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.
658 lines
42 KiB
Plaintext
658 lines
42 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS
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SUMMARY
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Offer Price
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The final Offer Price has been determined at HK$0.92 per Offer Share (exclusive of brokerage of 1%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading
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fee of 0.00565%).
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Net Proceeds from the Share Offer
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• Based on the final Offer Price of HK$0.92 per Offer Share and 150,000,000 Offer Shares offered
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by the Company for subscription, the net proceeds from the Share Offer to be received by
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the Company, after deducting the underwriting fees and commissions and estimated expenses
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payable by the Company in connection with the Share Offer, is estimated to be approximately
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HK$101.0 million. The Company intends to apply such net proceeds in the manner as set out in
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the paragraph headed “Net proceeds from the Share Offer” in this announcement.
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Level of Applications in the Public Offer and the Employee Preferential Offering
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• The Public Offer Shares have been very significantly over-subscribed. A total of 11,655 valid
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applications have been received pursuant to the Public Offer (being applications made through
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the HK eIPO White Form service or the CCASS EIPO service or on PINK Application
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Forms) for a total of 662,715,000 Public Offer Shares, representing approximately 44.2 times
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of the number of 15,000,000 Public Offer Shares initially available for subscription under the
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Public Offer (including 1,500,000 Employee Reserved Shares under the Employee Preferential
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Offering).
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• A total of 7 valid applications have been received pursuant to the Employee Preferential Offering
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on PINK Application Forms for a total of 2,185,000 Employee Reserved Shares, equivalent
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to approximately 1.5 times of the total number of Employee Reserved Shares available for
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subscription under the Employee Preferential Offering. As the Employee Preferential Offering
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has been fully subscribed for, none of the Employee Reserved Shares have been made available
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for subscription by the public under the Public Offer. The final number of Employee Reserved
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Shares allocated to the relevant Eligible Employees under the Employee Preferential Offering
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is 1,500,000 Offer Shares, representing 1.0% of the total number of the Offer Shares available
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under the Share Offer.
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--- page 2 ---
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4
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• As the over-subscription in the Public Offer is more than 15 times but less than 50 times of
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the total number of the Offer Shares initially available for subscription under the Public Offer,
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the reallocation procedure as disclosed in the section headed “Structure and conditions of the
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Share Offer – The Public Offer – Reallocation” in the Prospectus has been applied. The final
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number of Offer Shares under the Public Offer is 45,000,000 Offer Shares (including 1,500,000
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Employee Reserved Shares under the Employee Preferential Offering), representing 30.0% of
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the total number of Offer Shares available under the Share Offer, which have been allocated
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to 4,315 successful applicants under the Public Offer (including 7 successful applicants
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under the Employee Preferential Offering). A total number of 4,212 applicants, representing
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approximately 97.6% of the total number of 4,315 successful applicants under the Public Offer
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(including 7 successful applicants under the Employee Preferential Offering), have been allotted
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with one board lot of the Public Offer Shares. These applicants have been allotted 21,060,000
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Offer Shares, representing approximately 1.4 times of 15,000,000 Public Offer Shares initially
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available under the Public Offer.
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Placing
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• The Placing Shares initially offered under the Placing have been slightly oversubscribed,
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representing approximately 1.5 times of the total number of 135,000,000 Placing Shares initially
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available for subscription under the Placing. The final number of Offer Shares under the Placing
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is 105,000,000 Offer Shares, representing 70.0% of the total number of Offer Shares available
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under the Share Offer.
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• There are a total of 177 placees under the Placing. No over-allocation of Placing Shares has
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been made. A total of 65 placees, representing approximately 36.7% of the total number of
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placees under the Placing, have been allotted five board lots of the Placing Shares or less. These
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placees have been allotted approximately 0.6% of the Offer Shares initially available under the
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Placing and approximately 0.5% of the total number of the Offer Shares under the Share Offer.
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A total of 18 placees, representing approximately 10.2% of the total number of placees under the
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Placing, have been allotted one board lot of the Placing Shares. These placees have been allotted
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approximately 0.1% of the Offer Shares initially available under the Placing and approximately
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0.1% of the total number of the Offer Shares under the Share Offer.
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• The Placing has been conducted in compliance with the Placing Guidelines for Equity Securities
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as set out in Appendix 6 to the Listing Rules (the “Placing Guidelines”). To the best knowledge,
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information and belief of the Directors and having made all reasonable enquiries, none of the
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Offer Shares were allocated to any core connected person, Directors or existing Shareholders of
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the Company, or their respective close associates, or persons set out in paragraphs 5(1) and 5(2)
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of the Placing Guidelines, whether in their own names or through nominees. None of the Joint
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Sponsors, the Overall Coordinators, the Joint Coordinators, the Joint Bookrunners, the Joint Lead
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Managers, the Underwriters, the Capital Market Intermediaries and their respective affiliated
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companies and connected clients (as set out in Appendix 6 to the Listing Rules) has taken up any
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Offer Shares for its own benefit under the Share Offer.
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--- page 3 ---
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5
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• The Directors further confirm that, to the best of their knowledge, information and belief and
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having made all reasonable enquiries, all placees under the Placing and their ultimate beneficial
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owners are independent of and are not (a) core connected persons of the Company, (b) Directors
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or existing Shareholders or any of the Company’s subsidiaries, or (c) close associates of (a) and/
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or (b) above whether in their own names or through nominees.
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• The Directors confirm that, to the best of their knowledge, information and belief and
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having made all reasonable enquiries, no placee will, individually, hold more than 10% of
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the enlarged issued share capital of the Company immediately after completion of the Share
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Offer. Accordingly, the Directors confirm that none of the placees will become a substantial
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shareholder of the Company immediately following completion of the Placing, and there will not
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be any new substantial shareholder of the Company immediately following completion of the
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Share Offer.
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• The Directors confirm that, to the best of their knowledge, information and belief and having
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made all reasonable enquiries, (i) none of the Offer Shares subscribed by public Shareholders
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in the Public Offer and placees in the Placing has been financed directly or indirectly by the
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Company, the Directors, the chief executive of the Company, the Controlling Shareholders,
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substantial Shareholders of the Company, existing Shareholders of the Company or any of
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their subsidiaries or their respective close associates; (ii) no rebate has been, directly or
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indirectly, provided by the Company, the Directors, the chief executive of the Company, the
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Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders of the
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Company, or syndicate members or any other brokers involved in the Share Offer, to any public
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Shareholders in the Public Offer or placees in the Placing; (iii) none of the public Shareholders
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in the Public Offer and placees in the Placing who has subscribed for Offer Shares is accustomed
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to taking instructions from the Company, the Directors, the chief executive of the Company,
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the Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders
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of the Company or any of their subsidiaries or their respective close associates in relation to
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the acquisition, disposal, voting or other disposition of the Shares registered in his/her/its name
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or otherwise held by him/her/it; (iv) the consideration payable by the public Shareholders in
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the Public Offer and placees in the Placing for each Share subscribed for or purchased by them
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is the same as the final Offer Price as determined by the Company, in addition to brokerage
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of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock
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Exchange trading fee of 0.00565%; and (v) there is no side agreement or arrangement between
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the Company, any of the Directors, the chief executive of the Company, the Controlling
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Shareholders, substantial Shareholders of the Company, existing Shareholders of the Company
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or any of their subsidiaries or their respective close associates, on one hand, and the public
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subscribers or the placees who have subscribed for Offer Shares, on the other hand.
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Lock-up Undertakings
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The Company and the Controlling Shareholders are subject to certain lock-up undertakings as set out
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in paragraph headed “Lock-up undertakings” in this announcement.
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--- page 4 ---
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6
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Results of Allocations
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The final Offer Price, the results of allocations and the Hong Kong identity card/passport/Hong Kong
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business registration/certificate of incorporation numbers of successful applicants under the Public
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Offer will be available at the times and date and in the manner specified below:
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• in this announcement to be posted on the Stock Exchange’s website at www.hkexnews.hk
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and on the Company’s website at www.newmedialab.com.hk by no later than 9:00 a.m. on
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Friday, 14 July 2023. Please note that the list of identification document numbers set out in
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this announcement may not be a complete list of successful applicants, since only successful
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applicants whose identification document numbers are provided to HKSCC by CCASS
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Participants are disclosed. Applicants with beneficial names only but not identification document
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numbers are not disclosed due to personal privacy issue as elaborated below. Applicants who
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applied for Public Offer Shares through their brokers can consult their brokers to enquire about
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their application results;
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• from “IPO Results” function in the IPO App or the designated results of allocations website at
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www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function on
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a 24 hour basis from 8:00 a.m. on Friday, 14 July 2023 to 12:00 midnight on Thursday, 20 July
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2023; and
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• from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m.
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and 6:00 p.m. from Friday, 14 July 2023 to Wednesday, 19 July 2023 (excluding Saturday,
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Sunday and public holiday in Hong Kong).
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This announcement contains a list of identification document numbers. Identification document
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numbers shown in the section headed “Results of applications made by HK eIPO White Form” in
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this announcement refer to the Hong Kong identity card numbers, passport numbers, Hong Kong
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business registration numbers, certificate of incorporation numbers or beneficial owner identification
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codes (if such applications are made by nominees as agent for the benefit of another person) whereas
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those displayed in the section headed “Results of applications made by giving Electronic Application
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Instructions to HKSCC via CCASS” in this announcement are provided by CCASS Participants via
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CCASS. Therefore, the identification document numbers shown in the two sections are different in
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nature.
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Since applications are subject to personal information collection statements, beneficial owner
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identification codes displayed in the sections headed “Results of applications made by HK eIPO
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White Form ” and “Results of applications made by giving Electronic Application Instructions
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to HKSCC via CCASS” are redacted and not all details of applications are disclosed in this
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announcement.
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--- page 5 ---
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7
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Despatch/Collection of Share Certificates/e-Auto Refund Payment Instructions/Refund Cheques
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For each applicant applying for Public Offer Shares through the HK eIPO White Form service:
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• Where an application has been made for 1,000,000 Public Offer Shares or more through
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HK eIPO White Form service and the application is wholly or partially successful, Share
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Certificates may be collected in person from the Hong Kong Share Registrar, Tricor Secretaries
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Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, from 9:00 a.m. to 1:00
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p.m. on Friday, 14 July 2023, or any other place or date notified by the Company.
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An individual who is eligible for personal collection must not authorise any other person(s)
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to make collection on his behalf. A corporate applicant which is eligible for personal
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collection must attend by its authorised representative(s) bearing a letter of authorisation from
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such corporation stamped with the corporation’s chop. Both an individual and authorised
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representative(s) (if applicable) must produce, at the time of collection, evidence of identity
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acceptable to the Hong Kong Share Registrar.
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If Share certificate(s) and/or refund cheque(s) are not collected personally within the time
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specified for collection, they will be sent to the address specified in the application instructions
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by ordinary post at the applicant’s own risk.
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• Where an application has been made for less than 1,000,000 Public Offer Shares through the HK
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eIPO White Form service, the Share certificate(s) (where applicable) will be sent to the address
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specified in the application instructions on or before Friday, 14 July 2023 by ordinary post at the
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applicant’s own risk.
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• Where the application monies have been paid from a single bank account, any refund monies
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will be despatched to that bank account in the form of e-Auto Refund payment instructions.
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• Where the application monies have been paid from multiple bank accounts, any refund monies
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will be despatched to the address as specified in the application instructions in the form of
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refund cheque(s) in favour of the applicant (or, in the case of joint applications, the first-named
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applicant) by ordinary post at the own risk of the applicant(s).
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For each applicant applying for Public Offer Shares through the CCASS EIPO service:
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• For the purposes of allocating Public Offer Shares, HKSCC Nominees will not be treated as an
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applicant. Instead, each CCASS Participant who gives electronic application instructions or
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each person for whose benefit instructions are given will be treated as an applicant.
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• Where the application is wholly or partially successful, the Share certificate(s) will be issued
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in the name of HKSCC Nominees and deposited into CCASS for the credit of the designated
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CCASS Participant’s stock account or the applicant’s CCASS Investor Participant stock account
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on Friday, 14 July 2023 or on any other date determined by HKSCC or HKSCC Nominees.
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--- page 6 ---
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8
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• The applicant should check the application results of CCASS Participants (and where the
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CCASS Participant is a broker or custodian, information relating to the relevant beneficial owner
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is included) and the successful applicants’ Hong Kong identity card number/passport number or
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other identification code (Hong Kong business registration number for corporations) published
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by the Company on Friday, 14 July 2023 in the manners specified in the section headed “Results
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of allocations” in this announcement, and report any discrepancies to HKSCC before 5:00 p.m.
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on Friday, 14 July 2023 or such other date as determined by HKSCC or HKSCC Nominees.
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• Where the applicant has instructed a broker or custodian to give electronic application
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instructions on his/her/its behalf, the applicant can also check the number of Public Offer
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Shares allotted to him/her/it and the amount of refund monies (if any) payable to him/her/it with
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that broker or custodian.
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• Where the applicant has applied as a CCASS Investor Participant, he/she/it can also check the
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number of Public Offer Shares allotted to him/her/it and the amount of refund monies (if any)
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payable to him/her/it via the CCASS Phone System and the CCASS Internet System (under the
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procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect
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from time to time) on Friday, 14 July 2023. Immediately following the credit of the Public
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Offer Shares to the applicant’s stock account and the credit of refund monies to his/her/its bank
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account, HKSCC will also make available to him/her/it an activity statement showing the number
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of Public Offer Shares credited to his/her/its CCASS Investor Participant stock account and the
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amount of refund monies (if any) credited to his/her/its designated bank account.
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• Refund of the application monies (if any) in respect of wholly and partially unsuccessful
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applications and/or difference between the final Offer Price and the maximum Offer Price per
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Offer Share initially paid on application (including brokerage, SFC transaction levy, AFRC
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transaction levy and Stock Exchange trading fee but without interest) will be credited to the
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applicant’s designated bank account or the designated bank account of the applicant’s broker or
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custodian on Friday, 14 July 2023.
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For each applicant applying for Employee Reserved Shares using the PINK Application Form:
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• Share certificate(s) and/or refund cheque(s) (if any) for Public Offer Shares allotted to applicants
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using PINK Application Forms are expected to be sent to the address on the PINK Application
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Form on or before Friday, 14 July 2023.
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• Where an application has been made for 1,000,000 Employee Reserved Shares or more using
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the PINK Application Form, and the application is wholly or partially successful, Share
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certificate(s) may be collected in person from the Hong Kong Share Registrar, Tricor Secretaries
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Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, from 9:00 a.m. to 1:00
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p.m. on Friday, 14 July 2023, or any other place or date notified by the Company. If the Eligible
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Employee is an individual who is eligible for personal collection, he/she must not authorise any
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other person to collect for him/her.
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--- page 7 ---
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9
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Share certificates will only become valid at 8:00 a.m. on Monday, 17 July 2023 provided that the
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Share Offer has become unconditional in all respects and the right of termination as described in
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the section headed “Underwriting – Underwriting arrangements and expenses – 1. Underwriting
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Agreement – Grounds for termination” in the Prospectus has not been exercised.
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No temporary document of title will be issued in respect of the Offer Shares. No receipt will be issued
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for sums paid on application.
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Public Float
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The Directors confirm that:
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(i) immediately following completion of the Share Offer and the Capitalisation Issue, at least 25%
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of the total number of issued Shares will be held by the public, in compliance with Rule 8.08(1)
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of the Listing Rules;
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(ii) the Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with
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Rule 8.08(2) of the Listing Rules;
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(iii) the three largest public Shareholders will not hold more than 50% of the Shares held in public
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hands at the time of Listing, in compliance with Rule 8.08(3) and Rule 8.24 of the Listing Rules;
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(iv) no placee will, individually, be placed more than 10% of the enlarged issued share capital of the
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Company immediately after completion of the Share Offer; and
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(v) there will not be any new substantial Shareholder (as defined in the Listing Rules) of the
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Company immediately after completion of the Share Offer.
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Commencement of Dealings
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Assuming that the Share Offer becomes unconditional in all respects at or before 8:00 a.m. on
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Monday, 17 July 2023 (Hong Kong time), dealings in the Shares on the Stock Exchange will
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commence at 9:00 a.m. on Monday, 17 July 2023 (Hong Kong time). The Shares will be traded in
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board lots of 5,000 Shares. The stock code of the Shares is 1284.
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In view of the high concentration of shareholding in a small number of Shareholders,
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Shareholders and respective investors should be aware that the price of the Shares could move
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substantially even with a small number of Shares traded, and should exercise extreme caution
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when dealing in the Shares.
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--- page 8 ---
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10
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FINAL OFFER PRICE
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The final Offer Price has been determined at HK$0.92 per Offer Share (exclusive of brokerage of 1%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee
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of 0.00565%).
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NET PROCEEDS FROM THE SHARE OFFER
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Based on the final Offer Price of HK$0.92 per Offer Share and 150,000,000 Offer Shares offered by
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the Company for subscription, the net proceeds from the Share Offer to be received by the Company,
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after deducting the underwriting fees and commissions and estimated expenses payable by the Company
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in connection with the Share Offer, is estimated to be approximately HK$101.0 million (the “ Net
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Proceeds”).
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The Company intends to apply the Net Proceeds for the following purposes:
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• approximately HK$26.6 million, representing approximately 26.3%, of the Net Proceeds is expected
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to be applied for future mergers and acquisitions and/or strategic alliances with other media or
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e-commerce market players to accelerate the Group’s growth beyond organic;
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• as to approximately HK$44.8 million, representing approximately 44.4%, of the Net Proceeds is
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expected to be used for expanding and enhancing the Group’s product lines and data collection and
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analytical capabilities, which the Company believes will enable the Group to deepen its penetration
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into its existing clientele and expanding its clientele, through launching of the APS Platform, PSS
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Platform and E-Commerce Solution Platform;
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• approximately HK$12.6 million, representing approximately 12.5%, of the Net Proceeds is expected
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to be used for constructing an in-house media content management platform to enhance the Group’s
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research capabilities and help monitoring the performances of the Group’s contents qualitatively
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and quantitatively and enabling the Group to be prepared for handling the increasing volume of data
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along with the anticipated expansion of its business;
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• approximately HK$7.0 million, representing 6.9%, of the Net Proceeds is expected to be used for
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repayment of bank borrowings; and
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• approximately HK$10.0 million, representing approximately 9.9%, of the Net Proceeds is expected
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to be used to fund the Group’s working capital and for general corporate purposes.
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Please refer to the section headed “Future plans and use of proceeds” in the Prospectus for further
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details in respect to the Company’s use of proceeds from the Share Offer.
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--- page 9 ---
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11
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LEVEL OF APPLICATIONS IN THE PUBLIC OFFER AND EMPLOYEE PREFERENTIAL
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OFFERING
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The Company announces that the Public Offer Shares initially offered under the Public Offer have been
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very significantly over-subscribed. At the close of the application lists at 12:00 noon on Wednesday,
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5 July 2023, a total of 11,655 valid applications (including 7 valid applications under the Employee
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Preferential Offering) have been received pursuant to the Public Offer (being applications made through
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the HK eIPO White Form service or the CCASS EIPO service or on the PINK Application Forms) for
|
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a total of 662,715,000 Public Offer Shares, representing approximately 44.2 times of the total number
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of 15,000,000 Public Offer Shares initially available under the Public Offer, among which and with
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reference to paragraph 3.1 of the Practice Note 18 of the Listing Rules (“Paragraph 3.1 of PN18”):
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• 11,618 valid applications were made in respect of a total of 469,280,000 Public Offer Shares
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under the Public Offer (excluding the applications under the Employee Preferential Offering), each
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with an aggregate subscription amount based on the maximum Offer Price of HK$0.92 per Offer
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Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy
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of 0.00015% and Stock Exchange trading fee of 0.00565%) of HK$5 million or less, representing
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approximately 69.5 times of the number of 6,750,000 Public Offer Shares initially available in Pool
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A of the Public Offer;
|
||
• 30 valid applications were made in respect of a total of 191,250,000 Public Offer Shares under
|
||
the Public Offer (excluding the applications under the Employee Preferential Offering), each with
|
||
an aggregate subscription amount based on the maximum Offer Price of HK$0.92 per Offer Share
|
||
(exclusive of brokerage of 1.00%, Stock Exchange trading fee of 0.00565%, SFC transaction levy
|
||
of 0.0027% and AFRC transaction levy of 0.00015%) of more than HK$5 million, representing
|
||
approximately 28.3 times of the number of 6,750,000 Public Offer Shares initially available in Pool
|
||
B of the Public Offer; and
|
||
• 7 valid applications have been received pursuant to the Employee Preferential Offering on PINK
|
||
Application Forms for a total of 2,185,000 Employee Reserved Shares, equivalent to approximately
|
||
1.5 times of the total number of Employee Reserved Shares available for subscription under the
|
||
Employee Preferential Offering. As the Employee Preferential Offering has been fully subscribed
|
||
for, none of the Employee Reserved Shares have been made available for subscription by the
|
||
public under the Public Offer. The final number of Employee Reserved Shares allocated to the
|
||
relevant Eligible Employees under the Employee Preferential Offering is 1,500,000 Offer Shares,
|
||
representing 1.0% of the total number of the Offer Shares available under the Share Offer.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
As the over-subscription in the Public Offer is more than 15 times but less than 50 times of the total
|
||
number of the Offer Shares initially available for subscription under the Public Offer, the reallocation
|
||
procedure as disclosed in the section headed “Structure and conditions of the Share Offer – The Public
|
||
Offer – Reallocation” in the Prospectus has been applied. The final number of Offer Shares under
|
||
the Public Offer is 45,000,000 Offer Shares, representing 30.0% of the total number of Offer Shares
|
||
available under the Share Offer, which have been allocated to 4,315 successful applicants under the
|
||
Public Offer (including 7 successful applicants under the Employee Preferential Offering). A total
|
||
number of 4,212 applicants, representing approximately 97.6% of the total number of 4,315 successful
|
||
applicants under the Public Offer (including 7 successful applicants under the Employee Preferential
|
||
Offering), have been allotted with one board lot of the Public Offer Shares. These applicants have been
|
||
allotted 21,060,000 Offer Shares, representing approximately 1.4 times of 15,000,000 Public Offer
|
||
Shares initially available under the Public Offer.
|
||
10 multiple applications or suspected multiple applications have been identified and rejected. No
|
||
applications have been rejected due to bounced cheques. No application has been rejected due to invalid
|
||
application which is not completed in accordance with the instructions set out in the Application Forms.
|
||
No application for more than 6,750,000 Public Offer Shares has been identified. The Public Offer Shares
|
||
have been conditionally allocated on the basis set out in the paragraph headed “Basis of allocation under
|
||
the Public Offer” in this announcement.
|
||
PLACING
|
||
The Placing Shares initially offered under the Placing have been slightly oversubscribed, representing
|
||
approximately 1.5 times of the total number of 135,000,000 Placing Shares initially available for
|
||
subscription under the Placing. The final number of Offer Shares under the Placing is 105,000,000 Offer
|
||
Shares, representing 70.0% of the total number of Offer Shares available under the Share Offer.
|
||
There are a total of 177 placees under the Placing. No over-allocation of Placing Shares has been
|
||
made. A total of 65 placees, representing approximately 36.7% of the total number of placees under
|
||
the Placing, have been allotted five board lots of the Placing Shares or less. These placees have been
|
||
allotted approximately 0.6% of the Offer Shares initially available under the Placing and approximately
|
||
0.5% of the total number of the Offer Shares under the Share Offer. A total of 18 placees, representing
|
||
approximately 10.2% of the total number of placees under the Placing, have been allotted one board lot
|
||
of the Placing Shares. These placees have been allotted approximately 0.1% of the Offer Shares initially
|
||
available under the Placing and approximately 0.1% of the total number of the Offer Shares under the
|
||
Share Offer.
|
||
The Placing has been conducted in compliance with the Placing Guidelines. To the best knowledge,
|
||
information and belief of the Directors and having made all reasonable enquiries, none of the Offer
|
||
Shares were allocated to any core connected person, Directors or existing Shareholders of the Company,
|
||
or their respective close associates or persons set out in paragraphs 5(1) and 5(2) of the Placing
|
||
Guidelines, whether in their own names or through nominees. None of the Joint Sponsors, the Overall
|
||
Coordinators, the Joint Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,
|
||
the Capital Market Intermediaries and their respective affiliated companies and connected clients (as
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
set out in Appendix 6 to the Listing Rules) has taken up any Offer Shares for its own benefit under the
|
||
Share Offer. The Directors further confirm that, to the best of their knowledge, information and belief
|
||
and having made all reasonable enquiries, all placees under the Placing and their ultimate beneficial
|
||
owners are independent of and are not (a) core connected persons of the Company, (b) Directors or
|
||
existing Shareholders or any of the Company’s subsidiaries, or (c) close associates of (a) and/or (b)
|
||
above whether in their own names or through nominees.
|
||
The Directors confirm that, to the best of their knowledge, information and belief and having made
|
||
all reasonable enquiries, no placee will, individually, hold more than 10% of the enlarged issued share
|
||
capital of the Company immediately after completion of the Share Offer. Accordingly, the Directors
|
||
confirm that none of the placees will become a substantial shareholder of the Company immediately
|
||
following completion of the Placing, and there will not be any new substantial shareholder of the
|
||
Company immediately following completion of the Share Offer.
|
||
The Directors confirm that, to the best of their knowledge, information and belief and having made
|
||
all reasonable enquiries, (i) none of the Offer Shares subscribed by public Shareholders in the Public
|
||
Offer and placees in the Placing has been financed directly or indirectly by the Company, the Directors,
|
||
the chief executive of the Company, the Controlling Shareholders, substantial Shareholders of the
|
||
Company, existing Shareholders of the Company or any of their subsidiaries or their respective close
|
||
associates; (ii) no rebate has been, directly or indirectly, provided by the Company, the Directors, the
|
||
chief executive of the Company, the Controlling Shareholders, substantial Shareholders of the Company,
|
||
existing Shareholders of the Company, or syndicate members or any other brokers involved in the Share
|
||
Offer, to any public Shareholders in the Public Offer or placees in the Placing; (iii) none of the public
|
||
Shareholders in the Public Offer and placees in the Placing who has subscribed for the Offer Shares is
|
||
accustomed to taking instructions from the Company, the Directors, the chief executive of the Company,
|
||
the Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders of the
|
||
Company or any of their subsidiaries or their respective close associates in relation to the acquisition,
|
||
disposal, voting or other disposition of the Shares registered in his/her/its name or otherwise held by
|
||
him/her/it; (iv) the consideration payable by the public Shareholders in the Public Offer and placees
|
||
in the Placing for each Share subscribed for or purchased by them is the same as the final Offer Price
|
||
as determined by the Company, in addition to brokerage of 1%, SFC transaction levy of 0.0027%,
|
||
AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%; and (v) there is no
|
||
side agreement or arrangement between the Company, any of the Directors, the chief executive of the
|
||
Company, the Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders
|
||
of the Company or any of their subsidiaries or their respective close associates, on one hand, and the
|
||
public subscribers or the placees who have subscribed for Offer Shares, on the other hand.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
LOCK-UP UNDERTAKINGS
|
||
The Company, the Controlling Shareholders, Mr. Royce Lee, Double Blossoms, Ms. Venus Lee and
|
||
Double Fantastic have provided certain lock-up undertakings (the “Lock-up Undertakings”) in respect
|
||
of the Shares. The Lock-up Undertakings, except that required by the Listing Rules, have been provided
|
||
on a voluntary basis pursuant to commercial negotiations. The major terms of the Lock-up Undertakings
|
||
are set out below.
|
||
Party
|
||
Number of Shares
|
||
directly held immediately
|
||
following completion of
|
||
the Capitalisation Issue
|
||
and the Share Offer which
|
||
are subject to Lock-up
|
||
Undertaking upon Listing
|
||
Approximate percentage
|
||
of total number of issued
|
||
Shares immediately
|
||
following completion of the
|
||
Capitalisation Issue and
|
||
the Share Offer
|
||
Last day of the
|
||
lock-up period
|
||
The Company
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing Rules and
|
||
the Underwriting Agreement)
|
||
N/A N/A 17 January 2024
|
||
The Controlling Shareholders
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing Rules and
|
||
the Underwriting Agreement)
|
||
315,000,000 52.5% 17 January 2024,
|
||
(First Six-Month
|
||
Period) 17 July,
|
||
2024 (Second Six-
|
||
Month Period)
|
||
Mr. Royce Lee and Double Blossoms 90,000,000 15.0% 17 January 2024
|
||
(First Six-Month
|
||
Period)
|
||
Ms. Venus Lee and Double Fantastic 45,000,000 7.5% 17 January 2024
|
||
(First Six-Month
|
||
Period)
|
||
Notes:
|
||
1. The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules.
|
||
2. Percentage figures in the table above are subject to rounding adjustments.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
BASIS OF ALLOCATION UNDER THE PUBLIC OFFER
|
||
Subject to satisfaction of the conditions set out in the section headed “Structure and conditions of
|
||
the Share Offer” in the Prospectus and in accordance with Paragraph 3.1 of PN18 Note , 11,655 valid
|
||
applications made by the public through the HK eIPO White Form service or the CCASS EIPO
|
||
service (including 7 valid applications under the Employee Preferential Offering using the PINK
|
||
Application Form) will be conditionally allocated on the basis set out below:
|
||
Number of
|
||
Shares
|
||
applied for
|
||
No. of valid
|
||
applications Basis of allotment/ballot
|
||
Approximate
|
||
percentage allotted
|
||
of the total number
|
||
of Shares applied for
|
||
Pool A
|
||
5,000 6,911 2,074 out of 6,911 applicants to receive 5,000 shares 30.01%
|
||
10,000 1,262 406 out of 1,262 applicants to receive 5,000 shares 16.09%
|
||
15,000 357 120 out of 357 applicants to receive 5,000 shares 11.20%
|
||
20,000 287 99 out of 287 applicants to receive 5,000 shares 8.62%
|
||
25,000 192 68 out of 192 applicants to receive 5,000 shares 7.08%
|
||
30,000 120 44 out of 120 applicants to receive 5,000 shares 6.11%
|
||
35,000 52 21 out of 52 applicants to receive 5,000 shares 5.77%
|
||
40,000 58 24 out of 58 applicants to receive 5,000 shares 5.17%
|
||
45,000 46 20 out of 46 applicants to receive 5,000 shares 4.83%
|
||
50,000 971 431 out of 971 applicants to receive 5,000 shares 4.44%
|
||
60,000 75 36 out of 75 applicants to receive 5,000 shares 4.00%
|
||
70,000 53 27 out of 53 applicants to receive 5,000 shares 3.64%
|
||
80,000 57 31 out of 57 applicants to receive 5,000 shares 3.40%
|
||
90,000 52 30 out of 52 applicants to receive 5,000 shares 3.21%
|
||
100,000 388 227 out of 388 applicants to receive 5,000 shares 2.93%
|
||
200,000 487 376 out of 487 applicants to receive 5,000 shares 1.93%
|
||
300,000 67 61 out of 67 applicants to receive 5,000 shares 1.52%
|
||
400,000 35 5,000 shares plus 1 out of 35 applicants to receive an additional 5,000 shares 1.29%
|
||
500,000 42 5,000 shares plus 5 out of 42 applicants to receive an additional 5,000 shares 1.12%
|
||
600,000 16 5,000 shares plus 4 out of 16 applicants to receive an additional 5,000 shares 1.04%
|
||
700,000 13 5,000 shares plus 4 out of 13 applicants to receive an additional 5,000 shares 0.93%
|
||
800,000 11 5,000 shares plus 4 out of 11 applicants to receive an additional 5,000 shares 0.85%
|
||
900,000 4 5,000 shares plus 2 out of 4 applicants to receive an additional 5,000 shares 0.83%
|
||
1,000,000 33 5,000 shares plus 17 out of 33 applicants to receive an additional 5,000 shares 0.76%
|
||
2,000,000 17 10,000 shares 0.50%
|
||
3,000,000 8 10,000 shares plus 3 out of 8 applicants to receive an additional 5,000 shares 0.40%
|
||
4,000,000 3 10,000 shares plus 2 out of 3 applicants to receive an additional 5,000 shares 0.33%
|
||
5,000,000 1 15,000 shares 0.30%
|
||
Total: 11,618
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Number of
|
||
Shares
|
||
applied for
|
||
No. of valid
|
||
applications Basis of allotment
|
||
Approximate
|
||
percentage allotted of
|
||
the total number of
|
||
Shares applied for
|
||
Pool B
|
||
6,000,000 15 720,000 shares 12.00%
|
||
6,750,000 15 730,000 shares 10.81%
|
||
Total: 30
|
||
Note: For allocation purposes only and based on the 43,500,000 Offer Shares available under the Public Offer (as adjusted
|
||
after reallocation and excluding the 1,500,000 Employee Reserved Shares under the Employee Preferential Offering),
|
||
the Public Offer Shares were divided equally into two pools: Pool A and Pool B. The Public Offer Shares in Pool A
|
||
consisted of 21,750,000 Shares and were allocated on an equitable basis to applicants who have applied for Public
|
||
Offer Shares in the value of HK$5 million or less (excluding brokerage, Stock Exchange trading fee, SFC transaction
|
||
levy and AFRC transaction levy thereon). The Public Offer Shares available in Pool B consisted of 21,750,000 Shares
|
||
and were allocated on an equitable basis to applicants who have applied for Public Offer Shares in the value of more
|
||
than HK$5 million (excluding brokerage, Stock Exchange trading fee, SFC transaction levy and AFRC transaction
|
||
levy) and up to the value of Pool B.
|
||
Number of
|
||
Shares
|
||
applied for
|
||
No. of valid
|
||
applications Basis of allotment
|
||
Approximate
|
||
percentage allotted of
|
||
the total number of
|
||
Shares applied for
|
||
Employee Preferential Offering
|
||
10,000 2 10,000 Shares 100.00%
|
||
15,000 1 15,000 Shares 100.00%
|
||
50,000 1 35,000 Shares 70.00%
|
||
500,000 1 345,000 Shares 69.00%
|
||
600,000 1 410,000 Shares 68.33%
|
||
1,000,000 1 675,000 Shares 67.50%
|
||
Total: 7
|
||
The final number of the Offer Shares available under the Public Offer is 45,000,000 Offer Shares,
|
||
representing 30.0% of the total number of the Offer Shares available under the Share Offer.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
RESULTS OF ALLOCATIONS
|
||
The final Offer Price, the results of allocations and the Hong Kong identity card/passport/Hong Kong
|
||
business registration/certificate of incorporation numbers of successful applicants under the Public Offer
|
||
will be available at the times and date and in the manner specified below:
|
||
• in this announcement to be posted on the Stock Exchange’s website at www.hkexnews.hk and on
|
||
the Company’s website at www.newmedialab.com.hk by no later than 9:00 a.m. on Friday, 14 July
|
||
2023. Please note that the list of identification document numbers set out in this announcement may
|
||
not be a complete list of successful applicants, since only successful applicants whose identification
|
||
document numbers are provided to HKSCC by CCASS Participants are disclosed. Applicants with
|
||
beneficial names only but not identification document numbers are not disclosed due to personal
|
||
privacy issue as elaborated below. Applicants who applied for Public Offer Shares through their
|
||
brokers can consult their brokers to enquire about their application results;
|
||
• from the “IPO Results” function in the IPO App or the designated results of allocations website at
|
||
www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function on a 24
|
||
hour basis from 8:00 a.m. on Friday, 14 July 2023, to 12:00 midnight on Thursday, 20 July 2023;
|
||
and
|
||
• from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and
|
||
6:00 p.m. from Friday, 14 July 2023 to Wednesday, 19 July 2023 (excluding Saturday, Sunday and
|
||
public holiday in Hong Kong).
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Set out below is a summary of the allotments results under the Share Offer:
|
||
• the number of Offer Shares subscribed for by the top 1, 5, 10, 20 and 25 placees under the Placing,
|
||
their subscription percentages in the Placing, and their shareholding percentages upon Listing are as
|
||
follows:
|
||
Placee
|
||
Aggregate number
|
||
of Placing Shares
|
||
allocated under
|
||
the Placing
|
||
Approximate
|
||
aggregate% of the
|
||
total number of
|
||
Placing Shares
|
||
Approximate
|
||
aggregate% of the
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Share Offer
|
||
% of total issued
|
||
Shares held
|
||
upon Listing
|
||
Top 1 (Note) 9,340,000 8.9% 6.2% 1.6%
|
||
Top 5 40,165,000 38.3% 26.8% 6.7%
|
||
Top 10 62,905,000 59.9% 41.9% 10.5%
|
||
Top 20 83,895,000 79.9% 55.9% 14.0%
|
||
Top 25 89,340,000 85.1% 59.6% 14.9%
|
||
Note: There are 3 placees who have subscribed for, and are hence allocated with, the same number of Offer Shares. Each of
|
||
them is considered a top 1 placee.
|
||
• the number of Shares held by the top 1, 5, 10, 20 and 25 of all Shareholders upon Listing, (where
|
||
applicable) their subscription percentages in the Public Offer, the Placing and the Share Offer, and
|
||
their shareholding percentages upon Listing are as follows:
|
||
Shareholder
|
||
Number
|
||
of Shares
|
||
subscribed
|
||
for in the
|
||
Placing
|
||
Number
|
||
of Shares
|
||
subscribed
|
||
for in the
|
||
Share Offer
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
Subscription
|
||
as% of the
|
||
Placing
|
||
Shares
|
||
Subscription
|
||
as% for the
|
||
total Offer
|
||
Shares
|
||
% of total
|
||
issued Shares
|
||
held upon
|
||
Listing
|
||
Top 1 – – 315,000,000 0.0% 0.0% 52.5%
|
||
Top 5 18,680,000 18,680,000 468,680,000 17.8% 12.5% 78.1%
|
||
Top 10 49,505,000 49,505,000 499,505,000 47.1% 33.0% 83.3%
|
||
Top 20 78,735,000 78,735,000 528,735,000 75.0% 52.5% 88.1%
|
||
Top 25 86,230,000 86,230,000 536,230,000 82.1% 57.5% 89.4%
|
||
In view of the high concentration of shareholding in a small number of Shareholders, Shareholders
|
||
and respective investors should be aware that the price of the Shares could move substantially
|
||
even with a small number of Shares traded, and should exercise extreme caution when dealing in
|
||
the Shares.
|