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.
807 lines
46 KiB
Plaintext
807 lines
46 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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Final Offer Price
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• The Offer Price has been determined at HK$10.35 per H Share (exclusive of brokerage of
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1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock
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Exchange trading fee of 0.00565%).
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Net Proceeds from the Global Offering
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• At the Offer Price of HK$10.35 per H Share, the net proceeds from the Global Offering to
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be received by the Company, after deduction of the underwriting fees and commissions and
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other estimated expenses payable by the Company in connection with the Global Offering,
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are estimated to be approximately HK$154.9 million. The Company intends to apply such
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net proceeds from the Global Offering in the manner set out in the section headed “Net
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Proceeds from the Global Offering ” in this announcement.
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Applications and Indications of Interest Received in the 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 significantly over-subscribed. A total of 5,308 valid applications have been received
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pursuant to the Hong Kong Public Offering through the HK eIPO White Form service
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and through the CCASS EIPO service for a total of 25,488,500 Hong Kong Offer Shares,
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representing approximately 11.29 times of the total number of 2,258,000 Hong Kong Offer
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Shares initially available for subscription under the Hong Kong Public Offering.
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• As the over-subscription in the Hong Kong Public Offering is less than 15 times, the
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reallocation procedures as described in the section headed “Structure of the Global Offering
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– The Hong Kong Public Offering – Reallocation and Clawback ” in the Prospectus have not
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been applied and no International Offer Shares have been reallocated from the International
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Offering to the Hong Kong Public Offering. The final number of Hong Kong Offer Shares
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under the Hong Kong Public Offering is 2,258,000 H Shares, representing approximately
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10% of the total number of Offer Shares initially available under the Global Offering.
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There are a total number of 1,778 Shareholders who were allocated Offer Shares under the
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Hong Kong Public Offering, among which, 1,547 Shareholders, representing approximately
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87.01% of the Shareholders who were allocated Offer Shares under the Hong Kong Public
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Offering, were allocated with one board lot of the Offer Shares, totaling 773,500 H Shares,
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representing approximately 34.26% of the total Offer Shares under the Hong Kong Public
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Offering.
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--- page 2 ---
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4
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International Offering
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• The International Offer Shares initially offered under the International Offering have
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been slightly over-subscribed, representing approximately 1.41 times of the total number
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of Offer Shares initially available under the International Offering. The final number
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of International Offer Shares under the International Offering is 20,318,500 H Shares,
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representing approximately 90% of the total number of Offer Shares initially available
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under the Global Offering.
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• There are a total of 143 placees under the International Offering, among which 95 placees,
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representing approximately 66.43% of the total number of placees under the International
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Offering, have been allotted one board lot of Offer Shares, totaling 47,500 H Shares,
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representing approximately 0.23% of the total number of Offer Shares available under the
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International Offering; and 98 placees, representing approximately 68.53% of the total
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number of placees under the International Offering, have been allotted five board lots or
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less of the Offer Shares, totaling 52,000 H Shares, representing approximately 0.26% of the
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total number of Offer Shares available under the International Offering.
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Cornerstone Investors
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• Based on the Offer Price of HK$10.35 per H Share (exclusive of brokerage of 1.0%, SFC
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transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange
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trading fee of 0.00565%) and pursuant to the Cornerstone Investment Agreements entered
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into with the Cornerstone Investors as disclosed in the section headed “Cornerstone
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Investors ” in the Prospectus, the Cornerstone Investors have subscribed for a total of
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11,165,500 Offer Shares, representing (i) approximately 1.43% of the total issued share
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capital of the Company immediately upon the completion of the Global Offering; and (ii)
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approximately 49.46% of the number of Offer Shares under the Global Offering.
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• Please refer to the section headed “Cornerstone Investors ” in the Prospectus for further
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details of the Cornerstone Investors.
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--- page 3 ---
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5
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Confirmations of Public Shareholders in the Hong Kong Public Offering and Placees in the
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International Offering
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• To the best knowledge, information and belief of the Directors, no Offer Shares placed by
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or through the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
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the Joint Lead Managers or the Underwriters under the Global Offering have been placed
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to applicants who are core connected persons of the Company, or connected clients (as set
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out in paragraph 5(1) of Appendix 6 to the Listing Rules (the “Placing Guidelines ”), or
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persons set out in paragraph 5(2) of the Placing Guidelines, whether in their own names or
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through nominees. The International Offering is in compliance with the Placing Guidelines.
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• The Directors confirm that, to the best of their knowledge, information and belief, (i)
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none of the Offer Shares subscribed by public Shareholders in the Hong Kong Public
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Offering and placees in the International Offering has been financed directly or indirectly
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by the Company, its Directors, chief executive, the Single Largest Group of Shareholders,
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substantial Shareholders, other existing Shareholders or any of their subsidiaries or their
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respective close associates; (ii) no rebate has been, directly or indirectly, provided by
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the Company, its Directors, chief executive, the Single Largest Group of Shareholders,
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substantial Shareholders, other existing Shareholders or any of their subsidiaries or their
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respective close associates or syndicate members or any other brokers to any public
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Shareholders in the Hong Kong Public Offering or placees in the International Offering;
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(iii) none of the public Shareholders in the Hong Kong Public Offering and placees in the
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International Offering who has subscribed for the Offer Shares is accustomed to taking
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instructions from the Company, its Directors, chief executive, the Single Largest Group
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of Shareholders, substantial Shareholders, other existing Shareholders or any of their
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subsidiaries or their respective close associates in relation to the acquisition, disposal,
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voting or other disposition of the Shares registered in his/her/its name or otherwise held
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by him/her/it; (iv) the consideration payable by the public Shareholders in the Hong Kong
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Public Offering and placees in the International Offering for each Offer Share subscribed
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for or purchased by them is the same as the Offer Price, in addition to brokerage of 1.0%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange
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trading fee of 0.00565%; and (v) there is no side agreement or arrangement between
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the Company, its Directors, chief executive, the Single Largest Group of Shareholders,
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substantial Shareholders, other existing Shareholders or any of their subsidiaries or their
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respective close associates or syndicate members or any other brokers, on one hand, and
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the public Shareholders or the placees who have subscribed for the Offer Shares, on the
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other hand.
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• The Directors confirm that, to the best of their knowledge, information and belief, none
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of the placees under the International Offering will be placed more than 10% of the
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enlarged issued share capital of the Company immediately following the completion of
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the Global Offering. Accordingly, the Directors confirm that none of the placees will
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become a substantial Shareholder of the Company immediately following the completion
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of the International Offering, and there will not be any new substantial Shareholder of the
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Company immediately following the completion of the Global Offering.
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Lock-Up Undertakings
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• Each of the Company, the Cornerstone Investors and all existing Shareholders is subject to
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certain lock-up undertakings set out in the section headed “Lock-up Undertakings ” in this
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announcement.
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--- page 4 ---
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6
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Results of Allocations
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• Results of allocations of the Hong Kong Offer Shares under the Hong Kong Public
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Offering, including the final Offer Price, the level of indications of interest in the
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International Offering, the level of applications in the Hong Kong Public Offering and
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the basis of allocation of the Hong Kong Offer Shares will be published on Thursday,
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November 2, 2023 on the websites of the Stock Exchange at www.hkexnews.hk and the
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Company at www.uboxol.com .
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• The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public
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Offering successfully applied for through the HK eIPO White Form service or through
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the CCASS EIPO service, including the Hong Kong identity card numbers, passport
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numbers, Hong Kong business registration numbers or certificate of incorporation numbers
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of successful applicants (where applicable) and the number of Hong Kong Offer Shares
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successfully applied for, will be made available at the times and dates and in the manner
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specified below:
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• in the announcement to be posted on the Company ’s website at www.uboxol.com
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and the Stock Exchange ’s website at www.hkexnews.hk on Thursday, November
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2, 2023. Please note that the list of identification document numbers set out in
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this announcement may not be a complete list of successful applicants since only
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successful applicants whose identification document numbers are provided to HKSCC
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by CCASS Participants or via the HK eIPO White Form service are disclosed.
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Applicants with beneficial names only but not identification document numbers are
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not disclosed due to personal privacy issue as elaborated below. Applicants who
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applied for the Hong Kong Offer Shares through their brokers or nominees can
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consult their brokers or nominees to enquire about their application results;
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• from the “IPO Results ” function in the IPO App or the designated results of
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allocations website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result )
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with a “search by ID ” function on a 24-hour basis from 8:00 a.m. on Thursday,
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November 2, 2023 to 12:00 midnight on Wednesday, November 8, 2023; and
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• from the allocation results telephone enquiry by calling +852 3691 8488 between 9:00
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a.m. and 6:00 p.m. from Thursday, November 2, 2023 to Tuesday, November 7, 2023
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(excluding Saturday, Sunday and public holiday in Hong Kong).
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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 HK
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eIPO White Form ” in this announcement refer to Hong Kong identity card numbers/
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passport numbers/Hong Kong business registration numbers/certificate of incorporation
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numbers/beneficial owner identification codes (if such applications are made by nominees
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as agent for the benefit of another person), whereas those displayed in the section headed
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“Results of Applications Made by Giving Electronic Application Instructions to HKSCC
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via CCASS ” in this announcement are provided by CCASS Participants via CCASS.
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Therefore, the identification document numbers shown in the two sections are different in
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nature.
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--- page 5 ---
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7
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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 HK eIPO White Form ” and “Results of Applications Made by Giving Electronic
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Application Instructions to HKSCC via CCASS ” are redacted and not all details of
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applications are disclosed in this announcement.
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Despatch/Collection of H Share Certificates and Refund Monies
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• Applicants who applied for 1,000,000 or more Hong Kong Offer Shares through the HK
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eIPO White Form service and who have been wholly or partially successfully allocated
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Hong Kong Offer Shares may collect H Share certificates and/or refund cheques (where
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applicable) in person from the H Share Registrar, Tricor Investor Services Limited, at 17/F,
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Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00 p.m. on
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Thursday, November 2, 2023 or any other place or date as notified by the Company.
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• Applicants being individuals who are eligible for personal collection must not authorize
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any other person to make collection on their behalf. Corporate applicants which are
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eligible for personal collection must attend by their authorized representatives bearing
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letters of authorization from their corporations stamped with the corporations ’ chops. Both
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individuals and authorized representatives (if applicable) must produce, at the time of
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collection, evidence of identity acceptable to Tricor Investor Services Limited.
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• H Share certificates for Hong Kong Offer Shares allotted to applicants who applied through
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the HK eIPO White Form service which are either not available for personal collection
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(including applicants who applied for less than 1,000,000 Hong Kong Offer Shares through
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the HK eIPO White Form service) or which are available but are not collected in person
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by 1:00 p.m. on Thursday, November 2, 2023 are expected to be despatched by ordinary
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post to the addresses specified in the relevant applications at their own risk on or before
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Thursday, November 2, 2023.
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• Wholly or partially successful applicants who applied by giving electronic application
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instructions to HKSCC via CCASS will have their H Share certificates issued in the name
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of HKSCC Nominees Limited and deposited directly into CCASS for credit 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 2, 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 and the amount of refund monies payable to them with that CCASS Participant.
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--- page 6 ---
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8
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• Applicants who applied as a CCASS Investor Participant by giving electronic application
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instructions to HKSCC via CCASS should check and report any discrepancies to HKSCC
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before 5:00 p.m. on Thursday, November 2, 2023 or such other date as shall be determined
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by HKSCC or HKSCC Nominees. Applicants who applied as a CCASS Investor Participant
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by giving electronic application instructions to HKSCC via CCASS may also check
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the results of their applications and the amount of refund monies payable to them via the
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CCASS Phone System and the CCASS Internet System (under the procedures contained
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in HKSCC ’s “An Operating Guide for Investor Participants ” in effect from time to time).
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Immediately after the crediting of the Hong Kong Offer Shares to the CCASS Investor
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Participants stock accounts and the crediting of the refund monies to their respective
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designated bank account, HKSCC will also make available to the CCASS Investor
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Participants an activity statement showing the number of Hong Kong Offer Shares credited
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to their stock accounts and the amount of refund monies (if any) credited to their respective
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designated bank accounts.
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• Applicants who applied through the HK eIPO White Form service and paid the application
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monies through a single bank account will have refund monies (if any) despatched to their
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application payment bank account in the form of e-Auto Refund payment instructions on
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or before Thursday, November 2, 2023. Applicants who applied through the HK eIPO
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White Form service and paid the application monies through multiple bank accounts will
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have refund monies (if any) despatched to the addresses specified in their application
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instructions to HK eIPO White Form Service Provider, in the form of refund cheque(s) in
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favour of the applicant (or, in the case of joint applications, the first-named applicant), by
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ordinary post at their own risk on or before Thursday, November 2, 2023.
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• Refund monies (if any) for applicants who applied by giving electronic application
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instructions to HKSCC via CCASS are expected to be credited to their designated bank
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accounts or the designated bank accounts of their brokers or custodians on Thursday,
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November 2, 2023.
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• H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time)
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on Friday, November 3, 2023 provided that the Global Offering has become unconditional
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in all respects at or before that time and the right of termination described in the section
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headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public
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Offering – Hong Kong Underwriting Agreement – Grounds for Termination ” in the
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Prospectus has not been exercised.
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• The Company will not issue any temporary documents of title in respect of the Offer
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Shares and will not issue any receipt for application monies received.
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Public Float
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• Immediately following the completion of the Global Offering, 378,066,667 H Shares,
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representing approximately 48.5% of the Company ’s issued Shares, will be held by the
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public. Accordingly, the number of Shares in public hands represents no less than 25% of
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the total issued Shares of the Company as required under Rule 8.08(1)(a) of the Listing
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Rules. The Directors confirm that (i) the three largest public Shareholders do not hold more
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than 50% of the Shares held in public hands at the time of the Listing in compliance with
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Rule 8.08(3) of the Listing Rules and (ii) there will be at least 300 Shareholders at the time
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of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
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--- page 7 ---
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9
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Commencement of Dealings
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• Assuming that the Global Offering becomes unconditional in all respects at or before 8:00
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a.m. on Friday, November 3, 2023 (Hong Kong time), dealings in the H Shares on the Main
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Board of the Stock Exchange are expected to commence at 9:00 a.m. on Friday, November
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3, 2023 (Hong Kong time). The H Shares will be traded in board lots of 500 H Shares each.
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The stock code of the Shares is 2429.
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• In view of the high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded, and should
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exercise extreme caution when dealing in the H Shares.
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OFFER PRICE
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The Offer Price has been determined at HK$10.35 per H Share (exclusive of brokerage of 1.0%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading
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fee of 0.00565%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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At the Offer Price of HK$10.35 per H Share, the net proceeds from the Global Offering to be
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received by the Company, after deduction of the underwriting fees and commissions and other
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estimated expenses payable by the Company in connection with the Global Offering, are estimated
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to be approximately HK$154.9 million.
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The Company intends to apply such net proceeds as follows:
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(a) approximately 80% of the net proceeds, or approximately HK$124.0 million, will be used
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for expanding the coverage and penetration of our POS network in tier one, new tier one, tier
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two and tier three cities in mainland China;
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(b) approximately 5.0% of the net proceeds, or approximately HK$7.7 million, will be used
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for further developing our operation capabilities and enhancing our warehouse inventory
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management capabilities by building or upgrading our warehouses and/or logistics systems
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across mainland China;
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(c) approximately 7.0%, or HK$10.8 million, will be used for enhancing our technologies in our
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operation systems and vending machines through hardware upgrade, software enhancement
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and recruitment of talents; and
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(d) approximately 8.0%, or HK$12.4 million, for working capital and other general corporate
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purposes.
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To the extent that the net proceeds from the Global Offering are not immediately used for the
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purposes described above and to the extent permitted by the relevant laws and regulations, they
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will be placed in short-term interest-bearing accounts at licensed banks and/or authorized financial
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institutions in Hong Kong and mainland China (as defined under the SFO, the Law of the People ’s
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Republic of China on Commercial Banks (جand other relevant PRC
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Law) so long as it is deemed to be in the best interests of the Company. The Company will issue an
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appropriate announcement if there is any material change to the above proposed use of proceeds.
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--- page 8 ---
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10
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For further information, please refer to the section headed “Future Plans and Use of Proceeds ” in
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the Prospectus.
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APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED IN THE HONG KONG
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PUBLIC OFFERING
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The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have been
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significantly over-subscribed. A total of 5,308 valid applications have been received pursuant to the
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Hong Kong Public Offering through the HK eIPO White Form service and through the CCASS
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EIPO service for a total of 25,488,500 Hong Kong Offer Shares, representing approximately 11.29
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times of the total number of 2,258,000 Hong Kong Offer Shares initially available for subscription
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under the Hong Kong Public Offering, among which:
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• 5,292 valid applications in respect of a total of 15,759,500 Hong Kong Offer Shares were
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for the Hong Kong Public Offering with a total subscription price of HK$5 million or less at
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the Offer Price of HK$11.40 per H Share (exclusive of brokerage of 1.0%, SFC transaction
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levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of
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0.00565%), representing approximately 13.96 times of the 1,129,000 Hong Kong Offer
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Shares initially comprised in Pool A of the Hong Kong Public Offering; and
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• 16 valid applications in respect of a total of 9,729,000 Hong Kong Offer Shares were for
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the Hong Kong Public Offering with a total subscription price of more than HK$5 million at
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the Offer Price of HK$11.40 per H Share (exclusive of brokerage of 1.0%, SFC transaction
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levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of
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0.00565%), representing approximately 8.62 times of the 1,129,000 Hong Kong Offer Shares
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initially comprised in Pool B of the Hong Kong Public Offering.
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No application has been rejected due to invalid application. Two multiple or suspected multiple
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applications have been identified and rejected. No application has been rejected due to dishonored
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payment. No application for more than 1,129,000 Hong Kong Offer Shares (being 50% of the Hong
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Kong Offer Shares initially available under the Hong Kong Public Offering) has been identified.
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As the over-subscription in the Hong Kong Public Offering is less than 15 times, the reallocation
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procedures as described in the section headed “Structure of the Global Offering – The Hong
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Kong Public Offering – Reallocation and clawback ” in the Prospectus have not been applied
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and no International Offer Shares have been reallocated from the International Offering to the
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Hong Kong Public Offering. The final number of Hong Kong Offer Shares under the Hong Kong
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Public Offering is 2,258,000 H Shares, representing approximately 10% of the total number of
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Offer Shares initially available under the Global Offering. There are a total number of 1,778
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Shareholders who were allocated Offer Shares under the Hong Kong Public Offering, among
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which, 1,547 Shareholders, representing approximately 87.01% of the Shareholders who were
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allocated Offer Shares under the Hong Kong Public Offering, were allocated with one board lot of
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the Offer Shares, totaling 773,500 H Shares, representing approximately 34.26% of the total Offer
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Shares under the Hong Kong Public Offering.
|
||
The 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.
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
INTERNATIONAL OFFERING
|
||
The International Offer Shares initially offered under the International Offering have been slightly
|
||
over-subscribed, representing approximately 1.41 times of the total number of Offer Shares
|
||
initially available under the International Offering. The final number of International Offer Shares
|
||
under the International Offering is 20,318,500 H Shares, representing approximately 90% of the
|
||
total number of Offer Shares initially available under the Global Offering.
|
||
There are a total of 143 placees under the International Offering, among which 95 placees,
|
||
representing approximately 66.43% of the total number of placees under the International
|
||
Offering, have been allotted one board lot of Offer Shares, totaling 47,500 H Shares, representing
|
||
approximately 0.23% of the total number of Offer Shares available under the International
|
||
Offering; and 98 placees, representing approximately 68.53% of the total number of placees under
|
||
the International Offering, have been allotted five board lots or less of the Offer Shares, totaling
|
||
52,000 H Shares, representing approximately 0.26% of the total number of Offer Shares available
|
||
under the International Offering.
|
||
Cornerstone Investors
|
||
At the Offer Price of HK$10.35 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy
|
||
of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%)
|
||
and pursuant to the Cornerstone Investment Agreements entered into with the Cornerstone
|
||
Investors as disclosed in the section headed “Cornerstone Investors ” in the Prospectus, the number
|
||
of Offer Shares subscribed for by the Cornerstone Investors is set out below:
|
||
Cornerstone Investor Investment amount (1)
|
||
Number of
|
||
Offer Shares
|
||
Subscribed (2)
|
||
Approximate
|
||
% of the
|
||
International
|
||
Offer Shares
|
||
Approximate
|
||
% of total
|
||
number of
|
||
Offer Shares
|
||
Approximate
|
||
% of
|
||
H Shares
|
||
in issue
|
||
Approximate
|
||
% of issued
|
||
share capital
|
||
Nayuki Holdings Limited
|
||
( “Nayuki ”) HK$61.90 million 5,981,000 29.44% 26.49% 0.94% 0.77%
|
||
SensePower Management
|
||
Limited ( “SensePower ”) HK$27.24 million 2,631,500 12.95% 11.66% 0.41% 0.34%
|
||
Mr. Wei Jinbin (ж)
|
||
( “Mr. Wei ”) HK$15.64 million 1,511,000 7.44% 6.69% 0.24% 0.19%
|
||
Shenzhen Maliujia Network
|
||
Technology Co., Ltd.
|
||
(Ҧ
|
||
ʮ̡ ) (“MLJ”) HK$10.78 million 1,042,000 5.13% 4.62% 0.16% 0.13%
|
||
Total HK$115.56 million 11,165,500 54.96% 49.46% 1.75% 1.43%
|
||
Notes:
|
||
(1) The investment amount is exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction
|
||
levy of 0.00015% and Stock Exchange trading fee of 0.00565% to be paid by the Cornerstone Investors in
|
||
respect of such H Shares.
|
||
(2) The actual number of Offer Shares varied from the disclosure in the Prospectus due to the actual exchange rate
|
||
used for subscription according to the relevant Cornerstone Investment Agreements. The number of Offer Shares
|
||
subscribed is rounded down to the nearest whole board lot of 500 H Shares.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
To the best knowledge of the Company, save for Nayuki (a company whose shares are listed on
|
||
the Stock Exchange (stock code: 2150)) and SensePower (an indirect wholly-owned subsidiary of
|
||
SenseTime Group Inc., a company whose Class B shares are listed on the Stock Exchange (stock
|
||
code: 0020)), 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.
|
||
Save as disclosed above, to the best knowledge of the Company, (i) each of the Cornerstone
|
||
Investors (and, for Cornerstone Investor(s) who will subscribe for the Offer Shares through
|
||
QDIIs, such QDIIs) is an independent third party; (ii) none of the Cornerstone Investors (and, for
|
||
Cornerstone Investor(s) who will subscribe for the Offer Shares through QDIIs, such QDIIs) is
|
||
accustomed to take instructions from the Company, the Directors, chief executive of the Company,
|
||
the Single Largest Group of Shareholders, substantial Shareholders or other existing Shareholders
|
||
or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal,
|
||
voting, or other disposition of H Shares registered in its name or otherwise held by it; and (iii)
|
||
none of the subscription for the relevant Offer Shares by the Cornerstone Investors (and, for
|
||
Cornerstone Investor(s) who will subscribe for the Offer Shares through QDIIs, such QDIIs) is
|
||
financed by the Company, the Directors, chief executive of the Company, the Single Largest Group
|
||
of Shareholders, substantial Shareholders or other existing Shareholders or any of its subsidiaries
|
||
or their respective close associates for the purpose of subscription of the Offer Shares.
|
||
As confirmed by each of the Cornerstone Investors, their subscription under the Cornerstone
|
||
Placing would be financed by their own internal resources. There are no side agreements or
|
||
arrangements between the Company and the Cornerstone Investors or any benefit, direct or
|
||
indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Cornerstone
|
||
Placing, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price.
|
||
All of the Cornerstone Investors will pay and settle in full for the relevant Offer Shares that they
|
||
have subscribed before dealings in the Offer Shares commence on the Stock Exchange. As such,
|
||
there will be no deferred settlement of payment of the investment amounts. Since there is no
|
||
over-allotment option in the International Offering, there will be no delayed delivery or delayed
|
||
settlement of the Offer Shares to be subscribed by the Cornerstone Investors.
|
||
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at
|
||
any time during the period of twelve months from and including 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.
|
||
Please refer to the section headed “Cornerstone Investors ” in the Prospectus for further details of
|
||
the Cornerstone Investors.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
CONFIRMATIONS OF PUBLIC SHAREHOLDERS IN THE HONG KONG PUBLIC
|
||
OFFERING AND PLACEES IN THE INTERNATIONAL OFFERING
|
||
To the best knowledge, information and belief of the Directors, 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 to applicants who
|
||
are core connected persons of the Company, or 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. The International Offering is in compliance with the Placing
|
||
Guidelines.
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
|
||
Offer Shares subscribed by public Shareholders in the Hong Kong Public Offering and placees in
|
||
the International Offering has been financed directly or indirectly by the Company, its Directors,
|
||
chief executive, substantial Shareholders, existing Shareholders or any of their subsidiaries or
|
||
their respective close associates; (ii) no rebate has been, directly or indirectly, provided by the
|
||
Company, its Directors, chief executive, substantial Shareholders, existing Shareholders or any of
|
||
their subsidiaries or their respective close associates or syndicate members or any other brokers
|
||
to any public Shareholders in the Hong Kong Public 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 who has subscribed for the Offer Shares is accustomed to taking instructions
|
||
from the Company, its Directors, chief executive, substantial Shareholders, existing Shareholders
|
||
or any of their subsidiaries or their respective close associates in relation to the acquisition,
|
||
disposal, voting or other disposition of the Shares registered in his/her/its name or otherwise held
|
||
by him/her/it; (iv) the consideration payable by the public Shareholders in the Hong Kong Public
|
||
Offering and placees in the International Offering for each Offer Share subscribed for or purchased
|
||
by them is the same as the Offer Price, in addition to brokerage of 1.0%, SFC transaction levy of
|
||
0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%; and
|
||
(v) there is no side agreement or arrangement between the Company, its Directors, chief executive,
|
||
substantial Shareholders, existing Shareholders or any of their subsidiaries or their respective close
|
||
associates or syndicate members or any other brokers, on one hand, and the public Shareholders or
|
||
the placees who have subscribed for the Offer Shares, on the other hand.
|
||
The Directors confirm that, to the best of their knowledge, information and belief, none of the
|
||
placees under the International Offering will be placed more than 10% of the enlarged issued
|
||
share capital of the Company immediately following the completion of the Global Offering.
|
||
Accordingly, the Directors confirm that none of the placees will become a substantial Shareholder
|
||
of the Company immediately following the completion of the International Offering, and there will
|
||
not be any new substantial Shareholder of the Company immediately following the completion of
|
||
the Global Offering.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
LOCK-UP UNDERTAKINGS
|
||
Each of the Company, the Single Largest Group of Shareholders, the Cornerstone Investors and
|
||
other existing Shareholders has given certain lock-up undertakings in relation to the issue and
|
||
disposal of Shares (the “Lock-up Undertakings ”). The major terms of the Lock-up Undertakings
|
||
are set out as follows:
|
||
Name
|
||
Number of
|
||
Shares subject
|
||
to the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
Approximate
|
||
percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
Last day subject to the
|
||
Lock-up Undertakings
|
||
The Company
|
||
(subject to lock-up obligations pursuant to the Listing Rules and the Hong Kong Underwriting Agreement)
|
||
N/A N/A May 2, 2024 (1)
|
||
(First Six-Month Period)
|
||
November 2, 2024 (1)
|
||
(Second Six-Month Period)
|
||
The Single Largest Group of Shareholders and the existing Shareholders
|
||
(subject to lock-up obligations pursuant to the Listing Rules, the Hong Kong Underwriting Agreement and applicable PRC
|
||
laws and regulations)
|
||
Mr. Wang Bin 94,901,170 12.17% November 2, 2024 (2)
|
||
Mr. Chen Kunrong 30,949,306 3.97% November 2, 2024 (2)
|
||
Other existing Shareholders (3)
|
||
(subject to lock-up obligations pursuant to applicable PRC laws and regulations)
|
||
631,408,457 80.97% November 2, 2024 (2)
|
||
Cornerstone Investors
|
||
(subject to lock-up obligations pursuant to the Cornerstone Investment Agreements)
|
||
Nayuki 5,981,000 0.77% November 2, 2024 (2)
|
||
SensePower 2,631,500 0.34% November 2, 2024 (2)
|
||
Mr. Wei 1,511,000 0.19% November 2, 2024 (2)
|
||
MLJ 1,042,000 0.13% November 2, 2024 (2)
|
||
Notes:
|
||
(1) The Company may not, among others, issue or agree to issue or publicly announce its intention to issue Shares
|
||
or securities of the Company during the First Six-Month Period except for the issue of the Shares pursuant to
|
||
the Global Offering, the Conversion of Unlisted Shares into H Shares upon completion of the Global Offering
|
||
and the issue of any Shares pursuant to the Pre-IPO Incentive Scheme or as otherwise with the prior written
|
||
consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the Hong Kong
|
||
Underwriters) and unless in compliance with the Listing Rules. In the event the Company does so during the
|
||
Second Six-Month Period, the Company will take all reasonable steps to ensure that such action will not create
|
||
a disorderly or false market in any of the securities of the Company. For details of the lock-up arrangements of
|
||
the Company, please refer to the paragraphs headed “Underwriting { Undertakings Pursuant to the Hong Kong
|
||
Underwriting Agreement { Undertakings by our Company ” in the Prospectus.
|
||
(2) The Shareholder(s) and Cornerstone Investor(s) may dispose of or transfer Shares without any lock-up
|
||
obligation after the indicated date.
|
||
(3) For identities and details of other existing Shareholders, see the section headed “History and Development ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
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, 5,308 valid applications made
|
||
by the public through the HK eIPO White Form service and the CCASS EIPO service will be
|
||
conditionally allocated on the basis set out below:
|
||
BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of
|
||
the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
500 3,603 541 out of 3,603 applicants to receive 500 H Shares 15.02%
|
||
1,000 224 66 out of 224 applicants to receive 500 H Shares 14.73%
|
||
1,500 66 29 out of 66 applicants to receive 500 H Shares 14.65%
|
||
2,000 64 35 out of 64 applicants to receive 500 H Shares 13.67%
|
||
2,500 88 55 out of 88 applicants to receive 500 H Shares 12.50%
|
||
3,000 40 27 out of 40 applicants to receive 500 H Shares 11.25%
|
||
3,500 16 11 out of 16 applicants to receive 500 H Shares 9.82%
|
||
4,000 736 566 out of 736 applicants to receive 500 H Shares 9.61%
|
||
4,500 16 13 out of 16 applicants to receive 500 H Shares 9.03%
|
||
5,000 121 101 out of 121 applicants to receive 500 H Shares 8.35%
|
||
6,000 25 500 H Shares 8.33%
|
||
7,000 8 500 H Shares plus 1 out of 8 applicants to
|
||
receive an additional 500 H Shares
|
||
8.04%
|
||
8,000 32 500 H Shares plus 7 out of 32 applicants to
|
||
receive an additional 500 H Shares
|
||
7.62%
|
||
9,000 7 500 H Shares plus 2 out of 7 applicants to
|
||
receive an additional 500 H Shares
|
||
7.14%
|
||
10,000 45 500 H Shares plus 18 out of 45 applicants to
|
||
receive an additional 500 H Shares
|
||
7.00%
|
||
15,000 100 500 H Shares plus 86 out of 100 applicants to
|
||
receive an additional 500 H Shares
|
||
6.20%
|
||
20,000 12 1,000 H Shares 5.00%
|
||
25,000 16 1,000 H Shares plus 5 out of 16 applicants to
|
||
receive an additional 500 H Shares
|
||
4.63%
|
||
30,000 7 1,000 H Shares plus 5 out of 7 applicants to
|
||
receive an additional 500 H Shares
|
||
4.52%
|
||
35,000 6 1,500 H Shares 4.29%
|
||
40,000 6 1,500 H Shares plus 2 out of 6 applicants to
|
||
receive an additional 500 H Shares
|
||
4.17%
|
||
45,000 3 1,500 H Shares plus 2 out of 3 applicants to
|
||
receive an additional 500 H Shares
|
||
4.07%
|
||
50,000 8 2,000 H Shares 4.00%
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of
|
||
the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
60,000 4 2,000 H Shares plus 3 out of 4 applicants to
|
||
receive an additional 500 H Shares
|
||
3.96%
|
||
70,000 3 2,500 H Shares 3.57%
|
||
80,000 6 2,500 H Shares plus 3 out of 6 applicants to
|
||
receive an additional 500 H Shares
|
||
3.44%
|
||
90,000 5 3,000 H Shares 3.33%
|
||
100,000 16 3,000 H Shares plus 10 out of 16 applicants to
|
||
receive an additional 500 H Shares
|
||
3.31%
|
||
200,000 6 5,500 H Shares 2.75%
|
||
300,000 2 8,000 H Shares 2.67%
|
||
400,000 1 10,500 H Shares 2.63%
|
||
Total 5,292 Total number of Pool A successful applicants:
|
||
1,762
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of
|
||
the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
500,000 11 59,000 H Shares 11.80%
|
||
600,000 1 69,000 H Shares 11.50%
|
||
700,000 1 80,000 H Shares 11.43%
|
||
800,000 1 90,500 H Shares 11.31%
|
||
1,000,000 1 113,000 H Shares 11.30%
|
||
1,129,000 1 127,500 H Shares 11.29%
|
||
Total 16 Total number of Pool B successful applicants: 16
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
RESULTS OF ALLOCATIONS
|
||
Results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering,
|
||
including the final Offer Price, the level of indications of interest in the International Offering,
|
||
the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong
|
||
Kong Offer Shares will be published on Thursday, November 2, 2023 on the websites of the Stock
|
||
Exchange at www.hkexnews.hk and the Company at www.uboxol.com .
|
||
The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering
|
||
successfully applied for through the HK eIPO White Form service or through the CCASS EIPO
|
||
service, including the Hong Kong identity card numbers, passport numbers, Hong Kong business
|
||
registration numbers or certificate of incorporation numbers of successful applicants (where
|
||
applicable) and the number of Hong Kong Offer Shares successfully applied for, will be made
|
||
available at the times and dates and in the manner specified below:
|
||
• in the announcement to be posted on the Company ’s website at www.uboxol.com and the
|
||
Stock Exchange ’s website at www.hkexnews.hk on Thursday, November 2, 2023. Please
|
||
note that the list of identification document numbers set out in this announcement may
|
||
not be a complete list of successful applicants since only successful applicants whose
|
||
identification document numbers are provided to HKSCC by CCASS Participants or via the
|
||
HK eIPO White Form service 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 or
|
||
nominees can consult their brokers or nominees to enquire about their application results;
|
||
• from the “IPO Results ” function in the IPO App or the designated results of allocations
|
||
website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result ) with a “search
|
||
by ID ” function on a 24-hour basis from 8:00 a.m. on Thursday, November 2, 2023 to 12:00
|
||
midnight on Wednesday, November 8, 2023; and
|
||
• from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00
|
||
a.m. and 6:00 p.m. from Thursday, November 2, 2023, to Tuesday, November 7, 2023
|
||
(excluding Saturday, Sunday and public holiday in Hong Kong).
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by HK eIPO White Form ”
|
||
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.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by HK eIPO
|
||
White 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.
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the Global Offering is set out below:
|
||
• Top 1, 5, 10, 20 and 25 of the placees in the International Offering:
|
||
Placee Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing
|
||
Top 1 5,981,000 5,981,000 5,981,000 29.44% 26.49% 0.94% 0.77%
|
||
Top 5 11,976,500 11,976,500 11,976,500 58.94% 53.05% 1.88% 1.54%
|
||
Top 10 14,331,000 14,331,000 14,331,000 70.53% 63.48% 2.25% 1.84%
|
||
Top 20 17,811,000 17,811,000 17,811,000 87.65% 78.89% 2.80% 2.28%
|
||
Top 25 19,126,000 19,126,000 19,126,000 94.13% 84.71% 3.00% 2.45%
|
||
• Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing (1)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares (1)
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing (1)
|
||
Top 1 – 125,850,476 166,522,406 – – 19.77% 21.35%
|
||
Top 5 – 294,271,149 419,947,723 – – 46.22% 53.85%
|
||
Top 10 – 392,560,404 524,486,978 – – 61.66% 67.26%
|
||
Top 20 5,981,000 476,049,377 607,975,951 29.44% 26.49% 74.78% 77.96%
|
||
Top 25 5,981,000 500,478,977 632,405,551 29.44% 26.49% 78.62% 81.09%
|
||
Note:
|
||
1. Save as the 5,981,000 H Shares subscribed by a cornerstone investor, the other H Shares as shown in this
|
||
table represents the H Shares to be converted from domestic Shares upon Listing.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
• Top 1, 5, 10, 20 and 25 of all the holders of the H Shares of the Company upon Listing:
|
||
H Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing
|
||
Top 1 – 126,315,789 126,315,789 – – 19.84% 16.20%
|
||
Top 5 – 346,493,372 387,165,302 – – 54.43% 49.65%
|
||
Top 10 – 416,448,204 463,370,134 – – 65.42% 59.42%
|
||
Top 20 5,981,000 486,299,377 533,221,307 29.44% 26.49% 76.39% 68.38%
|
||
Top 25 5,981,000 507,848,840 554,770,770 29.44% 26.49% 79.77% 71.14%
|
||
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 H Shares could
|
||
move substantially even with a small number of H Shares traded, and should exercise extreme
|
||
caution when dealing in the H Shares.
|