geometrybase
6d05056609
Request: - Use archivist to close the 137 T1 ipo_demand source-only gaps using extracted PDF text. Changes: - Add an incremental T1 demand text backfill script. - Parse existing allotment-result extracted text into ipo_demand. - Archive linked Summary PDFs from old HKEX HTML allotment-result pages. - Correct allotment-result selection to prefer primary result announcements over clarification or supplemental notices. - Add robust line-aware allotment parsing and document the workflow in archivist and README. - Record the backfill result in a report. Execution: - Selected 137 source-only T1 demand gaps. - Wrote 137 ipo_demand rows, increasing ipo_demand from 154 to 291 rows. - Archived 38 new HKEX allotment-result PDFs and extracted their text. - Confirmed an incremental rerun selects 0 gaps and writes 0 rows. Verification: - Ran git diff --cached --check. - Ran py_compile for archive_hkex_documents.py and backfill_t1_demand_from_text.py. - Checked SQLite integrity and foreign keys. - Confirmed DB row counts match CSV snapshots. - Verified no T1 complete row is missing ipo_demand. - Verified source_refs paths/files/hashes and PDF extracted-text manifest hashes. Next useful context: - T1 demand structure is complete for listed rows; 06106 and 06675 remain pending_not_due. - T2 grey-market and due price-performance gaps remain separate archivist priorities. - Analyst output should be regenerated before using the new T1 demand facts for scoring.
1008 lines
36 KiB
Plaintext
1008 lines
36 KiB
Plaintext
--- page 1 ---
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1
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in
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the Hong Kong prospectus dated December 27, 2023 (the “ Prospectus ”) of RoboSense Technology Co., Ltd (the “ Company”).
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong
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Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
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subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed
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information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer
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Shares.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its
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territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute
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or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other
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jurisdiction. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended
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from time to time (the “ U.S. Securities Act ”) or any state securities laws of the United States.
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The securities may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or
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not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the
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United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A
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under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United
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States in transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, J.P. Morgan Securities (Asia Pacific) Limited, as stabilizing manager (the “ Stabilizing
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Manager”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to
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stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited
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period on and after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person
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acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the
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Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity
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is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public
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Offering, being Thursday, February 1, 2024. Such stabilization action, if taken, may be effected in all jurisdictions where it
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is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the
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Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities
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and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the
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stabilization period which begins on the Listing Date and is expected to expire on Thursday, February 1, 2024, being the 30th
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day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing
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action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the Hong Kong
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Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
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effect upon the occurrence of any of the events set out in “Underwriting — Underwriting Arrangements and Expenses — Hong
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Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
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Listing Date (which is currently expected to be on Friday, January 5, 2024).
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In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International
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Underwriters, exercisable by the Overall Coordinators (on behalf of the International Underwriters). Pursuant to the Over-
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allotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinators (on behalf of the
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International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the
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Hong Kong Public Offering, to require the Company to issue up to an aggregate of 3,436,400 additional Shares, representing
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not more than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the
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International Offering to, cover over-allocations (if any) in the International Offering.
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--- page 2 ---
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2
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ROBOSENSE TECHNOLOGY CO., LTD
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ʮ̡
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 22,909,800 Offer Shares
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Number of Hong Kong Offer Shares : 1,339,000 Offer Shares
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Number of International Offer Shares : 21,570,800 Offer Shares
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Offer Price : HK$43.00 per Offer Share plus brokerage
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of 1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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Nominal value : US$0.0001 per Offer Share
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Stock code : 2498
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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Joint Lead Manager
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--- page 3 ---
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ASIA-DOCS\12951673.8
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ROBOSENSE TECHNOLOGY CO., LTD / 速騰聚創科技有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated December 27, 2023 (the “Prospectus”) issued by RoboSense
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Technology Co., Ltd (the “Company”).
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SUMMARY
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Company information
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Stock code 2498
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Stock short name ROBOSENSE
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Dealings commencement date January 5, 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$43.000
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Offer Price Range N/A
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 22,909,800
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Number of Offer Shares in Public Offer (after reallocation) 1,339,000
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Number of Offer Shares in International Offer (after
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reallocation)
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21,570,800
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Number of issued Shares upon Listing (assuming the Over-
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allotment Option is not exercised)
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449,211,723
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The number of offer shares above is determined after taking into account the additional shares issued
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under the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option -
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- Public Offer -
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- International Offer -
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Over-allocation
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No. of Offer Shares over-allocated 2,863,700
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or a combination of these means.
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In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
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Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 985.12 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (108.11) million
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Net proceeds HK$ 887.01 million
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--- page 4 ---
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ASIA-DOCS\12951673.8
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive, assuming the Over-
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allotment Option is not exercised. For details of the use of proceeds, please refer to the Prospectus dated
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December 27, 2023.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 1,786
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No. of successful applications 1,786
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Subscription level 0.58 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Public Offer 2,291,000
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No. of Offer Shares reallocated to the International Offer (claw-
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forward)
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952,000
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Final no. of Offer Shares under the Public Offer (after
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reallocation)
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1,339,000
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% of Offer Shares under the Public Offer to the Global Offering
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(after over-allocation)
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5.20%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to
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https://www.hkeipo.hk/IPOResult to perform a search by name or identification number or
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https://www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 121
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Subscription Level 1.28 times
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No. of Offer Shares initially available under the International
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Offer
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20,618,800
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No. of Offer Shares reallocated from the Public Offer (claw-
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forward)
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952,000
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Final no. of Offer Shares under the International Offer (after
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reallocation and over-allocation)
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24,434,500
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% of Offer Shares under the International Offer to the Global
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Offering (after over-allocation)
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94.80%
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Save as the allocation of Offer Shares to a financial institution engaged by Zhuji Kangchengheng Juchuang
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Equity Investment Partnership (Limited Partnership), a close associate of two minority existing Shareholders
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of the Company, to subscribe for and hold the relevant Offer Shares on a discretionary basis on its behalf,
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the Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of
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the Directors, chief executive of the Company, substantial shareholders, existing shareholders of the
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Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of
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the Directors, chief executive of the Company, substantial shareholders, existing shareholders of the
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Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
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disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 5 ---
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ASIA-DOCS\12951673.8
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The placees in the International Offer include the following:
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-
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allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the Over-
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allotment Option is
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not exercised)
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Existing
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shareholders or
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their close
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associates
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Shenzhen Nanshan
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Strategic Emerging
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Industries
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Investment Co., Ltd.
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/ 深圳市南山戰略新
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興產業
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投資有限公司 18,166,000 79.29% 4.04% No
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Total 18,166,000 79.29% 4.04%
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Allottees with waivers/consents obtained
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Investor
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No. of
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shares
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allocated
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% of offer
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Shares
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(assuming the
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Over-allotment
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Option is not
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exercised)
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% of total issued
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share capital after
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the Global Offering
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(assuming the Over-
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allotment Option is
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not exercised) Relationship*
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Zhuji
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Kangchengheng
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Juchuang Equity
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Investment
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Partnership (Limited
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Partnership) / 諸暨
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康成亨聚創股權投
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資合夥企業（有限
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合夥）
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6,066,700 26.48% 1.35%
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Close associate of
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existing
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shareholders
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Total 6,066,700 26.48% 1.35%
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Note: Zhuji Kangchengheng Juchuang Equity Investment Partnership (Limited Partnership) and the two
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minority existing Shareholders, which are its close associates, will hold approximately 1.9 5% of the total
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issued share capital of the Company immediately following the Global Offering (assuming the Over-allotment
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Option is not exercised). For details, please refer to the section headed "OTHERS / ADDITIONAL
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INFORMATION" below.
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LOCK-UP UNDERTAKINGS
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Major Pre-IPO Investors (As defined in the History, Reorganization and Corporate Structure section of the
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Prospectus)
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--- page 6 ---
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ASIA-DOCS\12951673.8
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Name
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Number of shares held in
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the Company subject to
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lock-up undertakings
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upon listing
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% of shareholding in the
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Company subject to lock-
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up undertakings upon
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listing (assuming the
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Over-allotment Option is
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not exercised)
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Last day subject to the
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lock-up undertakings
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Shanghai Anpeng Supeng
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Enterprise Management
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Partnership (Limited
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Partnership) /上海安鵬
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速鵬企業管理合夥企業
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(有限合夥)
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5,068,594 1.13% July 4, 2024
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Zhuhai Beiqi Huajin
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Industry Equity Investment
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Fund (Limited Partnership)
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/珠海北汽華金產業股權
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投資基金(有限合夥)
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2,269,211 0.51% July 4, 2024
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Cainiao Smart Logistics
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Investment Limited
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47,005,063 10.46% July 4, 2024
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China Mobile Fund (Hebei
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Xiong’an) Partnership
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(Limited Partnership) /中移
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股權基金(河北雄安)合夥
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企業(有限合夥)
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5,170,188 1.15% July 4, 2024
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Golden Development Asia
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Limited
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15,361,813 3.42% July 4, 2024
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Huaxing Growth Capital
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III, L.P.
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7,333,386 1.63% July 4, 2024
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EverestHeng (Cayman)
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Limited
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11,374,415 2.53% July 4, 2024
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Fortune Athena Limited 6,495,271 1.45% July 4, 2024
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Fortune Miner Limited 1,010,509 0.22% July 4, 2024
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Shanghai Rui Wang
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Enterprise Management
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Partnership (Limited
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Partnership) /上海銳望企
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業管理合夥企業(有限合
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夥)
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6,268,064 1.40% July 4, 2024
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Guangzhou Ruiyi Venture
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Capital Partnership
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(Limited Partnership) /廣州
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銳熠創業投資合夥企業
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(有限合夥)
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915,297 0.20% July 4, 2024
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GCF Robotics Ltd 7,333,386 1.63% July 4, 2024
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Gotrays International
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Limited
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7,404,946 1.65% July 4, 2024
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Storm Era Limited 7,404,946 1.65% July 4, 2024
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Huzhou Yuntong
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Investment Partnership
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(Limited Partnership) /湖州
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贇通股權投資合夥企業
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(有限合夥)
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2,541,520 0.57% July 4, 2024
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--- page 7 ---
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ASIA-DOCS\12951673.8
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Name
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Number of shares held in
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the Company subject to
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lock-up undertakings
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upon listing
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% of shareholding in the
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Company subject to lock-
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up undertakings upon
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listing (assuming the
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Over-allotment Option is
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not exercised)
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Last day subject to the
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lock-up undertakings
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Huzhou Yutong Investment
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Partnership (Limited
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Partnership) /湖州煜通股
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權投資合夥企業(有限合
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夥)
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1,815,368 0.40% July 4, 2024
|
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Liaoning Haitong New
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Energy and Low Carbon
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Industry Private Equity
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Fund Co., Ltd. /遼寧海
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通新能源低碳產業股權投
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資基金有限公司
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2,904,586 0.65% July 4, 2024
|
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Kinzon Capital Venture
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Partners II, L.P.
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17,002,869 3.79% July 4, 2024
|
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Kinzon Capital Venture
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Partners III, L.P.
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2,444,462 0.54% July 4, 2024
|
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LUXSHARE LIMITED /立
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訊有限公司
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10,000,000 2.23% July 4, 2024
|
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Ningbo Jumin Investment
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LLP. /寧波高新區岠珉股
|
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權投資合夥企業(有限合
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夥)
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5,082,984 1.13% July 4, 2024
|
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OFC INNOVATION
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ANGEL FUND I /東方富
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||
海(蕪湖)移動創新股權投
|
||
資基金(有限合夥)
|
||
8,045,851 1.79% July 4, 2024
|
||
OFC INNOVATION
|
||
ANGEL FUND II /富海深
|
||
灣(蕪湖)移動創新股權投
|
||
資基金(有限合夥)
|
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4,791,340 1.07% July 4, 2024
|
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OFC Clean Tech Growth
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(Limited Partnership) /深圳
|
||
市東方富海成長環保投資
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企業(有限合夥)
|
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147,140 0.03% July 4, 2024
|
||
Shenzhen Fuhai Juanyong
|
||
Entrepreneurship
|
||
Management Partnership
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||
(Limited Partnership) /深
|
||
圳富海隽永創業管理合夥
|
||
企業(有限合夥)
|
||
858,306 0.19% July 4, 2024
|
||
SME Development Fund
|
||
(Shenzhen Nanshan
|
||
Limited Partnership) /中小
|
||
企業發展基金(深圳南山
|
||
有限合夥)
|
||
1,487,746 0.33% July 4, 2024
|
||
|
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|
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--- page 8 ---
|
||
ASIA-DOCS\12951673.8
|
||
Name
|
||
Number of shares held in
|
||
the Company subject to
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lock-up undertakings
|
||
upon listing
|
||
% of shareholding in the
|
||
Company subject to lock-
|
||
up undertakings upon
|
||
listing (assuming the
|
||
Over-allotment Option is
|
||
not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
PUHE Realwin Venture
|
||
Capital. LP /深圳市普禾瑞
|
||
贏股權投資基金合夥企業
|
||
(有限合夥)
|
||
4,616,424 1.03% July 4, 2024
|
||
PUHE Intelligent Venture
|
||
Capital. LP/ 深圳市普禾智
|
||
能一號投資合夥企業(有
|
||
限合夥)
|
||
8,294,235 1.85% July 4, 2024
|
||
Changzhou Shangqi Xinhui
|
||
Equity Investment Fund
|
||
(LLP) /常州尚頎信輝股權
|
||
投資基金合夥企業(有限
|
||
合夥)
|
||
1,429,373 0.32% July 4, 2024
|
||
Yangzhou Shangqi Sanqi
|
||
Venture Capital Fund
|
||
Center (Limited
|
||
Partnership) /揚州尚頎三
|
||
期創業投資基金中心(有
|
||
限合夥)
|
||
3,787,830 0.84% July 4, 2024
|
||
Smart Han Ltd 6,351,246 1.41% July 4, 2024
|
||
SinoRock Prosperous
|
||
Global II Limited
|
||
5,687,206 1.27% July 4, 2024
|
||
Cinda Sino-Rock
|
||
Investment Limited / 信達
|
||
漢石投資有限公司
|
||
979,706 0.22% July 4, 2024
|
||
Shanghai Ziyue Enterprise
|
||
Management Consulting
|
||
Partnership (Limited
|
||
Partnership) /上海籽月
|
||
企業管理諮詢合夥企業
|
||
(有限合夥)
|
||
10,000,000 2.23% July 4, 2024
|
||
YF Robosence Limited 7,565,066 1.68% July 4, 2024
|
||
Sinoyutong International
|
||
Limited /香港盛宇國際有
|
||
限公司
|
||
10,831,073 2.41% July 4, 2024
|
||
Subtotal 247,079,420 55.00%
|
||
|
||
The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the Prospectus.
|
||
|
||
Existing Shareholders Other than Major Pre-IPO Investors (As defined in the History, Reorganization and
|
||
Corporate Structure section of the Prospectus)
|
||
|
||
|
||
--- page 9 ---
|
||
ASIA-DOCS\12951673.8
|
||
Name
|
||
Number of shares held in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing
|
||
% of shareholding in the
|
||
Company subject to lock-
|
||
up undertakings upon
|
||
listing (assuming the
|
||
Over-allotment Option is
|
||
not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
BlackPearl Global Limited 49,367,683 10.99% July 4, 2024
|
||
Emerald Forest
|
||
International Limited
|
||
29,604,176 6.59% July 4, 2024
|
||
Sixsense Global Limited 18,110,571 4.03% July 4, 2024
|
||
Robust Limited 13,450,225 3.00% July 4, 2024
|
||
Ruby International Limited 4,849,401 1.08% July 4, 2024
|
||
Hoping Dream
|
||
International Limited
|
||
17,210,526 3.83% July 4, 2024
|
||
Logi Group Limited 3,868,136 0.86% July 4, 2024
|
||
AFFLUENT CAPITAL
|
||
VENTURES LIMITED /豐
|
||
都創投有限公司
|
||
1,010,508 0.22% July 4, 2024
|
||
Skyward Limited 1,010,508 0.22% July 4, 2024
|
||
Shenzhen Jiaxin Yuande
|
||
Equity Investment Fund
|
||
Partnership (Limited
|
||
Partnership) /深圳
|
||
市嘉信元德股權投資基金
|
||
合夥企業(有限合夥)
|
||
1,798,356 0.40% July 4, 2024
|
||
Shenzhen Kangcheng
|
||
Pengfeng Rongcheng
|
||
Investment Partnership
|
||
(Limited Partnership) / 深
|
||
圳市康成鵬峰榮承投資合
|
||
夥企業(有限合夥)
|
||
899,187 0.20% July 4, 2024
|
||
Zhongruichuangzhi
|
||
(Ningbo) Equity
|
||
Investment Management
|
||
Partnership (Limited
|
||
Partnership) / 中瑞創智(寧
|
||
波)股權投資管理合
|
||
夥企業(有限合夥)
|
||
776,562 0.17% July 4, 2024
|
||
FULL WISDOM
|
||
VENTURES LIMITED /滿
|
||
慧創投有限公司
|
||
1,634,886 0.36% July 4, 2024
|
||
Jiaxing Qiyuan Kaitai
|
||
Equity Investment
|
||
Partnership (Limited
|
||
Partnership) /嘉興啟元開
|
||
泰股權投資合夥企業(有
|
||
限合夥)
|
||
2,452,310 0.55% July 4, 2024
|
||
EOE Limited 858,306 0.19% July 4, 2024
|
||
Guangdong Innovative
|
||
Lingyue Smart
|
||
Manufacturing &
|
||
Information Technology
|
||
2,452,310 0.55% July 4, 2024
|
||
|
||
|
||
--- page 10 ---
|
||
ASIA-DOCS\12951673.8
|
||
Name
|
||
Number of shares held in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing
|
||
% of shareholding in the
|
||
Company subject to lock-
|
||
up undertakings upon
|
||
listing (assuming the
|
||
Over-allotment Option is
|
||
not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Investment Fund Limited
|
||
Liability Partnership / 廣東
|
||
融創嶺岳智能製造與信息
|
||
技術產業股權投
|
||
資基金合夥企業(有限合
|
||
夥)
|
||
Flow Limited 613,073 0.14% July 4, 2024
|
||
Huizhou Desay SV
|
||
Automotive Co., Ltd. /惠
|
||
州市德賽西威汽車電子股
|
||
份有限公司
|
||
2,500,000 0.56% July 4, 2024
|
||
GOLDEN LINK
|
||
WORLDWIDE LIMITED
|
||
2,600,000 0.58% July 4, 2024
|
||
Xiamen Starlight Equity
|
||
Investment Partnership
|
||
(L.P.) / 廈門星韶股權投資
|
||
合夥企業(有限合夥)
|
||
1,700,000 0.38% July 4, 2024
|
||
Suzhou Chenling
|
||
Investment Partnership
|
||
(Limited Partnership) / 蘇
|
||
州晨嶺投資合夥
|
||
企業(有限合夥)
|
||
3,800,000 0.85% July 4, 2024
|
||
GREAT VIRTUOUS
|
||
LIMITED
|
||
3,782,533 0.84% July 4, 2024
|
||
Wuhan Zhisu Engine
|
||
Equity Investment Fund
|
||
Partnership (Limited
|
||
Partnership) /武漢智速引
|
||
擎股權投資基金合夥企業
|
||
(有限合夥)
|
||
366,669 0.08% July 4, 2024
|
||
Ningbo Zhixing Engine
|
||
Equity Investment
|
||
Partnership (Limited
|
||
Partnership) / 寧波智行引
|
||
擎股權投資合夥企業(有
|
||
限合夥)
|
||
855,561 0.19% July 4, 2024
|
||
Guangdong Guangqi
|
||
Ruiteng Equity
|
||
Investment Partnership
|
||
(Limited Partnership) /廣東
|
||
廣祺瑞騰股權投資合夥企
|
||
業(有限合夥)
|
||
3,782,533 0.84% July 4, 2024
|
||
Excel Rise Holdings
|
||
Limited /逸昇控股有限公
|
||
司
|
||
2,585,094 0.58% July 4, 2024
|
||
|
||
|
||
--- page 11 ---
|
||
ASIA-DOCS\12951673.8
|
||
Name
|
||
Number of shares held in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing
|
||
% of shareholding in the
|
||
Company subject to lock-
|
||
up undertakings upon
|
||
listing (assuming the
|
||
Over-allotment Option is
|
||
not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Guangzhou Yuexiu Jinchan
|
||
Phase IV
|
||
Investment Partnership
|
||
(Limited Partnership) / 廣
|
||
州越秀金蟬四期投資合夥
|
||
企業(有限合夥)
|
||
2,843,603 0.63% July 4, 2024
|
||
Mirae Asset Alpha Growth
|
||
Fund OFC
|
||
2,018,195 0.45% July 4, 2024
|
||
Jurastone Tech Singularity
|
||
I Ltd
|
||
431,070 0.10% July 4, 2024
|
||
HUITENG CO-STONE
|
||
INVESTMENT LIMITED
|
||
1,421,801 0.32% July 4, 2024
|
||
China World Investment
|
||
Limited
|
||
568,720 0.13% July 4, 2024
|
||
Subtotal 179,222,503 39.90%
|
||
|
||
The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the Prospectus.
|
||
|
||
Cornerstone Investor
|
||
Name
|
||
Number of shares held in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing
|
||
% of shareholding in the
|
||
Company subject to lock-
|
||
up undertakings upon
|
||
listing (assuming the
|
||
Over-allotment Option is
|
||
not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Shenzhen Nanshan
|
||
Strategic Emerging
|
||
Industries Investment Co.,
|
||
Ltd. / 深圳市南山戰略新
|
||
興產業投資有限公司
|
||
18,166,000 4.04% July 4, 2024
|
||
Subtotal 18,166,000 4.04%
|
||
|
||
The expiry date of the lock-up period shown in the table above is pursuant to the disclosure in the Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
ASIA-DOCS\12951673.8
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over-
|
||
allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-allotment
|
||
Option is exercised)
|
||
Number of
|
||
Shares held upon Listin g
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming no exercise of the
|
||
Over-allotment Option)
|
||
·% of total issued share
|
||
capital upon Listing
|
||
(assuming the Over-
|
||
allotment Option is
|
||
exercised)
|
||
Top 1 18,166,000 84.22% 74.35% 79.29% 70.48% 18,166,000 4.04% 4.02%
|
||
Top 5 24,350,500 112.89% 99.66% 106.29% 94.48% 27,048,043 6.02% 5.98%
|
||
Top 10 24,419,500 113.21% 99.94% 106.59% 94.75% 27,117,043 6.04% 6.00%
|
||
Top 25 24,424,900 113.23% 99.96% 106.61% 94.77% 27,122,443 6.04% 6.00%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 13 ---
|
||
ASIA-DOCS\12951673.8
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Sharehold
|
||
ers
|
||
Number of
|
||
Shares all
|
||
otted
|
||
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
exercised)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 49,367,683 10.99% 10.92%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 168,119,45 2 37.43% 37.19%
|
||
Top 10 18,166,00
|
||
0
|
||
84.22% 74.35% 79.29% 70.48% 251,746,82 4 56.04% 55.69%
|
||
Top 25 24,232,70
|
||
0
|
||
112.34% 99.17% 105.77% 94.02% 385,271,96 0 85.77% 85.22%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below :
|
||
|
||
NO. OF SHARES APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATION S
|
||
BASIS OF
|
||
ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF
|
||
SHARES APPLIED FOR
|
||
100 1,040 100 Shares 100.00%
|
||
200 239 200 Shares 100.00%
|
||
300 74 300 Shares 100.00%
|
||
400 48 400 Shares 100.00%
|
||
500 88 500 Shares 100.00%
|
||
600 20 600 Shares 100.00%
|
||
700 18 700 Shares 100.00%
|
||
800 8 800 Shares 100.00%
|
||
900 7 900 Shares 100.00%
|
||
1,000 108 1,000 Shares 100.00%
|
||
1,500 19 1,500 Shares 100.00%
|
||
2,000 39 2,000 Shares 100.00%
|
||
2,500 9 2,500 Shares 100.00%
|
||
3,000 12 3,000 Shares 100.00%
|
||
3,500 4 3,500 Shares 100.00%
|
||
4,000 1 4,000 Shares 100.00%
|
||
|
||
|
||
--- page 14 ---
|
||
ASIA-DOCS\12951673.8
|
||
4,500 3 4,500 Shares 100.00%
|
||
5,000 6 5,000 Shares 100.00%
|
||
6,000 5 6,000 Shares 100.00%
|
||
7,000 5 7,000 Shares 100.00%
|
||
8,000 2 8,000 Shares 100.00%
|
||
9,000 1 9,000 Shares 100.00%
|
||
10,000 17 10,000 Shares 100.00%
|
||
20,000 7 20,000 Shares 100.00%
|
||
30,000 2 30,000 Shares 100.00%
|
||
50,000 1 50,000 Shares 100.00%
|
||
60,000 1 60,000 Shares 100.00%
|
||
80,000 2 80,000 Shares 100.00%
|
||
Total 1,786 1,339,000 Shares
|
||
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participant s. Investors should contact their relevant brokers for any inquir ies.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
|
||
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Placing with the Consent under Paragraph 5(2) of Placing Guidelines and Rule 10.04 of the Listing
|
||
Rules
|
||
|
||
Zhuji Kangchengheng Juchuang Equity Investment Partnership (Limited Partnership)
|
||
("Kangchengheng") placed an order for a structured investment product embedded with a total return
|
||
swap in the amount of RMB240.80 million (equivalent to HK$260.87 million, at an exchange rate of
|
||
HK$1.00 to RMB0.923) ("Client TRS SIP") to be issued by an independent financial institution (the
|
||
"Financial Institution"), who will place a back-to-back total return swap order ("Back-to-back TRS",
|
||
together with the Client TRS SIP, the "OTC Transaction") with another institution (the "Hedging
|
||
Institution", which is an associated company of the Financial Institution, and each of the Financial
|
||
Institution and the Hedging Institution is not a syndicate CMI, distributor, broker or "connected client"
|
||
(as defined under Appendix F1 to the Listing Rules)). Under the International Offering, the Hedging
|
||
Institution has been placed with 6,066,700 Offer Shares at the Offer Price, representing approximately
|
||
26.48% of the total number of Offer Shares initially available under the Global Offering and
|
||
approximately 1.35% of the total issued share capital of the Company upon completion of the Global
|
||
Offering (assuming the Over-allotment Option is not exercised). Under the terms and conditions of the
|
||
OTC Transaction, the Hedging Institution will hold the title of the Shares on behalf of Kangchengheng
|
||
and pass through the economic return (or economic loss) in respect of the Shares underlying the OTC
|
||
|
||
|
||
--- page 15 ---
|
||
ASIA-DOCS\12951673.8
|
||
Transaction to Kangchengheng. The Client TRS SIP is fully funded by Kangchengheng.
|
||
|
||
Kangchengheng is a close associate of two existing Shareholders of the Company, namely Shenzhen
|
||
Jiaxin Yuande Equity Investment Fund Partnership (Limited Partnership) ("Jiaxin Yuande") and
|
||
Shenzhen Kangcheng Pengfeng Rongcheng Investment Partnership (Limited Partnership) ("Pengfeng
|
||
Rongcheng"), which held approximately 0.42% and 0.21% in the Company's total issued share capital
|
||
as of the date of the Prospectus, respectively. The general partner of Jiaxin Yuande is Shenzhen Jialin
|
||
Xinye Equity Investment Management Co., Ltd., which is held as to over 50% by Shenzhen
|
||
Kangchengheng Capital Management Group Limited ("Kangchengheng Capital Management"), and the
|
||
general partner of Pengfeng Rongcheng is Shenzhen KCH Asset Management Co., Ltd. ("Shenzhen KCH
|
||
Asset Management"), which is owned as to approximately 93.33% by Kangchengheng Capital
|
||
Management. As the general partner of Kangchengheng is Shenzhen KCH Asset Management, which
|
||
holds 1% interest in Kangchengheng, Kangchengheng is therefore a close associate of each of Jiaxin
|
||
Yuande and Pengfeng Rongcheng as they are all under the common control of Kangchengheng Capital
|
||
Management.
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from
|
||
strict compliance with Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of the
|
||
Placing Guidelines to permit the Company to allocate such Offer Shares in the International Offering to
|
||
Kangchengheng. The Offer Shares allocated to Kangchengheng is in compliance with all the conditions
|
||
under the consent granted by the Stock Exchange.
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||
or in reliance upon the whole or any part of the contents of this announcement .
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the
|
||
District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities men tioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933, as
|
||
amended (the “U.S. Securities Act”). The securities may not be offered or sold in the United States
|
||
except pursuant to an exemption from the registr ation requirements of the U.S. Securities Act and in
|
||
compliance with any applicable state securities laws, or outside the United States unless in
|
||
compliance with Regulation S under the U.S. Securities Act. There will be no public offer of
|
||
securities in the United States .
|
||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule
|
||
144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities
|
||
Act and (2) outside the Uni ted States in offshore transactions in reliance on Regulation S under the U.S.
|
||
Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated 27 December 2023 issued by RoboSense Technology Co.,
|
||
Ltd for detailed information about the Global Offering described below before deciding whether or
|
||
not to invest in the Shares thereby being offered.
|
||
|
||
|
||
--- page 16 ---
|
||
ASIA-DOCS\12951673.8
|
||
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||
Coordinator s (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect
|
||
upon the occurrence of any of the events set out in the paragraph headed “Underwriting –
|
||
Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting
|
||
Agreement – Grounds for Terminatio n” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong
|
||
time) on the Listing Date (which is currentl y expected to be on January 5, 2024).
|
||
|
||
|
||
--- page 17 ---
|
||
3
|
||
PUBLIC FLOAT
|
||
Immediately after completion of the Global Offering, (i) more than 25% of the total issued Shares
|
||
will be held by the public in compliance with Rule 8.08(1)(a) of the Listing Rules; (ii) the three
|
||
largest public Shareholders will not hold more than 50% of the Shares held in the public hands at
|
||
the time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iii) there
|
||
will be at least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the
|
||
Listing Rules.
|
||
The Directors confirm that immediately after the completion of the Global Offering, (i) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company;
|
||
and (ii) there will not be any new substantial shareholder (as defined in the Listing Rules) of the
|
||
Company.
|
||
OVER-ALLOTMENT OPTION
|
||
In connection with the Global Offering, the Company is expected to grant the Over-allotment
|
||
Option to the International Underwriters, exercisable by the Overall Coordinators (on behalf of the
|
||
International Underwriters). Pursuant to the Overallotment Option, the International Underwriters
|
||
will have the right, exercisable by the Overall Coordinators (on behalf of the International
|
||
Underwriters) at any time from the Listing Date until 30 days after the last day for lodging
|
||
applications under the Hong Kong Public Offering, to require the Company to issue up to an
|
||
aggregate of 3,436,400 additional Shares, representing not more than 15% of the total number of
|
||
Offer Shares initially available under the Global Offering, at the Offer Price under the International
|
||
Offering to, cover over-allocations (if any) in the International Offering.
|
||
There has been an over-allocation of 2,863,700 Offer Shares in the International Offering and
|
||
such over-allocation will be settled by using the Shares borrowed under the Stock Borrowing
|
||
Agreement. Such borrowed Shares will be covered by amongst other methods, exercising the
|
||
Over-allotment Option in full or in part or by using Shares purchased by the Stabilizing Manager
|
||
(or through its affiliates or any person acting for it) in the secondary market at prices that do not
|
||
exceed the Offer Price 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.robosense.ai/en. As of the date of this announcement, the Over-
|
||
allotment Option has not been exercised.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, January 5, 2024,
|
||
provided that the Global Offering has become unconditional in all respects at or before that time.
|
||
Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt
|
||
of Share certificates or prior to the Share certificates becoming valid evidence of title do so entirely
|
||
at their own risk.
|
||
|
||
|
||
--- page 18 ---
|
||
4
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time)
|
||
on Friday, January 5, 2024, it is expected that dealings in the Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Friday, January 5, 2024. The Shares will be traded in board lots of 100
|
||
Shares each and the stock code of the Shares will be 2498.
|
||
By order of the Board
|
||
RoboSense Technology Co., Ltd
|
||
Dr. Qiu Chunxin
|
||
Chairman of the Board, Executive Director
|
||
and Chief Executive Officer
|
||
Hong Kong, Thursday, January 4, 2024
|
||
As at the date of this announcement, the Executive Directors are Dr. Qiu Chunxin, Mr. Liu Letian and Mr. Qiu Chunchao;
|
||
the Non-executive Director is Dr. Zhu Xiaorui and the proposed Independent non-executive Directors are Mr. Feng Jianfeng,
|
||
Dr. Lu Cewu and Mr. Ng Yuk Keung.
|