geometrybase
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.
1173 lines
49 KiB
Plaintext
1173 lines
49 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 “Hong Kong Stock
|
||
Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents
|
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of this 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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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as
|
||
those defined in the prospectus dated Tuesday, June 4, 2024 (the “Prospectus ”) issued by QuantumPharm Inc. (the
|
||
“Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
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or subscribe for any 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
|
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Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
|
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on the information in the Prospectus.
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||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
|
||
securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
|
||
or otherwise transferred within the United States except pursuant to an exemption from the registration requirements
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||
of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer
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of securities in the United States. The securities are sold solely (1) to qualified institutional buyers as defined in Rule
|
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144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2)
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outside the United States in compliance with Regulation S under the U.S. Securities Act.
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||
In connection with the Global Offering, CLSA Limited, as stabilizing manager (the “Stabilizing Manager ”) (or its
|
||
affiliates or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with
|
||
a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
|
||
prevail in an open market for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
|
||
Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be
|
||
conducted at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and
|
||
may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after
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the last date for lodging applications under the Hong Kong Public Offering. Such stabilization action, if commenced,
|
||
may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable
|
||
laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W
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of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter. 571 of the Laws
|
||
of Hong Kong).
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Potential investors should be aware that stabilizing actions cannot be taken to support the price of the 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 after
|
||
the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, July 7, 2024). After this
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||
date, no further stabilizing action may be taken, and demand for the Shares and therefore the price of the Shares could
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fall.
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Potential investors of the Offer Shares should note that the Sole Sponsor and Overall Coordinators (for themselves and
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||
on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting { Hong Kong
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Underwriting Arrangements { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at any time
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||
prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Thursday, June 13,
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2024).
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In connection with the Global Offering, we expect to grant the Over-allotment Option to the International Underwriters,
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||
exercisable by the Overall Coordinators at their sole and absolute discretion on behalf of the International Underwriters
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at any time from the Listing Date until Sunday, July 7, 2024, being the 30th day after the last day for lodging
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||
applications under the Hong Kong Public Offering. Pursuant to the Over-allotment Option, the Overall Coordinators
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will have the right to require our Company to allot and issue, at the Offer Price, up to an aggregate of additional
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28,105,000 Shares, representing in aggregate approximately 15% of the number of the Offer Shares initially available
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under the Global Offering to cover over-allocations in the International Offering, if any.
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--- page 2 ---
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2
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QuantumPharm Inc.
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(Incorporated in the Cayman Islands 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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: 187,373,000 Shares (subject to the Over-
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allotment Option)
|
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Number of Hong Kong Offer Shares : 37,475,000 Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 149,898,000 Shares (as adjusted after
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reallocation and subject to the Over-
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Allotment Option)
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Final Offer Price : HK$5.28 per Offer Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Hong Kong Stock Exchange
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trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%
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Nominal value : US$0.00001 per Share
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Stock code : 2228
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Sole Sponsor, Overall Coordinator, Joint Global Coordinator
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Managers
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Sole Financial Advisor
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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Joint Lead Managers
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--- page 3 ---
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QUANTUMPHARM INC.
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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||
as those defined in the prospectus dated June 4, 2024 (the “Prospectus”) issued by QuantumPharm Inc. (the
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“Company”).
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SUMMARY
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Company information
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Stock code 2228
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Stock short name QUANTUMPH-P
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Dealings commencement date June 13, 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$5.28
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Offer Price Range HK$5.03 - HK$6.03
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Offer Price Adjustment exercised No
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||
|
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Offer Shares and Share Capital
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||
Number of Offer Shares 187,373,000
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Number of Offer Shares in Hong Kong Public Offering (after
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reallocation and assuming the Over-allotment Option is not
|
||
exercised)
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37,475,000
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Number of offer shares in International Offer (after
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reallocation and assuming the Over-allotment Option is not
|
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exercised)
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149,898,000
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Number of issued shares upon Listing (Assuming the Over-
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||
allotment Option is not exercised)
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3,406,772,761
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The number of offer shares above is determined after taking into account the additional shares issued under
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the following Offer Size Adjustment Option
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||
|
||
Over-allocation
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||
No. of Offer Shares over-allocated 28,105,000
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Such over-allocation will be settled by using Shares to be borrowed under the Stock Borrowing Agreement
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between the Stabilizing Manager and QuantumPharm Holdings. Such borrowed Shares may be covered
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by exercising the Over-allotment Option in full or in part or by making purchases in the secondary
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market at prices that do not exceed the Offer Price or a combination of these means. In the event the
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Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 989.33 million
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option -
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- Public Offer -
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- International Offer -
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--- page 4 ---
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Less: Estimated listing expenses payable based on Final Offer
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Price
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HK$ (93.2) million
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Net proceeds HK$ 896.13 million
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 19,602
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No. of successful applications 10,448
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Subscription level 103.35 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public
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||
Offering
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9,369,000
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No. of Offer Shares reallocated from the International Offering
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(claw- back)
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28,106,000
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Final no. of Offer Shares under the Hong Kong Public Offering
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(after reallocation)
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37,475,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering (after reallocation)
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20%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by name or identification number or www.hkeipo.hk/IPOResult
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for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 154
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Subscription Level 2.13 times
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No. of Offer Shares initially available under the International
|
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Offering
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178,004,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering
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(claw-back)
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28,106,000
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Final no. of Offer Shares under the International Offering (after
|
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reallocation)
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149,898,000
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% of Offer Shares under the International Offering to the Global
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Offering (after reallocation)
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80%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from strict
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compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2) of Appendix F1 to the
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Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to close associates of certain existing shareholders, (i) none
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of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the
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Company, any of the Directors, chief executive of the Company, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective cl ose associates; and (ii) none of
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the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, chief executive of the Company, substantial shareholders, existing
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive, assuming the Over-
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allotment Option is not exercised. For details of the use of proceeds, please refer to the Prospectus dated
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June 4, 2024.
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--- page 5 ---
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shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by
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him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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|
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|
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|
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Investor
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|
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|
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No. of Offer
|
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Shares
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||
allocated
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||
|
||
|
||
|
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% of
|
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Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
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||
allotment
|
||
Option is
|
||
not
|
||
exercised)
|
||
% of total
|
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issued
|
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share
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capital
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||
after the
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||
Global
|
||
Offering
|
||
(assuming
|
||
the Over-
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||
allotment
|
||
Option is
|
||
not
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||
exercised)
|
||
|
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|
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Existing
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shareholders or
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their
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close
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associates
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Successful Lotus Limited 7,575,000 4.04% 0.22% No
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IntelliMed One Investment Limited
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Note 1
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5,163,000 2.76% 0.15% No
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Mammoth Medical Solutions 11,700,000 6.24% 0.34% No
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Begonia No. 1 LPF
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(海棠壹號有限合夥基金)
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17,573,000 9.38% 0.52% No
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||
Prof. Bradley Lether Pentelute 1,464,000 0.78% 0.04% No
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Ginkgo Capital Global Fund SPC—
|
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Ginkgo Capital Global Fund I SP
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||
Note 2
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||
14,644,000 7.82% 0.43% No
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Biocytogen Pharmaceuticals
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||
(Beijing) Co., Ltd.
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(百奧賽圖(北京)醫藥科技股份有
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限公司)
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2,017,000 1.08% 0.06% No
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FaaS Capital Longevity Limited 3,787,000 2.02% 0.11% No
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||
Total 63,923,000 34.12% 1.88%
|
||
Notes:
|
||
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(1) In addition to the Offer Shares subscribed for as a cornerstone investor of the Company, IntelliMed One Investment
|
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Limited (“IntelliMed”), together with its close associate, TruMed Healthcare Master Fund (“TruMed”) were
|
||
allocated further Offer Shares as pl acees. Under the International Offering, IntelliMed and TruMed were allocated
|
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20,413,000 Offer Shares in aggregate. Please refer to the section headed “International Offering - Allotees with
|
||
waivers/consents obtained” for further details. Only the Offer Shares it subscribed for as a cornerstone investor are
|
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|
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--- page 6 ---
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subject to lock -up as indicated below. For details, please refer to the section headed “Lock -up Undertakings –
|
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Cornerstone Investors” below.
|
||
(2) A close associate of Ginkgo Capital Global Fund SPC—Ginkgo Capital Global Fund I SP (“Ginkgo Fund I”), Ginkgo
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Capital Global Fund SPC—Ginkgo Capital Global Fund II SP (“Ginkgo Fund II”), was allocated Offer Shares as a
|
||
placee. Under the International Offering, Ginkgo Fund I and Ginkgo Fund II were allocated 23,244,000 Offer Shares
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in aggregate. Please refer to the section headed “International Offering - Allotees with waivers/consents obtained”
|
||
for further details.
|
||
|
||
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Allotees with waivers/consents obtained
|
||
|
||
|
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|
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|
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|
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|
||
|
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|
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Investor
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|
||
|
||
|
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|
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No. of
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Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-
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||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
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Option is not
|
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exercised)
|
||
|
||
|
||
|
||
|
||
Relationship
|
||
Liu Chong / 劉翀 1,800,000 0.96% 0.05% Liu Chong is a close
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associate of an existing
|
||
shareholder of the
|
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Company. Note 1
|
||
|
||
Hermitage Global
|
||
Limited
|
||
1,500,000 0.80% 0.04% Hermitage Global
|
||
Limited is a close
|
||
associate of an existing
|
||
shareholder of the
|
||
Company. Note 2
|
||
|
||
Mirae Asset
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||
Securities (HK)
|
||
Limited (and its close
|
||
associate)
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1,680,000 0.90% 0.05% Mirae Asset Securities
|
||
(HK) Limited is a close
|
||
associate of an existing
|
||
shareholder of the
|
||
Company. Note 3
|
||
|
||
IntelliMed One
|
||
Investment Limited
|
||
13,800,000 7.36% 0.41% IntelliMed is a
|
||
cornerstone investor of
|
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the Company. Note 4
|
||
TruMed Healthcare
|
||
Master Fund
|
||
1,450,000 0.77% 0.04% TruMed Healthcare
|
||
Master Fund is a close
|
||
associate of IntelliMed,
|
||
a cornerstone investor
|
||
of the Company. Note 4
|
||
Ginkgo Capital
|
||
Global Fund SPC—
|
||
Ginkgo Capital
|
||
Global Fund II SP
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8,600,000 4.59% 0.25% Ginkgo Capital Global
|
||
Fund SPC—Ginkgo
|
||
Capital Global Fund II
|
||
SP is a close associate
|
||
of Ginkgo Capital
|
||
Global Fund SPC—
|
||
Ginkgo Capital Global
|
||
Fund I SP, a
|
||
cornerstone investor of
|
||
|
||
|
||
--- page 7 ---
|
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the Company. Note 5
|
||
Total 28,830,000 15.39% 0.85%
|
||
Notes:
|
||
|
||
(1) Liu Chong is a close associate of Yael Capital Partners I L.P., an existing shareholder of the Company which
|
||
will hold approximately 3.44% of the total issued Shares of the Company immediately following the Global
|
||
Offering (assuming the Over-allotment Option is not exercised). The Company has applied to the Stock Exchange
|
||
for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 10.04 of the Listing Rules
|
||
and its consent under paragraph 5(2) of the Placing Guideli nes to permit the Company to allocate such Offer
|
||
Shares in the International Offering to Liu Chong. The allocation of Offer Shares to Liu Chong is in compliance
|
||
with all the conditions under the waiver and consent granted by the Stock Exchange. For details , please refer to
|
||
the section headed “Others / Additional Information” below.
|
||
(2) Hermitage Global Limited is a close associate of Hermitage Galaxy Fund SPC for and on behalf of Hermitage
|
||
Fund Two SP, an existing Shareholder of the Company which will hold appr oximately 1.30% of the total issued
|
||
Shares of the Company immediately following the Global Offering (assuming the Over -allotment Option is not
|
||
exercised). The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver
|
||
from strict compliance with Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of the Placing
|
||
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to Hermitage Global
|
||
Limited. The allocation of Offer Sha res to Hermitage Global Limited is in compliance with all the conditions
|
||
under the waiver and consent granted by the Stock Exchange. For details, please refer to the section headed
|
||
“Others / Additional Information” below.
|
||
(3) Mirae Asset Securities (HK) Limited (and its close associate) are close associates of Mirae Asset New Economy
|
||
Fund L.P., an existing shareholder of the Company which will hold approximately 0.78% of the total issued
|
||
Shares of the Company immediately following the Global Offering (assuming the Over-allotment Option is not
|
||
exercised). Each of Mirae Asset Securities (HK) Limited and its close associate have been allocated 1,400,000
|
||
and 280,000 Offer Shares as a placee, respectively. The Company has applied to the Stock Exchange for, and the
|
||
Stock Exchange has granted, a waiver from strict compliance with Rule 10.04 of the Listing Rules and its consent
|
||
under paragraph 5(2) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
|
||
International Offering to Mirae Asset Securities (HK) Limited and its close associate. The allocation of Offer
|
||
Shares to Mirae Asset Securities (HK) Limited (and its close associate) is in compliance with all the conditions
|
||
under the waiver and consent granted by the Stock Exchange. For detai ls, please refer to the section headed
|
||
“Others / Additional Information” below.
|
||
(4) IntelliMed is a cornerstone investor of the Company which will hold approximately 0.15% of the total issued
|
||
Shares of the Company immediately following the Global Offering (assuming the Over -allotment Option is not
|
||
exercised). IntelliMed, together with TruMed, which is a close associate of IntelliMed , were allocated further
|
||
Offer Shares as placees . The Company has applied to the Stock Exchange for, and the Stock Exchange has
|
||
granted, a consent under Chapter 4.15 of the HKEX Guide to permit the Company to allocate such Offer Shares
|
||
in the International Offering to IntelliMed and TruMed. The allocation of Offer Shares to IntelliMed and TruMed
|
||
is in compliance with all the conditions under the consent granted by the Stock Exchange. For details, please
|
||
refer to the section headed “Others / Additional Information” below.
|
||
(5) Ginkgo Capital Global Fund SPC—Ginkgo Capital Global Fund II SP (“Ginkgo Fund II”) is a close associate
|
||
of Ginkgo Capital Global Fund SPC—Ginkgo Capital Global Fund I SP, a cornerstone investor of the Company
|
||
which will hold approximately 0.43% of the total issued Shares of the Company immediately following the Global
|
||
Offering (assuming the Over-allotment Option is not exercised). Ginkgo Fund II was allocated Offer Shares as a
|
||
placee. The Company has applied to the Stock Exchange for, and the S tock Exchange has granted, a consent
|
||
under Chapter 4.15 of the HKEX Guide to permit the Company to allocate such Offer Shares in the International
|
||
Offering to Ginkgo Fund II . The allocation of Offer Shares to Ginkgo Fund II is in complian ce with all the
|
||
conditions under the consent granted by the Stock Exchange. For details, please refer to the section headed
|
||
“Others / Additional Information” below.
|
||
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
|
||
|
||
--- page 8 ---
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Wen Shuhao / 溫書豪 Note
|
||
1
|
||
|
||
222,126,400 Note 2 6.52% June 12, 2026 Note 10
|
||
81,093,362 Note 3 2.38% June 12, 2026 Note 10
|
||
22,000,000 Note 4 0.65% June 12, 2026 Note 10
|
||
Ma Jian / 馬健 Note 1
|
||
|
||
122,908,500 Note 5 3.61% June 12, 2026 Note 10
|
||
45,230,342 Note 6 1.33% June 12, 2026 Note 10
|
||
59,103,125 Note 7 1.73% June 12, 2026 Note 10
|
||
Lai Lipeng / 賴力鵬 Note 1 87,814,140 Note 8 2.58% June 12, 2026 Note 10
|
||
32,315,661 Note 9 0.95% June 12, 2026 Note 10
|
||
Subtotal 672,591,530 19.74%
|
||
Notes:
|
||
|
||
1. Each of Dr. Wen Shuhao (“Dr. Wen”), Dr. Ma Jian (“Dr. Ma”) and Dr. Lai Lipeng (“Dr. Lai”) is a Co-
|
||
founder and an executive Director of the Company.
|
||
2. Representing the Shares held by QuantumPharm Holdings Limited. QuantumPharm Holdings Limited is
|
||
held as to 99% by WSH Family Holdings Limited, which is the holding vehicle of TMF (Cayman) Ltd. TMF
|
||
(Cayman) Ltd. is the trustee of the WSH Family Trust, a discretionary trust established by Dr. Wen as
|
||
settlor.
|
||
3. Representing the Shares held by QuantumPharm Roc Holdings Limited (“ QuantumPharm Roc ”)
|
||
underlying outstanding options held by Dr. Wen. Such Shares will be transferred by QuantumPharm Roc
|
||
to Dr. Wen upon the exercise of the options and continue to be subject to the disposal restr ictions. For
|
||
further details, please refer to the sections headed “History, Development and Corporate Structure” and
|
||
“Underwriting” in the Prospectus.
|
||
4. Representing the Shares held by QuantumPharm Roc underlying outstanding options held by Dr. Jiang
|
||
Yide A lan (and his close associates) and Mr. Tam Man Hong. Such Shares will be transferred by
|
||
QuantumPharm Roc to them upon the exercise of the options and continue to be subject to the disposal
|
||
restrictions. Pursuant to the powers of attorney granted by Mr. Tam Man Hong and Dr. Jiang Yide Alan
|
||
in favor of Dr. Wen on May 28, 2024, respectively, Dr. Wen is unconditionally, indefinitely and irrevocably
|
||
authorized and appointed to exercise all the voting rights attached to: (i) the Shares underlying the vested
|
||
outstanding options owned by them; and (ii) the Shares transferred or issued to them upon the exercise of
|
||
the vested outstanding options, except for any matter the outcome of the vote on which will
|
||
disproportionately, materially and adversely affect the grantor s, as compared to Dr. Wen or any other
|
||
Shareholder. The powers of attorney shall be valid from the Listing Date for an indefinite term. Each of
|
||
Mr. Tam Man Hong and Dr. Jiang Yide Alan, being the key persons of the Company, have provided
|
||
undertakings to each of the Stock Exchange and the Company regarding the disposal of securities pursuant
|
||
to Rule 18C.14(1) of the Listing Rules. For further details, please refer to the sections headed “History,
|
||
Development and Corporate Structure” and “Underwriting” in the Prospectus.
|
||
5. Representing the Shares held by Crete Helix Ltd.. Crete Helix Ltd. is held as to 99% by MH International
|
||
Holdings Limited, which is the holding vehicle of TMF (Cayman) Ltd. TMF (Cayman) Ltd. is the trustee
|
||
of the MH Fund Trust, a discretionary trust established by Dr. Ma as settlor.
|
||
6. Representing the Shares held by QuantumPharm Roc underlying outstanding options held by Dr. Ma. Such
|
||
|
||
|
||
--- page 9 ---
|
||
Shares will be transferred by QuantumPharm Roc to Dr. Ma upon the exercise of the options and continue
|
||
to be subject to the disposal restrictions. For further details, please refer to the sections headed “History,
|
||
Development and Corporate Structure” and “Underwriting” in the Prospectus.
|
||
7. Representing the Sha res held by QuantumPharm Roc underlying options held by QuantumPharm
|
||
Employee Holdings, a holding vehicle wholly owned by TMF Trust (HK) Limited as trustee of the
|
||
QuantumPharm Employee Benefit Trust, a discretionary trust established for the purposes of ma naging
|
||
and administering the outstanding options granted to Dr. Zhang Peiyu, a member of our senior
|
||
management, and 12 other employees of our Group. Such options have been irrevocably settled into the
|
||
QuantumPharm Employee Benefit Trust under the terms of its trust deed dated June 28, 2021. Under the
|
||
terms of the trust deed, Dr. Ma, being the sole member of the advisory committee established by our
|
||
Company, has the sole power to make all decisions relating to the exercise of any voting and other rights
|
||
of the properties (including the exercise of the options) held under the trust and to give instructions and
|
||
directions to the trustee for the execution of such decisions without the need to seek for consent from the
|
||
beneficiaries, and the beneficiaries have no right to sell, bequeath or transfer any trust property. Dr. Zhang
|
||
Peiyu, being a key person of the Company, has provided an undertaking to the Stock Exchange and the
|
||
Company regarding the disposal of securities pursuant to Rule 18C.14(1) of the Listing Rules. For further
|
||
details, please refer to the sections headed “History, Development and Corporate Structure” and
|
||
“Underwriting” in the Prospectus.
|
||
8. Representing the Shares held by SeveningBAlpha Limited. SeveningBAlpha is held as to 99% by LPHappy
|
||
Holding Limited, which is the holding vehicle of TMF (Cayman) Ltd. TMF (Cayman) Ltd. is the trustee of
|
||
the LPHappy Family Trust, a discretionary trust established by Dr. Lai as settlor.
|
||
9. Representing the Shares held by QuantumPharm Roc underlying outstanding options held by Dr. Lai. Such
|
||
Shares will be transferred by QuantumPharm Roc to Dr. Lai upon the exercise of the options and continue
|
||
to be subject to the disposal restrictions. For further details, please refer to the sections headed “History,
|
||
Development and Corporate Structure” and “Underwriting” in the Prospectus.
|
||
10. The expiry date of the lock-up period shown is pursuant to Rule 18C.14(1) of the Listing Rules. In the event
|
||
that upon the notification by the Stock Exchange that our Company will no longer be regarded as a Pre -
|
||
Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date which is
|
||
12 months from the Listing Date; and (2) the date falling on the 30th day after the announcement on the
|
||
removal of designation as a Pre-Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
Undertaking Providers
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Image Frame Investment
|
||
(HK) Limited / 意像架構
|
||
投資（香港）有限公司
|
||
439,866,580 12.91% June 12, 2025 Note 2
|
||
HSG Venture VI
|
||
Holdco, Ltd.
|
||
203,444,338 5.97% June 12, 2025 Note 2
|
||
HSG Growth VI
|
||
Holdco E, Ltd.
|
||
49,076,214 1.44% June 12, 2025 Note 2
|
||
HCHP Holdco, Ltd. Note 1 16,358,738 0.48% June 12, 2025 Note 2
|
||
HSG Venture VIII
|
||
Holdco, Ltd.
|
||
13,303,439 0.39% June 12, 2025 Note 2
|
||
Evolution Fund I, L.P. 137,008,547 4.02% June 12, 2025 Note 2
|
||
Evolution Special 85,349,937 2.51% June 12, 2025 Note 2
|
||
|
||
|
||
--- page 10 ---
|
||
Opportunity Fund I, L.P.
|
||
Evolution Fund I Co-
|
||
investment, L.P.
|
||
33,353,771 0.98% June 12, 2025 Note 2
|
||
China Life Chengda
|
||
(Shanghai) Healthcare
|
||
Equity Investment
|
||
Center (Limited
|
||
Partnership) / 國壽成達(
|
||
上海)健康產業股權投資
|
||
中心(有限合夥)
|
||
235,552,877 6.91% June 12, 2025 Note 2
|
||
Beijing PICC Health and
|
||
Pension Industry
|
||
Investment Fund (Limited
|
||
Partnership) / 北京人保
|
||
健康養老產業投資基金
|
||
(有限合夥)
|
||
119,730,945 3.51% June 12, 2025 Note 2
|
||
Subtotal 1,333,045,386 39.13%
|
||
Notes:
|
||
|
||
1. Save for HCHP Holdco, Ltd., which is a close associate of a pathfinder SII, the other Undertaking Providers
|
||
are pathfinder SIIs of the Company as defined under Chapter 2.5 of the HKEX Guide.
|
||
2. The expiry date of the lock-up period shown is pursuant to Rule 18C.14(2) of the Listing Rules. In the event that
|
||
upon the notification by the Stock Exchange that our Company will no longer be regarded as a Pre-Commercial
|
||
Company after the Listing, the lock -up period will expire on the later of: (i) the date which is six months from
|
||
the Listing Date; and (2) the date falling on the 30th day after the announcement on the removal of designation
|
||
as a Pre-Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
|
||
Cornerstone Investors
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Successful Lotus Limited 7,575,000 0.22% December 12, 2024 Note 2
|
||
IntelliMed One Investment
|
||
Limited Note 1
|
||
5,163,000 0.15% December 12, 2024 Note 2
|
||
Mammoth Medical
|
||
Solutions
|
||
11,700,000 0.34% December 12, 2024 Note 2
|
||
Begonia No. 1 LPF / 海棠
|
||
壹號有限合夥基金
|
||
17,573,000 0.52% December 12, 2024 Note 2
|
||
Prof. Bradley Lether
|
||
Pentelute
|
||
1,464,000 0.04% December 12, 2024 Note 2
|
||
|
||
|
||
--- page 11 ---
|
||
Ginkgo Capital Global
|
||
Fund SPC—Ginkgo
|
||
Capital Global Fund I SP
|
||
Note 1
|
||
14,644,000 0.43% December 12, 2024 Note 2
|
||
Biocytogen
|
||
Pharmaceuticals (Beijing)
|
||
Co., Ltd. / 百奧賽圖(北
|
||
京)醫藥科技股份有限公
|
||
司
|
||
2,017,000 0.06% December 12, 2024 Note 2
|
||
FaaS Capital Longevity
|
||
Limited
|
||
3,787,000 0.11% December 12, 2024 Note 2
|
||
Subtotal 63,923,000 1.88%
|
||
Notes:
|
||
|
||
1. (i) IntelliMed and its close associate and (ii) a close associate of Ginkgo Capital Global Fund SPC —Ginkgo
|
||
Capital Global Fund I SP were allocated Offer Shares pursuant to Chapter 2.5 of the HKEX Guide . For details,
|
||
please refer to the section s headed “ International Offering – Cornerstone Investors ” above and “Others /
|
||
Additional Information” below. Only the Shares subscribed by IntelliMed and Ginkgo Capital Global Fund SPC—
|
||
Ginkgo Capital Global Fund I SP as cornerstone investors are subject to lock-up undertakings as indicated above.
|
||
2. The Cornerstone Investor s shall not dispose of any of the Offer Shares subscribed pursuant to the Cornerstone
|
||
Investment Agreements on or before the indicated date.
|
||
|
||
Pre-IPO Investors
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
All Pre-IPO Investors
|
||
(except for Pathfinder SIIs
|
||
and HCHP Holdco, Ltd.) /
|
||
所有首次公開發售前投
|
||
資者(領航資深獨立投資
|
||
者及HCHP Holdco, Ltd.
|
||
除外) Note 1
|
||
1,155,464,192 33.92% December 12, 2024 Note 2
|
||
Notes:
|
||
|
||
1. Please refer to the section headed “History, Development and Corporate Structure—Pre-IPO Investments” in the
|
||
Prospectus for the identities of the Pre-IPO Investors other than the Pathfinder SIIs and HCHP Holdco, Ltd..
|
||
2. The expiry date of the lock -up period shown is pursuant to the disclosure in the Prospectus . Please refer to the
|
||
section headed “ Underwriting – Undertakings by the Other Pre -IPO Investors” in the Prospectus for further
|
||
details.
|
||
|
||
|
||
--- page 12 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
|
||
Placees
|
||
Number of
|
||
Shares allotted
|
||
Allotment as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as % of
|
||
International
|
||
Offering (assuming
|
||
the Over-allotment
|
||
Option is exercised
|
||
and new Shares are
|
||
issued)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the Over-
|
||
allotment Option is
|
||
exercised and new
|
||
Shares are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming
|
||
the Overallotment
|
||
Option is exercised
|
||
and new Shares are
|
||
issued)
|
||
Top 1 54,284,000 36.21% 30.50% 28.97% 25.19% 54,284,000 1.59% 1.58%
|
||
Top 5 127,214,000 84.87% 71.47% 67.89% 59.04% 127,214,000 3.73% 3.70%
|
||
Top 10 154,696,000 103.20% 86.91% 82.56% 71.79% 154,696,000 4.54% 4.50%
|
||
Top 25 174,494,000 116.41% 98.03% 93.13% 80.98% 364,953,944 10.71% 10.62%
|
||
|
||
Note
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 13 ---
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
|
||
Sharehold
|
||
ers
|
||
Number
|
||
of Shares
|
||
allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
Shares are
|
||
issued)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 587,668,1
|
||
43
|
||
17.25% 17.11%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 1,784,623
|
||
,846
|
||
52.38% 51.96%
|
||
Top 10 1,800,000 1.20% 1.01% 0.96% 0.84% 2,359,827
|
||
,481
|
||
69.27% 68.70%
|
||
Top 25 59,264,00
|
||
0
|
||
39.54% 33.29% 31.63% 27.50% 3,075,287
|
||
,240
|
||
90.27% 89.53%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
|
||
public will be conditionally allocated on the basis set out below:
|
||
|
||
BASIS OF ALLOTMENT FOR PRESS ANNOUNCEMENT
|
||
NO. OF
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF
|
||
V ALID
|
||
APPLIC
|
||
ATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
1,000 8,285 1,657 out of 8,285 applicants to receive 1,000 shares 20.00%
|
||
2,000 1,434 502 out of 1,434 applicants to receive 1,000 shares 17.50%
|
||
3,000 734 331 out of 734 applicants to receive 1,000 shares 15.03%
|
||
4,000 374 195 out of 374 applicants to receive 1,000 shares 13.03%
|
||
5,000 591 326 out of 591 applicants to receive 1,000 shares 11.03%
|
||
6,000 186 112 out of 186 applicants to receive 1,000 shares 10.04%
|
||
|
||
|
||
--- page 14 ---
|
||
7,000 130 87 out of 130 applicants to receive 1,000 shares 9.56%
|
||
8,000 1,631 1,149 out of 1,631 applicants to receive 1,000 shares 8.81%
|
||
9,000 80 62 out of 80 applicants to receive 1,000 shares 8.61%
|
||
10,000 765 635 out of 765 applicants to receive 1,000 shares 8.30%
|
||
15,000 964 1,000 shares 6.67%
|
||
20,000 486 1,000 shares plus 109 out of 486 applicants to receive
|
||
an additional 1,000 shares 6.12%
|
||
25,000 209 1,000 shares plus 84 out of 209 applicants to receive an
|
||
additional 1,000 shares 5.61%
|
||
30,000 387 1,000 shares plus 219 out of 387 applicants to receive
|
||
an additional 1,000 shares 5.22%
|
||
35,000 135 1,000 shares plus 97 out of 135 applicants to receive an
|
||
additional 1,000 shares 4.91%
|
||
40,000 233 1,000 shares plus 201 out of 233 applicants to receive
|
||
an additional 1,000 shares 4.66%
|
||
45,000 104 2,000 shares 4.44%
|
||
50,000 529 2,000 shares plus 69 out of 529 applicants to receive an
|
||
additional 1,000 shares 4.26%
|
||
60,000 188 2,000 shares plus 72 out of 188 applicants to receive an
|
||
additional 1,000 shares 3.97%
|
||
70,000 111 2,000 shares plus 68 out of 111 applicants to receive an
|
||
additional 1,000 shares 3.73%
|
||
80,000 160 2,000 shares plus 133 out of 160 applicants to receive
|
||
an additional 1,000 shares 3.54%
|
||
90,000 70 3,000 shares 3.33%
|
||
100,000 648 3,000 shares plus 195 out of 648 applicants to receive
|
||
an additional 1,000 shares 3.30%
|
||
200,000 391 5,000 shares 2.50%
|
||
300,000 147 6,000 shares 2.00%
|
||
400,000 115 7,000 shares 1.75%
|
||
500,000 82 8,000 shares 1.60%
|
||
600,000 34 9,000 shares 1.50%
|
||
700,000 21 10,000 shares 1.43%
|
||
800,000 79 11,000 shares 1.38%
|
||
|
||
19,303 Total number of Pool A successful applicants:
|
||
10,149
|
||
|
||
POOL B
|
||
|
||
900,000
|
||
|
||
187
|
||
39,000 shares plus 122 out of 187 applicants to receive
|
||
an additional 1,000 shares 4.41%
|
||
|
||
|
||
--- page 15 ---
|
||
1,000,000
|
||
|
||
46
|
||
43,000 shares plus 37 out of 46 applicants to receive an
|
||
additional 1,000 shares 4.38%
|
||
|
||
1,500,000
|
||
|
||
16
|
||
65,000 shares plus 8 out of 16 applicants to receive an
|
||
additional 1,000 shares 4.37%
|
||
|
||
2,000,000
|
||
|
||
9 87,000 shares 4.35%
|
||
|
||
2,500,000
|
||
|
||
4
|
||
108,000 shares plus 2 out of 4 applicants to receive an
|
||
additional 1,000 shares 4.34%
|
||
|
||
3,000,000
|
||
|
||
2 130,000 shares 4.33%
|
||
|
||
3,500,000
|
||
|
||
1 151,000 shares 4.31%
|
||
|
||
4,000,000
|
||
|
||
7 172,000 shares 4.30%
|
||
|
||
4,684,000
|
||
|
||
27 201,000 shares 4.29%
|
||
|
||
299
|
||
Total number of Pool B successful applicants:
|
||
299
|
||
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of the Offer
|
||
Shares (excluding any shares to be issued pursuant to the exercise of any over-allotment option) have
|
||
been allocated to and taken up by independent price setting investors (whether as Cornerstone
|
||
Investors or placees) in compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company (before
|
||
exercise of any over-allotment option) will be held by sophisticated independent investors at the time
|
||
of Listing in compliance with Chapter 2.5 of the HKEX Guide.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been over-subscribed by more than 50 times of the total number
|
||
of Offer Shares initially available under the Hong Kong Public Offering, the reallocation procedure as
|
||
|
||
|
||
--- page 16 ---
|
||
disclosed in the section headed “Structure of the Global Offering – The Hong Kong Public Offering –
|
||
Reallocation and Clawback” in the Prospectus has been applied.
|
||
The number of Offer Shares initially available under the Hong Kong Public Offering is 9,369,000
|
||
Shares, representing approximately 5% of the total number of Offer Shares initially available under
|
||
the Global Offering (ass uming the Over -allotment Option is not exercised). As a result of such
|
||
reallocation, the final number of Offer Shares under the Hong Kong Public Offering is adjusted to
|
||
37,475,000 Shares, representing 20% of the total number of Offer Shares available under the Global
|
||
Offering (assuming the Over-allotment Option is not exercised).
|
||
Close Associates of Existing Shareholders as Placees (with a Waiver from Strict Compliance with
|
||
Rule 10.04 of the Listing Rules and a Prior Written Consent under Paragraph 5(2) of the Placing
|
||
Guidelines)
|
||
Yael Capital Partners I L.P. is an existing shareholder of the Company. The general partner of Yael
|
||
Capital Partners I L.P. is Yael Capital Management Limited, which is ultimately controlled by Liu
|
||
Chong. Therefore, Liu Chong is a close associate of Yael Capital Partners I L.P.. As of the date of the
|
||
Prospectus, Yael Capital Partners I L.P. held 117,023,787 Shares, representing approximately 3.64%
|
||
of the total issued Shares. Under the International Offering, Liu Chong has been placed with 1,800,000
|
||
Offer Shares at the Offer Price, representing approximately 0.96% of the total number of Offer Shares
|
||
initially available under the Global Offering (a ssuming the Over-Allotment Option is not exercised)
|
||
and approximately 0.05% of the total issued Shares of the Company upon completion of the Global
|
||
Offering (assuming the Over-allotment Option is not exercised).
|
||
Hermitage Galaxy Fund SPC for and on behalf of Hermitage Fund Two SP is an existing shareholder
|
||
of the Company. It is ultimately controlled by Mr. Yuqiu Xiang, who also ultimately controls
|
||
Hermitage Global Limited. Therefore, Hermitage Global Limited is a close associate of Hermitage
|
||
Galaxy Fund SPC for and on behalf of Hermitage Fund Two SP. As of the date of the Prospectus,
|
||
Hermitage Galaxy Fund SPC for and on behalf of Hermitage Fund Two SP held 44,168,592 Shares,
|
||
representing approximately 1.37% of the total issued Shares. Under the International Offering,
|
||
Hermitage Global Limited has been placed with 1,500,000 Offer Shares at the Offer Price, representing
|
||
approximately 0.80% of the total number of Offer Shares initially available under the Global Offering
|
||
(assuming the Over-Allotment Option is no t exercised) and approximately 0.04% of the total issued
|
||
Shares of the Company upon completion of the Global Offering (assuming the Over-allotment Option
|
||
is not exercised).
|
||
Mirae Asset New Economy Fund L.P. is an existing shareholder of the Company. Mirae Asset
|
||
Securities (HK) Limited holds 30% or more limited partnership interests in Mirae Asset New Economy
|
||
Fund L.P.. Therefore, Mirae Asset Securities (HK) Limited is a close associate of Mirae Asset New
|
||
Economy Fund L.P.. As of the date of the Prospectus, Mirae Asset New Economy Fund L.P. held
|
||
26,606,877 Shares, representing approximately 0.83% of the total issued Shares. Under the
|
||
International Offering, Mirae Asset Securities (HK) Limited and their close associate have been placed
|
||
with 1,680,000 Offer Shares in aggregate at the Offer Price, representing approximately 0.90% of the
|
||
total number of Offer Shares initially available under the Global Offering (assuming the Over -
|
||
Allotment Option is not exercised) and approximately 0.05% of the total issued Shares of the Company
|
||
upon completion of the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver
|
||
from strict compliance with Rule 10.04 o f the Listing Rules and its consent under paragraph 5(2) of
|
||
the Placing Guidelines to permit the Company to allocate such Offer Shares in the International
|
||
|
||
|
||
--- page 17 ---
|
||
Offering to each of Liu Chong, Hermitage Global Limited and Mirae Asset Securities (HK) Limited
|
||
(and their close associate). The allocation of Offer Shares to each of Liu Chong, Hermitage Global
|
||
Limited and Mirae Asset Securities (HK) Limited (and its close associate) is in compliance with all
|
||
the conditions under the waiver and consent granted by the Stock Exchange.
|
||
Allocation of Offer Shares to Cornerstone Investor and/or its close associates (with a Prior
|
||
Written Consent under Chapter 4.15 of the HKEX Guide)
|
||
IntelliMed is a cornerstone investor of the Company which will hold approximately 0.15% of the total
|
||
issued Shares of the Company immediately following the Global Offering (assuming the Over -
|
||
allotment Option is not exercised). Under the International Offering, IntelliMed, together with
|
||
TruMed, which is a close associate of IntelliMed sharing the same investment manager, were allocated
|
||
further Offer Shares as placees. IntelliMed and TruMed have been placed with 13,800,000 and
|
||
1,450,000 Offer Shares at the Offer Price, representing approximately 7.36% and 0.77% of the total
|
||
number of Offer Shares initially available under the Global Offering (assuming the Over -Allotment
|
||
Option is not exercised) and approximately 0.41% and 0.04% of the total issued Shares of the Company
|
||
upon completion of the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
Ginkgo Capital Global Fund SPC —Ginkgo Capital Global Fund I SP (“Ginkgo Fund I ”) is a
|
||
cornerstone investor of the Company. Ginkgo Fund II , which has the same investment manager as
|
||
Ginkgo Fund I, is a close associate of Ginkgo Fund I. Under the International Offering, Ginkgo Fund
|
||
II was allocated Offer Shares as a placee. It has been placed with 8,600,000 Offer Shares at the Offer
|
||
Price, representing approximately 4.59% of the total number of Offer Shares initially available under
|
||
the Global Offering (assuming the Over-Allotment Option is not exercised) and approximately 0.25%
|
||
of the total issued Shares of the Company upon completion of the Global Offering (assuming the Over-
|
||
allotment Option is not exercised).
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent
|
||
under Chapter 4.15 of the HKEX Guide to permit the Company to allocate such Offer Shares in the
|
||
International Offering to each of IntelliMed (as a placee), TruMed and Ginkgo Fund II. The allocation
|
||
of Offer Shares to IntelliMed (as a placee), TruMed and Ginkgo Fund II is in compliance with all the
|
||
conditions under the consent granted by the Stock Exchange.
|
||
|
||
DISCLAIMERS
|
||
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take
|
||
no responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
|
||
|
||
--- page 18 ---
|
||
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 (1) solely to qualified institutional buyers as defined
|
||
in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the
|
||
U.S. Securities Act and (2) outside the United States in off shore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated June 4, 2024 issued by QuantumPharm Inc. for detailed
|
||
information about the Global Offering described below before deciding whether or not to invest
|
||
in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Sole Sponsor and Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
|
||
of any of the events set out in the section headed “Underwriting – Hong Kong Underwriting
|
||
Arrangements – Hong Kong Public Offering –Grounds for Termination” in the Prospectus at any
|
||
time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
|
||
be on Thursday, June 13, 2024).
|
||
|
||
|
||
--- page 19 ---
|
||
3
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, (i) approximately 65.63% of the
|
||
total issued share capital of the Company (assuming the Over-Allotment Option is not exercised)
|
||
will be held by the public and will satisfy the minimum percentage as prescribed under Rule
|
||
8.08(1)(a) of the Listing Rules; (ii) the three largest public Shareholders do not hold more than
|
||
50% of the Shares in public hands at the time of Listing in compliance with Rules 8.08(3) and
|
||
8.24 of the Listing Rules; (iii) there will not be any new substantial Shareholder (as defined in
|
||
the Listing Rules) of the Company; and (iv) there will be at least 300 Shareholders at the time of
|
||
Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
The Directors confirm that Shares with a market capitalization of approximately HK$651,816,000
|
||
will not be subject to any disposal restrictions (whether under contract, the Listing Rules,
|
||
applicable laws or otherwise) at the time of Listing and will satisfy the minimum requirement as
|
||
prescribed under Rule 18C.10 of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid at 8:00 a.m. on Thursday, June 13, 2024 (Hong Kong
|
||
time), provided that the Global Offering has become unconditional and the right of termination
|
||
described in the section headed “Underwriting ” in the Prospectus has not been exercised. Investors
|
||
who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid
|
||
do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday, June
|
||
13, 2024 (Hong Kong time), it is expected that dealings in our Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Thursday, June 13, 2024 (Hong Kong time). The Shares will be traded
|
||
in board lots of 1,000 Shares each. The stock code of the Shares will be 2228.
|
||
By order of the Board
|
||
QuantumPharm Inc.
|
||
Dr. Wen Shuhao
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, June 12, 2024
|
||
As at the date of this announcement, the board of directors of the Company comprises Dr. Wen
|
||
Shuhao, Dr. Ma Jian, Dr. Lai Lipeng and Dr. Jiang Yide Alan as executive Directors, Dr. Gu
|
||
Cuiping as a non-executive Director, and Mr. Law Cheuk Kin Stephen, Ms. Chan Wing Ki and
|
||
Mr. Chow Ming Sang as independent non-executive Directors.
|