6d05056609
Request: - Use archivist to close the 137 T1 ipo_demand source-only gaps using extracted PDF text. Changes: - Add an incremental T1 demand text backfill script. - Parse existing allotment-result extracted text into ipo_demand. - Archive linked Summary PDFs from old HKEX HTML allotment-result pages. - Correct allotment-result selection to prefer primary result announcements over clarification or supplemental notices. - Add robust line-aware allotment parsing and document the workflow in archivist and README. - Record the backfill result in a report. Execution: - Selected 137 source-only T1 demand gaps. - Wrote 137 ipo_demand rows, increasing ipo_demand from 154 to 291 rows. - Archived 38 new HKEX allotment-result PDFs and extracted their text. - Confirmed an incremental rerun selects 0 gaps and writes 0 rows. Verification: - Ran git diff --cached --check. - Ran py_compile for archive_hkex_documents.py and backfill_t1_demand_from_text.py. - Checked SQLite integrity and foreign keys. - Confirmed DB row counts match CSV snapshots. - Verified no T1 complete row is missing ipo_demand. - Verified source_refs paths/files/hashes and PDF extracted-text manifest hashes. Next useful context: - T1 demand structure is complete for listed rows; 06106 and 06675 remain pending_not_due. - T2 grey-market and due price-performance gaps remain separate archivist priorities. - Analyst output should be regenerated before using the new T1 demand facts for scoring.
1026 lines
39 KiB
Plaintext
1026 lines
39 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 Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
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announcement.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
|
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or any other jurisdiction where such distribution is prohibited by law, nor is this announcement an offer for sale or
|
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solicitation to purchase or subscribe for securities in the United States or any other jurisdictions. The Offer Shares
|
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have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to
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time (the “U.S. Securities Act ”), or any applicable securities laws of any state or other jurisdiction of the United
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States, and may not be offered, sold, pledged or 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. The Offer Shares are being offered
|
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and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities
|
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Act and applicable laws of each jurisdiction where those offers and sales occur. There will be no public offering of the
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Offer Shares in the United States.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the prospectus dated March 23, 2026 (the “Prospectus ”) issued by Hangzhou Tongshifu Cultural and
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Creative (Group) Co., Ltd. (௩˖௴ (ණྠ)ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
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by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
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below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
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Shares should be taken solely in reliance on the information provided in the Prospectus.
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In connection with the Global Offering, CMB International Capital Limited (or its affiliates or any person acting for
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it), as the stabilizing manager (the “Stabilizing Manager ”), on behalf of the Underwriters, to the extent permitted by
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the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions
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with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts and in such
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manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than
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that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing actions, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager
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(or its affiliates or any person acting for it) and in what the Stabilizing Manager (or its affiliates or any person acting
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for it) reasonably regards as the best interest of our Company, (b) may be discontinued at any time, and (c) is required
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to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering
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(which is Saturday, April 25, 2026). Such stabilization action, if taken, may be effected in all jurisdictions where it is
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permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
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the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made
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under the Securities and Futures Ordinance (Chapter 571 of the 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 H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, April 25, 2026).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed
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“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for termination ”
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in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
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be on Tuesday, March 31, 2026).
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--- page 2 ---
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2
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HANGZHOU TONGSHIFU CULTURAL
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AND CREATIVE (GROUP) CO., LTD.
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 7,406,800 H Shares
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Number of Hong Kong Offer Shares : 1,111,000 H Shares (after reallocation)
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Number of International Offer Shares : 6,295,800 H Shares (after reallocation)
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Final Offer Price : HK$60.00 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and the AFRC transaction levy of
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0.00015%
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Nominal value : RMB1.00 per H Share
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Stock code : 0664
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Sole Sponsor, Sole Sponsor-Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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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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HANGZHOU TONGSHIFU CULTURAL
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AND CREATIVE (GROUP) CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE
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AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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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 0664
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Stock short name TONGSHIFU
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Dealings commencement date March 31, 2026*
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* See note at the end of this announcement
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Price Information
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Final Offer Price HK$60.00
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Offer Price Range HK$60.00 -
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HK$68.00
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Offer Shares and Share Capital*
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Number of Offer Shares 7,406,800
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Final Number of Offer Shares in Hong Kong Public Offering
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(after reallocation) 1,111,000
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Final Number of Offer Shares in International Offering
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(after reallocation) 6,295,800
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Number of issued Shares upon Listing 64,406,800
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--- page 4 ---
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4
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Over-allocation
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No. of Offer Shares over-allocated 0
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Note: There has been no over-allocation of Offer Shares in the International Offering. Therefore, the Over-allotment
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Option will not be exercised.
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Proceeds
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Gross proceeds (Note) HK$444.41 million
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Less: Estimated listing expenses payable based on Offer Price HK$54.25 million
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Net proceeds HK$390.16 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 26,280
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No. of successful applications 3,004
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Subscription level 59.55 times
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No. of Offer Shares initially available under the
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Hong Kong Public Offering 740,700
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No. of Offer Shares reallocated from the International Offering 370,300
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Final no. of Offer Shares under the Hong Kong Public Offering
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(after reallocation) 1,111,000
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% of Offer Shares under the Hong Kong Public Offering
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to the Global Offering 15.00%
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Note: For details of the final allocation of Offer Shares to the Hong Kong Public Offering, investors
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can refer http://www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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http://www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 43
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Subscription level 1.56 times
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No. of Offer Shares initially available
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under the International Offering 6,666,100
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No. of Offer Shares reallocated to the Hong Kong Public Offering 370,300
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Final no. of Offer Shares under the International Offering
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(after reallocation) 6,295,800
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% of Offer Shares under the International Offering
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to the Global Offering 85.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”)
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and Chapter 4.15 of the Guide for New Listing Applicants granted by the Stock Exchange to
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permit the Company to allocate certain Offer Shares to a connected client and (b) a consent under
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paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company
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to allocate certain Offer Shares to a close associate of an existing Shareholder, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly by
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the Company, any of the Directors, chief executive of the Company, the substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates;
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and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed
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to taking instructions from the Company, any of the Directors, chief executive of the Company,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition of H
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Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investor
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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% of
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total issued
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share capital
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after the
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Global
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Offering
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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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Jiantou International (Hong Kong) Co.,
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Limited ( “Jiantou International ” or the
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“Cornerstone Investor ”)
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500,000 6.75% 0.78% No
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--- page 6 ---
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6
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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 allocated % of Offer Shares
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% of total issued
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share capital after
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the Global
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Offering Note 3 Relationship
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Allottees with consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to a close associate of an existing
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Shareholder Note 1
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Wang Wenzhong (׀ )
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“( Mr. Wang ”) Note 2
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1,543,600 20.84% 2.40% A placee and a
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close associate of
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an existing
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Shareholder
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Allottee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants
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in relation to allocations to a connected client Note 1
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CITIC Securities
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International Capital
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Management Limited
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100,000 1.35% 0.16% A connected
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client of CLSA
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Limited
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( “CLSA”)
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Notes:
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1. For details of the consent under (i) paragraph 1C(2) of the Placing Guidelines in relation to allocations to a close associate of an existing Shareholder, and (ii)
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paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to a connected client, please
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refer to the section headed “Others/Additional Information ” in this announcement.
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2. Mr. Wang is a close associate of Beijing Hezhong Venture Capital Equity Investment Center (Limited Partnership), which is an existing Shareholder.
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LOCK-UP UNDERTAKINGS
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Directors
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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
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
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Listing
|
||
% of total issued
|
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H Shares after the
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Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
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Listing
|
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% of shareholding
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in 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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Last day subject
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to the lock-up
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undertakings Note
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Yu Guang (Έ) 14,971,100 14,971,100 27.06% 26.04% March 30, 2027
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Xiao Feng (ࢤ1,067,715 1,067,715 1.93% 1.86% March 30, 2027
|
||
He Yun ( Оㄴ) 360,713 360,713 0.65% 0.63% March 30, 2027
|
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Luo Renxiang
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( ᖯʠୂ)
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288,571 288,571 0.52% 0.50% March 30, 2027
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Note:
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Pursuant to the applicable PRC law, the lock-up for Directors ends on March 30, 2027, being 12 months from the Listing Date.
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--- page 7 ---
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7
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Other Existing Shareholders (including the Pre-IPO Investors as defined in the section
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headed “History, Development and Corporate Structure ” of the Prospectus)
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Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
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Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings Note 2
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Shunwei Ventures III (Hong Kong)
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Limited
|
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7,631,981 7,631,981 13.80% 13.27% March 30, 2027
|
||
Tianjin Jinmi Investment
|
||
Partnership (Limited Partnership)
|
||
5,451,418 5,451,418 9.85% 9.48% March 30, 2027
|
||
Beijing GX Equity Investment Fund
|
||
Partnership Enterprise (Limited
|
||
Partnership)
|
||
3,453,413 3,453,413 6.24% 6.01% March 30, 2027
|
||
Euro Master Limited 2,678,093 2,678,093 4.84% 4.66% March 30, 2027
|
||
Guozhong Private Equity
|
||
Investment Fund (Xi ’an)
|
||
Partnership (Limited Partnership)
|
||
2,158,766 2,158,766 3.90% 3.75% March 30, 2027
|
||
Beijing Hezhong Venture Capital
|
||
Equity Investment Center
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||
(Limited Partnership) ( “Beijing
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||
Hezhong ”
|
||
2,008,599 – 3.63% 3.49% March 30, 2027
|
||
CMG Media Convergence Industry
|
||
Investment Fund (Limited
|
||
Partnership)
|
||
1,781,250 1,781,250 3.22% 3.10% March 30, 2027
|
||
Gongqingcheng Jinda Equity
|
||
Investment Partnership (Limited
|
||
Partnership)
|
||
1,744,459 1,744,459 3.15% 3.03% March 30, 2027
|
||
Luo Wenjuan (ࢇ1,616,002 1,616,002 2.92% 2.81% March 30, 2027
|
||
Changxing Jinyuan Hanfei
|
||
Investment Management Center
|
||
(Limited Partnership)
|
||
1,414,004 1,414,004 2.56% 2.46% March 30, 2027
|
||
Qiu Dekang ( ᅃੰ) 1,154,287 1,154,287 2.09% 2.01% March 30, 2027
|
||
|
||
|
||
--- page 8 ---
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8
|
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Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings Note 2
|
||
Qingdao Yunzhi Investment
|
||
Management Partnership (Limited
|
||
Partnership)
|
||
1,096,577 1,096,577 1.98% 1.91% March 30, 2027
|
||
Guangdong Bay Area No. 1 Digital
|
||
Cultural Industry Investment
|
||
Partnership (Limited Partnership)
|
||
712,500 712,500 1.29% 1.24% March 30, 2027
|
||
Shenzhen Guolinfeng Asset
|
||
Management Center (Limited
|
||
Partnership)
|
||
621,875 621,875 1.12% 1.08% March 30, 2027
|
||
Ruan Zhuoer ( Ԥՙဧ) 519,434 519,434 0.94% 0.90% March 30, 2027
|
||
Yang Ke ( เൾ) 490,571 490,571 0.89% 0.85% March 30, 2027
|
||
Zhao Lei ( Ⴛᆾ) 481.817 481.817 0.87% 0.84% March 30, 2027
|
||
Lv Lihan ( ѐͭጫ) 447,285 447,285 0.81% 0.78% March 30, 2027
|
||
Zhang Lei ( ੵᆾ) 431,071 431,071 0.78% 0.75% March 30, 2027
|
||
Ningbo Meishan Bonded Port Area
|
||
Fosun Weiying Equity Investment
|
||
Fund Partnership (Limited
|
||
Partnership)
|
||
298,737 298,737 0.54% 0.52% March 30, 2027
|
||
Li Wanqiang ( ኇຬ੶) 288,571 288,571 0.52% 0.50% March 30, 2027
|
||
Ding Pengfei (࠭288,571 288,571 0.52% 0.50% March 30, 2027
|
||
Changxing Jinyuan Zhecheng
|
||
Investment Management
|
||
Partnership (Limited Partnership)
|
||
240,475 240,475 0.43% 0.42% March 30, 2027
|
||
Chen Jingzhi (ٺ216,431 216,431 0.39% 0.38% March 30, 2027
|
||
Yin Xuelong ( ँᎲ) 202,000 202,000 0.37% 0.35% March 30, 2027
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings Note 2
|
||
Zhang Jianmei (ૠ) 178,914 178,914 0.32% 0.31% March 30, 2027
|
||
Shanghai Ruma Youhua Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)
|
||
171,000 – – 0.30% March 30, 2027
|
||
Jin Zeguang (ዣᄿ) 144,283 144,283 0.26% 0.25% March 30, 2027
|
||
Lv Hangjun (ࠏ144,282 144,282 0.26% 0.25% March 30, 2027
|
||
Shentu Jiahui ( ͡ਜ਼Գ ) 144,282 144,282 0.26% 0.25% March 30, 2027
|
||
Yang Junjie ( เം௫) 144,282 144,282 0.26% 0.25% March 30, 2027
|
||
Jin Lihua (ᘆശ) 144,282 144,282 0.26% 0.25% March 30, 2027
|
||
Zhang Weijiang ( ੵሊϪ) 144,282 144,282 0.26% 0.25% March 30, 2027
|
||
Qian Jiayang (ජ) 125,427 125,427 0.23% 0.22% March 30, 2027
|
||
Yu Hong (҃) 124,089 124,089 0.22% 0.22% March 30, 2027
|
||
Dong Shengfang (ٹ115,429 115,429 0.21% 0.20% March 30, 2027
|
||
Huang Dongsheng (ʺ) 115,427 115,427 0.21% 0.20% March 30, 2027
|
||
Ren Bingzhang () 109,658 109,658 0.20% 0.19% March 30, 2027
|
||
Jin Hongwei (҃ਃ) 106,875 106,875 0.19% 0.19% March 30, 2027
|
||
Zhou Chengfeng (ࠬ࠱95,227 95,227 0.17% 0.17% March 30, 2027
|
||
Shi Ziming ( ̦ɿჼ) 92,342 92,342 0.17% 0.16% March 30, 2027
|
||
An Hui ( τሾ) 92,342 92,342 0.17% 0.16% March 30, 2027
|
||
Ren Liang (ڥ89,457 89,457 0.16% 0.16% March 30, 2027
|
||
Wang Yuezhen (แ) 86,572 86,572 0.16% 0.15% March 30, 2027
|
||
Lu Huahua ( ጅശശ) 86,572 86,572 0.16% 0.15% March 30, 2027
|
||
Ding Yi ( ɕχ) 57,717 57,717 0.10% 0.10% March 30, 2027
|
||
Hu Wenping (˖റ) 57,717 57,717 0.10% 0.10% March 30, 2027
|
||
Zhang Jie ( ੵ௫) 57,717 57,717 0.10% 0.10% March 30, 2027
|
||
Wang Qiuxia (ᒳ) 57,717 57,717 0.10% 0.10% March 30, 2027
|
||
Liang Yu ( ◔) 35,625 35,625 0.06% 0.06% March 30, 2027
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings Note 2
|
||
Chen Lisheng ( ଣʺ) 35,625 35,625 0.06% 0.06% March 30, 2027
|
||
Xu Danni (ʗ) 28,347 28,347 0.05% 0.05% March 30, 2027
|
||
Huang Ningning ( රྐྵྐྵ) 14,431 14,431 0.03% 0.03% March 30, 2027
|
||
Jia Jinfu (బ) 14,431 14,431 0.03% 0.03% March 30, 2027
|
||
Cui Yushu ( ੦͗ബ) 11,546 11,546 0.02% 0.02% March 30, 2027
|
||
Notes:
|
||
1. The lock-up applies to the Shares held immediately prior to the completion of the Global Offering.
|
||
2. Pursuant to the applicable PRC law, the lock-up for existing Shareholders ends on March 30, 2027, being 12
|
||
months from the Listing Date.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Cornerstone Investor
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
H Shares
|
||
% of total
|
||
issued Shares
|
||
after the
|
||
Global
|
||
Offering upon
|
||
Listing
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings Note
|
||
Jiantou International 500,000 500,000 0.80% 0.78% September 30, 2026
|
||
Note:
|
||
In accordance with the cornerstone investment agreement, the required lock-up ends on September 30, 2026, being
|
||
six months from and including the Listing Date. The Cornerstone Investor will cease to be prohibited from disposing
|
||
of or transferring the H Shares subscribed for pursuant to the cornerstone investment agreement after the indicated
|
||
date.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H 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 1,543,600 24.52% 20.84% 1,543,600 2.40%
|
||
Top 5 3,486,600 55.38% 47.07% 3,486,600 5.41%
|
||
Top 10 4,637,100 73.65% 62.61% 4,637,100 7.20%
|
||
Top 25 6,042,900 95.98% 81.59% 6,042,900 9.38%
|
||
Note:
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number
|
||
of H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H Shares
|
||
capital upon
|
||
Listing
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
Top 1 0 0.00% 0.00% 14,971,100 24.06% 14,971,100
|
||
Top 5 0 0.00% 0.00% 34,186,005 54.94% 34,186,005
|
||
Top 10 1,543,600 24.52% 20.84% 43,030,082 69.15% 43,030,082
|
||
Top 25 3,486,600 55.38% 47.07% 53,410,318 85.83% 53,410,318
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number
|
||
of H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 0 0.00% 0.00% 14,971,100 14,971,100 23.24%
|
||
Top 5 1,543,600 24.52% 20.84% 33,051,512 35,060,111 54.44%
|
||
Top 10 1,543,600 24.52% 20.84% 43,030,082 45,038,681 69.93%
|
||
Top 25 3,486,600 55.38% 47.07% 53,410,318 55,418,917 86.05%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon
|
||
Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 26,280 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 19,181 533 out of 19,181 to receive 100 Shares 2.78%
|
||
200 1,423 79 out of 1,423 to receive 100 Shares 2.78%
|
||
300 567 47 out of 567 to receive 100 Shares 2.76%
|
||
400 267 29 out of 267 to receive 100 Shares 2.72%
|
||
500 464 62 out of 464 to receive 100 Shares 2.67%
|
||
600 205 32 out of 205 to receive 100 Shares 2.60%
|
||
700 468 85 out of 468 to receive 100 Shares 2.59%
|
||
800 154 31 out of 154 to receive 100 Shares 2.52%
|
||
900 72 16 out of 72 to receive 100 Shares 2.47%
|
||
1,000 1,228 290 out of 1,228 to receive 100 Shares 2.36%
|
||
1,500 320 113 out of 320 to receive 100 Shares 2.35%
|
||
2,000 238 112 out of 238 to receive 100 Shares 2.35%
|
||
2,500 120 70 out of 120 to receive 100 Shares 2.33%
|
||
3,000 160 112 out of 160 to receive 100 Shares 2.33%
|
||
3,500 76 62 out of 76 to receive 100 Shares 2.33%
|
||
4,000 79 73 out of 79 to receive 100 Shares 2.31%
|
||
4,500 62 100 Shares plus 2 out of 62 to receive additional
|
||
100 Shares
|
||
2.29%
|
||
5,000 163 100 Shares plus 23 out of 163 to receive additional
|
||
100 Shares
|
||
2.28%
|
||
6,000 97 100 Shares plus 35 out of 97 to receive additional
|
||
100 Shares
|
||
2.27%
|
||
7,000 76 100 Shares plus 44 out of 76 to receive additional
|
||
100 Shares
|
||
2.26%
|
||
8,000 51 100 Shares plus 39 out of 51 to receive additional
|
||
100 Shares
|
||
2.21%
|
||
9,000 35 100 Shares plus 34 out of 35 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
10,000 301 200 Shares plus 58 out of 301 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
20,000 132 400 Shares plus 51 out of 132 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
30,000 79 600 Shares plus 46 out of 79 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
40,000 36 800 Shares plus 28 out of 36 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
50,000 25 1,000 Shares plus 24 out of 25 to receive additional
|
||
100 Shares
|
||
2.19%
|
||
60,000 19 1,300 Shares plus 2 out of 19 to receive additional
|
||
100 Shares
|
||
2.18%
|
||
70,000 36 1,500 Shares plus 10 out of 36 to receive additional
|
||
100 Shares
|
||
2.18%
|
||
26,134 Total number of Pool A successful applicants: 2,858
|
||
POOL B
|
||
80,000 69 2,200 Shares plus 28 out of 69 to receive additional
|
||
100 Shares
|
||
2.80%
|
||
90,000 6 2,500 Shares plus 1 out of 6 to receive additional
|
||
100 Shares
|
||
2.80%
|
||
100,000 18 2,800 Shares 2.80%
|
||
120,000 8 3,300 Shares plus 5 out of 8 to receive additional
|
||
100 Shares
|
||
2.80%
|
||
140,000 5 3,900 Shares plus 1 out of 5 to receive additional
|
||
100 Shares
|
||
2.80%
|
||
160,000 8 4,400 Shares plus 7 out of 8 to receive additional
|
||
100 Shares
|
||
2.80%
|
||
180,000 1 5,000 Shares 2.78%
|
||
200,000 12 5,500 Shares plus 8 out of 12 to receive additional
|
||
100 Shares
|
||
2.78%
|
||
250,000 3 6,900 Shares plus 1 out of 3 to receive additional
|
||
100 Shares
|
||
2.77%
|
||
300,000 2 8,300 Shares 2.77%
|
||
370,300 14 10,200 Shares plus 10 out of 14 to receive
|
||
additional 100 Shares
|
||
2.77%
|
||
146 Total number of Pool B successful applicants: 146
|
||
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.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its substantial shareholders, directors or syndicate members
|
||
to any placees or the public (as the case may be) and 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 is the same as the Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and Stock Exchange trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to a close associate of an existing Shareholder with prior consent under paragraph
|
||
1C(2) of the Placing Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to a close associate of an
|
||
existing Shareholder pursuant to the Placing Guidelines.
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 1C(2) of the Placing Guidelines to permit the Company to allocate such Offer
|
||
Shares in the International Offering to the close associate of the existing Shareholder. The
|
||
allocation of Offer Shares to such close associate of the existing Shareholder is in compliance with
|
||
all the conditions under the consent granted by the Stock Exchange as set out below:
|
||
(a) the Company and the Overall Coordinators have confirmed that no preferential treatment has
|
||
been, nor will be, given to Beijing Hezhong or Mr. Wang by virtue of their relationship with
|
||
the Company in any allocation in the placing tranche of the Global Offering;
|
||
(b) the Sole Sponsor has confirmed that to the best of its knowledge and belief, it has no reason
|
||
to believe that Beijing Hezhong or Mr. Wang received any preferential treatment in any
|
||
allocation in the placing tranche of the Global Offering by virtue of their relationship with
|
||
the Company; and
|
||
(c) the Sole Sponsor has confirmed that (i) Beijing Hezhong (a) has less than 5% voting rights
|
||
in the Company immediately before the Global Offering; (b) is not, and, together with Mr.
|
||
Wang, will not be, a core connected person of the Company or its close associate immediately
|
||
prior to or following the Global Offering; and (c) does not have the power to appoint the
|
||
Company ’s directors or any other special rights; (ii) allocation to Mr. Wang will not affect
|
||
the Company ’s ability to satisfy the public float requirement under Rule 19A.13A(1) of the
|
||
Listing Rules; and (iii) details of the allocation will be disclosed in this announcement.
|
||
For details of the allocations of Offer Shares to the close associate of the existing Shareholder,
|
||
please refer to the section headed “Allotment Results Details – International Offering – Allottees
|
||
with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to a connected client of its
|
||
connected distributor pursuant to the Placing Guidelines.
|
||
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 client. The allocation of Offer Shares
|
||
to such connected client is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange as set out below:
|
||
(a) each of the Overall Coordinators confirms that the Offer Shares allocated to CSICM will
|
||
be held on behalf of independent third parties (as defined in Chapter 4.15 of Guide for New
|
||
Listing Applicants);
|
||
(b) details of the investment by CSICM and details of the allocation will be disclosed in this
|
||
announcement;
|
||
(c) each of the Company, CLSA (both as the connected distributor and an Overall Coordinator),
|
||
the Sole Sponsor-Overall Coordinator and CSICM confirms that no preferential treatment has
|
||
been, nor will be, given to CSICM by virtue of their relationship with CLSA in any allocation
|
||
of Offer Shares in the International Offering; and
|
||
(d) the Overall Coordinators provide the identities of ultimate beneficial owners of the securities,
|
||
or where applicable, details of the structured products under which the subscription by
|
||
CSICM was made in their confirmations.
|
||
Details of the placement to the connected client are set out below:
|
||
No.
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client Relationship
|
||
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
|
||
Number of
|
||
Offer
|
||
Shares to
|
||
be allocated
|
||
to the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following the
|
||
completion
|
||
of the
|
||
Global
|
||
Offering
|
||
1. CLSA
|
||
Limited
|
||
(“CLSA”)
|
||
CITIC Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited
|
||
(“CSICM”) Note
|
||
CSICM is a member of the same group of companies as
|
||
CLSA. CSICM is therefore considered as a connected
|
||
client of CLSA pursuant to paragraph 1B(7) of
|
||
Appendix F1 to the Listing Rules.
|
||
Non-
|
||
discretionary
|
||
basis
|
||
100,000 1.35% 0.16%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Notes:
|
||
1. CSICM has subscribed for and will hold the Offer Shares as a placee under the International Offering on behalf
|
||
of its ultimate client (the “CSICM Ultimate Client ”), on a non-discretionary basis, pursuant to which:
|
||
(i) CSICM will act as the single counterparty of a back-to-back total return swap transaction (the “CSICM
|
||
Back-to-back TRS ”) to be entered into by it in connection with a total return swap order (the “CSICM
|
||
Client TRS ”) placed and fully funded by the CSICM Ultimate Client, by which CSICM will pass the full
|
||
economic exposure of the Offer Shares placed to CSICM to the CSICM Ultimate Client.
|
||
(ii) As confirmed by CSICM and CLSA, CSICM will hold the legal title and beneficial interest in the Offer
|
||
Shares, but will contractually agree to pass on the full economic exposure and return of the Offer Shares
|
||
to the CSICM Ultimate Client, on a non-discretionary basis. The CSICM Ultimate Client may exercise
|
||
their early termination rights to terminate the CSICM Client TRS at any time from the trade date of the
|
||
CSICM Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock
|
||
Exchange.
|
||
(iii) Upon the final maturity or termination of the CSICM Client TRS by the CSICM Ultimate Client, CSICM
|
||
will dispose of the Offer Shares on the secondary market and the CSICM Ultimate Client will receive
|
||
a final termination amount of the CSICM Back-to-back TRS which will have taken into account all the
|
||
economic returns or economic loss in relation to the Offer Shares and the fixed amount of transaction
|
||
fees of the CSICM Back-to-back TRS and the CSICM Client TRS. Due to its internal policy, CSICM will
|
||
not exercise the voting right of the Offer Shares during the terms of the CSICM Back-to-back TRS.
|
||
(iv) CSICM is not a collective investment scheme which is not authorized by the SFC, nor is it expected to
|
||
hold the Offer Shares on behalf of such scheme.
|
||
2. To the best of the knowledge of CSICM and after making all reasonable enquiries, each of the shareholders
|
||
or limited partners holding 30% or more interest in the CSICM Ultimate Client and its fund managers is an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, CSICM, CLSA and the
|
||
companies which are members of the same group of CLSA.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited 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 and applicable laws of each jurisdiction
|
||
where those offers and sales occur.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
This announcement is for information purposes only and does not constitute an offer or an
|
||
invitation to induce an offer by any person to acquire, purchase or subscribe for any of the
|
||
securities of the Company. This announcement is not a prospectus. Potential investors should read
|
||
the Prospectus for detailed information about the Global Offering described above before deciding
|
||
whether or not to invest in the Offer Shares.
|
||
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 Offer 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) 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 – 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
|
||
Tuesday, March 31, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the Over-
|
||
allotment Option), 37,546,402 H Shares, representing approximately 58.30% of the issued share
|
||
capital of our Company will count towards the public float for the purpose of Rule 19A.13A(1)
|
||
of the Listing Rules, which is higher than 25%, the minimum prescribed percentage of H Shares
|
||
required to be held in public hands under Rule 19A.13A(1) of the Listing Rules applicable to the
|
||
Company calculated based on the final Offer Price of HK$60.00 per Offer Share, thereby satisfying
|
||
the public float requirement under Rule 19A.13A(1) of the Listing Rules.
|
||
All existing shareholders of the Company are subject to a lock-up period of 12 months following
|
||
the Listing Date pursuant to the applicable PRC law. The Cornerstone Investor has agreed
|
||
to a lock-up period of six months following the Listing Date. As such, H Shares held by the
|
||
Cornerstone Investor upon the Listing shall not be counted towards the free float of the H Shares
|
||
of the Company at the time of Listing. Based on the final Offer Price of HK$60.00 per Offer
|
||
Share, the Company satisfies the free float requirement under Rule 19A.13C(1)(a) of the Listing
|
||
Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (before
|
||
any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than
|
||
10% of the enlarged total issued share capital of the Company immediately after the Global
|
||
Offering; (ii) there will not be any new substantial Shareholder immediately after the Global
|
||
Offering; (iii) the three largest public Shareholders of the Company do not hold more than 50% of
|
||
the H Shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24
|
||
of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
|
||
compliance with Rule 8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time)
|
||
on Tuesday, March 31, 2026, 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 H Shares on the basis of publicly available allocation details
|
||
prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
|
||
evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time)
|
||
on Tuesday, March 31, 2026, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. (Hong Kong time) on Tuesday, March 31, 2026. The H Shares will be
|
||
traded in board lots of 100 H Shares each, and the stock code of the H Shares will be 0664.
|
||
By order of the Board
|
||
Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd.
|
||
Yu Guang
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, March 30, 2026
|
||
As of the date of this announcement, the Board comprises: (i) Mr. Yu Guang, Mr. Luo Renxiang,
|
||
Mr. He Yun, Ms. Wang Xiaoxia and Mr. Chen Ruiguang as executive Directors; (ii) Mr. Xiao Feng
|
||
as a non-executive Director; and (iii) Mr. Tu Bisheng, Dr. Huang Wenli and Mr. Fong Chun Fai as
|
||
independent non-executive Directors.
|