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.
859 lines
43 KiB
Plaintext
859 lines
43 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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SUMMARY
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Final Offer Price
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• The final Offer Price has been determined at HK$5.13 per Offer Share (exclusive of
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brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of 0.00015%).
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Net Proceeds from the Global Offering
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• Based on the final Offer Price of HK$5.13 per Offer Share, the net proceeds from the
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Global Offering to be received by the Company, after deduction of the underwriting fees
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and commissions and estimated expenses payable by the Company in connection with the
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Global Offering, are estimated to be approximately HK$83.5 million (assuming the Over-
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allotment Option is not exercised and excluding any Shares that may be issued under the
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Post-IPO Share Scheme). The estimated total listing expenses (assuming that the Over-
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allotment Option is not exercised and excluding any Shares that may be issued under
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the Post-IPO Share Scheme) are approximately HK$62.2 million, or 42.7% of the gross
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proceeds of the Global Offering, comprising underwriting fees of HK$5.9 million, fees and
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expenses of legal advisors and Reporting Accountants of HK$32.7 million and other fees
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and expenses of HK$23.6 million. The Company intends to use the net proceeds from the
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Global Offering in the manner as set out in the paragraph headed “Net Proceeds from the
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Global Offering ” in this announcement.
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• If the Over-allotment Option is exercised in full, the Company will receive additional
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net proceeds of approximately HK$21.0 million for 4,258,000 additional Offer Shares to
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be issued and allotted upon the exercise of the Over-allotment Option, after deduction of
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underwriting fees and commissions and estimated expenses payable by the Company in
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connection with the Global Offering, which will be allocated on a pro rata basis according
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to the use of proceeds as set out in the paragraph headed “Net Proceeds from the Global
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Offering ” in this announcement.
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APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
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Hong Kong Public Offering
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• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have
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been moderately oversubscribed. A total of 2,344 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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giving electronic application instructions to HKSCC for a total of 13,531,000 Hong
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Kong Offer Shares, representing approximately 4.77 times of the total number of 2,839,000
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Shares initially available for subscription under the Hong Kong Public Offering.
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• As the oversubscription in the Hong Kong Public Offering is less than 15 times, no
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reallocation of Offer Shares has been effected from the International Offering to the Hong
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Kong Public Offering.
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• The final number of Offer Shares under the Hong Kong Public Offering is 2,839,000 Offer
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Shares, representing 10% of the total number of Offer Shares initially available under
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the Global Offering (before any exercise of the Over-allotment Option and excluding
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any Shares that may be issued under the Post-IPO Share Scheme), and being allocated to
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1,141 successful applicants under the Hong Kong Public Offering, among which 1,010
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applicants have been allotted one board lot of Offer Shares totalling 1,010,000 Shares.
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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
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oversubscribed, representing approximately 1.53 times of the total number of Offer Shares
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initially available under the International Offering. The final number of Offer Shares
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allocated to the placees under the International Offering is 25,551,000 Shares, representing
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90% of the total number of Offer Shares initially available under the Global Offering
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(before any exercise of the Over-allotment Option and excluding any Shares that may be
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issued under the Post-IPO Share Scheme). There has been an over-allocation of 4,258,000
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Offer Shares and there are a total of 114 placees under the International Offering, among
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which 100 placees have been allotted five or fewer board lots of Offer Shares totalling
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107,000 Shares and 96 placees have been allotted one board lot of Offer Shares totalling
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96,000 Shares.
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Placing of Offer Shares to Certain Existing Shareholders under Paragraph 5(2) of the
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Placing Guidelines
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• Under the International Offering, a total of 1,366,000 Offer Shares were allocated to
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Power Bright, an existing Shareholder, representing (i) approximately 4.81% of the Offer
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Shares under the Global Offering; and (ii) approximately 0.48% of the total issued Shares
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immediately upon completion of the Global Offering (assuming the Over-allotment Option
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is not exercised and excluding any Shares that may be issued under the Post-IPO Share
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Scheme). Immediately upon completion of the Global Offering (assuming the Over-
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allotment Option is not exercised and excluding any Shares that may be issued under the
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Post-IPO Share Scheme), Power Bright will in aggregate hold approximately 4.95% of the
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total issued share capital of the Company.
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• Under the International Offering, a total of 2,594,000 Offer Shares were allocated to PCW,
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an existing Shareholder, representing (i) approximately 9.14% of the Offer Shares under
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the Global Offering; and (ii) approximately 0.91% of the total issued Shares immediately
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upon completion of the Global Offering (assuming the Over-allotment Option is not
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exercised and excluding any Shares that may be issued under the Post-IPO Share Scheme).
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Immediately upon completion of the Global Offering (assuming the Over-allotment Option
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is not exercised and excluding any Shares that may be issued under the Post-IPO Share
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Scheme), PCW will in aggregate hold approximately 1.81% of the total issued share capital
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of the Company.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
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a waiver from strict compliance with Rule 10.04 of the Listing Rules and its consent under
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paragraph 5(2) of Appendix 6 to the Listing Rules (the “Placing Guidelines ”) to permit the
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Company to allocate such Offer Shares under the International Offering to Power Bright
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and PCW as placees.
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• To the best knowledge of the Company and save for the fact that the above two placees,
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namely Power Bright and PCW, are existing Shareholders of the Company, (i) none of
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the Offer Shares subscribed for by public Shareholders in the Hong Kong Public Offering
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and placees in the International Offering has been financed directly, or indirectly by the
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Company, the Directors, the chief executive of the Company or any of its subsidiaries,
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the Controlling Shareholders, substantial Shareholders, existing Shareholders, or any of
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their respective close associates, and (ii) none of the public Shareholders in the Hong
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Kong Public Offering and placees in the International Offering who has subscribed for the
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Offer Shares is accustomed to taking instructions from the Company, the Directors, the
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chief executive of the Company or any of its subsidiaries, the Controlling Shareholders,
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substantial Shareholders, existing Shareholders, or any of their respective close associates
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in relation to the acquisition, disposal, voting or other disposition of the Shares registered
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in their name or otherwise held by them.
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--- page 3 ---
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5
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• Save as disclosed in the section headed “International Offering – Placing of Offer Shares
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to Certain Existing Shareholders under Paragraph 5(2) of Placing Guidelines ” in this
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announcement, to the best knowledge, information and belief of the Directors, no Offer
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Shares placed by or through the Overall Coordinators, the Joint Global Coordinators,
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the Joint Bookrunners or the Underwriters under the Global Offering have been placed
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with applicants who are core connected persons (as defined in the Listing Rules) of
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the Company, or to any connected clients (as set out in paragraph 5(1) of the Placing
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Guidelines), or persons set out in paragraph 5(2) of the Placing Guidelines, whether in their
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own names or through nominees.
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Over-allotment Option
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In connection with the Global Offering, the Company has granted the Over-allotment Option
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to the International Underwriters, exercisable by the Overall Coordinators (for themselves and
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on behalf of the International Underwriters), at any time from the Listing Date to Wednesday,
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October 18, 2023, being the 30th day after the last day for lodging applications under the
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Hong Kong Public Offering, to require the Company to issue and allot up to an aggregate of
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4,258,000 additional Offer Shares, representing not more than approximately 15.0% of the
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total number of Offer Shares initially available under the Global Offering, at the Offer Price to
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cover the over-allocations in the International Offering. There has been an over-allocation of
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4,258,000 Offer Shares in the International Offering and such over-allocation will be settled by
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using Shares to be borrowed under the Stock Borrowing Agreement between Lecang Altitude
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and ABCI Securities Company Limited. The return of the borrowed Shares will be settled by
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exercising the Over-allotment Option in full or in part or by making purchases in the secondary
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market or a combination of these means. In the event the Over-allotment Option is exercised,
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an announcement will be made on the Stock Exchange ’s website at www.hkexnews.hk and the
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Company ’s website at www.lcang.com . As of the date of this announcement, the Over-allotment
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Option has not been exercised.
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Lock-up Undertakings
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The Company, the Controlling Shareholders and another existing Shareholder are subject to
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certain lock-up undertakings as set out in the paragraph 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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The Offer Price, the level of indications of interest in the International Offering, the level of
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applications of the Hong Kong Offer Shares and the results of allocations, the Hong Kong
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identity card/passport/Hong Kong business registration numbers of successful applicants under
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the Hong Kong Public Offering will be available at the times and date 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.lcang.com and the
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Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on Friday,
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September 22, 2023 (Hong Kong time). Please note that the list of identification document
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numbers in this announcement may not be a complete list of successful applicants since
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only successful applicants whose identification document numbers are provided to
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HKSCC by CCASS Participants are disclosed. Applicants with beneficial names only but
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not identification document numbers are not disclosed due to personal privacy issue as
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elaborated below. Applicants who applied for the Offer Shares through their brokers can
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consult their brokers to 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, September 22, 2023 (Hong Kong time) to 12:00 midnight
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on Thursday, September 28, 2023 (Hong Kong time); and
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• by telephone enquiry line by calling (852) 2862 8555 between 9:00 a.m. and 6:00 p.m. on
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Friday, September 22, 2023 (Hong Kong time) to Wednesday, September 27, 2023 (Hong
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Kong time) (excluding Saturday, Sunday and Hong Kong public holidays).
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This announcement contains a list of identification document numbers. Identification document
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numbers shown in the section headed “Results of Applications Made by White Form eIPO ”
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refer to Hong Kong identity card numbers/passport numbers/Hong Kong business registration
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numbers/certificate of incorporation numbers/beneficial owner identification codes (if such
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applications are made by nominees as agent for the benefit of another person) whereas
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those displayed in the section headed “Results of Applications Made by Giving Electronic
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Application Instructions to HKSCC via CCASS ” are provided by CCASS Participants via
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CCASS. Therefore, the identification document numbers shown in the two sections are different
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in nature.
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Since applications are subject to personal information collection statements, beneficial owner
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identification codes displayed in the sections headed “Results of Applications Made by White
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Form eIPO ” and “Results of Applications Made by Giving Electronic Application Instructions
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to HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this
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announcement.
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--- page 5 ---
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7
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Despatch/Collection of Share Certificates/e-Refund Payment Instructions/Refund Checks
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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 wholly successfully or partially successfully
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allocated Hong Kong Offer Shares and are eligible to collect Share certificates in person
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may collect Share certificates from the Hong Kong Share Registrar, Computershare Hong
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Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre,
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183 Queen ’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday,
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September 22, 2023 (Hong Kong time), or such other date or place as notified by the
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Company in the newspapers as the date of despatch/collection of Share certificates/
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e-Refund payment instructions/refund checks.
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• Share certificates for the Hong Kong Offer Shares allotted to applicants who applied
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for 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, September 22, 2023.
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• Share certificates for the Hong Kong Offer Shares allocated to applicants who applied
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through the White Form eIPO service which are either not eligible for personal collection
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or which are eligible but are not collected in person by 1:00 p.m. on Friday, September 22,
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2023 (Hong Kong time), are expected to be despatched by ordinary post to those entitled to
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them at their own risk on or before Friday, September 22, 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 Share certificates issued in the name of
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HKSCC Nominees Limited and deposited into CCASS for credit to their CCASS Investor
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Participant stock accounts or the stock accounts of their designated CCASS Participants
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who gave electronic application instructions on their behalf on Friday, September 22,
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2023.
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• Applicants who applied through a designated CCASS Participant (other than a CCASS
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Investor Participant) should check the number of Hong Kong Offer Shares allocated to
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them with that CCASS Participant.
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• Applicants who applied as a CCASS Investor Participant by giving electronic application
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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, September 22, 2023 (Hong Kong time) or such other date as
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shall be determined by HKSCC or HKSCC Nominees. Applicants who applied as a CCASS
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Investor Participant by giving electronic application instructions to HKSCC via CCASS
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may also check the results of their applications and the amount of refund monies payable to
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them via the CCASS Phone System and the CCASS Internet System (under the procedures
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contained in HKSCC ’s “An Operating Guide for Investor Participants ” in effect from time
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to time) immediately after the crediting of the Hong Kong Offer Shares to the CCASS
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Investor Participants stock accounts and the crediting of the refund monies to the CCASS
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Investor Participants bank accounts. HKSCC will also make available to the CCASS
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Investor Participants an activity statement showing the number of Hong Kong Offer
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Shares credited to their stock accounts and the refund amount credited to their respective
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designated bank accounts (if any).
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--- page 6 ---
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8
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• Applicants who applied through the White Form eIPO service and paid the application
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monies from a single bank account will have refund monies (if any) despatched to their
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application payment accounts in the form of e-Refund payment instructions on Friday,
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September 22 2023. Applicants who applied through the White Form eIPO service and
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paid the application monies from multiple bank accounts will have refund monies (if any)
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despatched to the addresses specified on their White Form eIPO applications in the form
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of refund check(s) in favour of the applicant (or, in the case of joint applications, the first-
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named applicant) by ordinary post at their own risk on or before Friday, September 22,
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2023.
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• Refund monies for applicants who have 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 brokers or custodians on
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Friday, September 22, 2023.
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• Share certificates will only become valid evidence of title at 8:00 a.m. on Monday,
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September 25, 2023 (Hong Kong time) provided that the Global Offering has become
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unconditional and the right of termination described in the section headed “Underwriting ”
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in the Prospectus has not been exercised.
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• No temporary document of title will be issued in respect of the Shares. No receipt will be
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issued for sums paid on application.
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Public Float
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• Immediately following the completion of the Global Offering, approximately 32.09% of the
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total issued Shares will be held by the public in compliance with the requirements under
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Rule 8.08 of the Listing Rules.
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• The Directors confirm that (a) no placee will, individually, be placed more than 10% of
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the enlarged issued share capital of the Company immediately after the Global Offering;
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(b) there will not be any new substantial shareholder (as defined in the Listing Rules) of
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the Company immediately after the Global Offering; (c) the number of Shares in public
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hands will satisfy the minimum percentage as approved by the Stock Exchange; (d) the
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three largest public Shareholders do not hold more than 50% of the Shares in public hands
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at the time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and
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(e) there will be at least 300 Shareholders at the time of Listing in compliance with Rule
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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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Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, September
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25, 2023 (Hong Kong time) provided that the Global Offering has become unconditional and the
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right of termination described in the section headed “Underwriting ” in the Prospectus has not
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been exercised. Investors who trade Shares on the basis of publicly available allocation details
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or prior to the receipt of Share certificates or prior to the Share certificates becoming valid
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evidence of title do so entirely at their own risk.
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Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong Kong
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on Monday, September 25, 2023 (Hong Kong time), it is expected that dealings in the Shares on
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the Stock Exchange will commence at 9:00 a.m. on Monday, September 25, 2023 (Hong Kong
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time). The Shares will be traded in board lots of 1,000 Shares each and the stock code of the
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Shares will be 2490.
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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 Shares could
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move substantially even with a small number of Shares traded, and should exercise extreme
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caution when dealing in the Shares.
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--- page 8 ---
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10
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FINAL OFFER PRICE
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The final Offer Price has been determined at HK$5.13 per Offer Share (exclusive of brokerage
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of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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Based on the final Offer Price of HK$5.13 per Offer Share, the net proceeds from the Global
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Offering to be received by the Company, after deduction of 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$83.5 million (assuming the Over-allotment Option is not exercised and
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excluding any Shares that may be issued under the Post-IPO Share Scheme). The estimated total
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listing expenses (assuming that the Over-allotment Option is not exercised and excluding any
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Shares that may be issued under the Post-IPO Share Scheme) are approximately HK$62.2 million,
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or 42.7% of the gross proceeds of the Global Offering, comprising underwriting fees of HK$5.9
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million, fees and expenses of legal advisors and Reporting Accountants of HK$32.7 million and
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other fees and expenses of HK$23.6 million.
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The Company intends to apply the net proceeds as follows:
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• approximately 52.0%, or HK$43.4 million, will be used for setting up logistics facilities,
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including warehouses and container yards, purchasing trucks and investing in software
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systems for warehouse, order and transportation management in the next two years to enhance
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the Company ’s integrated cross-border logistics services, particularly targeting cross-border
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e-commerce merchants, and to meet the needs of its expanding business operation;
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• approximately 4.0%, or HK$3.3 million, will be used for expanding the Company ’s business
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coverage and global network;
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• approximately 7.0%, or HK$5.9 million, will be used for adopting digital technologies and
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upgrading internet service systems in providing integrated cross-border logistics services;
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• approximately 20.0%, or HK$16.7 million, will be used for strategic investments and/or
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acquisitions in businesses or assets that complement the business of the Company;
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• approximately 7.0%, or HK$5.9 million, will be used for establishing a trucking service
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matching platform in China; and
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• approximately 10.0%, or HK$8.3 million, will be used for general corporate purposes and
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working capital needs.
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If the Over-allotment Option is exercised in full, the Company will receive additional net
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proceeds of approximately HK$21.0 million for 4,258,000 additional Offer Shares to be issued
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and allotted upon the exercise of the Over-allotment Option after deduction of underwriting fees
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and commissions and estimated expenses payable by the Company in connection with the Global
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Offering. In the event that the Over-allotment Option is exercised, the Company intends to apply
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the additional net proceeds to the above purposes on a pro rata basis. For further information,
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please refer to the section headed “Future Plans and Use of Proceeds ” in the Prospectus.
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--- page 9 ---
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11
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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 available under the Hong Kong Public Offering have
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been moderately oversubscribed. At the close of the application lists at 12:00 noon on Monday,
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September 18, 2023 (Hong Kong time), a total of 2,344 valid applications have been received
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pursuant to the Hong Kong Public Offering through the White Form eIPO service and giving
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electronic application instructions to HKSCC for a total of 13,531,000 Hong Kong Offer Shares,
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representing approximately 4.77 times of the total number of 2,839,000 Hong Kong Offer Shares
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initially available for subscription under the Hong Kong Public Offering, among which:
|
||
• 2,341 valid applications in respect of a total of 10,531,000 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount based on the
|
||
maximum Offer Price of HK$5.55 per Offer Share of HK$5 million (excluding brokerage of
|
||
1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015%) or less, representing approximately 7.42 times of the 1,420,000
|
||
Hong Kong Offer Shares initially comprised in Pool A; and
|
||
• three valid applications in respect of a total of 3,000,000 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount based on the
|
||
maximum Offer Price of HK$5.55 per Offer Share of more than HK$5 million (excluding
|
||
brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%
|
||
and AFRC transaction levy of 0.00015%), representing approximately 2.11 times of the
|
||
1,419,000 Hong Kong Offer Shares initially comprised in Pool B.
|
||
No application was rejected due to invalid application. No multiple or suspected multiple
|
||
application was identified and rejected. No application was rejected due to dishonored payments.
|
||
No application for more than 1,419,000 Hong Kong Offer Shares (being 50% of the Hong Kong
|
||
Offer Shares initially available under the Hong Kong Public Offering) was identified.
|
||
As the oversubscription in the Hong Kong Public Offering is less than 15 times, no reallocation of
|
||
Offer Shares has been effected from the International Offering to the Hong Kong Public Offering.
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 2,839,000 Offer Shares,
|
||
representing 10% of the total number of Offer Shares initially available under the Global Offering
|
||
(before any exercise of the Over-allotment Option and excluding any Shares that may be issued
|
||
under the Post-IPO Share Scheme), and being allocated to 1,141 successful applicants under the
|
||
Hong Kong Public Offering, among which 1,010 applicants have been allotted one board lot of
|
||
Offer Shares totalling 1,010,000 Shares.
|
||
The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the
|
||
basis set out in the paragraph headed “Basis of Allocation under the Hong Kong Public Offering ”
|
||
below.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
INTERNATIONAL OFFERING
|
||
On September 19, 2023, our Company, the Controlling Shareholders, the Joint Sponsors, the
|
||
Overall Coordinators, the Joint Global Coordinators, ABCI Securities Company Limited and the
|
||
International Underwriters entered into the International Underwriting Agreement in respect of the
|
||
International Offering.
|
||
The Offer Shares initially offered under the International Offering have been slightly
|
||
oversubscribed, representing approximately 1.53 times of the total number of Offer Shares
|
||
initially available under the International Offering. The final number of Offer Shares allocated to
|
||
the placees under the International Offering is 25,551,000 Shares, representing 90% of the total
|
||
number of Offer Shares initially available under the Global Offering (before any exercise of the
|
||
Over-allotment Option and excluding any Shares that may be issued under the Post-IPO Share
|
||
Scheme). There has been an over-allocation of 4,258,000 Offer Shares and there are a total number
|
||
of 114 placees under the International Offering, among which 100 placees have been allotted five
|
||
or fewer board lots of the Offer Shares totalling 107,000 Shares and 96 placees have been allotted
|
||
one board lot of the Offer Shares totalling 96,000 Shares.
|
||
Placing of Offer Shares to Certain Existing Shareholders under Paragraph 5(2) of the Placing
|
||
Guidelines
|
||
Certain Offer Shares were placed to two existing Shareholders. The Company has applied to the
|
||
Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with
|
||
Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of the Placing Guidelines to
|
||
permit the Company to allocate such Offer Shares as set out below.
|
||
Placee
|
||
Shareholding in
|
||
the Company
|
||
immediately after
|
||
the Capitalization Issue
|
||
and before the
|
||
completion of the
|
||
Global Offering
|
||
(Approximate % of
|
||
the Company ’s
|
||
issued share capital)
|
||
Number of Shares
|
||
to be subscribed under
|
||
the Global Offering
|
||
(Approximate % of
|
||
the total Offer Shares
|
||
initially available under
|
||
the Global Offering) (1)
|
||
Total number and
|
||
approximate
|
||
percentage
|
||
of Shares held of
|
||
the Company ’s issued
|
||
share capital
|
||
immediately following
|
||
the completion of
|
||
the Global Offering (1)
|
||
Power Bright 12,701,442 (4.97%) 1,366,000 (4.81%) 14,067,442 (4.95%)
|
||
PCW 2,556,024 (1.00%) 2,594,000 (9.14%) 5,150,024 (1.81%)
|
||
Note:
|
||
(1) Assuming that the Over-allotment Option is not exercised and excluding any Shares that may be issued under
|
||
the Post-IPO Share Scheme.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
Save as disclosed in the above section headed “International Offering – Placing of Offer Shares to
|
||
Certain Existing Shareholders under Paragraph 5(2) of Placing Guidelines ” in this announcement,
|
||
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 or the
|
||
Underwriters under the Global Offering have been placed with applicants who are core connected
|
||
persons (as defined in the Listing Rules) of the Company, or to any connected clients (as set out
|
||
in paragraph 5(1) of the Placing Guidelines), or persons set out in paragraph 5(2) of the Placing
|
||
Guidelines, whether in their own names or through nominees.
|
||
To the best knowledge of the Company and save for the fact that the above two placees, namely
|
||
Power Bright and PCW, are existing Shareholders of the Company, (i) none of the Offer Shares
|
||
subscribed for by public Shareholders in the Hong Kong Public Offering and placees in the
|
||
International Offering has been financed directly or indirectly by the Company, the Directors, the
|
||
chief executive of the Company or any of its subsidiaries, the Controlling Shareholders, substantial
|
||
Shareholders, existing Shareholders, 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 has subscribed for the Offer Shares is accustomed to taking instructions from the Company,
|
||
the Directors, the chief executive of the Company or any of its subsidiaries, the Controlling
|
||
Shareholders, substantial Shareholders, existing Shareholders, 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 Coordinators (for themselves and on behalf
|
||
of the International Underwriters), at any time from the Listing Date to Wednesday, October 18,
|
||
2023, being the 30th day after the last day for lodging applications under the Hong Kong Public
|
||
Offering, to require the Company to issue and allot up to an aggregate of 4,258,000 additional
|
||
Offer Shares, representing not more than approximately 15.0% of the total number of Offer Shares
|
||
initially available under the Global Offering, at the Offer Price to cover the over-allocations in
|
||
the International Offering. There has been an over-allocation of 4,258,000 Offer Shares in the
|
||
International Offering and such over-allocation will be settled by using Shares to be borrowed
|
||
under the Stock Borrowing Agreement between Lecang Altitude and ABCI Securities Company
|
||
Limited. The return of the borrowed Shares will be settled by exercising the Over-allotment Option
|
||
in full or in part or by making purchases in the secondary market or a combination of these means.
|
||
In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
|
||
Exchange ’s website at www.hkexnews.hk and the Company ’s website at www.lcang.com . As of
|
||
the date of this announcement, the Over-allotment Option has not been exercised.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
LOCK-UP UNDERTAKINGS
|
||
The Company, the Controlling Shareholders and another existing Shareholder are subject to
|
||
lock-up undertakings (the “Lock-up Undertakings ”) in respect of the Shares. The major terms of
|
||
the Lock-up Undertakings are as follows:
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon the Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
after Listing (2)
|
||
Last day subject to the
|
||
Lock-up Undertakings
|
||
The Company (subject to lock-up undertakings pursuant to the Listing
|
||
Rules and the Underwriting Agreements)
|
||
N/A N/A March 24, 2024 (1)
|
||
The Controlling Shareholders (subject to lock-up undertakings
|
||
pursuant to the Listing Rules and the Underwriting Agreements) (3)
|
||
158,553,294 55.85% March 24, 2024
|
||
(First Six-Month Period)
|
||
September 24, 2024
|
||
(Second Six-Month Period)
|
||
Existing Shareholder (subject to its lock-up undertaking):
|
||
PCW(4) 5,150,024 1.81% March 24, 2024
|
||
Notes:
|
||
(1) The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules.
|
||
(2) Assuming the Over-allotment Option is not exercised and excluding any Shares that may be issued under the
|
||
Post-IPO Share Scheme.
|
||
(3) This includes the 30,252,600 Shares held by Glorious Sailing which is owned as to approximately 79.53% by
|
||
Mr. Xu (a Controlling Shareholder) and 20.47% by the Employee Pre-IPO Investors, who are subject to lock-
|
||
up undertaking. Each of the Employee Pre-IPO Investors has agreed that he/she will not, at any time prior to
|
||
the end of six months following the Listing Date, dispose any Shares indirectly held by him/her. Please see the
|
||
section headed “History, Reorganization and Corporate Structure – Pre-IPO Investments ” in the Prospectus for
|
||
further details.
|
||
(4) PCW is a Pre-IPO Investor.
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering, approximately 32.09% of the total
|
||
issued Shares will be held by the public in compliance with the requirements under Rule 8.08 of
|
||
the Listing Rules.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
The Directors confirm that (a) no placee will, individually, be placed more than 10% of the
|
||
enlarged issued Shares immediately after the Global Offering; (b) there will not be any new
|
||
substantial shareholder (as defined in the Listing Rules) of the Company immediately after the
|
||
Global Offering; (c) the number of Shares in public hands will satisfy the minimum percentage as
|
||
approved by the Stock Exchange; (d) the three largest public Shareholders do not hold more than
|
||
50% of the Shares in public hands at the time of Listing in compliance with Rules 8.08(3) and
|
||
8.24 of the Listing Rules; and (e) there will be at least 300 Shareholders at the time of Listing in
|
||
compliance with Rule 8.08(2) of the Listing Rules.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the paragraph headed “Structure and
|
||
Conditions of the Global Offering – Conditions of the Global Offering ” in the Prospectus, 2,344
|
||
valid applications made by the public through giving electronic applications instructions to HKSCC
|
||
via CCASS and through the White Form 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 1,591 478 out of 1,591 to receive 1,000 Shares 30.04%
|
||
2,000 113 61 out of 113 to receive 1,000 Shares 26.99%
|
||
3,000 46 30 out of 46 to receive 1,000 Shares 21.74%
|
||
4,000 22 16 out of 22 to receive 1,000 Shares 18.18%
|
||
5,000 59 44 out of 59 to receive 1,000 Shares 14.92%
|
||
6,000 7 6 out of 7 to receive 1,000 Shares 14.29%
|
||
7,000 6 1,000 Shares 14.29%
|
||
8,000 354 1,000 Shares plus 36 out of 354 to receive additional 1,000 Shares 13.77%
|
||
9,000 8 1,000 Shares plus 1 out of 8 to receive additional 1,000 Shares 12.50%
|
||
10,000 39 1,000 Shares plus 6 out of 39 to receive additional 1,000 Shares 11.54%
|
||
15,000 26 1,000 Shares plus 15 out of 26 to receive additional 1,000 Shares 10.51%
|
||
20,000 17 2,000 Shares 10.00%
|
||
30,000 4 2,000 Shares plus 3 out of 4 to receive additional 1,000 Shares 9.17%
|
||
35,000 23 3,000 Shares 8.57%
|
||
40,000 3 3,000 Shares plus 1 out of 3 to receive additional 1,000 Shares 8.33%
|
||
60,000 7 4,000 Shares 6.67%
|
||
80,000 3 5,000 Shares 6.25%
|
||
90,000 2 5,000 Shares plus 1 out of 2 to receive additional 1,000 Shares 6.11%
|
||
100,000 5 6,000 Shares 6.00%
|
||
150,000 2 8,000 Shares 5.33%
|
||
250,000 1 13,000 Shares 5.20%
|
||
300,000 1 15,000 Shares 5.00%
|
||
400,000 1 20,000 Shares 5.00%
|
||
450,000 1 22,000 Shares 4.89%
|
||
2,341 Total number of Pool A successful applicants: 1,138
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
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
|
||
1,000,000 3 473,000 Shares 47.30%
|
||
3 Total number of Pool B successful applicants: 3
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 2,839,000 Offer Shares,
|
||
representing 10% of the total number of Offer Shares initially available under the Global Offering
|
||
(before any exercise of the Over-allotment Option and excluding any Shares that may be issued
|
||
under the Post-IPO Share Scheme).
|
||
RESULTS OF ALLOCATIONS
|
||
The Offer Price, the level of indications of interest in the International Offering, the level of
|
||
applications of the Hong Kong Offer Shares and the results of allocations, 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 date and in the manner specified below:
|
||
• in the announcement to be posted on the websites of the Company at www.lcang.com and
|
||
the Stock Exchange at www.hkexnews.hk by no later than 9:00 a.m. on Friday, September
|
||
22, 2023 (Hong Kong time). 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 Offer 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, September 22, 2023 (Hong Kong time) to 12:00 midnight on
|
||
Thursday, September 28, 2023 (Hong Kong time); and
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
• by telephone enquiry line by calling (852) 2862 8555 between 9:00 a.m. and 6:00 p.m. on
|
||
Friday, September 22, 2023 (Hong Kong time) to Wednesday, September 27, 2023 (Hong
|
||
Kong time) (excluding Saturday, Sunday and Hong Kong public holidays).
|
||
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.
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International Offering is set out below:
|
||
• the number of Offer Shares subscribed for by the top 1, 5, 10, 20 and 25 placees in the
|
||
International Offering, their subscription percentages in the International Offering, and their
|
||
shareholding percentages upon Listing are as follows:
|
||
Placee
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Top 1 10,574,000 10,574,000 41.38% 35.47% 37.25% 32.39% 3.72% 3.67%
|
||
Top 5 23,149,000 25,705,024 90.60% 77.66% 81.54% 70.90% 9.05% 8.92%
|
||
Top 10 28,813,000 44,070,466 112.77% 96.66% 101.49% 88.25% 15.52% 15.29%
|
||
Top 20 29,715,000 44,972,466 116.30% 99.68% 104.67% 91.02% 15.84% 15.61%
|
||
Top 25 29,720,000 44,977,466 116.32% 99.70% 104.68% 91.03% 15.84% 15.61%
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
• top 1, 5, 10, 20 and 25 Shareholders upon Listing, their subscription percentages in the
|
||
Global Offering, and their shareholding percentages upon Listing are as follows:
|
||
Shareholders
|
||
Number of
|
||
Hong Kong
|
||
Public
|
||
Offer Shares
|
||
subscribed for
|
||
Number of
|
||
International
|
||
Offer Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
International
|
||
Offer Shares
|
||
subscribed for
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
International
|
||
Offer Shares
|
||
subscribed
|
||
for as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
Offer Shares
|
||
subscribed for
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Number of
|
||
Offer Shares
|
||
subscribed
|
||
for as % of
|
||
total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
in full and
|
||
excluding any
|
||
Shares that
|
||
may be issued
|
||
under the
|
||
Post-IPO
|
||
Share Scheme)
|
||
Top 1 – – 158,553,294 0% 0% 0% 0% 55.84% 55.02%
|
||
Top 5 – 1,366,000 207,022,936 5.35% 4.58% 4.81% 4.18% 72.91% 71.84%
|
||
Top 10 – 11,940,000 249,648,132 46.73% 40.06% 42.06% 36.57% 87.92% 86.63%
|
||
Top 20 – 27,042,000 282,585,156 105.84% 90.72% 95.25% 82.83% 99.53% 98.05%
|
||
Top 25 946,000 29,583,000 286,072,156 115.78% 99.24% 107.53% 93.51% 100.75% 99.26%
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in Shares.
|