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.
804 lines
43 KiB
Plaintext
804 lines
43 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 Offer Price has been determined at HK$3.60 per Offer Share (exclusive of brokerage
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of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock
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Exchange trading fee of 0.00565%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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• Based on the Offer Price of HK$3.60 per Offer Share, the net proceeds from the Global
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Offering to be received by the Company, after deduction of the underwriting fees and
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commissions and estimated expenses payable by the Company in connection with the
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Global Offering, are estimated to be approximately HK$187.5 million. The Company
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intends to use the net proceeds from the Global Offering in accordance with the purposes
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as set out in the section headed “Net Proceeds from the Global Offering ” in this
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announcement.
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• As no over-allocation of International Offer Shares has been made, the Over-allotment
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Option has not been and will not be exercised, and no additional proceeds are expected to
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be received by the Company in this connection.
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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
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been moderately over-subscribed. A total of 1,373 valid applications have been received
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pursuant to the Hong Kong Public Offering through the White Form eIPO service and
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through the CCASS EIPO service for a total of 11,619,000 Hong Kong Offer Shares,
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representing approximately 1.54 times of the total number of 7,560,000 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 of the
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total number of the Offer Shares initially available for subscription under the Hong Kong
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Public Offering, the reallocation procedure as described in the section headed “Structure of
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the Global Offering { Hong Kong Public Offering – Reallocation ” in the Prospectus has
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not taken place. The final number of Offer Shares under the Hong Kong Public Offering
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is 7,560,000 Offer Shares, representing 10% of the total number of Offer Shares initially
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available under the Global Offering, which have been allocated to 1,373 successful
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applicants under the Hong Kong Public Offering.
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--- page 2 ---
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4
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INTERNATIONAL OFFERING
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• The Offer Shares initially offered under the International Offering have been slightly over-
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subscribed, representing approximately 1.35 times of the total number of Offer Shares
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initially available under the International Offering. The final number of International Offer
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Shares available under the International Offering is 68,040,000 Shares, representing 90%
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of the total number of Offer Shares initially available under the Global Offering (given that
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the Over-allotment Option has not been and will not be exercised).
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• There are a total of 153 placees under the International Offering. A total of 100 placees
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have been allotted five board lots of International Offer Shares or less, representing
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approximately 65.36% of the total number of placees under the International Offering.
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A total of 96 placees have been allotted one board lot of International Offer Shares,
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representing approximately 62.75% of the total number of placees under the International
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Offering.
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• The International Offering has been conducted in compliance with the Placing Guidelines
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for Equity Securities as set out in Appendix 6 to the Listing Rules (the “Placing
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Guidelines ”). None of the Offer Shares were allocated to any core connected person as
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defined in the Listing Rules, Directors or existing Shareholders, or their respective close
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associates (as such term is defined in the Listing Rules), or persons set out in paragraphs
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5(1) and 5(2) of the Placing Guidelines, whether in their own names or through nominees.
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None of the Sole Sponsor, the Sponsor-OC, the Overall Coordinator, the Sole Global
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Coordinator, the Joint Bookrunners, the Joint Lead Managers, the Co-Managers, the
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Underwriters, the Capital Market Intermediaries or their respective affiliated companies
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and connected clients (as set out in Appendix 6 to the Listing Rules) has taken up any
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Offer Shares for its own benefit under the Global Offering.
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--- page 3 ---
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5
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CONFIRMATIONS OF PUBLIC SHAREHOLDERS IN THE HONG KONG PUBLIC
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OFFERING AND PLACEES IN THE INTERNATIONAL OFFERING
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• The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by public Shareholders in the Hong Kong Public Offering
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and placees in the International Offering has been directly or indirectly financed by the
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Company, any of the Directors, supervisors, chief executive, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries
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or any of their respective close associates; and (ii) none of the public Shareholders in the
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Hong Kong Public Offering and placees in the International Offering who have subscribed
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for the Offer Shares is accustomed to taking instructions from the Company, any of the
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Directors, supervisors, chief executive, Controlling Shareholders, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or any of their respective
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close associates in relation to the acquisition, disposal, voting or other disposition of the
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Shares registered in their name or otherwise held by them.
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Over-allotment Option
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• No over-allocation of International Offer Shares has been made. Accordingly, the Over-
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allotment Option has not been and will not be exercised. In view of the fact that there has
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been no over-allocation in the International Offering, there has been no delayed delivery
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arrangement with any investor under the International Offering, and no stabilisation
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activities as described in the Prospectus are expected to take place during the stabilising
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period (which will begin on the Listing Date and end on the 30th day after the last day
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for the lodging of applications under the Hong Kong Public Offering, i.e. Wednesday, 2
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August 2023).
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Cornerstone Investor
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• Based on the Offer Price of HK$3.60 per Offer Share (inclusive of brokerage fee, SFC
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transaction levy, AFRC transaction levy and Stock Exchange trading fee), pursuant to the
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Cornerstone Investment Agreement, the Cornerstone Investor has agreed to subscribe for
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a total of 14,823,000 H Shares, representing in aggregate approximately (i) 19.6% of the
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Offer Shares, given that the Over-allotment Option has not been and will not be exercised;
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(ii) 4.9% of the total Shares in issue upon completion of the Global Offering, given that the
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Over-allotment Option has not been and will not be exercised.
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• Please refer to the section headed “Cornerstone Investor ” in the Prospectus for further
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details of the Cornerstone Investor.
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LOCK-UP OBLIGATIONS
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• The Company, each of the Controlling Shareholders, the existing Shareholders and the
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Cornerstone Investor are subject to certain lock-up obligations as set out in the section
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headed “Lock-up Obligations ” in this announcement.
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SHAREHOLDING CONCENTRATION ANALYSIS
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• A shareholding concentration analysis based on the allotment results under the Global
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Offering is set out in the section headed “Shareholding Concentration Analysis ” 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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• The final Offer Price, the level of indication of interest in the International Offering and the
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results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering
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successfully applied for through the White Form eIPO service or through the CCASS
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EIPO service, including the Hong Kong identity card/passport/Hong Kong business
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registration numbers of successful applicants under the Hong Kong Public Offering will be
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available at the times and dates and in the manner specified below:
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• in this announcement posted on the Company ’s website at http://www.hjkj.cn and
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the Stock Exchange ’s website at www.hkexnews.hk by no later than 8:00 a.m. on
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Friday, 7 July 2023. Please note that the list of identification document numbers in this
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announcement may not be a complete list of successful applicants since only successful
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applicants whose identification document numbers are provided to HKSCC by CCASS
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Participants are disclosed. Applicants with beneficial names only but not identification
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document numbers are not disclosed due to personal privacy issue as elaborated below.
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Applicants who applied for the H Shares through their brokers can consult their brokers to
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enquire about their application result;
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• 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 on a 24-hour
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basis from 8:00 a.m. on Friday, 7 July 2023 to 12:00 midnight on Thursday, 13 July 2023;
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and
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• from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00
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a.m. and 6:00 p.m. on Friday, 7 July 2023, Monday, 10 July 2023, Tuesday, 11 July 2023
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and Wednesday, 12 July 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 ” refer to Hong Kong identity card numbers/passport numbers/Hong Kong
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business registration numbers/certificate of incorporation numbers/beneficial owner
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identification codes (if such applications are made by nominees as agent for the benefit of
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another person) whereas those displayed in the section headed “Results of Applications
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Made by Giving Electronic Application Instructions to HKSCC via CCASS ” are provided
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by CCASS Participants via CCASS. Therefore, the identification document numbers shown
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in the two sections are different in nature.
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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
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Made by White Form eIPO ” 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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--- page 5 ---
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7
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DESPATCH/COLLECTION OF H SHARE CERTIFICATES/e -REFUND PAYMENT
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INSTRUCTIONS/REFUND CHEQUES
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• Applicants who applied for 1,000,000 Hong Kong Offer Shares or more through the White
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Form eIPO service and who have been successfully or partially successfully allocated
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Hong Kong Offer Shares and are eligible to collect H Share certificates in person may
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collect H Share certificates from the H Share Registrar, Computershare Hong Kong
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Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen ’s
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Road East, Wan Chai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, 7 July 2023, or
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any other place or date notified by the Company as the date of despatch/collection of H
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Share certificates/e-Refund payment instructions/refund cheques.
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• If an applicant does not collect his/her/its H Share certificate(s) and/or refund cheque(s)
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(where applicable) personally within the time specified for collection, they will be sent to
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the address specified in his/her/its application instructions by ordinary post at his/her/its
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own risk.
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• H Share certificates for Hong Kong Offer Shares allotted to applicants who applied for
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less than 1,000,000 Hong Kong Offer Shares through the White Form eIPO service
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are expected to be despatched to those entitled to the address specified in the relevant
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application instructions through the White Form eIPO service by ordinary post at their
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own risk on or before Friday, 7 July 2023.
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• H Share certificates for Hong Kong Offer Shares allotted to applicants who applied through
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the White Form eIPO service, which are either not available for personal collection, or
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which are available but are not collected in person by 1:00 p.m. on Friday, 7 July 2023, are
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expected to be despatched 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 Friday, 7 July 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 certificate(s) issued in the
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name of HKSCC Nominees Limited and deposited 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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Participants who gave electronic application instructions on their behalf on Friday, 7 July
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2023, or on any other date determined by HKSCC or HKSCC Nominees.
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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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--- 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 Friday, 7 July 2023 or such other date as shall be determined by
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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 the
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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 the CCASS Investor
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Participants bank accounts. 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 refund amount credited to their respective designated bank
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accounts (if any).
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• Applicants who applied through the White Form eIPO 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-Refund payment instructions. Applicants
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who have applied through the White Form eIPO service and paid the application monies
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through multiple bank accounts will have refund monies (if any) despatched to the
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addresses specified on the White Form eIPO application in the form of refund cheque(s)
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in favour of the applicant (or, in the case of joint applications, the first-named applicant)
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by ordinary post at their own risk on or before Friday, 7 July 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 the relevant applicants ’
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designated bank accounts or the designated bank accounts of their broker or custodian on
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Friday, 7 July 2023.
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• H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, 10
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July 2023, provided that the Global Offering has become unconditional in all respects
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at or before that time and the right of termination as described in the paragraph headed
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“Underwriting { Underwriting Arrangements and Expenses – Hong Kong Public Offering
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{ Grounds for termination ” in the 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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--- page 7 ---
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9
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PUBLIC FLOAT
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• The Directors confirm that immediately following the completion of the Global Offering,
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(a) no placee will, individually, be placed more than 10% of the enlarged issued share
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capital of the Company immediately after the Global Offering; (b) there will not be any
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new substantial shareholder (as defined in the Listing Rules) of the Company immediately
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after the Global Offering; (c) the total number of H Shares of the Company held by the
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public represents at least 25% of the Company ’s total number of issued Shares, and the
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Company will have a market capitalisation of at least HK$125 million held by the public,
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satisfying Rules 8.08(1) and 8.09(1) of the Listing Rules; (d) the three largest public
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Shareholders do not hold more than 50% of the H Shares held in public hands at the time
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of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (e) there
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will be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2)
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of the Listing Rules.
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COMMENCEMENT OF DEALINGS
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• Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong
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Kong on Monday, 10 July 2023, it is expected that dealings in the H Shares on the Stock
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Exchange will commence at 9:00 a.m. in Hong Kong on Monday, 10 July 2023. The H
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Shares will be traded in board lots of 1,000 H Shares each and the stock code of the H
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Shares will be 2481.
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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$3.60 per Offer Share (exclusive of brokerage of 1%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading
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fee of 0.00565%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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Based on the Offer Price of HK$3.60 per Offer Share, the net proceeds from the Global Offering
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to be received by the Company, after deduction of the underwriting fees and commissions and
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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$187.5 million. The Company intends to use the net proceeds for the
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following purposes:
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• approximately HK$93.7 million (equivalent to approximately RMB85.3 million), representing
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approximately 50.0% of the net proceeds from the Global Offering, will be used for
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construction of new peak-shaving boiler (which will be a coal-fired boiler) in our heat source
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peak-shaving station for our Lanzhou New Area Project (ணධ
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ͦ) (the “Lanzhou Peak-shaving Boiler Construction ”). The construction activities mainly
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consist of (i) construction of new coal-fired boiler and relevant supporting equipment; (ii)
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construction of heat source peak-shaving station and supporting infrastructure; and (iii) other
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ancillary construction activities such as installation of transmission line.
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--- page 8 ---
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10
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• approximately HK$75.0 million (equivalent to approximately RMB68.2 million), representing
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approximately 40.0% of the net proceeds from the Global Offering, will be used for the
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construction of primary distribution pipelines and heat service facilities, procurement of
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relevant equipment and devices for our heat service operation and future expansion of
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our Xinmi Project (ධͦ ) (the “Xinmi Project Preparation and
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Expansion ”). The Xinmi Project Preparation and Expansion includes (i) construction of
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primary distribution pipeline networks; (ii) procurement of raw materials for the construction
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of primary distribution pipeline networks; and (iii) engagement of third-party contractors for
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construction related services including design and consultancy services.
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F
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• approximately HK$18.8 million (equivalent to approximately RMB17.1 million), representing
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approximately 10.0% of the net proceeds from the Global Offering, will be used as working
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capital and other general corporate purposes.
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As no over-allocation of International Offer Shares has been made, the Over-allotment Option has
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not been and will not be exercised, and no additional proceeds are expected to be received by the
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Company in this connection.
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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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moderately over-subscribed. A total of 1,373 valid applications have been received pursuant to the
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Hong Kong Public Offering through the White Form eIPO service and through the CCASS EIPO
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service for a total of 11,619,000 Hong Kong Offer Shares, representing approximately 1.54 times
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of the total number of 7,560,000 Hong Kong Offer Shares initially available for subscription under
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the Hong Kong Public Offering, among which:
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• 1,370 valid applications in respect of a total of 6,619,000 Hong Kong Offer Shares were
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for the Hong Kong Public Offering with an aggregate subscription amount based on the
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maximum Offer Price of HK$4.20 per Offer Share (excluding 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%) of HK$5 million or less, representing approximately 1.75 times
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of the 3,780,000 Hong Kong Offer Shares initially comprised in Pool A of the Hong Kong
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Public Offering; and
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• 3 valid applications in respect of a total of 5,000,000 Hong Kong Offer Shares were for the
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Hong Kong Public Offering with an aggregate subscription amount based on the maximum
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Offer Price of HK$4.20 per Offer Share (excluding 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
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of 0.00565%) of more than HK$5 million, representing approximately 1.32 times of the
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3,780,000 Hong Kong Offer Shares initially comprised in Pool B of the Hong Kong Public
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Offering.
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No application has been rejected due to invalid application. No multiple or suspected multiple
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application has been identified and rejected. No application has been rejected due to dishonored
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payments. No application for more than 3,780,000 Hong Kong Offer Shares (being 50% of the
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Hong Kong Offer Shares initially available under the Hong Kong Public Offering) has been
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identified.
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--- page 9 ---
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11
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As the over-subscription in the Hong Kong Public Offering is less than 15 times of the total
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number of the Offer Shares initially available for subscription under the Hong Kong Public
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Offering, and the Overall Coordinator and the Sole Global Coordinator have decided not to
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exercise their authority to reallocate Offer Shares originally included in the International Offering
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to the Hong Kong Public Offering in accordance with the Guidance Letter HKEX-GL91-18, no
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reallocation procedure as described in the section headed “Structure of the Global Offering {
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Hong Kong Public Offering – Reallocation ” in the Prospectus has taken place. The final number
|
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of Offer Shares under the Hong Kong Public Offering is 7,560,000 Offer Shares, representing
|
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10% of the total number of Offer Shares initially available under the Global Offering, which have
|
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been allocated to 1,373 successful applicants under the Hong Kong Public Offering. A total of 921
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applicants have been allotted with one board lot of Offer Shares.
|
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The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the
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basis set out in the section headed “Basis of Allocation under the Hong Kong Public Offering ”
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below.
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INTERNATIONAL OFFERING
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The Offer Shares initially offered under the International Offering have been slightly
|
||
over-subscribed. A total of 91,656,000 International Offer Shares have been subscribed,
|
||
representing approximately 1.35 times of the total number of Offer Shares initially available under
|
||
the International Offering. The final number of International Offer Shares available under the
|
||
International Offering is 68,040,000 Shares, representing 90% of the total number of Offer Shares
|
||
initially available under the Global Offering.
|
||
There are a total of 153 placees under the International Offering. No over-allocation of
|
||
International Offer Shares has been made. A total of 100 placees have been allotted five board lots
|
||
of International Offer Shares or less, representing approximately 65.36% of the total number of
|
||
placees under the International Offering. These placees have been allotted approximately 0.15%
|
||
of the International Offer Shares initially available under the International Offering. A total of 96
|
||
placees have been allotted one board lot of International Offer Shares, representing approximately
|
||
62.75% of the total number of placees under the International Offering. These placees have
|
||
been allotted approximately 0.14% of the International Offer Shares initially available under the
|
||
International Offering.
|
||
The International Offering has been conducted in compliance with the Placing Guidelines. None
|
||
of the Offer Shares were allocated to any core connected person as defined in the Listing Rules,
|
||
Directors or existing Shareholders, or their respective close associates (as such term is defined
|
||
in the Listing Rules), or persons set out in paragraphs 5(1) and 5(2) of the Placing Guidelines,
|
||
whether in their own names or through nominees. None of the Sole Sponsor, the Sponsor-OC, the
|
||
Overall Coordinator, the Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers,
|
||
the Co-Managers, the Underwriters, the Capital Market Intermediaries or their respective affiliated
|
||
companies and connected clients (as set out in Appendix 6 to the Listing Rules) has taken up any
|
||
Offer Shares for its own benefit under the Global Offering.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
CONFIRMATIONS OF PUBLIC SHAREHOLDERS IN THE HONG KONG PUBLIC
|
||
OFFERING AND PLACEES IN THE INTERNATIONAL OFFERING
|
||
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 directly or indirectly financed by the Company, any of
|
||
the Directors, supervisors, chief executive, Controlling Shareholders, substantial Shareholders,
|
||
existing Shareholders of the Company or any of its subsidiaries or any of their respective close
|
||
associates; and (ii) none of the public Shareholders in the Hong Kong Public Offering and placees
|
||
in the International Offering who have subscribed for the Offer Shares is accustomed to taking
|
||
instructions from the Company, any of the Directors, supervisors, chief executive, Controlling
|
||
Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its
|
||
subsidiaries or any of 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.
|
||
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 Coordinator and the Sole Global
|
||
Coordinator on behalf of the International Underwriters, at any time within 30 days from the last
|
||
day for lodging applications under the Hong Kong Public Offering (the last day for exercise of
|
||
the Over-allotment Option being Wednesday, 2 August 2023), to require the Company to allot and
|
||
issue up to 11,340,000 additional H Shares, representing 15% of the number of H Shares initially
|
||
being offerred under the Global Offering, at the Offer Price to solely cover over-allocations in the
|
||
International Offering.
|
||
No over-allocation of International Offer Shares has been made. Accordingly, the Over-allotment
|
||
Option has not been and will not be exercised. In view of the fact that there has been no
|
||
over-allocation in the International Offering, there has been no delayed delivery arrangement with
|
||
any investor under the International Offering, and no stabilisation activities as described in the
|
||
Prospectus are expected to take place during the stabilising period (which will begin on the Listing
|
||
Date and end on the 30th day after the last day for the lodging of applications under the Hong
|
||
Kong Public Offering, i.e. Wednesday, 2 August 2023).
|
||
The Company will ensure or procure that a public announcement in compliance with the Securities
|
||
and Futures (Price Stabilizing) Rules will be issued within seven days after the end of the
|
||
stabilising period.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
Cornerstone Investor
|
||
Based on the Offer Price of HK$3.60 per Offer 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 Agreement as disclosed in the
|
||
section headed “Cornerstone Investor ” in the Prospectus, the number of Offer Shares placed to the
|
||
Cornerstone Investor is set out below:
|
||
Investment
|
||
Amount (1)
|
||
Number of
|
||
Offer Shares
|
||
(rounded down
|
||
to nearest
|
||
whole board
|
||
lot of 1,000
|
||
H Shares)
|
||
Approximate
|
||
% of the
|
||
Offer Shares (2)
|
||
Approximate
|
||
% of the
|
||
total Shares in
|
||
issue immediately
|
||
following the
|
||
completion of
|
||
Global Offering (2)
|
||
Jiang Gang International Investment
|
||
Company Limited RMB50,000,000 14,823,000 19.6 4.9
|
||
Note:
|
||
(1) Including brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee.
|
||
(2) The Overall Coordinator and the Sole Global Coordinator confirm that no over-allocation of International Offer
|
||
Shares has been made and the Over-allotment Option has not been and will not be exercised.
|
||
To the best knowledge of the Company, (i) the Cornerstone Investor is an Independent Third
|
||
Party; (ii) the subscriptions of the Offer Shares by the Cornerstone Investor is not financed directly
|
||
or indirectly by the Company, the Directors, supervisors, Controlling Shareholders, substantial
|
||
Shareholders and existing Shareholders of the Company, or any of their subsidiaries or respective
|
||
close associates; and (iii) the Cornerstone Investor is not accustomed to take instructions from the
|
||
Company, Directors, supervisors, Controlling Shareholders, substantial Shareholders and existing
|
||
Shareholders of the Company or any of their subsidiaries or respective close associates in relation
|
||
to the acquisition, disposal, voting or other disposition of the Offer Shares. The Cornerstone
|
||
Placing will form part of the International Offering and the Cornerstone Investor will not subscribe
|
||
for any Offer Shares under the Global Offering (other than pursuant to the Cornerstone Investment
|
||
Agreement). The Offer Shares to be subscribed by the Cornerstone Investor will rank pari passu
|
||
in all respects with the other fully paid H Shares in issue immediately upon completion of the
|
||
Global Offering and will be counted towards the public float of the Company under Rule 8.08 of
|
||
the Listing Rules and in compliance with the requirement under Rule 8.08(3) of the Listing Rules.
|
||
Immediately following the completion of the Global Offering, the Cornerstone Investor will not
|
||
become a substantial shareholder of the Company, nor will the Cornerstone Investor have any
|
||
Board representation in the Company.
|
||
As confirmed by the Cornerstone Investor, (i) its subscription under the Cornerstone Placing would
|
||
be financed by its internal resources and/or the financial resources of its shareholders; (ii) there
|
||
are no side agreements/arrangement between the Company and the Cornerstone Investor or any
|
||
benefit, direct or indirect, conferred on the Cornerstone Investor by virtue of or in relation to the
|
||
Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the Offer
|
||
Price; and (iii) neither the Cornerstone Investor nor any of its shareholders is listed on any stock
|
||
exchange, and all necessary approvals (including approvals from its shareholders, if relevant) have
|
||
been obtained with respect to its subscription under the Cornerstone Placing.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
The Cornerstone Investor has agreed that without the prior written consent of each of our
|
||
Company, the Sponsor-OC, the Overall Coordinator and the Sole Global Coordinator (for
|
||
themselves and on behalf of the Underwriters) and the Sole Sponsor, it will not, whether directly
|
||
or indirectly, at any time during the period of six months starting from and inclusive of the Listing
|
||
Date (the “Lock-up Period ”), dispose of any of the Offer Shares it purchased pursuant to the
|
||
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to any
|
||
of its wholly-owned subsidiaries/companies which will be bound by the same obligations of such
|
||
Cornerstone Investor, including the Lock-up Period restriction.
|
||
Other than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, the
|
||
Cornerstone Investor does not have any preferential rights in the Cornerstone Investment
|
||
Agreement compared with other public Shareholders.
|
||
Please refer to the section headed “Cornerstone Investor ” in the Prospectus for further details
|
||
relating to the Cornerstone Investor.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the paragraph headed “Structure of the
|
||
Global Offering { Conditions of the Global Offering ” in the Prospectus, 1,373 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
|
||
1,000 921 1,000 Shares 100.00%
|
||
2,000 212 2,000 Shares 100.00%
|
||
3,000 51 3,000 Shares 100.00%
|
||
4,000 20 4,000 Shares 100.00%
|
||
5,000 35 5,000 Shares 100.00%
|
||
6,000 8 6,000 Shares 100.00%
|
||
7,000 8
|
||
6,000 Shares plus 2 out of 8 to
|
||
receive additional 1,000 Shares 89.29%
|
||
8,000 3 7,000 Shares 87.50%
|
||
9,000 2
|
||
7,000 Shares plus 1 out of 2 to
|
||
receive additional 1,000 Shares 83.33%
|
||
10,000 54 8,000 Shares 80.00%
|
||
15,000 6 10,000 Shares 66.67%
|
||
20,000 11 12,000 Shares 60.00%
|
||
25,000 5 14,000 Shares 56.00%
|
||
30,000 8 16,000 Shares 53.33%
|
||
35,000 3 18,000 Shares 51.43%
|
||
40,000 1 20,000 Shares 50.00%
|
||
45,000 8 22,000 Shares 48.89%
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
50,000 3 24,000 Shares 48.00%
|
||
60,000 1 27,000 Shares 45.00%
|
||
70,000 1 30,000 Shares 42.86%
|
||
80,000 1 33,000 Shares 41.25%
|
||
90,000 1 36,000 Shares 40.00%
|
||
100,000 2 39,000 Shares 39.00%
|
||
350,000 2 98,000 Shares 28.00%
|
||
450,000 1 104,000 Shares 23.11%
|
||
500,000 1 105,000 Shares 21.00%
|
||
700,000 1 140,000 Shares 20.00%
|
||
1,370
|
||
Total number of Pool A successful
|
||
applicants: 1,370
|
||
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
|
||
1,500,000 2 1,135,000 Shares 75.67%
|
||
2,000,000 1 1,510,000 Shares 75.50%
|
||
3
|
||
Total number of Pool B successful
|
||
applicants: 3
|
||
The final number of Offer Shares comprising the Hong Kong Public Offering is 7,560,000 Offer
|
||
Shares, representing 10% of the total number of Offer Shares initially available under the Global
|
||
Offering.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
LOCK-UP OBLIGATIONS
|
||
The Company, each of the Controlling Shareholders, the existing Shareholders and the Cornerstone
|
||
Investor are subject to lock-up obligations (the “Lock-up Obligations ”) in respect of our Shares.
|
||
The major terms of the Lock-up Obligations are set out as follows:
|
||
Name Class of shares
|
||
Number of
|
||
Shares subject
|
||
to the Lock-
|
||
up Obligations
|
||
after Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Obligations
|
||
after Listing (1)
|
||
Last day of the
|
||
lock-up period
|
||
The Company (subject to lock-up obligations
|
||
pursuant to the Listing Rules and the Hong
|
||
Kong Underwriting Agreement)
|
||
N/A N/A N/A 9 January 2024 (2)
|
||
Controlling Shareholders (subject to lock-up
|
||
obligations pursuant to the Listing Rules, the
|
||
Hong Kong Underwriting Agreement and
|
||
applicable PRC laws)
|
||
Shuangliang Technology (3) Unlisted Shares
|
||
(Domestic Shares)
|
||
150,000,000 49.75% 9 July 2024 (5)
|
||
Jiangsu Lichuang (4) Unlisted Shares
|
||
(Domestic Shares)
|
||
51,000,000 16.91% 9 July 2024 (5)
|
||
All other existing Shareholders (excluding
|
||
Controlling Shareholders) (subject to lock-up
|
||
obligations pursuant to the applicable PRC
|
||
laws)
|
||
Mr. Li Baoshan Unlisted Shares
|
||
(Domestic Shares)
|
||
6,000,000 1.99% 9 July 2024 (5)
|
||
Mr. Gu Dongsheng Unlisted Shares
|
||
(Domestic Shares)
|
||
2,500,000 0.83% 9 July 2024 (5)
|
||
Mr. Liu Jiansheng Unlisted Shares
|
||
(Domestic Shares)
|
||
2,500,000 0.83% 9 July 2024 (5)
|
||
Mr. Liu Jing Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Mr. Shan Yulin Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Mr. Li Fenglin Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
Name Class of shares
|
||
Number of
|
||
Shares subject
|
||
to the Lock-
|
||
up Obligations
|
||
after Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Obligations
|
||
after Listing (1)
|
||
Last day of the
|
||
lock-up period
|
||
Mr. Liu Guoyin Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Mr. Wang Xiaosong Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Mr. Geng Ming Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Mr. Jiang Shaojun Unlisted Shares
|
||
(Domestic Shares)
|
||
2,000,000 0.66% 9 July 2024 (5)
|
||
Cornerstone Investor (subject to lock-up
|
||
obligations pursuant to the Cornerstone
|
||
Investment Agreement)
|
||
H shares 14,823,000 4.90% 9 January 2024 (6)
|
||
Notes:
|
||
(1) The Overall Coordinator and the Sole Global Coordinator confirm that no over-allocation of International Offer
|
||
Shares has been made and the Over-allotment Option has not been and will not be exercised.
|
||
(2) The Company may not issue Shares on or before the indicated date except otherwise permitted by the Listing
|
||
Rules.
|
||
(3) The registered capital of Shuangliang Technology is held as to 20% by Mr. Miao Shuangda, 15% by Mr. Miao
|
||
Wenbin, 10% by Mr. Miao Zhiqiang, 10% by Ms. Miao Shuya, 10% by Mr. Miao Heida, 15% by Mr. Jiang
|
||
Rongfang, 10% by Mr. Ma Peilin and 10% by Mr. Ma Fulin.
|
||
(4) The registered capital of Jiangsu Lichuang is held as to 20% by Mr. Miao Shuangda, 15% by Mr. Miao Wenbin,
|
||
10% by Mr. Miao Zhiqiang, 10% by Ms. Miao Shuya, 10% by Mr. Miao Heida, 15% by Mr. Jiang Rongfang,
|
||
10% by Mr. Ma Peilin and 10% by Mr. Ma Fulin.
|
||
(5) Pursuant to the applicable PRC laws, within the 12 months following the Listing Date, each of the existing
|
||
Shareholders (including the Controlling Shareholders) could not dispose of any of the Shares held by them.
|
||
(6) The Cornerstone Investor shall not dispose of, in any way, any of the Offer Shares it has subscribed for pursuant
|
||
to the Cornerstone Investment Agreement (the “Cornerstone Shares ”) or any interest in any company or entity
|
||
holding any of such Cornerstone Shares on or before the indicated date. For details of the Cornerstone Investor,
|
||
please see the section headed “Cornerstone Investor ” in the Prospectus.
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International 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
|
||
Offering
|
||
Subscription as %
|
||
of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares as %
|
||
of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total share
|
||
capital
|
||
in issue
|
||
Top 1 15,660,000 15,660,000 15,660,000 23.02% 20.71% 20.71% 5.19%
|
||
Top 5 40,547,000 40,547,000 40,547,000 59.59% 53.63% 53.63% 13.44%
|
||
Top 10 52,948,000 52,948,000 52,948,000 77.82% 70.04% 70.04% 17.56%
|
||
Top 20 61,019,000 61,019,000 61,019,000 89.68% 80.71% 80.71% 20.23%
|
||
Top 25 63,318,000 63,318,000 63,318,000 93.06% 83.75% 83.75% 20.99%
|
||
• Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription as %
|
||
of International
|
||
Offering
|
||
Subscription as
|
||
% of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares as %
|
||
of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total
|
||
share capital
|
||
in issue
|
||
Top 1 0 0 150,000,000 0 0 0 49.73%
|
||
Top 5 30,483,000 30,483,000 237,483,000 44.80% 40.32% 40.32% 78.74%
|
||
Top 10 46,541,000 46,541,000 253,541,000 68.40% 61.56% 61.56% 84.07%
|
||
Top 20 51,298,000 51,298,000 275,298,000 75.39% 67.85% 67.85% 91.28%
|
||
Top 25 56,968,000 56,968,000 282,968,000 83.73% 75.35% 75.35% 93.82%
|
||
• Top 1, 5, 10, 20 and 25 of all the holders of the H Shares of the Company upon Listing:
|
||
Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription as %
|
||
of International
|
||
Offering
|
||
Subscription as %
|
||
of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares as %
|
||
of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total
|
||
share capital
|
||
in issue
|
||
Top 1 15,660,000 15,660,000 15,660,000 23.02% 20.71% 20.71% 5.19%
|
||
Top 5 40,547,000 40,547,000 40,547,000 59.59% 53.63% 53.63% 13.44%
|
||
Top 10 52,948,000 52,948,000 52,948,000 77.82% 70.04% 70.04% 17.56%
|
||
Top 20 62,906,000 62,906,000 62,906,000 92.45% 83.21% 83.21% 20.86%
|
||
Top 25 65,877,000 65,877,000 65,877,000 96.82% 87.14% 87.14% 21.84%
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
RESULTS OF ALLOCATIONS
|
||
The final Offer Price, the level of indication of interest in the International Offering and the results
|
||
of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering successfully
|
||
applied for through the White Form eIPO service or through the CCASS EIPO service, including
|
||
the Hong Kong identity card/passport/Hong Kong business registration numbers of successful
|
||
applicants under the Hong Kong Public Offering will be available at the times and dates and in the
|
||
manner specified below:
|
||
• in this announcement posted on the Company ’s website at www.hjkj.cn and the Stock
|
||
Exchange ’s website at www.hkexnews.hk by no later than 8:00 a.m. on Friday, 7 July 2023.
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||
Please note that the list of identification document numbers 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 H Shares through
|
||
their brokers can consult their brokers to enquire about their application result;
|
||
• 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 on a 24-hour
|
||
basis from 8:00 a.m. on Friday, 7 July 2023 to 12:00 midnight on Thursday, 13 July 2023;
|
||
and
|
||
• from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00
|
||
a.m. and 6:00 p.m. on Friday, 7 July 2023, Monday, 10 July 2023, Tuesday, 11 July 2023 and
|
||
Wednesday, 12 July 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 ” 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 ” 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 White
|
||
Form eIPO ” 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.
|