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.
1248 lines
74 KiB
Plaintext
1248 lines
74 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$20.60 per Offer Share (exclusive of
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brokerage of 1%, SFC transaction levy of 0.0027%, the Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of 0.00015%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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• Based on the Offer Price of HK$20.60 per Offer Share, the net proceeds from the Global
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Offering to be received by the Company, after deducting the estimated underwriting
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commissions and other fees and expenses payable by the Company in connection with the
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Global Offering, are estimated to be approximately HK$3,483.3 million. The Company
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intends to apply such net proceeds from the Global Offering for the purposes and in the
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amounts as set out in the section headed “Net Proceeds from the Global Offering ” in this
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announcement.
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• If the Over-allotment Option is exercised in full, the Company will receive additional
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net proceeds of approximately HK$380.8 million for 19,158,500 additional Shares to be
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issued and allotted upon the exercise of the Over-allotment Option after deducting the
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estimated underwriting commissions and other fees and expenses payable by the Company
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in connection with the Global Offering. The allocation of the additional net proceeds will
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be adjusted on a pro rata basis according to the use of proceeds as set out in the section
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headed “Net Proceeds from the Global Offering ” in this announcement in the event that the
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Over-allotment Option is exercised.
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APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
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Hong Kong Public Offering
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• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have
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been very significantly over-subscribed. At the close of the application lists at 12:00 noon
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on Friday, November 10, 2023, a total of 30,726 valid applications have been received
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under the Hong Kong Public Offering through the White Form eIPO service and the
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CCASS EIPO service for a total of 891,591,500 Hong Kong Offer Shares, representing
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approximately 49.96 times of the total number of 17,845,000 Offer Shares initially
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available for subscription under the Hong Kong Public Offering.
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• As the over-subscription in the Hong Kong Public Offering represents 15 times or more
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but less than 50 times of the number of Hong Kong Offer Shares initially available under
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the Hong Kong Public Offering, the reallocation procedure as described in the section
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headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation
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and Clawback ” in the Prospectus has been applied and 35,689,000 Offer Shares have been
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reallocated from the International Offering to the Hong Kong Public Offering. The final
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number of Offer Shares under the Hong Kong Public Offering is 53,534,000 Offer Shares,
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representing approximately 30% of the total number of Offer Shares initially available
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under the Global Offering (before any exercise of the Over-allotment Option). The total
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number of successful applicants under the Hong Kong Public Offering is 14,832, among
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which 8,362 applicants were allocated with one board lot of the Offer Shares.
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--- page 2 ---
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4
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Preferential Offering
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• A total of four valid applications for Assured Entitlement and 15 valid applications for the excess
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Reserved Shares (including 4 Qualifying WXB Shareholders who applied for excess Reserved
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Shares in addition to their respective Assured Entitlement) pursuant to the Preferential Offering
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from Qualifying WXB Shareholders on BLUE Application Forms for a total of 95,640,715
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Reserved Shares have been received, representing approximately 10.72 times the total number of
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8,922,000 Reserved Shares initially available under the Preferential Offering. 8,922,000 Reserved
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Shares were allocated to a total of 15 Qualifying WXB Shareholders, representing 5% of the total
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number of Offer Shares initially available under the Global Offering (before any exercise of the
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Over-allotment Option).
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Allocation of Reserved Shares to Certain Directors and/or their Close Associates
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• To the best knowledge of the Company and after all reasonable enquiries, among the
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Reserved Shares allocated to the Qualifying WXB Shareholders, approximately 78,815
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and 6 Reserved Shares, representing approximately 0.0067% and 0.0000% of the total
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issued share capital of the Company immediately upon completion of the Global Offering
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(assuming the Over-allotment Option is not exercised and without taking into account
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any exercise of the share options granted under the Pre-IPO Share Option Schemes),
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are expected to be allocated to our Directors Dr. Zhisheng Chen and Ms. Ming Shi (the
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“Relevant Directors ”) and/or their close associates based on their respective applications
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made by BLUE Application Forms, respectively, each of whom is a core connected person
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of the Company.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
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a waiver from strict compliance with Rule 10.03 and Rule 9.09(b) of the Listing Rules
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and a consent under Paragraph 5(2) of Appendix 6 to the Listing Rules (the “Placing
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Guidelines ”) to permit the Company to allocate the Reserved Shares to the Relevant
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Directors and/or their close associates in the Preferential Offering. Please refer to the
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section headed “Waivers and Exemption from Strict Compliance with the Listing Rules and
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the Companies (Winding Up and Miscellaneous Provisions) Ordinance ” in the Prospectus
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and the section headed “Basis of Allocation under the Preferential Offering – Allocation of
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Reserved Shares to Certain Directors and/or their Close Associates ” in this announcement.
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International Offering
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• The Offer Shares initially offered under the International Offering have been significantly
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over-subscribed. A total of 3,147,738,952 International Offer Shares have been subscribed
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(including the subscription by the Cornerstone Investors), representing approximately 19.60
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times of the total number of 160,601,000 International Offer Shares initially available for
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subscription under the International Offering (including 8,922,000 Reserved Shares under the
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Preferential Offering). After reallocation of the Offer Shares to the Hong Kong Public Offering
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from the International Offering, the final number of Offer Shares under the International
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Offering is 124,912,000 Shares (including 8,922,000 Reserved Shares under the Preferential
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Offering), representing approximately 70% of the total number of Offer Shares initially
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available under the Global Offering (before any exercise of the Over-allotment Option).
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• There has been an over-allocation of 19,158,500 Offer Shares in the International Offering
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and there is a total of 170 placees under the International Offering. 67 placees have been
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allotted five or fewer board lots of Offer Shares, representing approximately 39.4% of
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the total number of placees under the International Offering. These placees have been
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allotted 68,500 Offer Shares in total, representing approximately 0.043% of the Offer
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Shares initially available under the International Offering and 0.038% of the Offer Shares
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available under the Global Offering (both assuming the Over-allotment Option is not
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exercised), respectively.
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--- page 3 ---
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5
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Cornerstone Investors
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• Based on the Offer Price of HK$20.60 per Offer Share (exclusive of brokerage of 1%,
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SFC transaction levy of 0.0027%, the Stock Exchange trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%) and pursuant to the Cornerstone Investment Agreements as
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disclosed in the section headed “Cornerstone Investors ” in the Prospectus, the Cornerstone
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Investors will be allocated to a total of 113,910,000 Offer Shares, representing in aggregate
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approximately (i) 63.83% of the Shares offered pursuant to the Global Offering and (ii)
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9.67% of the total issued share capital of the Company immediately upon completion of
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the Global Offering (without taking into account any Shares which may be issued upon
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exercise of the share options granted under the Pre-IPO Share Option Schemes) (both
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assuming the Over-allotment Option is not exercised), respectively. Please refer to the
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section headed “International Offering – Cornerstone Investors ” in this announcement and
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the section headed “Cornerstone Investors – The Cornerstone Investors ” in the Prospectus
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for further details of the Cornerstone Investors.
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Placing of Offer Shares to Connected Clients with Consent under the Placing Guidelines
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• Under the International Offering, (i) 25,000 Offer Shares, representing approximately
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0.0140% of the total number of Offer Shares initially available under the Global Offering
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and 0.0021% of the total issued share capital of the Company immediately upon completion
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of the Global Offering (without taking into account any Shares which may be issued upon
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exercise of the share options granted under the Pre-IPO Share Option Schemes) (both
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assuming the Over-allotment Option is not exercised), were placed to Goldman Sachs Asset
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Management (Singapore) Pte. Ltd. ( “GSAMS”) as a placee who is a connected client of
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Goldman Sachs (Asia) L.L.C. ( “GS”), one of the Overall Coordinators, within the meaning
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of the Placing Guidelines; (ii) 760,000 Offer Shares, representing approximately 0.4259%
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of the total number of Offer Shares initially available under the Global Offering and
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0.0645% of the total issued share capital of the Company immediately upon completion
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of the Global Offering (without taking into account any Shares which may be issued upon
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exercise of the share options granted under the Pre-IPO Share Option Schemes) (both
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assuming the Over-allotment Option is not exercised), were placed to China Southern Asset
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Management Co., Ltd. (ʮ̡ ) ( “China Southern ”) as a placee who is a
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connected client of Huatai Financial Holdings (Hong Kong) Limited ( “HTFH”), one of the
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, within the meaning
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of the Placing Guidelines; and (iii) 40,000 Offer Shares, representing approximately
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0.0224% of the total number of Offer Shares initially available under the Global Offering
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and 0.0034% of the total issued share capital of the Company immediately upon completion
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of the Global Offering (without taking into account any Shares which may be issued upon
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exercise of the share options granted under the Pre-IPO Share Option Schemes) (both
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assuming the Over-allotment Option is not exercised), were placed to Huatai Capital
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Investment Limited ( “HTCI”) as a placee who is a connected client of HTFH within the
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meaning of the Placing Guidelines. Other than HTCI, which holds the Offer Shares on a
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non-discretionary basis on behalf of independent third parties for the purpose of hedging
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the over-the-counter swaps transactions, GSAMS and China Southern hold the Offer Shares
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on a discretionary basis on behalf of independent third parties.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted
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to the Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the
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Company to allocate Shares in the International Offering to GSAMS, China Southern and
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HTCI. Offer Shares placed to the above connected clients are held by the connected clients
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on behalf of independent third parties and are in compliance with all the conditions under
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the consent granted by the Stock Exchange. Please refer to the section headed “International
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Offering – Placing of Offer Shares to Connected Clients with Consent under the Placing
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Guidelines ” in this announcement for further details.
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--- page 4 ---
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6
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• Save as disclosed above, to the best knowledge, information and belief of the Directors,
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(i) no Offer Shares placed by or through the Overall Coordinators, the Joint Global
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Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Underwriters under
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the Global Offering have been placed with applicants and their respective ultimate
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beneficial owners who are core connected persons (as defined in the Listing Rules) of
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the Company, the Directors, or to any connected clients (as set out in paragraph 5(1) of
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the Placing Guidelines) or persons set out in paragraph 5(2) of the Placing Guidelines,
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whether in their own names or through nominees; (ii) none of the Joint Sponsors, the
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Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
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Managers, the Underwriters and their respective affiliate companies, and the connected
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clients of the lead broker or of any distributors (as defined in the Placing Guidelines)
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has taken up any Offer Share for its own benefits under the Global Offering; and (iii) all
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placees under the International Offering and their ultimate beneficial owners are not and
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are independent of any of the (a) the core connected person (as defined in the Listing
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Rules) of the Company, (b) the Directors or existing Shareholders of the Company or any
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of the Company ’s subsidiaries, or (c) the close associates (as defined in the Listing Rules)
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of (a) and/or (b) above, whether in their own names or through nominees. The International
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Offering is in compliance with the Placing Guidelines.
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• Save as disclosed in the sections headed “Basis of Allocation under the Preferential
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Offering – Allocation of Reserved Shares to Certain Directors and/or their Close
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Associates ” and “International Offering – Placing of Offer Shares to Connected Clients
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with Consent under the Placing Guidelines ” of this announcement, the Directors, to the
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best of their knowledge, information and belief, confirm that, (i) none of the Offer Shares
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subscribed by public Shareholders in the Hong Kong Public Offering and placees in the
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International Offering (including the Preferential Offering) has been financed directly
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or indirectly by the Company, any of the Directors, chief executive, senior management,
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the Controlling Shareholders, substantial Shareholders or existing Shareholders of the
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Company or any of its subsidiaries or their respective close associates; (ii) no rebate has
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been, directly or indirectly, provided by the Company, the Directors, chief executive, senior
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management, the Controlling Shareholders, substantial Shareholders, existing Shareholders,
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or any of their subsidiaries or their respective close associates, or syndicate members,
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or any other brokers involved in the Global Offering, to any public Shareholders in the
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Hong Kong Public Offering, Qualifying WXB Shareholders in the Preferential Offering
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or placees in the International Offering; (iii) none of the public Shareholders in the Hong
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Kong Public Offering and placees in the International Offering (including the Preferential
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Offering) who has subscribed for the Offer Shares is accustomed to taking instructions from
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the Company, any of the Directors, chief executive, senior management, the Controlling
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Shareholders, substantial Shareholders or existing Shareholders of the Company or any of
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its subsidiaries or their respective close associates in relation to the acquisition, disposal,
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voting or other disposition of the Offer Shares registered in his/her/its name or otherwise
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held by him/her/it; (iv) there is no side agreement or arrangement between the Company,
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any of the Directors, chief executive, senior management, the Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates, on one hand, and the public subscribers or the placee who
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has subscribed for the Offer Shares, on the other hand; and (v) the consideration payable
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by the public investors in the Hong Kong Public Offering, Qualifying WXB Shareholders
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in the Preferential Offering and placees in the International Offering for each Offer Share
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subscribed for, or purchased by them, is the same as the Final Offer Price as determined by
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the Company, plus brokerage of 1%, SFC transaction levy of 0.0027%, the Stock Exchange
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trading fee of 0.00565% and AFRC transaction levy of 0.00015%.
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--- page 5 ---
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7
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Over-allotment Option
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• In connection with the Global Offering, the Company has granted the Over-allotment
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Option to the International Underwriters exercisable by the Overall Coordinators (for
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themselves and on behalf of the International Underwriters). Pursuant to the Over-allotment
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Option, the International Underwriters have the right, exercisable by the Overall
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Coordinators (for themselves and on behalf of the International Underwriters) at any time
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from the Listing Date until Sunday December 10, 2023, being the 30th day after the last
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day for lodging applications under the Hong Kong Public Offering, to require the Company
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to issue and allot up to an aggregate of 19,158,500 additional Offer Shares, representing
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approximately 10.74% of the number of Offer Shares initially available under the Global
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Offering, at the Offer Price, to cover the over-allocations in the International Offering.
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• There has been an over-allocation of 19,158,500 Offer Shares in the International
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Offering and such over-allocation will be settled using Shares to be borrowed under the
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Stock Borrowing Agreement entered into between WuXi Biologics and the Stabilizing
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Manager. Such borrowed Shares will be covered by exercising the Over-allotment Option
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in full or in part, or by making purchases in the secondary market by the Stabilization
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Manager (or through its affiliates or any person acting for it) at prices that do not exceed
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the Offer Price or by a combination of these means. In the event the Over-allotment
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Option is exercised, an announcement will be made on the Stock Exchange ’s website at
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www.hkexnews.hk and the Company ’s website at www.wuxixdc.com . As at the date of
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this announcement, the Over-allotment Option has not been exercised.
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LOCK-UP OBLIGATIONS
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• The Company, the Controlling Shareholders and the Cornerstone Investors are subject to
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certain lock-up obligations as set out in the section headed “Lock-up Obligations ” in this
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announcement.
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RESULTS OF ALLOCATIONS
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• The final offer price, the level of applications in the Hong Kong Public Offering, the level
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of indication of interest in the International Offering and the Preferential Offering and
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the basis of allocation of the Hong Kong Offer Shares and Reserved Shares are published
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on the Stock Exchange ’s website at www.hkexnews.hk and the Company ’s website at
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www.wuxixdc.com on Thursday, November 16, 2023.
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• The results of allocations and the Hong Kong identity card/passport/Hong Kong business
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registration/certificate of incorporation numbers of successful applicants under the Hong
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Kong Public Offering and the Preferential Offering will be available at the times and dates
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and in the manner specified below:
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(i) in the announcement to be posted on the Stock Exchange ’s website at
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www.hkexnews.hk and the Company ’s website at www.wuxixdc.com by no later
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than 9:00 a.m. on Thursday, November 16, 2023;
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--- page 6 ---
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8
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(ii) from the designated results of allocations website at www.iporesults.com.hk
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(alternatively: English https://www.eipo.com.hk/en/Allotment ; Chinese
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https://www.eipo.com.hk/zh-hk/Allotment ) with a “search by ID ” function from
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8:00 a.m. on Thursday, November 16, 2023 to 12:00 midnight on Wednesday,
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November 22, 2023; and
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(iii) from the allocation results telephone enquiry line by calling +852 2862 8555 between
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9:00 a.m. and 6:00 p.m. on Thursday, November 16, 2023, Friday, November 17,
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2023, Monday, November 20, 2023, and Tuesday, November 21, 2023.
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• This announcement contains a list of identification document numbers. Identification
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document numbers shown in the section headed “Results of Applications Made by White
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Form eIPO ” in this announcement refer to Hong Kong identity card numbers/passport
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numbers/Hong Kong business registration numbers/certificate of incorporation numbers/
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beneficial owner identification codes (if such applications are made by nominees as agent
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for the benefit of another person) whereas those displayed in the section headed “Results
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of Applications Made by Giving Electronic Application Instructions to HKSCC via
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CCASS” in this announcement are provided by CCASS Participants via CCASS. Therefore,
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the identification document numbers shown in the two sections are different in nature.
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• Please note that the list of identification document numbers set out in this announcement
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may not be a complete list of successful applicants since only successful applicants whose
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identification document numbers are provided to HKSCC by CCASS Participants are
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disclosed. Applicants with beneficial names only but not identification document numbers
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are not disclosed due to personal privacy issue as elaborated below. Applicants who applied
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for the Hong Kong Offer Shares through their brokers can consult their brokers to enquire
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about their application results.
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• Since applications are subject to personal information collection statements, beneficial
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owner identification codes displayed in the sections headed “Results of Applications Made
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by White Form eIPO ”, “Results of Applications Made by BLUE Application Form ”
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and “Results of Applications Made by Giving Electronic Application Instructions to
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HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this
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announcement.
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DISPATCH/COLLECTION OF SHARE CERTIFICATES/e -REFUND PAYMENT
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INSTRUCTIONS/REFUND CHEQUES
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• Applicants who have applied for (i) 1,000,000 or more Hong Kong Offer Shares through
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the White Form eIPO service or (ii) 1,000,000 or more Reserved Shares on a BLUE
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Application Form and whose application is wholly or partially successful may collect Share
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certificate(s) or refund cheque(s) (where applicable) in person from the Hong Kong Share
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Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F
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Hopewell Centre, 183 Queen ’s Road East, Wan Chai, Hong Kong, from 9:00 a.m. to 1:00
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p.m. on Thursday, November 16, 2023, or any other place or date notified by the Company.
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--- page 7 ---
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9
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• Applicants being an individual who is eligible for personal collection must not authorize
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any other person to collect on their behalf. If you are a corporate applicant which is eligible
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for personal collection, your authorized representative must bear a letter of authorization
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from your corporation stamped with your corporation ’s chop. Both individuals and
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authorized representatives must produce evidence of identity acceptable to the Hong Kong
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Share Registrar of the Company at the time of collection.
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• Applicants who apply for less than 1,000,000 Hong Kong Offer Shares through the
|
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White Form eIPO service, will have their Share certificate(s) or refund cheque(s) (where
|
||
applicable) sent to the address specified in their application instructions on or before
|
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Thursday, November 16, 2023 by ordinary post and at their own risk.
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||
• Share certificates or refund cheques for Hong Kong Offer Shares allotted to applicants
|
||
who applied through the White Form eIPO service, or Reserved Shares who applied on
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BLUE Application Forms, which are either not available for personal collection, or which
|
||
are available but are not collected in person within the time specified for collection, are
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expected to be dispatched by ordinary post to those entitled to the addresses specified in
|
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the relevant applications at their own risk on or before Thursday, November 16, 2023.
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• Wholly or partially successful applicants who applied by giving electronic application
|
||
instructions to HKSCC will have their Share certificate(s) issued in the name of HKSCC
|
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Nominees Limited and deposited directly into CCASS to be credited to their CCASS
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Investor Participant stock accounts or the stock accounts of their designated CCASS
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||
Participant who gave electronic application instructions on their behalf on Thursday,
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November 16, 2023.
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||
• Applicants who applied through a designated CCASS Participant (other than a CCASS
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Investor Participant) should check the number of Hong Kong Offer Shares allocated to
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them with that CCASS Participant.
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• Applicants who applied as a CCASS Investor Participant by giving electronic application
|
||
instructions to HKSCC via CCASS may also check the number of Hong Kong Offer
|
||
Shares allocated to them and the amount of refund monies (if any) payable to them
|
||
via the CCASS Phone System and the CCASS Internet System (under the procedures
|
||
contained in HKSCC ’s “An Operating Guide for Investor Participants ” in effect from time
|
||
to time). Immediately after the crediting of the Hong Kong Offer Shares to the CCASS
|
||
Investor Participant stock accounts and the credit of refund monies to the CCASS Investor
|
||
Participants bank accounts, HKSCC will also make available to the CCASS Investor
|
||
Participants an activity statement showing the amount of Hong Kong Offer Shares credited
|
||
to their CCASS Investor Participant stock accounts and the refund amount credited to their
|
||
respective designated bank accounts (if any).
|
||
• For applicants who have applied for the Hong Kong Offer Shares through the White
|
||
Form eIPO service and paid the application monies through a single bank account, refund
|
||
monies (if any) will be dispatched to that bank account in the form of e-Refund payment
|
||
instructions. For applicants who have applied for the Hong Kong Offer Shares through
|
||
the White Form eIPO service and paid the application monies through multiple bank
|
||
accounts, refund monies (if any) will be dispatched to the addresses specified in your
|
||
application instructions in the form of refund cheque(s) in favor of the applicant (or, in the
|
||
case of joint applications, the first-named applicant) by ordinary post and at their own risk
|
||
on or before Thursday, November 16, 2023.
|
||
|
||
|
||
--- page 8 ---
|
||
10
|
||
• Refund monies (if any) for applicants who applied by giving electronic application
|
||
instructions to HKSCC via CCASS are expected to be credited to the relevant applicants ’
|
||
designated bank accounts or the designated bank accounts of their broker or custodian on
|
||
Thursday, November 16, 2023.
|
||
• Share certificates will only become valid at 8:00 a.m. on Friday, November 17, 2023,
|
||
provided that the Global Offering has become unconditional in all respects and neither the
|
||
Hong Kong Underwriting Agreement nor the International Underwriting Agreement has
|
||
been terminated in accordance with their respective terms at or before that time. Investors
|
||
who trade Shares on the basis of publicly available allocation details or prior to the receipt
|
||
of the Share certificates or prior to the Share certificates becoming valid do so entirely at
|
||
their own risk.
|
||
• No temporary document of title will be issued in respect of the Shares. No receipt will be
|
||
issued for sums paid on application.
|
||
PUBLIC FLOAT
|
||
• Immediately following completion of the Global Offering, assuming the Over-allotment
|
||
Option is not exercised, the number of Shares in public hands will represent approximately
|
||
15.14% of the total issued share capital of the Company (assuming the Over-allotment
|
||
Option is not exercised and without taking into account any exercise of the share options
|
||
granted under the Pre-IPO Share Option Schemes). The Company has applied to the Stock
|
||
Exchange for, and the Stock Exchange has granted to the Company, a waiver from strict
|
||
compliance with the requirements of Rule 8.08(1)(a) of the Listing Rules to exercise its
|
||
discretion subject to certain conditions under Rule 8.08(1)(d) of the Listing Rules.
|
||
• The Directors confirm that (a) no placee will, individually, be placed more than 10% of
|
||
the enlarged issued share capital of the Company immediately after the Global Offering;
|
||
(b) there will not be any new substantial Shareholder (as defined in the Listing Rules) of
|
||
the Company immediately after the Global Offering (assuming the Over-allotment Option
|
||
is not exercised and without taking into account any exercise of the share options granted
|
||
under the Pre-IPO Share Option Schemes); (c) the number of Offer Shares in public hands
|
||
will satisfy the minimum percentage as prescribed under the waiver granted by the Stock
|
||
Exchange from strict compliance with Rule 8.08(1)(a) of the Listing Rules; (d) the three
|
||
largest public Shareholders of the Company 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; and (e) there will be at least 300 Shareholders at the time of Listing in compliance
|
||
with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
• Assuming that the Global Offering becomes unconditional in all respects at or before 8:00
|
||
a.m. on Friday, November 17, 2023 (Hong Kong time), dealings in the Shares on the Main
|
||
Board of the Stock Exchange are expected to commence at 9:00 a.m. on Friday, November
|
||
17, 2023 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each.
|
||
The stock code of the Shares is 2268.
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in the Shares.
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
OFFER PRICE
|
||
The final Offer Price has been determined at HK$20.60 per Offer Share (exclusive of brokerage
|
||
of 1%, SFC transaction levy of 0.0027%, the Stock Exchange trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015%).
|
||
NET PROCEEDS FROM THE GLOBAL OFFERING
|
||
Based on the Offer Price of HK$20.60 per Offer Share, the net proceeds from the Global Offering
|
||
to be received by the Company, after deducting the estimated underwriting commissions and other
|
||
fees and expenses payable by the Company in connection with the Global Offering, are estimated
|
||
to be approximately HK$3,483.3 million.
|
||
The Company intends to apply the net proceeds from the Global Offering as follows:
|
||
• approximately 67.0% of the net proceeds, or HK$2,333.8 million, will be used to further
|
||
expand our manufacturing capacity by (i) constructing our manufacturing facilities in
|
||
Singapore and (ii) expanding our production capacity in China with respect to antibody
|
||
intermediates;
|
||
• approximately 23.0% of the net proceeds, or HK$801.2 million, will be used to selectively
|
||
pursue strategic alliances, investment and acquisition opportunities primarily to enrich our
|
||
technology platform and service offerings and capabilities; and
|
||
• approximately 10.0% of the net proceeds, or HK$348.3 million, for working capital and other
|
||
general corporate purposes.
|
||
If the Over-allotment Option is exercised in full, the Company will receive additional net proceeds
|
||
of approximately HK$380.8 million for 19,158,500 additional Shares to be issued and allotted upon
|
||
the exercise of the Over-allotment Option after deducting the estimated underwriting commissions
|
||
and other fees and expenses payable by the Company in connection with the Global Offering. Any
|
||
additional proceeds received from the exercise of the Over-allotment Option will also be allocated
|
||
to the above purposes on a pro rata basis.
|
||
For further information, please refer to the section headed “Future Plans and Use of Proceeds ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
|
||
Hong Kong Public Offering
|
||
The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have been
|
||
very significantly over-subscribed. At the close of the application lists at 12:00 noon on Friday,
|
||
November 10, 2023, a total of 30,726 valid applications have been received under the Hong Kong
|
||
Public Offering through the White Form eIPO service and the CCASS EIPO service for a total
|
||
of 891,591,500 Hong Kong Offer Shares, representing approximately 49.96 times of the total
|
||
number of 17,845,000 Offer Shares initially available for subscription under the Hong Kong Public
|
||
Offering, among which:
|
||
• 29,771 valid applications in respect of a total of 210,279,000 Hong Kong Offer Shares
|
||
were for the Hong Kong Public Offering with an aggregate subscription amount, based
|
||
on the maximum Offer Price of HK$20.60 per Offer Share (excluding brokerage of 1%,
|
||
SFC transaction levy of 0.0027%, the Stock Exchange trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015%), of HK$5.0 million or less, representing approximately 23.57
|
||
times of the 8,922,500 Shares initially available for allocation in Pool A of the Hong Kong
|
||
Public Offering; and
|
||
• 955 valid applications in respect of a total of 681,312,500 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount, based on the
|
||
maximum Offer Price of HK$20.60 per Offer Share (excluding brokerage of 1%, SFC
|
||
transaction levy of 0.0027%, the Stock Exchange trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015%), of more than HK$5.0 million, representing approximately
|
||
76.36 times of the 8,922,500 Shares initially available for allocation in Pool B of the Hong
|
||
Kong Public Offering.
|
||
No application has been rejected due to dishonored payments. No application has been rejected
|
||
due to invalid application. 22 multiple or suspected multiple applications have been identified
|
||
and rejected. No application for more than 8,922,500 Hong Kong Offer Shares (being 50% of the
|
||
17,845,000 Hong Kong Offer Shares initially available under the Hong Kong Public Offering) has
|
||
been identified.
|
||
As the over-subscription in the Hong Kong Public Offering represents 15 times or more but less
|
||
than 50 times of the number of Hong Kong Offer Shares initially available under the Hong Kong
|
||
Public Offering, the reallocation procedure as described in the section headed “Structure of the
|
||
Global Offering – The Hong Kong Public Offering – Reallocation and Clawback ” in the Prospectus
|
||
has been applied and 35,689,000 Offer Shares have been reallocated from the International
|
||
Offering to the Hong Kong Public Offering.
|
||
As a result of such reallocation, the final number of Offer Shares under the Hong Kong Public
|
||
Offering is 53,534,000 Offer Shares, representing approximately 30% of the total number of Offer
|
||
Shares initially available under the Global Offering (before any exercise of the Over-allotment
|
||
Option). The total number of successful applicants under the Hong Kong Public Offering is 14,832,
|
||
among which 8,362 applicants were allocated with one board lot of the Offer Shares, representing
|
||
approximately 56.38% of the Shareholders who were allocated the Offer Shares under the Hong
|
||
Kong Public Offering, totaling 4,181,000 Shares (representing approximately 7.81% of the total
|
||
Offer Shares under the Hong Kong Public Offering).
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
The Hong Kong Offer Shares offered in the Hong Kong Public Offering were conditionally
|
||
allocated on the basis set out in the section headed “Basis of Allocation under the Hong Kong
|
||
Public Offering ” below.
|
||
Preferential Offering
|
||
At the close of the application lists at 12:00 noon on Friday, November 10, 2023, a total of four
|
||
valid applications for Assured Entitlement and 15 valid applications for the excess Reserved Shares
|
||
(including 4 Qualifying WXB Shareholders who applied for excess Reserved Shares in addition to
|
||
their respective Assured Entitlement) pursuant to the Preferential Offering from Qualifying WXB
|
||
Shareholders on BLUE Application Forms for a total of 95,640,715 Reserved Shares have been
|
||
received, representing approximately 10.72 times the total number of 8,922,000 Reserved Shares
|
||
initially available under the Preferential Offering. 8,922,000 Reserved Shares were allocated to a
|
||
total of 15 Qualifying WXB Shareholders, representing 5% of the total number of Offer Shares
|
||
initially available under the Global Offering (before any exercise of the Over-allotment Option).
|
||
No application has been rejected due to bounced cheque or dishonored payments. No application
|
||
has been rejected due to invalid application. No multiple or suspected multiple application has
|
||
been identified and rejected.
|
||
The Reserved Shares offered in the Preferential Offering were conditionally allocated on the basis
|
||
set out in the section headed “Basis of Allocation under the Preferential Offering ” below.
|
||
International Offering
|
||
The Offer Shares initially offered under the International Offering have been significantly
|
||
over-subscribed. A total number of 3,147,738,952 International Offer Shares have been subscribed
|
||
(including the subscription by the Cornerstone Investors), representing approximately 19.60
|
||
times of the total number of 160,601,000 International Offer Shares initially available for
|
||
subscription under the International Offering (including 8,922,000 Reserved Shares under the
|
||
Preferential Offering). After reallocation of the Offer Shares to the Hong Kong Public Offering
|
||
from the International Offering, the final number of Offer Shares under the International Offering
|
||
is 124,912,000 Shares (including 8,922,000 Reserved Shares under the Preferential Offering),
|
||
representing approximately 70% of the total number of Offer Shares initially available under the
|
||
Global Offering (before any exercise of the Over-allotment Option).
|
||
There has been an over-allocation of 19,158,500 Offer Shares in the International Offering and
|
||
there are a total of 170 placees under the International Offering, among which:
|
||
(1) a total of 28 placees have been allotted one board lot of Offer Shares or less, representing
|
||
approximately 16.5% of 170 placees under the International Offering. These placees have
|
||
been allotted 14,000 Offer Shares in aggregate, representing approximately 0.009% and
|
||
0.011% of the Offer Shares initially available under the International Offering and available
|
||
under the final International Offer Shares (both assuming the Over-allotment Option is not
|
||
exercised), respectively;
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
(2) a total of 51 placees have been allotted two board lots of Offer Shares or less, representing
|
||
approximately 30.0% of 170 placees under the International Offering. These placees have
|
||
been allotted 37,000 Offer Shares in aggregate, representing approximately 0.023% and
|
||
0.030% of the Offer Shares initially available under the International Offering and available
|
||
under the final International Offer Shares (both assuming the Over-allotment Option is not
|
||
exercised), respectively;
|
||
(3) a total of 52 placees have been allotted three board lots of Offer Shares or less, representing
|
||
approximately 30.6% of 170 placees under the International Offering. These placees have
|
||
been allotted 38,500 Offer Shares in aggregate, representing approximately 0.024% and
|
||
0.031% of the Offer Shares initially available under the International Offering and available
|
||
under the final International Offer Shares (both assuming the Over-allotment Option is not
|
||
exercised), respectively;
|
||
(4) a total of 67 placees have been allotted four board lots of Offer Shares or less, representing
|
||
approximately 39.4% of 170 placees under the International Offering. These placees have
|
||
been allotted 68,500 Offer Shares in aggregate, representing approximately 0.043% and
|
||
0.055% of the Offer Shares initially available under the International Offering and available
|
||
under the final International Offer Shares (both assuming the Over-allotment Option is not
|
||
exercised), respectively; and
|
||
(5) a total of 67 placees have been allotted five board lots of the Offer Shares or less,
|
||
representing approximately 39.4% of 170 placees under the International Offering. These
|
||
placees have been allotted 68,500 Offer Shares in aggregate, representing approximately
|
||
0.043% and 0.055% of the Offer Shares initially available under the International Offering
|
||
and available under the final International Offer Shares (both assuming the Over-allotment
|
||
Option is not exercised), respectively.
|
||
Cornerstone Investors
|
||
Based on the Offer Price of HK$20.60 per Offer Share (exclusive of brokerage of 1%, SFC
|
||
transaction levy of 0.0027%, the Stock Exchange trading fee of 0.00565% and AFRC transaction
|
||
levy of 0.00015%) and pursuant to the Cornerstone Investment Agreements as disclosed in the
|
||
section headed “Cornerstone Investors ” in the Prospectus, the Cornerstone Investors will be
|
||
allocated to a total of 113,910,000 Offer Shares, representing in aggregate approximately (i)
|
||
63.83% of the Shares offered pursuant to the Global Offering and (ii) 9.67% of the total issued
|
||
share capital of the Company immediately upon completion of the Global Offering (without taking
|
||
into account any Shares which may be issued upon exercise of the share options granted under
|
||
the Pre-IPO Share Option Schemes) (both assuming the Over-allotment Option is not exercised),
|
||
respectively.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
The number of Offer Shares subscribed for by the Cornerstone Investors is determined as set out
|
||
below:
|
||
Approximate % of total
|
||
number of Offer Shares
|
||
Approximate % of total
|
||
Shares in issue immediately
|
||
following the completion of
|
||
the Global Offering
|
||
Cornerstone Investor
|
||
Investment
|
||
Amount (1)
|
||
Number of
|
||
Offer Shares (2)
|
||
Assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised
|
||
Assuming
|
||
the Over-
|
||
allotment
|
||
Option is fully
|
||
exercised
|
||
Assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised
|
||
Assuming
|
||
the Over-
|
||
allotment
|
||
Option is fully
|
||
exercised
|
||
(in million) (approximate) (approximate) (approximate) (approximate)
|
||
Invesco Advisers, Inc. HK$782.2 37,970,000 21.28% 19.22% 3.22% 3.17%
|
||
General Atlantic
|
||
Singapore SPV 64 Pte.
|
||
Ltd. HK$391.1 18,985,000 10.64% 9.61% 1.61% 1.59%
|
||
Al-Rayyan Holding LLC HK$352.0 17,086,500 9.58% 8.65% 1.45% 1.43%
|
||
UBS Asset Management
|
||
(Singapore) Ltd. HK$312.9 15,188,000 8.51% 7.69% 1.29% 1.27%
|
||
HongShan Funds HK$234.7 11,391,000 6.38% 5.76% 0.97% 0.95%
|
||
Novo Holdings A/S HK$195.5 9,492,500 5.32% 4.80% 0.81% 0.79%
|
||
Lake Bleu Funds HK$78.2 3,797,000 2.13% 1.92% 0.32% 0.32%
|
||
Total HK$2,346.6 113,910,000 63.83% 57.65% 9.67% 9.51%
|
||
Notes:
|
||
(1) Calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the
|
||
Global Offering – Exchange Rate Conversion ” in the Prospectus.
|
||
(2) Rounded down to nearest whole board lot of 500 Shares. Calculated based on the final Offer Price of HK$20.60
|
||
per Offer Share, being the high-end of the indicative Offer Price range set out in the Prospectus.
|
||
(3) Any discrepancies in the tables above between the amounts identified as total amounts and the sum of the
|
||
amounts listed therein are due to rounding.
|
||
The Cornerstone Placing forms part of the International Offering, and the Cornerstone Investors
|
||
will not acquire any Offer Shares under the Global Offering other than pursuant to the Cornerstone
|
||
Investment Agreements. The Offer Shares subscribed by the Cornerstone Investors will rank pari
|
||
passu in all respects with the fully paid Shares in issue following the completion of the Global
|
||
Offering and will be listed on the Stock Exchange, and will be counted towards the public float of
|
||
the Company under Rule 8.08 of the Listing Rules.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
To our Company ’s best knowledge, other than (i) UBS Asset Management (Singapore) Ltd. (whose
|
||
ultimate holding company UBS Group AG is listed on the SIX Swiss Exchange (Ticker Symbol:
|
||
UBSG) and on the New York Stock Exchange (Ticker Symbol: UBS)) and (ii) Invesco Advisers,
|
||
Inc. (whose ultimate holding company Invesco Ltd. is listed on the New York Stock Exchange
|
||
(Ticker Symbol: IVZ)), none of the Cornerstone Investors or their respective controlling entity is
|
||
listed on any stock exchange. Each of the Cornerstone Investors has confirmed that all necessary
|
||
approvals have been obtained with respect to the Cornerstone Placing and that no specific approval
|
||
from any stock exchange (if relevant) or its shareholders is required for the relevant cornerstone
|
||
investment as each of them has general authority to invest.
|
||
To our Company ’s best knowledge, each of the Cornerstone Investors is (i) not accustomed
|
||
to taking instructions from our Company, our Directors, chief executive of our Company, our
|
||
Controlling Shareholders, substantial shareholders of our Company or existing Shareholders or any
|
||
of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
|
||
or other disposition of the Shares registered in their name or otherwise held by them; (ii) not
|
||
financed directly or indirectly by us, our Directors, chief executive, our Controlling Shareholders,
|
||
substantial shareholders, existing Shareholders or any of its subsidiaries or their respective close
|
||
associates; and (iii) an independent third party of our Group, our connected persons and their
|
||
respective associates, and is not a connected person (as defined in the Listing Rules) of our Group
|
||
and an existing shareholder or a close associate of our Group.
|
||
Other than (a) Lake Bleu Innovation Healthcare Master Fund Limited and Lake Bleu Prime
|
||
Healthcare Master Fund Limited; and (b) HSG Growth VII Holdco, Ltd and HCHP Master Fund,
|
||
each of the Cornerstone Investors is an independent third party of the other Cornerstone Investors.
|
||
Further, immediately following the completion of the Global Offering, none of the Cornerstone
|
||
Investors will have any Board representation in the Company, nor will any of the Cornerstone
|
||
Investors become a substantial Shareholder (as defined in the Listing Rules) of the Company.
|
||
There will be no delayed delivery or deferred settlement of Offer Shares subscribed by the
|
||
Cornerstone Investors and the consideration will be settled by the Cornerstone Investors before the
|
||
Listing Date.
|
||
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at
|
||
any time during the period of six months from the Listing Date (the “Lock-up Period ”), dispose
|
||
of any of the Offer Shares they have purchased pursuant to the relevant Cornerstone Investment
|
||
Agreements, save for certain limited circumstances, such as transfers to any of its wholly-owned
|
||
subsidiaries, who will be bound by the same obligations of such Cornerstone Investor, including
|
||
the Lock-up Period restriction.
|
||
Placing of Offer Shares to Connected Clients with Consent under the Placing Guidelines
|
||
Certain Offer Shares were placed to connected clients of the Joint Bookrunners and the
|
||
Underwriters (each a “Connected Underwriter ”) within the meaning of the Placing Guidelines.
|
||
Other than HTCI, which holds the Offer Shares on a non-discretionary basis on behalf of
|
||
independent third parties for the purpose of hedging the over-the-counter swaps transactions,
|
||
GSAMS and China Southern hold the Offer Shares on a discretionary basis on behalf of
|
||
independent third parties. Details of which are set out below:
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
Connected Underwriter(s) Placee
|
||
Number of
|
||
Offer Shares
|
||
placed
|
||
Approximate
|
||
% of the Offer
|
||
Shares initially
|
||
available
|
||
under the
|
||
Global
|
||
Offering (1)
|
||
Approximate
|
||
% of total
|
||
Shares in issue
|
||
immediately
|
||
following the
|
||
completion of
|
||
the Global
|
||
Offering (2)
|
||
Relationship with
|
||
the Connected
|
||
Underwriter(s)
|
||
Goldman Sachs (Asia) L.L.C. Goldman Sachs Asset
|
||
Management (Singapore)
|
||
Pte. Ltd. (3)
|
||
25,000 0.0140% 0.0021% GSAMS is a member
|
||
of the same group of
|
||
companies as GS.
|
||
Huatai Financial Holdings
|
||
(Hong Kong) Limited
|
||
China Southern Asset
|
||
Management Co., Ltd.
|
||
(ʮ
|
||
̡)(4)
|
||
760,000 0.4259% 0.0645% Each of China Southern
|
||
and HTFH is a member
|
||
of the same group of
|
||
companies.
|
||
Huatai Financial Holdings
|
||
(Hong Kong) Limited
|
||
Huatai Capital Investment
|
||
Limited (5)
|
||
40,000 0.0224% 0.0034% HTCI is a member of
|
||
the same group of
|
||
companies as HTFH.
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) Assuming the Over-allotment Option is not exercised and without taking into account any exercise of the share
|
||
options granted under the Pre-IPO Share Option Schemes.
|
||
(3) GSAMS will manage the Shares as the discretionary manager for and on behalf of independent third parties and
|
||
the Shares are held with the respective client ’s custodian.
|
||
(4) China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct
|
||
asset management business, will hold the Shares as the independent agent and discretionary manager of certain
|
||
QDII funds.
|
||
(5) HTFH is a Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager in connection with the Global
|
||
Offering. Pursuant to an ISDA Agreement (the “ISDA Agreement ”) entered into between, HTCI and the
|
||
investors (the “Huatai Clients ”), HTCI, which intends to participate in the Global Offering as a placee, will
|
||
hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder
|
||
under Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided by HTCI)
|
||
by the Huatai Clients, by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai
|
||
Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai
|
||
Clients. HTFH, a Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager of the Global Offering,
|
||
and HTCI are affiliated companies. Accordingly, HTCI is considered as a “connected client ” of HTFH pursuant
|
||
to paragraph 13(7) of the Placing Guidelines.
|
||
Instead of directly subscribing for the Offer Shares, the Huatai Clients will place a total return swap order (the
|
||
“Client TRS ”) with HTCI in connection with the Company ’s Global Offering. In order to hedge its exposure
|
||
under the Client TRS, HTCI participates in the Company ’s Global Offering and subscribes the Offer Shares
|
||
through placing order with HTFH during the International Offering.
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
To the best of the knowledge and after making all reasonable enquiries, each of the Huatai Clients is an
|
||
independent third party of the Company and their respective associates.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Client TRS order placed by the Huatai
|
||
Clients. Pursuant to the terms of the contract of the Client TRS, during the tenor of the Client TRS, all economic
|
||
returns of the Offer Shares will be passed to the Huatai Clients through the Client TRS and all economic loss
|
||
shall be borne by the Huatai Clients. HTCI will not take any economic return or bear any economic loss in
|
||
relation to the Offer Shares.
|
||
The Huatai Clients may exercise an early termination right to terminate the Client TRS at any time from the
|
||
issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed on the
|
||
Stock Exchange. Upon the termination upon maturity or early termination of the Client TRS by the Huatai
|
||
Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Clients will receive a
|
||
final termination amount of the Client TRS which should have taken into account all the economic returns or
|
||
economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai Clients intend
|
||
to extend the investment period, subject to further agreement between HTCI and the relevant Huatai Clients, the
|
||
term of the Client TRS could be extended by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the Huatai Clients, each being a client who places a Client TRS order with
|
||
HTCI in connection with the Global Offering of the Company. Due to its internal policy, HTCI will not exercise
|
||
the voting right of the Offer Shares during the tenor of the Client TRS.
|
||
During the life of the Client TRS, HTCI may continue to hold the beneficial interest of the Offer Shares in its
|
||
custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing
|
||
purposes (as further described in the paragraph below).
|
||
As permitted under the contractual arrangement with the Huatai Clients, HTCI will lend out its holding of
|
||
underlying Offer Shares in the form of stock borrowing loans consistent with market practice to lower its
|
||
finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to
|
||
satisfy its obligations under the Client TRS to ensure the economic interests to be passed to the Huatai Clients
|
||
will remain unchanged.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate
|
||
Shares in the International Offering to GSAMS, China Southern and HTCI. Offer Shares placed to the
|
||
above connected clients are held by the connected clients on behalf of independent third parties and are
|
||
in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
Save as disclosed above, to the best knowledge, information and belief of the Directors, (i) no
|
||
Offer Shares placed by or through the Overall Coordinators, the Joint Global Coordinators, the
|
||
Joint Bookrunners, the Joint Lead Managers or the Underwriters under the Global Offering have
|
||
been placed with applicants and their respective ultimate beneficial owners who are core connected
|
||
persons (as defined in the Listing Rules) of the Company, the Directors, or to any connected clients
|
||
(as set out in paragraph 5(1) of the Placing Guidelines) or persons set out in paragraph 5(2) of the
|
||
Placing Guidelines, whether in their own names or through nominees; (ii) none of the Joint Sponsors,
|
||
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
|
||
Managers, the Underwriters and their respective affiliate companies, and the connected clients of the
|
||
lead broker or of any distributors (as defined in the Placing Guidelines) has taken up any Offer Share
|
||
for its own benefits under the Global Offering; and (iii) all placees under the International Offering
|
||
and their ultimate beneficial owners are not and are independent of any of the (a) the core connected
|
||
person (as defined in the Listing Rules) of the Company, (b) the Directors or existing Shareholders
|
||
of the Company or any of the Company ’s subsidiaries, or (c) the close associates (as defined in
|
||
the Listing Rules) of (a) and/or (b) above, whether in their own names or through nominees. The
|
||
International Offering is in compliance with the Placing Guidelines.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
Save as disclosed above, the Directors, to the best of their knowledge, information and belief,
|
||
confirm that, (i) none of the Offer Shares subscribed by public Shareholders in the Hong Kong
|
||
Public Offering and placees in the International Offering (including the Preferential Offering) has
|
||
been financed directly or indirectly by the Company, any of the Directors, chief executive, senior
|
||
management, the Controlling Shareholders, substantial Shareholders or existing Shareholders
|
||
of the Company or any of its subsidiaries or their respective close associates; (ii) no rebate has
|
||
been, directly or indirectly, provided by the Company, the Directors, chief executive, senior
|
||
management, the Controlling Shareholders, substantial Shareholders, existing Shareholders, or
|
||
any of their subsidiaries or their respective close associates, or syndicate members, or any other
|
||
brokers involved in the Global Offering, to any public Shareholders in the Hong Kong Public
|
||
Offering, Qualifying WXB Shareholders in the Preferential Offering or placees in the International
|
||
Offering; (iii) none of the public Shareholders in the Hong Kong Public Offering and placees
|
||
in the International Offering (including the Preferential Offering) who has subscribed for the
|
||
Offer Shares is accustomed to taking instructions from the Company, any of the Directors, chief
|
||
executive, senior management, the Controlling Shareholders, substantial Shareholders or existing
|
||
Shareholders of the Company or any of its subsidiaries or their respective close associates in
|
||
relation to the acquisition, disposal, voting or other disposition of the Offer Shares registered in
|
||
his/her/its name or otherwise held by him/her/it; (iv) there is no side agreement or arrangement
|
||
between the Company, any of the Directors, chief executive, senior management, the Controlling
|
||
Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its
|
||
subsidiaries or their respective close associates, on one hand, and the public subscribers or the
|
||
placee who has subscribed for the Offer Shares, on the other hand; and (v) the consideration
|
||
payable by the public investors in the Hong Kong Public Offering, Qualifying WXB Shareholders
|
||
in the Preferential Offering and placees in the International Offering for each Offer Share
|
||
subscribed for, or purchased by them, is the same as the Final Offer Price as determined by the
|
||
Company, plus brokerage of 1%, SFC transaction levy of 0.0027%, the Stock Exchange trading fee
|
||
of 0.00565% and AFRC transaction levy of 0.00015%.
|
||
Over-allotment Option
|
||
In connection with the Global Offering, the Company has granted the Over-allotment Option to
|
||
the International Underwriters exercisable by the Overall Coordinators (for themselves and on
|
||
behalf of the International Underwriters). Pursuant to the Over-allotment Option, the International
|
||
Underwriters have the right, exercisable by the Overall Coordinators (for themselves and on behalf
|
||
of the International Underwriters) at any time from the Listing Date until Sunday December 10,
|
||
2023, being the 30th day after the last day for lodging applications under the Hong Kong Public
|
||
Offering, to require the Company to issue and allot up to an aggregate of 19,158,500 additional
|
||
Offer Shares, representing approximately 10.74% of the number of Offer Shares initially available
|
||
under the Global Offering, at the Offer Price, to cover the over-allocations in the International
|
||
Offering.
|
||
There has been an over-allocation of 19,158,500 Offer Shares in the International Offering and such
|
||
over-allocation will be settled using Shares to be borrowed under the Stock Borrowing Agreement
|
||
entered into between WuXi Biologics and the Stabilizing Manager. Such borrowed Shares will
|
||
be covered by exercising the Over-allotment Option in full or in part, or by making purchases
|
||
in the secondary market by the Stabilization Manager (or through its affiliates or any person
|
||
acting for it) at prices that do not exceed the Offer Price or by a combination of these means. In
|
||
the event the Over-allotment Option is exercised, an announcement will be made on the Stock
|
||
Exchange ’s website at www.hkexnews.hk and the Company ’s website at www.wuxixdc.com .
|
||
As at the date of this announcement, the Over-allotment Option has not been exercised.
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
LOCK-UP OBLIGATIONS
|
||
The Company, the Controlling Shareholders and the Cornerstone Investors are subject to certain
|
||
lock-up obligations (the “Lock-up Obligations ”) in respect of the Shares. The major terms of the
|
||
Lock-up Obligations are set out as follows:
|
||
Name
|
||
Number of Shares
|
||
subject to the
|
||
Lock-up
|
||
Obligations
|
||
Approximate %
|
||
of the total issued
|
||
share capital of the
|
||
Company following
|
||
the completion of the
|
||
Global Offering which
|
||
are subject to the
|
||
Lock-up Obligations
|
||
upon Listing (1)
|
||
Last day of the
|
||
Lock-up Period
|
||
The Company (2) (subject to lock-up obligations
|
||
pursuant to the Listing Rules and the Hong Kong
|
||
Underwriting Agreement)
|
||
N/A N/A May 16, 2024 (2)
|
||
Controlling Shareholders (3)
|
||
WuXi AppTec (3) (subject to lock-up obligations
|
||
pursuant to the Listing Rules)
|
||
400,000,000 33.94% May 16, 2024
|
||
(First Six-Month Period),
|
||
November 16, 2024
|
||
(Second Six-Month Period) (3)
|
||
WuXi Biologics (4) (subject to lock-up
|
||
obligations pursuant to the Listing Rules
|
||
and obligations in favor of the Company
|
||
pursuant to the Hong Kong Underwriting
|
||
Agreement)
|
||
600,000,000 50.91% November 16,
|
||
2025 (Twenty Four-
|
||
Month Period) (4)
|
||
Cornerstone Investors (5) (subject to lock-up
|
||
obligations in favor of the Company pursuant to the
|
||
Cornerstone Investment Agreements)
|
||
113,910,000 9.67% May 16, 2024 (5)
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised and without taking into account any exercise of the share
|
||
options granted under the Pre-IPO Share Option Schemes.
|
||
(2) The Company may not issue or agree to issue or announce its intention to issue Shares or securities of the
|
||
Company on or before the indicated date unless in compliance with the requirements of the Listing Rules.
|
||
(3) For details of the lock-up obligations of the Controlling Shareholders, please refer to the sections headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Undertakings to the Stock Exchange pursuant to
|
||
the Listing Rules – Undertakings by our Controlling Shareholders ” in the Prospectus.
|
||
(4) For details of the lock-up obligations of WuXi Biologics, please refer to the sections headed “Underwriting –
|
||
Underwriting Arrangements and Expenses – Undertakings Pursuant to the Hong Kong Underwriting Agreement
|
||
– Undertakings by WuXi Biologics ” in the Prospectus.
|
||
(5) The Cornerstone Investors may not dispose of any of the Offer Shares subscribed pursuant to the relevant
|
||
Cornerstone Investment Agreements in the Global Offering prior to the indicated date, save for certain limited
|
||
circumstances, such as transfers to any of its wholly-owned subsidiaries, who will be bound by the same
|
||
obligations of such Cornerstone Investor, including the lock-up obligations.
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the section headed “Structure of the Global
|
||
Offering – Conditions of the Global Offering ” in the Prospectus, 30,726 valid applications made
|
||
by the public through the White Form eIPO service and the CCASS EIPO service will be
|
||
conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
500 12,488 1,623 out of 12,488 to receive 500 Shares 13.00%
|
||
1,000 1,887 490 out of 1,887 to receive 500 Shares 12.98%
|
||
1,500 896 349 out of 896 to receive 500 Shares 12.98%
|
||
2,000 5,476 2,843 out of 5,476 to receive 500 Shares 12.98%
|
||
2,500 996 646 out of 996 to receive 500 Shares 12.97%
|
||
3,000 357 277 out of 357 to receive 500 Shares 12.93%
|
||
3,500 226 204 out of 226 to receive 500 Shares 12.90%
|
||
4,000 514 500 Shares plus 16 out of 514 to receive additional 500 Shares 12.89%
|
||
4,500 436 500 Shares plus 69 out of 436 to receive additional 500 Shares 12.87%
|
||
5,000 1,277 500 Shares plus 366 out of 1,277 to receive additional 500 Shares 12.87%
|
||
6,000 259 500 Shares plus 141 out of 259 to receive additional 500 Shares 12.87%
|
||
7,000 180 500 Shares plus 144 out of 180 to receive additional 500 Shares 12.86%
|
||
8,000 178 1,000 Shares plus 10 out of 178 to receive additional 500 Shares 12.85%
|
||
9,000 1,181 1,000 Shares plus 370 out of 1,181 to receive additional 500 Shares 12.85%
|
||
10,000 805 1,000 Shares plus 459 out of 805 to receive additional 500 Shares 12.85%
|
||
15,000 417 1,500 Shares plus 357 out of 417 to receive additional 500 Shares 12.85%
|
||
20,000 339 2,500 Shares plus 47 out of 339 to receive additional 500 Shares 12.85%
|
||
25,000 235 3,000 Shares plus 100 out of 235 to receive additional 500 Shares 12.85%
|
||
30,000 183 3,500 Shares plus 130 out of 183 to receive additional 500 Shares 12.85%
|
||
35,000 116 4,000 Shares plus 115 out of 116 to receive additional 500 Shares 12.84%
|
||
40,000 113 5,000 Shares plus 31 out of 113 to receive additional 500 Shares 12.84%
|
||
45,000 102 5,500 Shares plus 57 out of 102 to receive additional 500 Shares 12.84%
|
||
50,000 285 6,000 Shares plus 237 out of 285 to receive additional 500 Shares 12.83%
|
||
60,000 107 7,500 Shares plus 27 out of 107 to receive additional 500 Shares 12.71%
|
||
70,000 73 8,500 Shares plus 55 out of 73 to receive additional 500 Shares 12.68%
|
||
80,000 75 10,000 Shares plus 22 out of 75 to receive additional 500 Shares 12.68%
|
||
90,000 37 11,000 Shares plus 30 out of 37 to receive additional 500 Shares 12.67%
|
||
100,000 188 12,500 Shares plus 64 out of 188 to receive additional 500 Shares 12.67%
|
||
125,000 83 15,500 Shares plus 56 out of 83 to receive additional 500 Shares 12.67%
|
||
150,000 77 19,000 Shares plus 1 out of 77 to receive additional 500 Shares 12.67%
|
||
175,000 34 22,000 Shares plus 12 out of 34 to receive additional 500 Shares 12.67%
|
||
200,000 46 25,000 Shares plus 31 out of 46 to receive additional 500 Shares 12.67%
|
||
225,000 105 27,000 Shares plus 99 out of 105 to receive additional 500 Shares 12.21%
|
||
29,771 Total number of Pool A successful applicants: 13,877
|
||
|
||
|
||
--- page 20 ---
|
||
22
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
250,000 669 27,500 Shares plus 138 out of 669 to receive additional 500 Shares 11.04%
|
||
500,000 104 28,000 Shares 5.60%
|
||
750,000 48 28,500 Shares 3.80%
|
||
1,000,000 61 29,000 Shares 2.90%
|
||
2,000,000 28 29,500 Shares 1.48%
|
||
3,000,000 8 30,000 Shares 1.00%
|
||
4,000,000 3 30,500 Shares 0.76%
|
||
5,000,000 5 31,000 Shares 0.62%
|
||
6,000,000 3 31,500 Shares 0.53%
|
||
7,000,000 1 32,000 Shares 0.46%
|
||
8,922,500 25 32,500 Shares 0.36%
|
||
955 Total number of Pool B successful applicants: 955
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 53,534,000 Offer
|
||
Shares, representing approximately 30% of the total number of Offer Shares initially available
|
||
under the Global Offering (before any exercise of the Over-allotment Option).
|
||
BASIS OF ALLOCATION UNDER THE PREFERENTIAL OFFERING
|
||
The final number of Reserved Shares allocated to Qualifying WXB Shareholders in the Preferential
|
||
Offering is 8,922,000 Reserved Shares, representing approximately 5% of the Offer Shares initially
|
||
available under the Global Offering (before any exercise of the Over-allotment Option). Such
|
||
8,922,000 Reserved Shares have been allocated to a total of 15 Qualifying WXB Shareholders.
|
||
Among the Reserved Shares allocated, four valid applications in respect of a total of 1,598,043
|
||
Reserved Shares will be allocated to Qualifying WXB Shareholders as their Assured Entitlement
|
||
and 15 valid applications in respect of a total of 7,323,957 Reserved Shares will be allocated to
|
||
Qualifying WXB Shareholders under their valid applications for excess Reserved Shares.
|
||
No preferential treatment was given to any of the Qualifying WXB Shareholders in the allocation
|
||
of the Reserved Shares applied for by them under the Preferential Offering and such allocation of
|
||
Reserved Shares under the Preferential Offering was made in accordance with the allocation basis
|
||
disclosed in the section headed “Structure of the Global Offering – The Preferential Offering –
|
||
Basis of Allocation for Applications for the Reserved Shares ” in the Prospectus. Valid applications
|
||
made by Qualifying WXB Shareholders for excess Reserved Shares on BLUE Application Forms
|
||
will be conditionally allotted on the basis set out below:
|
||
|
||
|
||
--- page 21 ---
|
||
23
|
||
Preferential Offering
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
APPLICATIONS
|
||
TOTAL NO.
|
||
OF EXCESS
|
||
RESERVED
|
||
SHARES
|
||
APPLIED FOR
|
||
BASIS OF
|
||
ALLOTMENT/BALLOT
|
||
TOTAL NO.
|
||
OF RESERVED
|
||
SHARES
|
||
ALLOTED
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
OF ALLOCATION
|
||
BASED ON THE
|
||
THE TOTAL
|
||
NO. OF EXCESS
|
||
RESERVED
|
||
SHARES APPLIED
|
||
FOR IN THIS
|
||
CATEGORY
|
||
5 to 80,000 14 203,015 Allot Excess Reserved Shares applied for in
|
||
full
|
||
203,015 100.00%
|
||
93,839,657 1 93,839,657 Approximately 7.59% of the Excess
|
||
Reserved Shares applied for (HKSCC
|
||
Nominees Limited apply on behalf of the
|
||
applicants who apply in CCASS indirectly
|
||
through a broker/custodian)
|
||
7,120,942 7.59%
|
||
Total 15 94,042,672 7,323,957
|
||
Allocation of Reserved Shares to Certain Directors and/or their Close Associates
|
||
To the best knowledge of the Company and after all reasonable enquiries, among the Reserved
|
||
Shares allocated to the Qualifying WXB Shareholders, approximately 78,815 and 6 Reserved
|
||
Shares, representing approximately 0.0067% and 0.0000% of the total issued share capital of the
|
||
Company immediately upon completion of the Global Offering (assuming the Over-allotment
|
||
Option is not exercised and without taking into account any exercise of the share options
|
||
granted under the Pre-IPO Share Option Schemes), are expected to be allocated to our Directors
|
||
Dr. Zhisheng Chen and Ms. Ming Shi and/or their close associates based on their respective
|
||
applications made by BLUE Application Forms, respectively, each of whom is a core connected
|
||
person of the Company.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
waiver from strict compliance with Rule 10.03 and Rule 9.09(b) of the Listing Rules and a consent
|
||
under Paragraph 5(2) of the Placing Guidelines to permit the Company to allocate the Reserved
|
||
Shares to the Relevant Directors and/or their close associates in the Preferential Offering, subject
|
||
to the conditions disclosed in the section headed “Waivers and Exemption from Strict Compliance
|
||
with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
|
||
– Waiver and Consent in respect to Allocation of Shares to Directors and their Close Associates in
|
||
Preferential Offering ” in the Prospectus. Such conditions have been satisfied.
|
||
|
||
|
||
--- page 22 ---
|
||
24
|
||
RESULTS OF ALLOCATIONS
|
||
The final offer price, the level of applications in the Hong Kong Public Offering, the level of
|
||
indication of interest in the International Offering and the Preferential Offering and the basis
|
||
of allocation of the Hong Kong Offer Shares and Reserved Shares are published on the Stock
|
||
Exchange ’s website at www.hkexnews.hk and the Company ’s website at www.wuxixdc.com on
|
||
Thursday, November 16, 2023.
|
||
The results of allocations and the Hong Kong identity card/passport/Hong Kong business
|
||
registration/certificate of incorporation numbers of successful applicants under the Hong Kong
|
||
Public Offering and the Preferential Offering will be available at the times and dates and in the
|
||
manner specified below:
|
||
(i) in the announcement to be posted on the Stock Exchange ’s website at www.hkexnews.hk
|
||
and the Company ’s website at www.wuxixdc.com by no later than 9:00 a.m. on Thursday,
|
||
November 16, 2023;
|
||
(ii) from the designated results of allocations website at www.iporesults.com.hk (alternatively: English
|
||
https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/zh-hk/Allotment)
|
||
with a “search by ID” function from 8:00 a.m. on Thursday, November 16, 2023 to 12:00 midnight
|
||
on Wednesday, November 22, 2023; and
|
||
(iii) from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00
|
||
a.m. and 6:00 p.m. on Thursday, November 16, 2023, Friday, November 17, 2023, Monday,
|
||
November 20, 2023, and Tuesday, November 21, 2023.
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by White Form eIPO ” in this
|
||
announcement refer to Hong Kong identity card numbers/passport numbers/Hong Kong business
|
||
registration numbers/certificate of incorporation numbers/beneficial owner identification codes (if
|
||
such applications are made by nominees as agent for the benefit of another person) whereas those
|
||
displayed in the section headed “Results of Applications Made by Giving Electronic Application
|
||
Instructions to HKSCC via CCASS ” in this announcement are provided by CCASS Participants
|
||
via CCASS. Therefore, the identification document numbers shown in the two sections are
|
||
different in nature.
|
||
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 the Hong Kong Offer Shares
|
||
through their brokers can consult their brokers to enquire about their application results.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by White
|
||
Form eIPO ”, “Results of Applications Made by BLUE Application Form ” and “Results of
|
||
Applications Made by Giving Electronic Application Instructions to HKSCC via CCASS ” are
|
||
redacted and not all details of applications are disclosed in this announcement.
|
||
|
||
|
||
--- page 23 ---
|
||
25
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International Offering is set out below:
|
||
• Top 1, 5, 10, 20 and 25 placees under the International Offering (based on final number of
|
||
Offer Shares allocated to the placees under the International Offering after reallocation):
|
||
Assuming the Over-Allotment
|
||
Option is not exercised
|
||
Assuming the Over-Allotment
|
||
Option is fully exercised
|
||
Placee
|
||
Number of
|
||
International
|
||
Offer Shares
|
||
subscribed for
|
||
Total
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
International
|
||
Offering
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
total Offer
|
||
Shares
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
total issued
|
||
Shares upon
|
||
Listing
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
International
|
||
Offering
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
total Offer
|
||
Shares
|
||
Subscription
|
||
as
|
||
approximate
|
||
% of the
|
||
total issued
|
||
Shares upon
|
||
Listing
|
||
Top 1 37,970,000 37,970,000 30.40% 21.28% 3.22% 26.36% 19.22% 3.17%
|
||
Top 5 100,620,500 100,620,500 80.55% 56.39% 8.54% 69.84% 50.92% 8.40%
|
||
Top 10 123,310,000 123,310,000 98.72% 69.10% 10.46% 85.59% 62.40% 10.30%
|
||
Top 20 130,524,000 130,524,000 104.49% 73.14% 11.08% 90.60% 66.05% 10.90%
|
||
Top 25 131,702,000 131,702,000 105.44% 73.80% 11.18% 91.41% 66.65% 11.00%
|
||
• Top 1, 5, 10, 20 and 25 Shareholders of all the Shareholders upon Listing (based on final
|
||
number of Offer Shares allocated to the placees under the International Offering after
|
||
reallocation):
|
||
Assuming the Over-Allotment
|
||
Option is not exercised
|
||
Assuming the Over-Allotment
|
||
Option is fully exercised
|
||
Shareholder
|
||
Number of
|
||
Hong Kong
|
||
Offer Shares
|
||
subscribed
|
||
for
|
||
Number of
|
||
International
|
||
Offer Shares
|
||
subscribed
|
||
for
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
Total
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares
|
||
subscribed
|
||
for as
|
||
approximate
|
||
% of the
|
||
International
|
||
Offering
|
||
Number of
|
||
Shares
|
||
subscribed
|
||
for as
|
||
approximate
|
||
% of the
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
Shares
|
||
held as
|
||
% of
|
||
total
|
||
issued
|
||
Shares
|
||
upon
|
||
Listing (1)
|
||
Number of
|
||
Shares
|
||
subscribed
|
||
for as
|
||
approximate
|
||
% of the
|
||
International
|
||
Offering
|
||
Number of
|
||
Shares
|
||
subscribed
|
||
for as
|
||
approximate
|
||
% of the
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
Shares
|
||
held as
|
||
% of
|
||
total
|
||
issued
|
||
Shares
|
||
upon
|
||
Listing (1)
|
||
Top 1 – – – 600,000,000 – – 50.91% – – 50.10%
|
||
Top 5 – 74,041,500 74,041,500 1,074,041,500 59.27% 41.49% 91.14% 51.39% 37.47% 89.68%
|
||
Top 10 – 119,110,000 119,110,000 1,119,110,000 95.36% 66.75% 94.96% 82.67% 60.28% 93.45%
|
||
Top 20 – 129,992,000 129,992,000 1,129,992,000 104.07% 72.85% 95.89% 90.23% 65.78% 94.35%
|
||
Top 25 – 131,322,000 131,322,000 1,131,322,000 105.13% 73.59% 96.00% 91.15% 66.46% 94.47%
|
||
Note:
|
||
(1) Without taking into account any Shares which may be issued upon exercise of the share options granted under
|
||
the Pre-IPO Share Option Schemes.
|
||
|
||
|
||
--- page 24 ---
|
||
26
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in the Shares.
|