullgoal Asset Management (HK) Limited SUB A/C HI-Aktien China 1-Sfonds — Save for
|
||
A European pension fund, no other ultimate beneficial owner holds more than 30% of interest
|
||
therein.
|
||
(ii) Fullgoal Hong Kong and China Equity Fund — Save for The University of Hong Kong, no other
|
||
ultimate beneficial owner holds more than 30% of interest therein.
|
||
(iii) Fullgoal China Growth Select Fund — Save for Zhao Xueming, no other ultimate beneficial
|
||
owner holds more than 30% of interest therein.
|
||
(iv) Fullgoal China Opportunities Fund — Save for China Everbright Fortune Investment Limited,
|
||
L Industries Limited and Orient Sun Rise Fund Series SPC-Orient Sun Rise Enhanced Balanced
|
||
Fund Segregated Portfolio, no other ultimate beneficial owner holds more than 30% of interest
|
||
therein.
|
||
(v) Fullgoal China Small-Mid Cap Growth Fund is a SFC authorized fund (CE no.: BNY686) —
|
||
No investor holds 30% or more interest therein.
|
||
(vi) BMO Greater China Fund — No investor holds 30% or more interest therein.
|
||
8. Fullgoal Fund is a member of the same group of companies as HTI. To the best of its knowledge after
|
||
due enquiry, save as the internal funds from Fullgoal Fund in China Merchants Bank-Fullgoal Hong
|
||
Kong Equity Select Hybrid Fund (QDII) (“Fullgoal HK Equity Select”), with the proprietary capital
|
||
contribution not exceeding 0.05% of the total fund size of Fullgoal HK Equity Select, each of the
|
||
other underlying clients and their respective ultimate beneficial owners is an independent third party of
|
||
Fullgoal Fund, HTI and their respective group companies. Fullgoal Fund will hold the Offer Shares in
|
||
its capacity as discretionary investment manager on behalf of the underlying clients includes Fullgoal
|
||
HK Equity Select, CMB-Fullgoal Blue Chip Selected Equity Fund (QDII) and ICBC Fullgoal Global
|
||
Technology & Internet Fund. To the best knowledge of Fullgoal Fund after due enquiry, no investor
|
||
holds 30% or more interest in any of such underlying clients.
|
||
|
||
|
||
--- 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 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.
|
||
This announcement is for information purposes only and does not constitute an invitation
|
||
or offer to acquire, purchase or subscribe for securities. This announcement is not a
|
||
prospectus. Potential investors should read the Prospectus dated 15 June 2026 issued by
|
||
Shanghai Seer Intelligent Technology Co., Ltd. for detailed information about the Global
|
||
Offering described below before deciding whether or not to invest in the Shares thereby
|
||
being offered.
|
||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and
|
||
on behalf of the Hong Kong Underwriters and Overall Coordinators) shall be entitled to terminate
|
||
their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
|
||
occurrence of any of the events set out in the paragraph headed “Underwriting — Underwriting
|
||
Arrangements and Expenses — Hong Kong Public Offering — Hong Kong Underwriting Agreement
|
||
— Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
|
||
Listing Date.
|
||
|
||
|
||
--- page 27 ---
|
||
– 27 –
|
||
PUBLIC FLOAT
|
||
Pursuant to Rule 19A.13A(1) of the Listing Rules, assuming that the Over-allotment Option
|
||
are not exercised, based on the Offer Price of HK$101.60 per Offer Share, our expected
|
||
market capitalization upon the Listing is HK$11.23 billion, and the minimum prescribed
|
||
public float percentage applicable to our Shares is 15.0%.
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option) an aggregate of 43,362,170 H Shares, representing approximately
|
||
39.24% of the issued share capital of our Company will count towards the public float.
|
||
Therefore, the number of H Shares held in public hands is higher than the prescribed
|
||
percentage of H Shares required to be held in public hands of 15% under Rule 19A.13A(1)
|
||
of the Listing Rules.
|
||
Based on the final Offer Price of HK$101.60 per H Share, the Company satisfies the free
|
||
float requirement under Rule 19A.13C 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 our Company; (ii) there will not be any new substantial Shareholder (as defined in the
|
||
Listing Rules) of our Company; (iii) the three largest public shareholders of the Company
|
||
do not hold more than 50% of the H Shares in public hands at the time of the Listing in
|
||
compliance with Rules 8.08(3) and 8.24 of the 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.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
|
||
June 24, 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 — Hong
|
||
Kong Underwriting Agreement — Grounds for 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.
|
||
|
||
|
||
--- page 28 ---
|
||
– 28 –
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||
Wednesday, June 24, 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, June 24, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 50 H Shares each, and the stock code of
|
||
the H Shares will be 06106.
|
||
By order of the Board
|
||
Shanghai Seer Intelligent Technology Co., Ltd.
|
||
Mr. Zhao Yue
|
||
Executive Director and Chairman of the Board
|
||
Hong Kong, June 23, 2026
|
||
Directors of the Company named in the application to which this announcement relates are: (i) Mr. Zhao Yue,
|
||
Ms. Ding Xia, Mr. Ye Yangsheng and Mr. Wang Qun as executive directors, (ii) Dr. Cheng Lin, Dr. Liu Yong
|
||
and Mr. Chen Fei as independent non-executive directors.
|