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.
701 lines
39 KiB
Plaintext
701 lines
39 KiB
Plaintext
--- page 1 ---
|
||
– 3 –
|
||
ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS
|
||
SUMMARY
|
||
Offer Price
|
||
• The Offer Price has been determined at HK$1.18 per Offer Share (exclusive of
|
||
brokerage of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of
|
||
0.00015% and Stock Exchange trading fee of 0.00565%).
|
||
Net Proceeds from the Global Offering
|
||
• Based on the Offer Price of HK$1.18 per Offer Share, the net proceeds from the
|
||
Global Offering to be received by the Company, after deducting the underwriting
|
||
commissions and other estimated expenses payable by the Company in connection
|
||
with the Global Offering, are estimated to be approximately HK$90.9 million. The
|
||
Company intends to use such net proceeds in the manner as set out in the section
|
||
headed “Net Proceeds from the Global Offering” in this announcement.
|
||
Applications and Indications of Interest Received under the Hong Kong Public Offer
|
||
• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offer
|
||
have been slightly over-subscribed. A total of 1,511 valid applications have been
|
||
received pursuant to the Hong Kong Public Offer (being applications made through
|
||
the HK eIPO White Form service and the CCASS EIPO service) for a total of
|
||
30,856,000 Hong Kong Offer Shares, representing approximately 2.46 times of
|
||
the total number of 12,500,000 Hong Kong Offer Shares initially available for
|
||
subscription under the Hong Kong Public Offer.
|
||
• The reallocation procedures as described in the section headed “Structure and
|
||
Conditions of the Global Offering — Hong Kong Public Offer — Reallocation” in
|
||
the Prospectus have not been applied. The final number of Offer Shares under the
|
||
Hong Kong Public Offer remains to be 12,500,000 Offer Shares, representing 10%
|
||
of the total number of Offer Shares initially available under the Global Offering,
|
||
which have been allocated to 1,511 successful applicants under the Hong Kong
|
||
Public Offer.
|
||
|
||
|
||
--- page 2 ---
|
||
– 4 –
|
||
International Placing
|
||
• The International Placing Shares initially offered under the International Placing
|
||
have been slightly over-subscribed, representing approximately 1.16 times the
|
||
number of International Placing Shares initially available under the International
|
||
Placing. The reallocation procedures as described in the section headed “Structure
|
||
and Conditions of the Global Offering — Hong Kong Public Offer — Reallocation”
|
||
in the Prospectus have not been applied. The final number of International Placing
|
||
Shares under the International Placing remains to be 112,500,000 Offer Shares,
|
||
representing 90% of the total number of Offer Shares initially available under the
|
||
Global Offering.
|
||
• No over-allocation of Offer Shares has been made and there are a total of 102
|
||
placees under the International Placing, among which 45 placees have been allotted
|
||
five or fewer board lots of Offer Shares, representing approximately 44.1% of the
|
||
102 placees under the International Placing and 44 placees have been allotted one
|
||
board lot of Offer Shares, representing approximately 43.1% of the 102 placees
|
||
under the International Placing.
|
||
• The International Placing has been conducted in compliance with the Placing
|
||
Guidelines for Equity Securities in Appendix 6 to the Listing Rules (the “Placing
|
||
Guidelines”). None of the Sole Sponsor, the Sole Overall Coordinator, the
|
||
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
|
||
Underwriters, the Capital Market Intermediaries and their respective affiliated
|
||
companies and connected clients of the lead broker or of any distributors (as defined
|
||
in the Placing Guidelines) has taken up any Offer Shares for its own benefit under
|
||
the Global Offering.
|
||
• To the best knowledge of the Company, (i) none of the Offer Shares subscribed
|
||
for by public Shareholders in the Hong Kong Public Offer and placees in the
|
||
International Placing 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 (as defined in the Listing Rules)
|
||
of the Company, existing Shareholders, or any of their respective close associates;
|
||
(ii) none of the public Shareholders in the Hong Kong Public Offer and placees in
|
||
the International Placing 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 (as defined in the Listing Rules) of the Company, 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; (iii) no rebate has been, directly or indirectly, provided by the Company,
|
||
|
||
|
||
--- page 3 ---
|
||
– 5 –
|
||
the Directors, the chief executive of the Company or any of its subsidiaries, the
|
||
Controlling Shareholders, the substantial shareholders (as defined in the Listing
|
||
Rules) of the Company, the existing Shareholders, or any of their respective close
|
||
associates, or syndicate members or any brokers or underwriters to any public
|
||
Shareholders in the Hong Kong Public Offer or placees in the International Placing;
|
||
(iv) the consideration payable by the public Shareholders in the Hong Kong Public
|
||
Offer and placees in the International Placing for each Offer Share subscribed for
|
||
or purchased by them is the same as the final Offer Price as determined by the
|
||
Company, in additional to brokerage of 1.0%, SFC transaction levy of 0.0027%,
|
||
AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%;
|
||
and (v) there is no side agreement or arrangement between the Company, any of
|
||
the Directors, the chief executive of the Company or any of its subsidiaries, the
|
||
Controlling Shareholders, the substantial shareholders (as defined in the Listing
|
||
Rules) of the Company, the existing Shareholders, or any of their respective close
|
||
associates or syndicate members or any other brokers or underwriters, on one hand,
|
||
and the public Shareholder or the placee who has subscribed for the Offer Shares, on
|
||
the other hand.
|
||
• The Directors confirm that, to the best of their knowledge, information and belief,
|
||
no Offer Shares under the International Placing placed by or through the Sole
|
||
Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners, the Joint
|
||
Lead Managers, the Underwriters or the Capital Market Intermediaries under the
|
||
Global Offering have been placed with any 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.
|
||
Over-allotment Option
|
||
• The Sole Overall Coordinator confirmed that no over-allocation of the Offer Shares
|
||
under the International Placing has been made. Accordingly, the Stock Borrowing
|
||
Agreement has not been and will not be entered into, and the Over-allotment Option
|
||
has not been and will not be exercised. In view of the fact that there has been no
|
||
over-allocation of the Offer Shares under the International Placing, no stabilising
|
||
actions as described in the Prospectus will take place during the stabilising period.
|
||
Lock-up Undertakings
|
||
• The Company, the Controlling Shareholders and the Pre-IPO Investors are
|
||
subject to certain lock-up undertakings as set out in the section headed “Lock-up
|
||
Undertakings” in this announcement.
|
||
|
||
|
||
--- page 4 ---
|
||
– 6 –
|
||
Results of Allocations
|
||
• The final Offer Price, the level of indication of interest in the International Placing,
|
||
the level of applications in the Hong Kong Public Offer and the basis of allocation
|
||
of the Hong Kong Offer Shares are published on the website of the Stock Exchange
|
||
at www.hkexnews.hk and the website of the Company at www.maiyuesoft.com on
|
||
Tuesday, 10 October 2023.
|
||
• The results of allocations in the Hong Kong Public Offer (with successful applicants’
|
||
identification document numbers, where appropriate) will be available at the times
|
||
and dates and in the manner set out below:
|
||
(i) in the announcement to be posted on the website of the Stock Exchange at
|
||
www.hkexnews.hk and the website of the Company at www.maiyuesoft.com
|
||
by no later than 9:00 a.m. on Tuesday, 10 October 2023;
|
||
( i i ) from the designated results of allocations website at
|
||
www.tricor.com.hk/ipo/result and www.hkeipo.hk/IPOResult or the “IPO
|
||
Results” function in the IPO App with a “search by ID” function on a 24-
|
||
hour basis from 8:00 a.m. on Tuesday, 10 October 2023 to 12:00 midnight on
|
||
Monday, 16 October 2023; and
|
||
(iii) by telephone enquiry line by calling 3691 8488 between 9:00 a.m. and 6:00 p.m.
|
||
from Tuesday, 10 October 2023 to Friday, 13 October 2023 on a business day.
|
||
• This announcement contains a list of identification document numbers. Identification
|
||
document numbers shown in the section headed “Results of Applications Made by
|
||
HK eIPO White Form ” in this announcement refer to Hong Kong identity card
|
||
numbers/passport numbers/Hong Kong business registration numbers/certificate of
|
||
incorporation numbers/beneficial owner identification codes (if such applications
|
||
are made by nominees as agent for the benefit of another person) whereas those
|
||
displayed in the section headed “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS” in this announcement are
|
||
provided by CCASS Participants via CCASS. Therefore, the identification document
|
||
numbers shown in the two sections are different in nature. Please note that the
|
||
list of identification document numbers set out in this announcement may not be
|
||
a complete list of successful applicants since only successful applicants whose
|
||
identification document numbers are provided to HKSCC by CCASS Participants
|
||
are disclosed. Applicants with beneficial names only but not identification document
|
||
numbers are not disclosed due to personal privacy issue as elaborated below.
|
||
Applicants who applied for the Hong Kong Offer Shares through their brokers can
|
||
consult their brokers to enquire about their application results.
|
||
|
||
|
||
--- page 5 ---
|
||
– 7 –
|
||
• Since applications are subject to personal information collection statements,
|
||
beneficial owner identification codes displayed in the sections headed “Results
|
||
of Applications Made by HK eIPO White Form ” and “Results of Applications
|
||
Made by Giving Electronic Application Instructions to HKSCC via CCASS” are
|
||
redacted and not all details of applications are disclosed in this announcement.
|
||
Despatch/Collection of Share Certificates/e-Auto Refund Payment Instructions/
|
||
Refund Cheques
|
||
• Applicants who have applied 1,000,000 Hong Kong Offer Shares or more through
|
||
the HK eIPO White Form service and who have been successfully or partially
|
||
successfully allocated Hong Kong Offer Shares may collect Share certificate(s)
|
||
and/or refund cheque(s) (where applicable) in person from the Hong Kong Share
|
||
Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16
|
||
Harcourt Road, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Tuesday, 10 October
|
||
2023, or such other date as notified by the Company as the date of despatch/
|
||
collection of Share certificates/e-Refund payment instructions/refund cheques.
|
||
• Applicants being individuals who are eligible for personal collection may not
|
||
authorise any other person to collect on their behalf. Applicants being corporations
|
||
who opt for personal collection must attend through their authorised representatives
|
||
bearing letters of authorisation from their corporation stamped with the corporation’s
|
||
chop. Individuals must produce evidence of identity acceptable to the Hong Kong
|
||
Share Registrar at the time of collection.
|
||
• If an applicant who does not collect their Share certificate(s) and/or refund cheque(s)
|
||
(where applicable) personally within the time specified for collection, they will
|
||
be sent to the address specified in his/her/its application instructions on or before
|
||
Tuesday, 10 October 2023 by ordinary post at his/her/own risk.
|
||
• Share certificate(s) for applicants who have applied less than 1,000,000 Hong Kong
|
||
Offer Shares through the HK eIPO White Form service will be sent to the address
|
||
specified in his/her/its application instructions on or before Tuesday, 10 October
|
||
2023 by ordinary post at his/her/its own risk.
|
||
• If an applicant has applied for the Hong Kong Offer Shares through the HK eIPO
|
||
White Form service and paid the application monies from a single bank account,
|
||
any refund monies will be despatched to that bank account in the form of e-Auto
|
||
Refund payment instructions. If an applicant has applied for the Hong Kong Offer
|
||
Shares through the HK eIPO White Form service and paid the application monies
|
||
from multiple bank accounts, any refund monies will be despatched to the address as
|
||
specified in his/her/its application instructions in the form of refund cheque(s) in his/
|
||
her/its name (or, in case of joint applications, the first-named applicant) by ordinary
|
||
post at his/her/its own risk. No interest will be paid thereon.
|
||
|
||
|
||
--- page 6 ---
|
||
– 8 –
|
||
• Wholly or partially successful applicants who have applied by giving electronic
|
||
application instructions to HKSCC via CCASS will have their Share certificate(s)
|
||
issued in the name of HKSCC Nominees and deposited into CCASS for the credit
|
||
of the applicant’s designated CCASS Participant’s stock account or the applicant’s
|
||
CCASS Investor Participant stock account on Tuesday, 10 October 2023, or, on any
|
||
other date determined by HKSCC or HKSCC Nominees.
|
||
• Applicants who have applied through a designated CCASS Participant (other than a
|
||
CCASS Investor Participant) should check the number of Hong Kong Offer Shares
|
||
allocated to them and the amount of refund monies (if any) payable to them with that
|
||
CCASS Participant.
|
||
• Applicants who have applied as a CCASS Investor Participant by giving electronic
|
||
application instructions to HKSCC via CCASS should check and report any
|
||
discrepancies to HKSCC before 5:00 p.m. on Tuesday, 10 October 2023 or such
|
||
other date as determined by HKSCC or HKSCC Nominees. Applicants who
|
||
have applied as a CCASS Investor Participant by giving electronic application
|
||
instructions to HKSCC via CCASS can also check the number of Hong Kong
|
||
Offer Shares allocated to them and the amount of refund monies (if any) payable
|
||
to them via the CCASS Phone System and the CCASS Internet System (under the
|
||
procedures contained in HKSCC’s “An Operating Guide for Investor Participants”
|
||
in effect from time to time) on Tuesday, 10 October 2023. Immediately following
|
||
the credit of the Hong Kong Offer Shares to the CCASS Investor Participants stock
|
||
accounts and the credit of refund monies to the CCASS Investor Participants bank
|
||
accounts, HKSCC will also make available to the CCASS Investor Participant an
|
||
activity statement showing the number of Hong Kong Offer Shares credited to their
|
||
CCASS Investor Participant stock accounts and the amount of refund monies (if
|
||
any) credited to their respective designated bank accounts.
|
||
• Refund monies (if any) for applicants who have applied by giving electronic
|
||
application instructions to HKSCC via CCASS will be credited to their respective
|
||
designated bank accounts or the designated bank accounts of their respective brokers
|
||
or custodians on Tuesday, 10 October 2023.
|
||
• Share certificates will only become valid at 8:00 a.m. on 11 October 2023,
|
||
provided that (i) the Global Offering has become unconditional in all respects; and
|
||
(ii) the right of termination as described in the section headed “Underwriting —
|
||
Underwriting arrangements and expenses — Hong Kong Public Offer — Grounds
|
||
for termination” of the Prospectus has not been exercised. Investors who trade
|
||
Shares prior to the receipt of Share certificates or prior to the Share certificates being
|
||
valid evidence of title do so entirely at their own risk.
|
||
• No temporary evidence of title will be issued in respect of the Shares. No receipt
|
||
will be issued for sums paid on application.
|
||
|
||
|
||
--- page 7 ---
|
||
– 9 –
|
||
Public Float
|
||
• Immediately after completion of the Global Offering and the Capitalisation Issue,
|
||
(i) 194,000,000 Shares, representing 38.8% of the issued Shares will be held in the
|
||
public hands, satisfying the minimum percentage requirement under Rule 8.08(1)
|
||
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.
|
||
Commencement of Dealings
|
||
• Assuming that the Global Offering becomes unconditional in all respects at or before
|
||
8:00 a.m. on Wednesday, 11 October 2023, it is expected that dealings in the Shares
|
||
on the Stock Exchange will commence at 9:00 a.m. on Wednesday, 11 October
|
||
2023. The Shares will be traded in board lots of 2,000 Shares each. The stock code
|
||
of the Shares is 2501.
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares
|
||
could move substantially even with a small number of Shares traded, and should
|
||
exercise extreme caution when dealing in the Shares.
|
||
OFFER PRICE
|
||
The Offer Price has been determined at HK$1.18 per Offer Share (exclusive of brokerage
|
||
of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock
|
||
Exchange trading fee of 0.00565%).
|
||
|
||
|
||
--- page 8 ---
|
||
– 10 –
|
||
NET PROCEEDS FROM THE GLOBAL OFFERING
|
||
Based on the Offer Price of HK$1.18 per Offer Share, the net proceeds from the Global
|
||
Offering to be received by the Company, after deducting the underwriting commissions and
|
||
other estimated expenses payable by the Company in connection with the Global Offering,
|
||
are estimated to be approximately HK$90.9 million. The Company intends to use such net
|
||
proceeds in the following manner:
|
||
• approximately 20.9%, or HK$19.0 million, of the net proceeds will be used to fund the
|
||
Company’s capital needs and cash flow for the Company’s new projects as part of the
|
||
Company’s expansion strategy;
|
||
• approximately 27.8%, or HK$25.3 million, of the net proceeds will be used to establish
|
||
and strengthen the Company’s research and development centres and recruit additional
|
||
research and development staff to strengthen the Company’s research and development
|
||
capabilities;
|
||
• approximately 9.1%, or HK$8.3 million, of the net proceeds will be used to recruit
|
||
additional staff in the Company’s sales and marketing team, project management team
|
||
and technical team in support of the Company’s business expansion;
|
||
• approximately 11.8%, or HK$10.7 million, of the net proceeds will be used to upgrade
|
||
the Company’s IT infrastructure including upgrading and optimising the Company’s
|
||
existing IT infrastructure to enable the Company to effectively monitor and control the
|
||
Company’s operations and setting up interactive information kiosks;
|
||
• approximately 20.4%, or HK$18.5 million, of the net proceeds will be used to optimise
|
||
the Company’s capital structure and improve the Company’s liquidity profile by
|
||
repaying part of the Company’s bank borrowings; and
|
||
• the remaining balance of approximately 10.0%, or HK$9.1 million, of the net proceeds
|
||
will be used for working capital and general corporate purposes.
|
||
For further information, please refer to the section headed “Future Plans and Use of
|
||
Proceeds” in the Prospectus.
|
||
|
||
|
||
--- page 9 ---
|
||
– 11 –
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED UNDER
|
||
THE HONG KONG PUBLIC OFFER
|
||
The Hong Kong Offer Shares initially offered under the Hong Kong Public Offer have been
|
||
slightly over-subscribed. A total of 1,511 valid applications have been received pursuant to
|
||
the Hong Kong Public Offer (being applications made through the HK eIPO White Form
|
||
service and the CCASS EIPO service) for a total of 30,856,000 Hong Kong Offer Shares,
|
||
representing approximately 2.46 times of the total number of 12,500,000 Hong Kong Offer
|
||
Shares initially available for subscription under the Hong Kong Public Offer, among which:
|
||
• 1,509 valid applications in respect of a total of 22,856,000 Hong Kong Offer Shares
|
||
were for the Hong Kong Public Offer with an aggregate subscription amount based
|
||
on the maximum Offer Price of HK$1.40 per Offer Share (excluding brokerage of
|
||
1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and
|
||
Stock Exchange trading fee of 0.00565%) of HK$5 million or below, representing
|
||
approximately 3.66 times of the 6,250,000 Hong Kong Offer Shares initially comprised
|
||
in pool A; and
|
||
• 2 valid applications in respect of a total of 8,000,000 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offer with an aggregate subscription amount based on the
|
||
maximum Offer Price of HK$1.40 per Offer Share (excluding brokerage of 1%, SFC
|
||
transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange
|
||
trading fee of 0.00565%) of over HK$5 million, representing approximately 1.28 times
|
||
of the 6,250,000 Hong Kong Offer Shares initially comprised in pool B.
|
||
No application has been rejected due to invalid application. No multiple or suspected
|
||
multiple application was identified and rejected. No dishonoured payment has been
|
||
identified and rejected. No application for more than 6,250,000 Hong Kong Offer Shares
|
||
(being 50% of the 12,500,000 Hong Kong Offer Shares initially available for subscription
|
||
under the Hong Kong Public Offer) has been identified.
|
||
The reallocation procedures as described in the section headed “Structure and Conditions of
|
||
the Global Offering — Hong Kong Public Offer — Reallocation” in the Prospectus have not
|
||
been applied. The final number of Offer Shares under the Hong Kong Public Offer remains
|
||
to be 12,500,000 Offer Shares, representing 10% of the total number of Offer Shares
|
||
initially available under the Global Offering, which have been allocated to 1,511 successful
|
||
applicants under the Hong Kong Public Offer.
|
||
The Offer Shares offered in the Hong Kong Public Offer were conditionally allocated on the
|
||
basis set out in the section headed “Basis of Allocation under the Hong Kong Public Offer”
|
||
below.
|
||
|
||
|
||
--- page 10 ---
|
||
– 12 –
|
||
INTERNATIONAL PLACING
|
||
The International Placing Shares initially offered under the International Placing have been
|
||
slightly over-subscribed, representing approximately 1.16 times the number of International
|
||
Placing Shares initially available under the International Placing. The reallocation
|
||
procedures as described in the section headed “Structure and Conditions of the Global
|
||
Offering — Hong Kong Public Offer — Reallocation” in the Prospectus have not been
|
||
applied. The final number of International Placing Shares under the International Placing
|
||
remains to be 112,500,000 Offer Shares, representing 90% of the total number of Offer
|
||
Shares initially available under the Global Offering.
|
||
No over-allocation of Offer Shares has been made and there are a total of 102 placees
|
||
under the International Placing, among which 45 placees have been allotted five or fewer
|
||
board lots of Offer Shares, representing approximately 44.1% of the 102 placees under
|
||
the International Placing and 44 placees have been allotted one board lot of Offer Shares,
|
||
representing approximately 43.1% of the 102 placees under the International Placing.
|
||
The International Placing has been conducted in compliance with the Placing Guidelines for
|
||
Equity Securities in Appendix 6 to the Listing Rules. None of the Sole Sponsor, the Sole
|
||
Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
|
||
Managers, the Underwriters, the Capital Market Intermediaries and their respective affiliated
|
||
companies and connected clients of the lead broker or of any distributors (as defined in
|
||
the Placing Guidelines) has taken up any Offer Shares for its own benefit under the Global
|
||
Offering.
|
||
To the best knowledge of the Company, (i) none of the Offer Shares subscribed for by
|
||
public Shareholders in the Hong Kong Public Offer and placees in the International Placing
|
||
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 (as defined in the Listing Rules) of the Company, existing Shareholders, or any
|
||
of their respective close associates; (ii) none of the public Shareholders in the Hong Kong
|
||
Public Offer and placees in the International Placing 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 (as defined in the Listing Rules) of the Company, 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; (iii) no rebate
|
||
has been, directly or indirectly, provided by the Company, the Directors, the chief executive
|
||
of the Company or any of its subsidiaries, the Controlling Shareholders, the substantial
|
||
shareholders (as defined in the Listing Rules) of the Company, the existing Shareholders, or
|
||
any of their respective close associates, or syndicate members or any brokers or underwriters
|
||
to any public Shareholders in the Hong Kong Public Offer or placees in the International
|
||
Placing; (iv) the consideration payable by the public Shareholders in the Hong Kong
|
||
|
||
|
||
--- page 11 ---
|
||
– 13 –
|
||
Public Offer and placees in the International Placing for each Offer Share subscribed for
|
||
or purchased by them is the same as the final Offer Price as determined by the Company,
|
||
in additional to brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction
|
||
levy of 0.00015% and Stock Exchange trading fee of 0.00565%; and (v) there is no side
|
||
agreement or arrangement between the Company, any of the Directors, the chief executive
|
||
of the Company or any of its subsidiaries, the Controlling Shareholders, the substantial
|
||
shareholders (as defined in the Listing Rules) of the Company, the existing Shareholders,
|
||
or any of their respective close associates or syndicate members or any other brokers or
|
||
underwriters, on one hand, and the public Shareholder or the placee who has subscribed for
|
||
the Offer Shares, on the other hand.
|
||
The Directors confirm that, to the best of their knowledge, information and belief, no Offer
|
||
Shares under the International Placing placed by or through the Sole Overall Coordinator,
|
||
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
|
||
Underwriters, the Capital Market Intermediaries under the Global Offering have been placed
|
||
with any 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.
|
||
Over-allotment Option
|
||
In connection with the Global Offering, the Company has granted the Over-allotment
|
||
Option to the International Underwriters, exercisable by the Sole Overall Coordinator (for
|
||
itself and on behalf of the International Underwriters) at any time from the Listing Date to
|
||
Friday, 3 November 2023, the 30th day after the last day for lodging applications under the
|
||
Hong Kong Public Offer, pursuant to which the Company may be required to allot and issue
|
||
up to an aggregate of 18,750,000 additional new Shares, representing 15% of the initial
|
||
number of Offer Shares offered under the Global Offering, at the Offer Price to cover the
|
||
over-allocation in the International Placing.
|
||
The Sole Overall Coordinator confirmed that no over-allocation of the Offer Shares under
|
||
the International Placing has been made. Accordingly, the Stock Borrowing Agreement
|
||
has not been and will not be entered into, and the Over-allotment Option has not been and
|
||
will not be exercised. In view of the fact that there has been no over-allocation of the Offer
|
||
Shares under the International Placing, no stabilising actions as described in the Prospectus
|
||
will take place during the stabilising period.
|
||
|
||
|
||
--- page 12 ---
|
||
– 14 –
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFER
|
||
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,
|
||
1,511 valid applications made by the public through the HK eIPO White Form service and
|
||
the CCASS EIPO service will be conditionally allocated on the basis set out below:
|
||
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
|
||
2,000 959 2,000 Shares 100.00%
|
||
4,000 78 2,000 Shares plus 39 out of 78 applicants to receive
|
||
an additional 2,000 Shares
|
||
75.00%
|
||
6,000 134 2,000 Shares plus 108 out of 134 applicants to
|
||
receive an additional 2,000 Shares
|
||
60.20%
|
||
8,000 29 4,000 Shares 50.00%
|
||
10,000 56 4,000 Shares plus 14 out of 56 applicants to receive
|
||
an additional 2,000 Shares
|
||
45.00%
|
||
20,000 40 6,000 Shares plus 30 out of 40 applicants to receive
|
||
an additional 2,000 Shares
|
||
37.50%
|
||
30,000 112 8,000 Shares plus 56 out of 112 applicants to
|
||
receive an additional 2,000 Shares
|
||
30.00%
|
||
40,000 11 10,000 Shares 25.00%
|
||
50,000 10 10,000 Shares plus 9 out of 10 applicants to receive
|
||
an additional 2,000 Shares
|
||
23.60%
|
||
60,000 4 12,000 Shares plus 2 out of 4 applicants to receive
|
||
an additional 2,000 Shares
|
||
21.67%
|
||
70,000 17 14,000 Shares plus 1 out of 17 applicants to receive
|
||
an additional 2,000 Shares
|
||
20.17%
|
||
80,000 4 14,000 Shares plus 3 out of 4 applicants to receive
|
||
an additional 2,000 Shares
|
||
19.38%
|
||
90,000 2 16,000 Shares plus 1 out of 2 applicants to receive
|
||
an additional 2,000 Shares
|
||
18.89%
|
||
100,000 24 16,000 Shares plus 18 out of 24 applicants to
|
||
receive an additional 2,000 Shares
|
||
17.50%
|
||
200,000 22 24,000 Shares plus 4 out of 22 applicants to receive
|
||
an additional 2,000 Shares
|
||
12.18%
|
||
|
||
|
||
--- page 13 ---
|
||
– 15 –
|
||
No. of
|
||
Shares
|
||
applied for
|
||
No. of
|
||
valid
|
||
applications Basis of allotment/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total no. of
|
||
Shares applied
|
||
for
|
||
300,000 1 32,000 Shares 10.67%
|
||
400,000 2 38,000 Shares 9.50%
|
||
500,000 1 44,000 Shares 8.80%
|
||
600,000 1 48,000 Shares 8.00%
|
||
1,000,000 1 66,000 Shares 6.60%
|
||
2,000,000 1 100,000 Shares 5.00%
|
||
Total 1,509 Total number of Pool A successful applicants: 1,509
|
||
POOL B
|
||
4,000,000 2 3,124,000 Shares plus 1 out of 2 applicants to
|
||
receive an additional 2,000 Shares
|
||
78.13%
|
||
|
||
Total 2 Total number of Pool B successful applicants: 2
|
||
The final number of Offer Shares comprising the Hong Kong Public Offer is 12,500,000
|
||
Offer Shares, representing 10% of the total number of the Offer Shares initially available
|
||
under the Global Offering.
|
||
|
||
|
||
--- page 14 ---
|
||
– 16 –
|
||
LOCK-UP UNDERTAKINGS
|
||
The Company, the Controlling Shareholders and the Pre-IPO Investors are subject to certain
|
||
lock-up undertakings (the “Lock-up Undertakings”) in respect of the Shares. The major
|
||
terms of the Lock-up Undertakings are set out as follows:
|
||
Name
|
||
Number of
|
||
Shares subject
|
||
to the Lock-up
|
||
Undertakings
|
||
after Listing
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital of
|
||
the Company
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering which
|
||
are subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listings
|
||
Last day of the
|
||
lock-up period
|
||
The Company(1)
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing
|
||
Rules and the Underwriting
|
||
Agreements)
|
||
N/A N/A 10 April 2024
|
||
(First Six-Month Period);
|
||
10 October 2024
|
||
(Second Six-Month Period)
|
||
Controlling Shareholders(2)
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing
|
||
Rules and the Underwriting
|
||
Agreements)
|
||
306,000,000 61.2% 10 April 2024
|
||
(First Six-Month Period);
|
||
10 October 2024
|
||
(Second Six-Month Period)
|
||
Pre-IPO Investors
|
||
(subject to lock-up obligations
|
||
pursuant to the relevant share
|
||
purchase agreements)
|
||
Mr. Ye (through Canwest Profits) 30,000,000 6.0% 10 April 2024
|
||
Mr. Chan (through Million Oak) 28,125,000 5.625% 10 April 2024
|
||
Mr. Chua 10,875,000 2.175% 10 April 2024
|
||
Total 375,000,000 75.0%
|
||
|
||
|
||
--- page 15 ---
|
||
– 17 –
|
||
Notes:
|
||
1. The Company may not, among others, issue or agree to issue or publicly announce its intention to
|
||
issue Shares or securities of the Company during the First Six-Month Period except for the issue of
|
||
the Shares pursuant to the Global Offering, the Capitalisation Issue, the exercise of the Over-allotment
|
||
Option, the grant of options under the Share Option Scheme and the issue of Shares on the exercise
|
||
thereof or as otherwise with the prior written consent of the Sole Sponsor and the Sole Overall
|
||
Coordinator, and unless in compliance with the Listing Rules. In the event the Company does so by
|
||
virtue of the aforesaid exceptions or during the Second Six-Month Period, the Company will take all
|
||
reasonable steps to ensure that such action will not create a disorderly or false market in any of the
|
||
Shares or other securities of the Company. For details of the lock-up arrangements of the Company,
|
||
please refer to the paragraphs headed “Underwriting — Hong Kong Underwriting Agreement —
|
||
Undertakings by our Company” in the Prospectus.
|
||
2. The Controlling Shareholders may not, among others, transfer or dispose of or agree to transfer or
|
||
dispose of or publicly announce any intention to transfer or dispose of any Shares or securities of the
|
||
Company during the First Six-Month Period without the prior written consent of the Sole Sponsor
|
||
and the Sole Overall Coordinator and unless in compliance with the Listing Rules. The Controlling
|
||
Shareholders may not, among others, enter into or agree to or publicly announce any intention to enter
|
||
into transfer or disposal of any Shares or securities of the Company during the Second Six-Month
|
||
Period, if, immediately following such transfer or disposal, he/she/it will cease to be a controlling
|
||
shareholder and/or a group of controlling shareholders of the Company. For details of the lock-up
|
||
arrangements of the Controlling Shareholders, please refer to the paragraphs headed “Underwriting —
|
||
Hong Kong Underwriting Agreement — Undertaking by our Controlling Shareholders”.
|
||
RESULTS OF ALLOCATIONS
|
||
The final Offer Price, the level of indication of interest in the International Placing, the level
|
||
of applications in the Hong Kong Public Offer and the basis of allocation of the Hong Kong
|
||
Offer Shares are published on the website of the Stock Exchange at www.hkexnews.hk and
|
||
the website of the Company at www.maiyuesoft.com on Tuesday, 10 October 2023.
|
||
The results of allocations in the Hong Kong Public Offer (with successful applicants’
|
||
identification document numbers, where appropriate) will be available at the times and dates
|
||
and in the manner set out below:
|
||
(i) in the announcement to be posted on the website of the Stock Exchange at
|
||
www.hkexnews.hk and the website of the Company at www.maiyuesoft.com by no
|
||
later than 9:00 a.m. on Tuesday, 10 October 2023;
|
||
|
||
|
||
--- page 16 ---
|
||
– 18 –
|
||
(ii) from the designated results of allocations website at www.tricor.com.hk/ipo/result
|
||
and www.hkeipo.hk/IPOResult or the “IPO Results” function in the IPO App with
|
||
a “search by ID” function on a 24-hour basis from 8:00 a.m. on Tuesday, 10 October
|
||
2023 to 12:00 midnight on Monday, 16 October 2023; and
|
||
(iii) by telephone enquiry line by calling 3691 8488 between 9:00 a.m. and 6:00 p.m. from
|
||
Tuesday, 10 October 2023 to Friday, 13 October 2023 on a business day.
|
||
This announcement contains a list of identification document numbers. Identification
|
||
document numbers shown in the section headed “Results of Applications Made by HK eIPO
|
||
White Form” in this announcement refer to Hong Kong identity card numbers/passport
|
||
numbers/Hong Kong business registration numbers/certificate of incorporation numbers/
|
||
beneficial owner identification codes (if such applications are made by nominees as agent
|
||
for the benefit of another person) whereas those displayed in the section headed “Results
|
||
of Applications Made by Giving Electronic Application Instructions to HKSCC via
|
||
CCASS” in this announcement are provided by CCASS Participants via CCASS. Therefore,
|
||
the identification document numbers shown in the two sections are different in nature.
|
||
Please note that the list of identification document numbers set out in this announcement
|
||
may not be a complete list of successful applicants since only successful applicants whose
|
||
identification document numbers are provided to HKSCC by CCASS Participants are
|
||
disclosed. Applicants with beneficial names only but not identification document numbers
|
||
are not disclosed due to personal privacy issue as elaborated below. Applicants who applied
|
||
for the Hong Kong Offer Shares through their brokers can consult their brokers to enquire
|
||
about their application results.
|
||
Since applications are subject to personal information collection statements, beneficial
|
||
owner identification codes displayed in the sections headed “Results of Applications Made
|
||
by HK eIPO White Form” and “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS” are redacted and not all details of
|
||
applications are disclosed in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
– 19 –
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
Set out below is an analysis of shareholding concentration in the International Placing.
|
||
• subscription and number of Shares held by the top 1, 5, 10, 20 and 25 of the placees
|
||
out of the International Placing Shares, total Offer Shares and total issued share capital
|
||
of the Company upon Listing:
|
||
Placee
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Placing
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Total
|
||
shareholding
|
||
as % of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 14,544,000 14,544,000 12.9% 11.6% 2.9%
|
||
Top 5 54,516,000 54,516,000 48.5% 43.6% 10.9%
|
||
Top 10 79,622,000 79,622,000 70.8% 63.7% 15.9%
|
||
Top 20 103,474,000 103,474,000 92.0% 82.8% 20.7%
|
||
Top 25 106,716,000 106,716,000 94.9% 85.4% 21.3%
|
||
• subscription and number of Shares held by the top 1, 5, 10, 20 and 25 of the
|
||
Shareholders out of the International Placing Shares, total Offer Shares and total issued
|
||
share capital of the Company upon Listing:
|
||
Shareholder
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Placing
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Total
|
||
shareholding
|
||
as % of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 — 306,000,000 0.0% 0.0% 61.2%
|
||
Top 5 14,544,000 389,544,000 12.9% 11.6% 77.9%
|
||
Top 10 60,340,000 435,340,000 53.6% 48.3% 87.1%
|
||
Top 20 98,410,000 473,410,000 81.9% 78.7% 94.7%
|
||
Top 25 108,306,000 483,306,000 90.7% 86.6% 96.7%
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares
|
||
could move substantially even with a small number of Shares traded, and should
|
||
exercise extreme caution when dealing in the Shares.
|