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.
1629 lines
60 KiB
Plaintext
1629 lines
60 KiB
Plaintext
--- page 1 ---
|
||
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, and is not intended to, constitute or form a part of any offer or solicitation to purchase or
|
||
subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not
|
||
be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
|
||
Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
|
||
otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration
|
||
requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no
|
||
public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the
|
||
United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of
|
||
each jurisdiction where those offers and sales occur.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
||
or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company
|
||
and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
|
||
defined in the prospectus dated 13 March 2026 (the “Prospectus ”) issued by FS.COM Limited (the “Company ”).
|
||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as
|
||
stabilizing manager (the “Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the
|
||
Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
|
||
may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
|
||
such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
|
||
may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
|
||
However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
|
||
any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
|
||
Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
|
||
regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to
|
||
an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering, being Friday,
|
||
17 April 2026. Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so,
|
||
in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
|
||
Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
|
||
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
|
||
longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
|
||
after the last day for lodging applications under the Hong Kong Public Offering. After this date, when no further
|
||
stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.
|
||
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (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
|
||
section headed “Underwriting { Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds
|
||
for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
|
||
1
|
||
|
||
|
||
--- page 2 ---
|
||
FS.COM Limited
|
||
ʮ̡
|
||
(a joint stock company incorporated in the People ’s Republic of China with limited liability)
|
||
Global Offering
|
||
Number of Offer Shares under the
|
||
Global Offering
|
||
: 40,000,000 H Shares (subject to the
|
||
Over-allotment Option)
|
||
Number of Hong Kong Offer Shares : 4,000,000 H Shares (subject to
|
||
reallocation)
|
||
Number of International Offer Shares : 36,000,000 H Shares (subject to
|
||
reallocation and the Over-allotment
|
||
Option)
|
||
Final Offer Price : HK$41.60 per H Share plus brokerage
|
||
of 1.0%, SFC transaction levy of
|
||
0.0027%, Hong Kong Stock Exchange
|
||
trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015% (payable
|
||
in full on application in Hong Kong
|
||
dollars and subject to refund)
|
||
Nominal value : RMB1.00 per H Share
|
||
Stock code : 3355
|
||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||
Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners
|
||
2
|
||
|
||
|
||
--- page 3 ---
|
||
FS.COM Limited / 深圳市飛速創新技術股份有限公司
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
|
||
defined in the prospectus dated 13 March 2026 (the “Prospectus”) issued by FS.COM Limited (the “Company”).
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and
|
||
prospective investors should be aware that the price of the H Shares could move substantially even with a small
|
||
number of H Shares traded and should exercise extreme caution when dealing in the H Shares.
|
||
SUMMARY
|
||
Company information
|
||
Stock code 3355
|
||
Stock short name FS.COM
|
||
Dealings commencement date 23 March 2026*
|
||
*see note at the end of the announcement
|
||
Price Information
|
||
Final Offer Price HK$41.60
|
||
Maximum Offer Price HK$41.60
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 40,000,000
|
||
Number of Offer Shares in the Hong Kong Public Offering (after
|
||
reallocation)
|
||
4,000,000
|
||
Number of offer shares in International Offering (after
|
||
reallocation)
|
||
36,000,000
|
||
Number of issued shares upon Listing 400,000,000
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 6,000,000
|
||
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
|
||
secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of
|
||
these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock
|
||
Exchange’s website.
|
||
Proceeds
|
||
Gross proceeds (Note) HK$ 1,664.00 million
|
||
Less: Estimated listing expenses payable based on Final Offer
|
||
Price
|
||
HK$ 104.97 million
|
||
Net proceeds HK$ 1,559.03 million
|
||
Note: Gross proceeds refer to the amount to which the Company is entitled to receive. For details of the use of proceeds, please
|
||
refer to the Prospectus dated 13 March 2026.
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
No. of valid applications 196,756
|
||
No. of successful applications 31,492
|
||
3
|
||
|
||
|
||
--- page 4 ---
|
||
Subscription level 1,579.71 times
|
||
Claw-back triggered N/A
|
||
No. of Offer Shares initially available under the Public Offer 4,000,000
|
||
Final no. of Offer Shares under the Hong Kong Public Offering (after
|
||
reallocation)
|
||
4,000,000
|
||
% of Offer Shares under the Hong Kong Public Offering to the Global
|
||
Offering
|
||
10%
|
||
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
|
||
https://www.hkeipo.hk/IPOResult to perform a search by name or identification number or
|
||
https://www.hkeipo.hk/IPOResult for the full list of allottees.
|
||
INTERNATIONAL OFFERING
|
||
No. of placees 140
|
||
Subscription Level 10.92 times
|
||
No. of Offer Shares initially available under the International Offering 36,000,000
|
||
Final no. of Offer Shares under the International Offering 36,000,000
|
||
% of Offer Shares under the International Offering to the Global
|
||
Offering
|
||
90%
|
||
The Directors confirm that, to the best of their knowledge, information and belief , (a) save for waivers from strict
|
||
compliance with Rule 10.04 of the Listing Rules and consents under paragraph 1C(2) of Appendix F1 to the Listing
|
||
Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate certain Offer Shares
|
||
in the International Offering to certain existing Shareholders and/or their close associates and (b) a consent under
|
||
Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among other things, allocate further H
|
||
Shares in the International Offering to certain Cornerstone Investors and/or their respective close associates , (i) none
|
||
of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the Company,
|
||
any of the Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
|
||
shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii) none of the placees
|
||
and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of
|
||
the Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
|
||
of the Company or any of its subsidiari es or their respective close associates in relation to the acquisition, disposal,
|
||
voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
|
||
The placees in the International Offering include the following:
|
||
Cornerstone Investors
|
||
Investor(1)
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
Hao Great
|
||
China Focus
|
||
Fund (“Hao
|
||
Fund”) 3,751,900 0.94% 0.94% No
|
||
Great Holding
|
||
Development
|
||
Limited (“Great
|
||
Holding”) 2,713,900 0.68% 0.68%
|
||
No
|
||
4
|
||
|
||
|
||
--- page 5 ---
|
||
Investor(1)
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
WT Asset
|
||
Management
|
||
Limited 1,875,900 0.47% 0.47%
|
||
No
|
||
Caitong Funds
|
||
SPC —
|
||
Strategic Equity
|
||
Fund III SP
|
||
(“Caitong
|
||
SEIII”) 1,802,800 0.45% 0.45%
|
||
No
|
||
Shanghai
|
||
Intewise Capital
|
||
Investment
|
||
Limited
|
||
(“Shanghai
|
||
Intewise”)
|
||
ultimate clients
|
||
and CICC
|
||
Financial
|
||
Trading Limited
|
||
(“CICC FT”)
|
||
(in connection
|
||
with Shanghai
|
||
Intewise OTC
|
||
Swaps) 1,346,100 0.34% 0.34%
|
||
No
|
||
Foresight
|
||
Capital Steady
|
||
Growth LPF
|
||
(“Foresight”) 1,201,900 0.30% 0.30%
|
||
No
|
||
SCGC Capital
|
||
Holding
|
||
Company
|
||
Limited
|
||
(“SCGC
|
||
Capital”) 1,201,900 0.30% 0.30% Yes
|
||
Aether Wave
|
||
Fund L.P. 1,125,500 0.28% 0.28% Yes
|
||
GF International
|
||
Investment
|
||
Management
|
||
Limited (“GF
|
||
Fund HK”) 937,900 0.23% 0.23%
|
||
No
|
||
Shenzhen
|
||
Kaifeng
|
||
Investment
|
||
Management
|
||
Co., Ltd.
|
||
(“Shenzhen
|
||
Kaifeng”),
|
||
Changdu
|
||
Kaifeng
|
||
Investment 721,000 0.18% 0.18%
|
||
No
|
||
5
|
||
|
||
|
||
--- page 6 ---
|
||
Investor(1)
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
Existing
|
||
shareholders or
|
||
their close
|
||
associates
|
||
Management
|
||
Co., Ltd.
|
||
(“Changdu
|
||
Kaifeng”) and
|
||
CICC FT (in
|
||
connection with
|
||
the Kaifeng
|
||
OTC Swaps (as
|
||
defined below))
|
||
Wider Huge
|
||
Group Limited
|
||
(“Wider
|
||
Huge”) 244,100 0.06% 0.06%
|
||
No
|
||
Total 16,922,900 4.23% 4.23%
|
||
Note:
|
||
1. In addition to the Offer Shares subscribed for as Cornerstone Investors, CICC FT (in connection with the Shanghai
|
||
Intewise OTC Swaps and the Kaifeng OTC Swaps), Foresight, Aether Wave Fund L.P., SCGC Capital and Wider
|
||
Huge and/or their respective close associates, where applicable, were allocated further Offer Shares as placees
|
||
in the International Offering. Please refer to the section headed “Allotment Results Details – International Offer
|
||
– Allottees with waivers/consents obtained” in this announcement for details. Only the Offer Shares subscribed
|
||
for as Cornerstone Investors are subject to lock -up as indicated below. For details, please refer to the section
|
||
headed “Lock-up Undertakings – Cornerstone Investors” in this announcement.
|
||
Allottees with waivers/consents obtained
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares allocated
|
||
% of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the over-
|
||
allotment Option is
|
||
not exercised)
|
||
% of total issued
|
||
share capital after
|
||
the Global Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised) Relationship
|
||
Allottees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
|
||
further H Shares to existing Shareholders and Cornerstone Investors and/or their close associates (1)
|
||
Hao Fund 1,743,500 0.44% 0.44% A Cornerstone
|
||
Investor
|
||
WT Asset
|
||
Management Limited
|
||
1,313,000 0.33% 0.33% A Cornerstone
|
||
Investor
|
||
Caitong SEIII 1,257,000 0.31% 0.31% A Cornerstone
|
||
Investor
|
||
SCGC Capital 1,200,000 0.30% 0.30% A close associate
|
||
of an existing
|
||
Shareholder and a
|
||
Cornerstone
|
||
Investor
|
||
Aether Wave Fund
|
||
L.P.
|
||
788,000 0.20% 0.20% A Cornerstone
|
||
Investor
|
||
Shanghai Intewise
|
||
ultimate clients and
|
||
CICC FT (in
|
||
5,412,500 1.35% 1.35% A Cornerstone
|
||
Investor
|
||
6
|
||
|
||
|
||
--- page 7 ---
|
||
connection with
|
||
Shanghai Intewise
|
||
OTC Swaps)
|
||
Shenzhen Kaifeng,
|
||
Changdu Kaifeng
|
||
and CICC FT (in
|
||
connection with the
|
||
Kaifeng OTC Swaps)
|
||
318,500 0.08% 0.08% A Cornerstone
|
||
Investor
|
||
Longrising Ultimate
|
||
Clients (as defined
|
||
below) and CICC FT
|
||
(in connection with
|
||
the Longrising OTC
|
||
Swaps (as defined
|
||
below))
|
||
63,400 0.16% 0.16% A close associate
|
||
of a Cornerstone
|
||
Investor
|
||
Wider Huge 187,500 0.05% 0.05% A Cornerstone
|
||
Investor
|
||
Foresight 825,500 0.21% 0.21% A Cornerstone
|
||
Investor
|
||
GF Fund HK 656,500 0.16% 0.16% A close associate
|
||
of a Cornerstone
|
||
Investor
|
||
GF Securities Asset
|
||
Management
|
||
(Guangdong) Co.,
|
||
Ltd. (“GF Securities
|
||
AM”, acting as a
|
||
qualified domestic
|
||
institutional investor
|
||
for PSBC Wealth
|
||
Management Co.,
|
||
Ltd. (“ PSBC
|
||
Wealth”)) (2)
|
||
5,000 0.01% 0.01% A close associate
|
||
of a Cornerstone
|
||
Investor
|
||
GF Securities AM
|
||
acting as a qualified
|
||
domestic institutional
|
||
investor for CIB -
|
||
GFAM
|
||
WANXIANG NO.1
|
||
(3)
|
||
2,000 0.01% 0.01% A close associate
|
||
of a Cornerstone
|
||
Investor
|
||
Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
|
||
Listing Applicants in relation to allocations to connected clients (4)
|
||
Shanghai Intewise
|
||
ultimate clients and
|
||
CICC FT (in
|
||
connection with
|
||
Shanghai Intewise
|
||
OTC Swaps)
|
||
5,412,500 1.35% 1.35% Connected client
|
||
Shenzhen Kaifeng
|
||
and CICC FT (in
|
||
connection with the
|
||
Kaifeng OTC
|
||
Swaps)
|
||
159,200 0.04% 0.04% Connected client
|
||
Changdu Kaifeng
|
||
and CICC FT (in
|
||
connection with the
|
||
Changdu OTC
|
||
159,300 0.04% 0.04% Connected client
|
||
7
|
||
|
||
|
||
--- page 8 ---
|
||
Swaps) (defined
|
||
below)
|
||
Longrising Ultimate
|
||
Clients (as defined
|
||
below) and CICC FT
|
||
(in connection with
|
||
the Longrising OTC
|
||
Swaps (as defined
|
||
below))
|
||
63,400 0.02% 0.02% Connected client
|
||
Bosera Asset
|
||
Management
|
||
(International) Co.,
|
||
Ltd (“Bosera AM”)
|
||
75,000 0.02% 0.02% Connected client
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AM HK”)
|
||
75,000 0.02% 0.02% Connected client
|
||
CSI Panjing
|
||
Ultimate Clients
|
||
(defined below) and
|
||
CITIC Securities
|
||
International Capital
|
||
Management
|
||
Limited (“CSI”) (in
|
||
connection with CSI
|
||
Panjing OTC Swaps)
|
||
84,500 0.02% 0.02% Connected client
|
||
CITIC Securities
|
||
Asset Management
|
||
Company Limited
|
||
(“CITIC Asset
|
||
Management”)
|
||
10,000 0.003% 0.003% Connected client
|
||
CSI HY Capital
|
||
Ultimate Client (as
|
||
defined below) and
|
||
CSI (in connection
|
||
with the CSI HY
|
||
OTC Swaps (as
|
||
defined below))
|
||
150,000 0.04% 0.04% Connected client
|
||
Haitong Global
|
||
Investment SPC IV -
|
||
Haitong Opportunity
|
||
Fund II S.P.
|
||
(“Haitong
|
||
Opportunity Fund
|
||
II”)
|
||
10,000 0.003% 0.003% Connected client
|
||
Guotai Junan
|
||
Investments (Hong
|
||
Kong) Limited
|
||
5,000 0.001% 0.001% Connected client
|
||
Valuable Investment
|
||
Limited
|
||
37,500 0.01% 0.01% Connected client
|
||
Notes:
|
||
1. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number
|
||
of Offer Shares allocated to the investors as placees in the International Offering. For allocations of Offer Shares
|
||
to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment Results Details –
|
||
International Offer – Cornerstone Investors” in this announcement. For details of the consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants in relation to allocations of further H Shares to the existing Shareholders
|
||
and/or their close associates and Cornerstone Investors, please refer to the section headed “Others/Additional
|
||
8
|
||
|
||
|
||
--- page 9 ---
|
||
Information – Allocations of further H Shares to a close associate of an existing Shareholders and Cornerstone
|
||
Investors with consent under Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
2. GF Securities AM and GF Fund HK are members of the same group of companies. GF Securities AM is therefore
|
||
a close associate of GF Fund HK. PSBC Wealth has engaged GF Securities AM, an asset manager that is a qualified
|
||
domestic institutional investor as approved by the relevant PRC authority, to subscribe for and hold such Offer
|
||
Shares on a non -discretionary basis on behalf of PSBC Wealth, in the name of: (i) GFAM ZHONGYOU NO. 4
|
||
ASSET MANAGEMENT ACCOUNT (QDII) ( 廣發資管中郵理財港 股策略 4號單一資產管理計劃 ) and (ii)
|
||
GFAM ZHONGYOU NO. 5 ASSET MANAGEMENT ACCOUNT (QDII) ( 廣發資管中郵理財港股策略5號單一
|
||
資產管理計劃). PSBC Wealth is wholly owned by Postal Savings Bank of China Co., Ltd. (SEHK: 1658) and is
|
||
ultimately controlled by China Post Group Corporation Limited.
|
||
3. GF Securities AM will hold the Offer Shares as product manager on behalf of CIB- GFAM WANXIANG NO.1, with
|
||
the ultimate client being Shenwan Hongyuan Group Co., Ltd. (申萬宏源集團股份有限公司) (the “GF Securities
|
||
AM Ultimate Client AMS ”). Shenwan Hongyuan Securities Co., Ltd. is a wholly -owned subsidiary of Shenwan
|
||
Hongyuan Group Co., Ltd. (Stock Code: 6806).
|
||
4. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
|
||
Listing Applicants in relation to allocations to connected clients, please refer to the section headed “Others /
|
||
Additional Information – Placing to connected clients with prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines” in this announcement.
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% 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
|
||
(1)(2)
|
||
Mr. Xiang Wei 203,928,528 203,928,528 50.98% 50.98% 22 March 2027
|
||
Shenzhen
|
||
Yuxuan Prudence
|
||
Technology
|
||
Partnership
|
||
(Limited
|
||
Partnership)
|
||
11,489,819 11,489,819 2.87% 2.87% 22 March 2027
|
||
Shenzhen
|
||
Yuxuan Progress
|
||
Technology
|
||
Partnership
|
||
(Limited
|
||
Partnership)
|
||
2,650,548 2,650,548 0.66% 0.66% 22 March 2027
|
||
Shenzhen
|
||
Yuxuan Growth
|
||
Technology
|
||
Partnership
|
||
(Limited
|
||
Partnership)
|
||
2,091,006 2,091,006 0.52% 0.52% 22 March 2027
|
||
Total 220,159,901 220,159,901 55.04% 55.04%
|
||
Note:
|
||
9
|
||
|
||
|
||
--- page 10 ---
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% 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
|
||
(1)(2)
|
||
1. The expiry date of the lock -up period is pursuant to the PRC Company Law .
|
||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period
|
||
ends on 22 September 2026 and for the second six-month period ends on 22 March 2027.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of H
|
||
Shares held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued H
|
||
Shares subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% 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 (1)
|
||
Hao Fund 3,751,900 0.94% 0.94% 22 September 2026
|
||
Great Holding 2,713,900 0.68% 0.68% 22 September 2026
|
||
WT Asset
|
||
Management Limited 1,875,900 0.47% 0.47%
|
||
22 September 2026
|
||
Caitong SEIII 1,802,800 0.45% 0.45% 22 September 2026
|
||
Shanghai Intewise
|
||
ultimate clients and
|
||
CICC FT (in
|
||
connection with
|
||
Shanghai Intewise
|
||
OTC Swaps) 1,346,100 0.34% 0.34%
|
||
22 September 2026
|
||
Foresight 1,201,900 0.30% 0.30% 22 September 2026
|
||
SCGC Capital 1,201,900 0.30% 0.30% 22 September 2026
|
||
Aether Wave Fund
|
||
L.P. 1,125,500 0.28% 0.28%
|
||
22 September 2026
|
||
GF Fund HK 937,900 0.23% 0.23% 22 September 2026
|
||
Shenzhen Kaifeng,
|
||
Changdu Kaifeng
|
||
and CICC FT (in
|
||
connection with the
|
||
Kaifeng OTC Swaps) 721,000 0.18% 0.18%
|
||
22 September 2026
|
||
Wider Huge 244,100 0.06% 0.06% 22 September 2026
|
||
Total 16,922,900 4.23% 4.23%
|
||
Note:
|
||
1. In accordance with the respective Cornerstone Investment Agreement, the required lock -up ends on 2 2 September
|
||
2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring Shares after the
|
||
indicated date.
|
||
Existing Shareholders (other than the Controlling Shareholders)
|
||
10
|
||
|
||
|
||
--- page 11 ---
|
||
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 (1)
|
||
Gongqingcheng Fupeng
|
||
Hongxiang No. 3 Venture
|
||
Capital Partnership
|
||
(Limited Partnership)
|
||
39,405,738 9.85% 22 March 2027
|
||
Ningbo Meishan Bonded
|
||
Port Area Fupeng
|
||
Hongxiang No. 8 Equity
|
||
Investment
|
||
Management Centre
|
||
(Limited Partnership)
|
||
17,514,646 4.38% 22 March 2027
|
||
Haitong Innovation
|
||
Securities Investment Co.,
|
||
Ltd.
|
||
16,069,116 4.02% 22 March 2027
|
||
Yang Jie 15,850,897 3.96% 22 March 2027
|
||
Shenzhen Hongtu No. 1
|
||
Private Equity Investment
|
||
Fund Partnership (Limited
|
||
Partnership)
|
||
8,181,818 2.05% 22 March 2027
|
||
Shenzhen Chaoyue Future
|
||
Venture Capital Partnership
|
||
(Limited Partnership)
|
||
6,860,832 1.72% 22 March 2027
|
||
Hainan Orcas Private
|
||
Equity Investment Fund
|
||
Partnership (Limited
|
||
Partnership)
|
||
4,548,848 1.14% 22 March 2027
|
||
Xiamen Taiya Phase I
|
||
Venture Capital Partnership
|
||
(Limited Partnership)
|
||
3,892,093 0.97% 22 March 2027
|
||
Guosen (Zhuhai) Energy
|
||
Industry Private Equity
|
||
Fund Partnership Enterprise
|
||
(Limited Partnership)
|
||
3,478,800 0.87% 22 March 2027
|
||
Shenzhen Capital Group
|
||
Co., Ltd.
|
||
3,272,725 0.82% 22 March 2027
|
||
Zhuhai Lafang Excellence
|
||
No. 7 Investment Fund
|
||
(Limited Partnership)
|
||
3,083,880 0.77% 22 March 2027
|
||
Jieyang Herun Investment
|
||
Co., Ltd.
|
||
3,083,880 0.77% 22 March 2027
|
||
Shenzhen Nanshan Hongtu
|
||
Equity Investment Fund
|
||
Partnership (Limited
|
||
Partnership)
|
||
2,181,820 0.55% 22 March 2027
|
||
Xuzhou Yongzheng
|
||
Investment Partnership
|
||
(Limited Partnership)
|
||
1,785,335 0.45% 22 March 2027
|
||
Xiamen Guosen Lianfa
|
||
Intelligent Technology
|
||
Industry Private Equity
|
||
Investment Fund
|
||
1,739,509 0.43% 22 March 2027
|
||
11
|
||
|
||
|
||
--- page 12 ---
|
||
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 (1)
|
||
Partnership Enterprise
|
||
(Limited Partnership)
|
||
Shenzhen Chiyu Enterprise
|
||
Management
|
||
Partnership (Limited
|
||
Partnership)
|
||
1,739,069 0.43% 22 March 2027
|
||
Shenzhen Chaoyue No. 1
|
||
Investment
|
||
Partnership (Limited
|
||
Partnership)
|
||
1,636,362 0.41% 22 March 2027
|
||
Gong Cuihua 1,542,048 0.39% 22 March 2027
|
||
Jinggangshan Mingcheng
|
||
Feisu Equity Investment
|
||
Partnership (Limited
|
||
Partnership)
|
||
1,090,910 0.27% 22 March 2027
|
||
Jinggangshan Mingcheng
|
||
Ruiying Equity Investment
|
||
Partnership (Limited
|
||
Partnership)
|
||
1,090,910 0.27% 22 March 2027
|
||
Shenzhen Sailvan Network
|
||
Technology Co., Ltd.
|
||
632,911 0.16% 22 March 2027
|
||
Chen Shaofeng 649,272 0.16% 22 March 2027
|
||
Peng Chao 508,680 0.13% 22 March 2027
|
||
Total 139,840,099 38.85%
|
||
Note:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
12
|
||
|
||
|
||
--- page 13 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H 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 is fully
|
||
exercised and new H
|
||
Shares are issued)
|
||
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
|
||
fully exercised and
|
||
new H Shares are
|
||
issued)
|
||
Number of H 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 fully
|
||
exercised and new H
|
||
Shares are issued)
|
||
Top 1 6,758,600 18.77% 16.09% 16.90% 14.49% 6,758,600 1.69% 1.66%
|
||
Top 5 21,216,600 58.94% 50.52% 53.04% 46.12% 21,216,600 5.30% 5.23%
|
||
Top 10 30,976,800 86.05% 73.75% 77.44% 67.34% 49,162,011 12.29% 12.11%
|
||
Top 25 37,927,400 105.35% 90.30% 94.82% 82.45% 55,673,611 13.92% 13.71%
|
||
Note
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
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 is fully
|
||
exercised and new
|
||
H Shares are
|
||
issued)
|
||
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 fully
|
||
exercised and new
|
||
H Shares are
|
||
issued)
|
||
Number of H
|
||
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 fully
|
||
exercised and new
|
||
H Shares are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 220,159,901 55.04% 54.23% 220,159,901
|
||
Top 5 2,401,900 6.67% 5.72% 6.00% 5.22% 330,256,870 82.56% 81.34% 330,256,870
|
||
Top 10 16,569,400 46.03% 39.45% 41.42% 36.02% 361,871,185 90.47% 89.13% 361,871,755
|
||
Top 25 34,238,300 95.11% 81.52% 85.60% 74.43% 392,956,117 98.24% 96.79% 392,956,117
|
||
Note
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
13
|
||
|
||
|
||
--- page 14 ---
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H 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 is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
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 fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
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 fully
|
||
exercised and
|
||
new H Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 220,159,901 220,159,901 55.04% 54.23%
|
||
Top 5 2,401,900 6.67% 5.72% 6.00% 5.22% 330,256,870 330,256,870 82.56% 81.34%
|
||
Top 10 16,569,400 46.03% 39.45% 41.42% 36.02% 361,871,185 361,871,185 90.47% 89.13%
|
||
Top 25 34,238,300 95.11% 81.52% 85.60% 74.43% 392,956,117 392,956,117 98.24% 96.79%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
14
|
||
|
||
|
||
--- page 15 ---
|
||
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 H Shares
|
||
Applied For
|
||
No. of Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Approximate
|
||
Percentage allotted
|
||
of the Total No. of H
|
||
Shares applied for
|
||
Pool A
|
||
100 64,962 650 out of 64,962 to receive 100 Shares 1.00%
|
||
200 25,942 400 out of 25,942 to receive 100 Shares 0.77%
|
||
300 4,603 92 out of 4,603 to receive 100 Shares 0.67%
|
||
400 3,172 76 out of 3,172 to receive 100 Shares 0.60%
|
||
500 4,154 114 out of 4,154 to receive 100 Shares 0.55%
|
||
600 2,222 68 out of 2,222 to receive 100 Shares 0.51%
|
||
700 1,985 67 out of 1,985 to receive 100 Shares 0.48%
|
||
800 2,100 77 out of 2,100 to receive 100 Shares 0.46%
|
||
900 1,341 53 out of 1,341 to receive 100 Shares 0.44%
|
||
1,000 16,443 691 out of 16,443 to receive 100 Shares 0.42%
|
||
1,500 3,520 191 out of 3,520 to receive 100 Shares 0.36%
|
||
2,000 4,367 283 out of 4,367 to receive 100 Shares 0.32%
|
||
2,500 2,056 153 out of 2,056 to receive 100 Shares 0.30%
|
||
3,000 1,726 144 out of 1,726 to receive 100 Shares 0.28%
|
||
3,500 1,242 114 out of 1,242 to receive 100 Shares 0.26%
|
||
4,000 1,228 123 out of 1,228 to receive 100 Shares 0.25%
|
||
4,500 1,101 118 out of 1,101 to receive 100 Shares 0.24%
|
||
5,000 2,308 265 out of 2,308 to receive 100 Shares 0.23%
|
||
6,000 1,596 205 out of 1,596 to receive 100 Shares 0.21%
|
||
7,000 1,378 195 out of 1,378 to receive 100 Shares 0.20%
|
||
8,000 1,328 204 out of 1,328 to receive 100 Shares 0.19%
|
||
9,000 1,158 192 out of 1,158 to receive 100 Shares 0.18%
|
||
10,000 9,058 1,596 out of 9,058 to receive 100 Shares 0.18%
|
||
20,000 4,848 1,316 out of 4,848 to receive 100 Shares 0.14%
|
||
30,000 3,255 1,137 out of 3,255 to receive 100 Shares 0.12%
|
||
40,000 2,379 995 out of 2,379 to receive 100 Shares 0.10%
|
||
50,000 2,179 1,047 out of 2,179 to receive 100 Shares 0.10%
|
||
60,000 1,453 782 out of 1,453 to receive 100 Shares 0.09%
|
||
70,000 1,248 739 out of 1,248 to receive 100 Shares 0.08%
|
||
80,000 1,160 747 out of 1,160 to receive 100 Shares 0.08%
|
||
90,000 993 688 out of 993 to receive 100 Shares 008%
|
||
100,000 8,759 6,478 out of 8,759 to receive 100 Shares 0.07%
|
||
Total 185,264 Total number of Pool A successful applicants: 20,000
|
||
No. of H Shares
|
||
Applied For
|
||
No. of Valid
|
||
Applications Basis of Allotment/Ballot
|
||
Approximate
|
||
Percentage allotted
|
||
of the Total No. of H
|
||
Shares applied for
|
||
15
|
||
|
||
|
||
--- page 16 ---
|
||
Pool B
|
||
200,000 6,055 2,422 out of 6,055 to receive 100 Shares 0.07%
|
||
300,000 1,822 1,201 out of 1,822 to receive 100 Shares 0.06%
|
||
400,000 1,031 899 out of 1,031 to receive 100 Shares 0.05%
|
||
500,000 717 39 out of 717 to receive 100 Shares 0.04%
|
||
600,000 341 75 out of 341 to receive 100 Shares 0.04%
|
||
700,000 273 100 out of 273 to receive 100 Shares 0.03%
|
||
800,000 212 107 out of 212 to receive 100 Shares 0.03%
|
||
900,000 157 99 out of 157 to receive 100 Shares 0.03%
|
||
1,000,000 535 399 out of 535 to receive 100 Shares 0.03%
|
||
2,000,000 349 234 out of 349 to receive 100 Shares 0.02%
|
||
Total Total number of Pool B successful applicants: 11,492
|
||
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 participants . Investors
|
||
should contact their relevant brokers for any inquiries.
|
||
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 H 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
|
||
Allocations of further H Shares to a close associate of an existing Shareholders and Cornerstone Investors
|
||
with consent under Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of the Guide
|
||
for New Listing Applicants to permit the Company to allocate further Offer Shares in the International Offering
|
||
to a close associate of an existing Sh areholder and Cornerstone Investors as placees, subject to the following
|
||
conditions:
|
||
(a) the final offering size of the Global Offering (excluding any additional H Shares which may be issued
|
||
upon exercise of the Over-allotment Option) will be of a total value of at least HK$1 billion as required
|
||
by paragraph 18(i) of Chapter 4.15 of the Guide for New Listing Applicants;
|
||
(b) the Offer Shares allocated to all existing shareholders and their close associates (whether as cornerstone
|
||
investors and/or as placees) as permitted under this exemption do not exceed 30% of the total number
|
||
of the H Shares offered, which is in compliance with paragraph 18(ii) of Chapter 4.15 of the Guide for
|
||
New Listing Applicants; and
|
||
(c) each Director, chief executive and Supervisor of the Company has confirmed that no securities have
|
||
been allocated to them or their respective close associates under the Size -based Exemption as defined
|
||
in the Guide) as required by paragraph 18(iii) of Chapter 4.15 of the Guide for New Listing Applicants.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange.
|
||
16
|
||
|
||
|
||
--- page 17 ---
|
||
For details of the allocations of Offer Shares to existing Shareholders and/or their close associates and
|
||
Cornerstone Investors, please refer to the section headed “Allotment Results Details – International Offer –
|
||
Allottees with waivers/consents obtained” in this announcement.
|
||
Placing to connected clients with prior consent under paragraph 1C(1) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, consents under
|
||
paragraph 1C of the Placing Guidelines to permit allocation to connected clients pursuant to the Placing
|
||
Guidelines. The allocation of Offer Shares to suc h connected clients is in compliance with all the conditions
|
||
under the consents granted by the Stock Exchange. Details of the placement to connected clients (including the
|
||
cornerstone tranche and placing tranche) are set out below.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
will
|
||
hold the
|
||
beneficial
|
||
interests of the
|
||
Offer
|
||
Shares on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis
|
||
for independent
|
||
third
|
||
parties
|
||
Number
|
||
of Offer
|
||
Shares to
|
||
be
|
||
allocated to
|
||
the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Overallotment
|
||
Option)
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Overallotment
|
||
Option)
|
||
China
|
||
International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICCHKS”)
|
||
Shanghai Intewise
|
||
ultimate clients and
|
||
CICC FT (in
|
||
connection with
|
||
Shanghai Intewise
|
||
OTC Swaps) (1)
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
5,412,500 13.53% 1.35%
|
||
Shenzhen Kaifeng
|
||
and CICC FT (in
|
||
connection with the
|
||
Kaifeng OTC Swaps)
|
||
(2)
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
159,200 0.40% 0.04%
|
||
Changdu Kaifeng and
|
||
CICC FT (in
|
||
connection with the
|
||
Changdu OTC Swaps
|
||
(defined below)) (3)
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
159,300 0.40% 0.04%
|
||
Longrising Ultimate
|
||
Clients (as defined
|
||
below) and CICC FT
|
||
(in connection with
|
||
the Longrising OTC
|
||
Swaps (as defined
|
||
below)) (4)
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
63,400 0.16% 0.02%
|
||
China Merchants
|
||
Securities (HK)
|
||
Co., Limited
|
||
(“CMS”)
|
||
Bosera AM (5) Bosera AM is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
CMS.
|
||
Discretionary basis 75,000 0.19% 0.02%
|
||
CITIC Securities
|
||
Brokerage (HK)
|
||
Limited (“CSB”)
|
||
China AM HK (6) CSB and China
|
||
AM HK are
|
||
members of the
|
||
Discretionary basis 75,000 0.19% 0.019%
|
||
17
|
||
|
||
|
||
--- page 18 ---
|
||
same group of
|
||
companies.
|
||
CSI Panjing Ultimate
|
||
Clients (defined
|
||
below) and CSI (in
|
||
connection with CSI
|
||
Panjing OTC Swaps)
|
||
(7)
|
||
CSI Capital is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
CSB.
|
||
Non-discretionary
|
||
basis
|
||
84,500 0.21% 0.021%
|
||
CITIC Securities
|
||
Asset Management (8)
|
||
CITIC Asset
|
||
Management is a
|
||
member of the
|
||
same group of
|
||
companies of
|
||
CSB.
|
||
Discretionary basis 10,000 0.03% 0.003%
|
||
CSI HY Capital
|
||
Ultimate Client (as
|
||
defined below) and
|
||
CSI (in connection
|
||
with the CSI HY
|
||
OTC Swaps (as
|
||
defined below)) (9)
|
||
CSI is a member
|
||
of the same
|
||
group of
|
||
companies of
|
||
CSB.
|
||
Non-discretionary
|
||
basis
|
||
150,000 0.38% 0.04%
|
||
Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“GTJA
|
||
Securities”)
|
||
Haitong Opportunity
|
||
Fund II (10)
|
||
Haitong
|
||
Opportunity
|
||
Fund II is
|
||
managed by
|
||
Haitong
|
||
International
|
||
Asset
|
||
Management
|
||
(HK) Limited,
|
||
which is a
|
||
member of the
|
||
same group of
|
||
GTJA Securities.
|
||
Discretionary basis 10,000 0.03% 0.003%
|
||
GTJA Ultimate
|
||
clients (defined
|
||
below) and Guotai
|
||
Junan Investments
|
||
(Hong Kong) Limited
|
||
(“GTJA
|
||
Investments”) (in
|
||
connection with the
|
||
GTJA OTC Swaps
|
||
(defined below)) (11)
|
||
GTJA
|
||
Investments is a
|
||
member of the
|
||
same group of
|
||
GTJA Securities.
|
||
Discretionary basis 5,000 0.01% 0.001%
|
||
Valuable Capital
|
||
Limited
|
||
Pan Haiguang (潘海
|
||
光) and Valuable
|
||
Investment Limited
|
||
(“Valuable
|
||
Investment”) (in
|
||
connection with the
|
||
Valuable OTC Swaps
|
||
(as defined below) (12)
|
||
Valuable
|
||
Investment is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
Valuable Capital
|
||
Non-discretionary
|
||
basis
|
||
406,000 1.02% 0.10%
|
||
Notes:
|
||
(1) CICC FT and China International Capital Corporation Limited (“ CICCL”) has also entered into a series of cross border
|
||
over-the-counter swap transactions (collectively, the “Intewise OTC Swaps”) with each other, and with Shanghai Intewise
|
||
acting in its capacity as investment manager for and on behalf of Intewi se Jinghong Electronic Technology Private
|
||
Securities Investment Fund (聚鳴景宏電子科 技私募證券投資基金) (“Intewise Jinghong”), Intewise Jiangchuan No. 3
|
||
18
|
||
|
||
|
||
--- page 19 ---
|
||
Private Securities Investment Fund ( 聚鳴匠傳 3號私募證券投資基金 ) ( “Intewise Jiangchuan No. 3 ”) and Intewise
|
||
Jiangchuan No. 6 Private Securities Investment Fund (聚鳴匠傳6號私募證券投資基 金) (“Intewise Jiangchuan No. 6”,
|
||
collectively with Intewise Jinghong and Interwise Jiangchuan No. 3, the “Intewise Ultimate Clients”).
|
||
CICC FT will hold the Offer Shares on a non -discretionary basis to hedge the Kaifeng OTC Swaps and Intewise OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the Kaifeng Ultimate Clients and
|
||
Intewise Ultimate Clien ts, subject to customary fees and commissions. CICC FT and CICCL are members of the same
|
||
group of companies.
|
||
(2) CICC FT and CICCL has entered into a series of cross border over -the-counter swap transactions (collectively, the
|
||
“Shenzhen Kaifeng OTC Swaps ”) with each other, and with Shenzhen Kaifeng acting in its capacity as investment
|
||
manager for and on behalf of Kaifeng Xingrui Equity Strategy No. 1 Securities Investment Private Fund ( 凱豐星睿股票
|
||
策略1號證券投資私募基金 ) ( “Kaifeng Xingrui No. 1 ”) and Kaifeng Macro Strategy No. 10 Securities Investment
|
||
Private Fund ( 凱豐宏觀策略10號證券投資私募基金) (“Kaifeng Strategy No. 10 ”, collectively with Kaifeng Xingrui
|
||
No. 1, the “ Shenzhen Kaifeng Ultimate Clients ”), pursuant to which CICC FT will hold the Offer Shares on a non -
|
||
discretionary basis to hedge the Shenzhen Kaifeng OTC Swaps while the economic risks and returns of the underlying
|
||
Offer Shares are passed to the Shenzhen Kaifeng Ultimate Clients , subject to customary fees and commissions. The
|
||
Shenzhen Kaifeng OTC Swaps will be fully funded by the Shenzhen Kaifeng Ultimate Clients. To the best of CICC FT’s
|
||
knowledge having made all reasonable inquiries, each of the Shenzhen Kaifeng Ultimate Clients is an independent third
|
||
party of the Company and its associates, CICC FT, CICCL, CICCHKS and the companies which are members of the same
|
||
group of CICCHKS. Wu Xing ( 吳星) directly holds 32% interest in Shenzhen Kaifeng and 57.1% interest in Shanghai
|
||
Angyu Enterprise Management Consulting Partnership (Limited Partnership)* ( 上海昂毓企業管理諮詢合夥企業(有
|
||
限合夥)), which in turn holds 20% inter est in Shenzhen Kaifeng. No other single ultimate beneficial owner holds 30%
|
||
or more interest in Shenzhen Kaifeng. Feng Wei (豐偉) and Wu Xing (吳星) holds 53.85% and 46.15% interest in Kaifeng
|
||
No. 1 Fund respectively. No single ultimate beneficial owner holds 30% or more interest in Kaifeng No. 10 Fund.
|
||
(3) CICC FT and CICCL have also entered into a series of cross border over -the-counter swap transactions (collectively, the
|
||
“Changdu Kaifeng OTC Swaps ”) with each other, and with Changdu Kaifeng acting in its capacity as investment
|
||
manager for and on behalf of Kaifeng Macro Hedge No.11 Private Fund ( 凱豐宏觀對沖11號私募基金) (the “Changdu
|
||
Kaifeng Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge
|
||
the Changdu Kaifeng OTC Swaps while the economic risks and returns of the underlying Offer Sh ares are passed to the
|
||
Changdu Keifeng Ultimate Clients, subject to customary fees and commissions. The Changdu Kaifeng OTC Swaps will
|
||
be fully funded by the Changdu Kaifeng Ultimate Clients. To the best of CICC FT’s knowledge having made all reasonable
|
||
inquiries, each of the Changdu Kaifeng Ultimate Clients is an independent third party of the Company and its associates,
|
||
CICC FT, CICCL, CICCHKS and the companies which are members of the same group of CICCHKS. For completeness,
|
||
Changdu Kaifeng is a limited partner of and holds 33.3% partnership interest in Shenzhen Chaoyue Future Venture Capital
|
||
Partnership (Limited Partnership) ( 深圳市超越未來創業投資合夥企業(有限合夥)), an existing 1.91% Shareholder of
|
||
the Company. Wu Xing ( 吳星) holds 50% interest in Changdu Kaifeng. No other single ultimate beneficial owner holds
|
||
30% or more interest in Changdu Kaifeng. No single ultimate beneficial owner holds 30% or more interest in Kaifeng No.
|
||
11 Fund.
|
||
(4) CICC FT and CICCL have ente red into a series of cross border over -the-counter swap transactions (collectively, the
|
||
“Longrising OTC Swaps”) with each other, and with Yuanlesheng Asset Management Co., Ltd. (西藏源樂晟資產管理
|
||
有限公司) (“Longrising”) acting in its capacity as investment manager for and on behalf of Longrising Qiangshu Private
|
||
Securities Investment Fund (源樂晟強樹私募證券投資基金) (“Longrising Qiangshu”) and Longrising Qiangye Private
|
||
Securities Investment Fund ( 源樂晟強業私募證券投資基金 ) ( “Longrising Qiangye ”), collectively with Longrising
|
||
Qiangshu, the “Longrising Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non -
|
||
discretionary basis to hedge the Longrising OTC Swaps while the economic risks and returns of the underlying Offer
|
||
Shares are passed to the Longrising Ultimate Clients, subject to customary fees and commissions. The Longrising OTC
|
||
Swaps will be fully funded by the Longrising Ultimate Clients . To the best of CICC FT’s knowledge having made all
|
||
reasonable inquiries, each of the Longrising Ultimate Clients is an independent third party of the Company and its
|
||
associates, CICC FT, CICCL, CICCHKS and the companies which are members of the same group of CICCHKS. Zeng
|
||
Xiaojie (曾曉潔) is the only beneficial owner with 30% interest or more in Longrising Qiangshu. Zeng Xiaojie ( 曾曉潔)
|
||
and Hu Caiyang (胡彩陽) are the only beneficial owners with 30% interest or more in Longrising Qiangye.
|
||
(5) Bosera AM will hold the Offer Shares in its capacity as discretionary fund manager managing the sub-funds on behalf of
|
||
its following clients. Each of such clients, and their respective ultimate beneficial owner(s) with 30% interest or more, is,
|
||
to the best knowledge and belief of Bosera AM, an independent third party of the Company, its subsidiaries, its substantial
|
||
shareholders, CMS and the companies which are members of the same group of CMS:
|
||
Name of the sub-funds to which the Offer
|
||
Shares will be allocated
|
||
Whether any investor
|
||
holds 30% or more
|
||
interests in the sub-fund
|
||
Ultimate Beneficial Owner
|
||
Shareholding %
|
||
19
|
||
|
||
|
||
--- page 20 ---
|
||
Bosera Hong Kong Equity Plus Fund (SFC
|
||
Authorised Fund)
|
||
No N/A
|
||
Bosera Global Select Equity Fund SP Yes Zhang Lei (張雷): 53.67%
|
||
Bosera China New Opportunities Fund SP No N/A
|
||
Bosera Growth Premium Global Equity
|
||
Strategy Fund SP
|
||
Yes Guo Feng (郭峰): 49.00%
|
||
Bosera Growth Premium Global Equity
|
||
Strategy Fund SP2
|
||
Yes Guangdong Dongfang Precision
|
||
Science & Technology Co., Ltd
|
||
(Ticker: 002611 CH)
|
||
(6) China AM HK is an investment advisor and a delegate of the investment manager of the following underlying clients
|
||
(“China AM HK Ultimate Clients”) and manages assets (in its capacity as an investment advisor of the China AM HK
|
||
Ultimate Clients) and executes trades (in its capacity as delegate of the investment manager of China AM HK Ultimate
|
||
Clients) for and on behalf of China AM HK Ultimate Clients:
|
||
Name of the funds to which the Offer
|
||
Shares will be allocated
|
||
Whether any investor
|
||
holds 30% or more
|
||
interest in the fund
|
||
Ultimate Beneficial Owner with
|
||
30% or more interests and
|
||
Shareholding (%)
|
||
ChinaAMC Select Greater China
|
||
Technology Fund
|
||
Yes Futu Securities International
|
||
(Hong Kong) Limited-client
|
||
account: 52.96%
|
||
ChinaAMC Fund - ChinaAMC China
|
||
Opportunities Fund
|
||
No N/A
|
||
ChinaAMC China Focus Fund Yes Manulife (International) Limited:
|
||
74.02%
|
||
ChinaAMC China Growth Fund (SICAV) Yes Yuanta Securities (HK) Company
|
||
LTD: 72.73%
|
||
ChinaAMC Absolute Return Fund SP Yes Li Fung Ming: 79.16%
|
||
To the best knowledge of China AM HK after making all reasonable enquiries, each of the China AM HK Ultimate Clients
|
||
and the ultimate beneficial owners with 30% or more interest in the relevant China AM HK Ultimate Clients, is an
|
||
independent third party of the Company, the Company’s subsidiaries and substantial shareholders , CSB, China AM HK
|
||
and the companies which are members of the same group companies as CSB.
|
||
(7) CSI and CITIC Securities Company Limited ( 中信証券股份有限公司, 6030.HK) entered into a series of cross border
|
||
over-the-counter swap transactions (“CSI Panjing OTC Swaps”) with each other, and with Shanghai Panjing Investment
|
||
Management Centre (Limited Partnership)* (上海盤京投資管理中心(有限合夥)) acting in its capacity as investment
|
||
manager for and on behalf of PanShi Private Securities Investment Fund* (盤世私募證券投資基金) (“Panshi”), Panjing
|
||
MSCI Phase I Private Securities Investment Fund* ( 盤京明晟1期私募證券投資基金) (“Panjing MCSI”) and Panjing
|
||
Xinghe No. 1 Private Securities Investment Fund* (盤京興和1號私募證券投資基金) (“Panjing Xinghe”, together with
|
||
Panshi and Panjing MSCI as the “CSI Panjing Ultimate Clients”), pursuant to which CSI will hold the Offer Shares on
|
||
a non-discretionary basis to hedge the CSI OTC Swaps while the economic risks and returns of the underlying Offer Shares
|
||
are passed to the CSI Ultimate Clients, subject to customary fees and commissio ns. The CSI OTC Swaps will be fully
|
||
funded by the CSI Ultimate Clients.
|
||
To the best knowledge of CSI having made all reasonable inquiries, Shanghai Panjing is controlled by Zhuang Tao (莊濤
|
||
). Each of the CSI Ultimate Clients is an independent third party of the Company and its associates, CSI and the companies
|
||
which are members of the same group of CITIC Securities Company Limited. No other single ultimate beneficial owner
|
||
holds 30% or more interest in Panshi. Zhuang Tao (莊濤) is the only beneficial owner with 30% interest or more in Panjing
|
||
MCSI and Panjing Xinghe.
|
||
(8) CITIC Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds
|
||
on behalf of following clients, each of which, to the best knowledge and belief of CITIC Asset Management, is an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, CSB and the companies which are
|
||
members of the same group of CSB:
|
||
Name of the funds to which the Offer
|
||
Shares will be allocated
|
||
Whether any investor
|
||
holds 30% or more
|
||
interest in the fund
|
||
Ultimate Beneficial Owner with
|
||
30% or more interests and
|
||
Shareholding (%)
|
||
CITIC SECURITIES COMPANY
|
||
LIMITED-XINHANG ZHIYUAN NO.1
|
||
(中信証券信航致遠1號集合 資產管理
|
||
計劃)
|
||
No N/A
|
||
CITIC SECURITIES COMPANY No N/A
|
||
20
|
||
|
||
|
||
--- page 21 ---
|
||
LIMITED-XINHANG ZHIYUAN NO.3
|
||
(中信証券信航致遠3號集合 資產管理
|
||
計劃)
|
||
CITIC Securities AM-Guibinfengyuan
|
||
No.118 QDII (中信証券資管貴賓豐元
|
||
118號QDII集合資產 管理計劃)
|
||
No N/A
|
||
(9) CSI and CITICS have entered into a series of cross border over -the-counter swap transactions (“CSI HY OTC Swaps”)
|
||
with each other, and with HY Capital Company Limited (“ HY Capital” or “CSI HY Capital Ultimate Client ”), as the
|
||
swap investor, pursuant to which CSI will hold the Offer Shares on a non -discretionary basis to hedge the CSI HY OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CSI HY Capital Ultimate
|
||
Client, subject to customary fees and commissions. The CSI HY OTC Swaps will be fully funded by the CSI HY Capital
|
||
Ultimate Client. To the best of CSI’s knowledge having made all reasonable inquiries, Xia Hui and Lu Ang are ultimate
|
||
beneficial owners with 30% or more interest in HY Capital. Each of the CSI HY Capital Ultimate Client and its ultimate
|
||
beneficial owners with 30% or more interest, is an independent third party of the Company, its subsidiaries, its substantial
|
||
shareholders, CSB and the companies which are members of the same group of CSB and its associates.
|
||
(10) Haitong Opportunity Fund II will hold the Offer Shares on behalf of its underlying client on a discretionary basis. To the
|
||
best knowledge, information and belief of Haitong Opportunity Fund II after making all reasonable enquiries, there is no
|
||
ultimate beneficial owner holding 30% interest or more in such underlying client.
|
||
To the best knowledge, information and belief of Haitong Opportunity Fund II after making all reasonable enquiries, its
|
||
underlying client above is an independent third party of Haitong International Asset Management (HK) Limited, GTJA
|
||
Securities] and the companies which are members of the same group of companies as GTJA Securities.
|
||
(11) GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of several sets of back -
|
||
to-back total return swap transaction (the “GTHT Back-to-back TRS”) to be entered into between GTJA Investments and
|
||
Guotai Haitong Securities Co., Ltd. (the “ GTHT Onshore Parent”) in connection with several total return swap orders
|
||
(the “GTHT Client TRS”) to be entered into by GTHT Onshore Parent and several ultimate clients (the “GTHT Onshore
|
||
Ultimate Client”), respectively. Such GTHT Cli ent TRS is to be fully funded by the GTHT Onshore Ultimate Client.
|
||
GTJA Investments will hold the Offer Shares on a non -discretionary basis for the purpose of hedging the economic
|
||
exposure under the GTHT Back-to-back TRS and GTHT Client TRS only, During the tenor of the GTHT Client TRS, all
|
||
economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and all economic losses shall
|
||
be borne by the GTHT Onshore Ultimate Client, subject to the terms and conditions of the GTHT Back -to-back TRS and
|
||
GTHT Client TRS, and GTJA Investments will not take part in any economic return or bear any economic loss in relation
|
||
to the price of the Offer Shares. The GTHT Onshore Ultimate Client may request to redeem the Offer Shares at their own
|
||
discretion, upon which GTJA Investments shall dispose of the Offer Shares and settle the GTHT Back -to-back TRS and
|
||
GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client
|
||
TRS documents. Due to its interna l policy, GTJA Investments will not exercise the voting right attaching to the Offer
|
||
Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJA Investments after due enquiry, the GTHT Onshore Ultimate Clients
|
||
and their respective ultimate beneficial owners holding 30% or more interest include: Shanghai Weining Investment
|
||
Management Co, Ltd* (上海衛寧私募基金管理有限公司) (“Shanghai Weining”) acting in its capacity as investment
|
||
manager for and on behalf of Weining Qihang No. 1 Private Securities Investment Fund* (衛甯啟航1號私募證券投資基
|
||
金) ( “Weining Qihang ”), and Shanghai Weining Investment Management Co ,Ltd -Weining Jujiao Private Securities
|
||
Investment Fund* ( 衛寧聚焦私募證券投資基金) (“Weining Jujiao”, collectively with Weining Qihang, the “GTHT
|
||
Onshore Ultimate Client”). Shanghai Weining is owned as to 45% by Fu Chengcheng ( 付誠成) and 35% by Lin Ran (
|
||
林然). Liu Yutao (劉育濤) is an ultimate beneficial owner with over 30% interest in Weining Qihang. Each of Lin Heming
|
||
(林鶴鳴) and Wang Zhangyi (王張懿) is an ultimate beneficial owner with over 30% interest in Weining Jujiao.
|
||
(12) Valuable Investment and Pan Haiguang have entered into a series of cross border over -the-counter swap transactions
|
||
(collectively, the “Valuable OTC Swaps”) with each other, and with Pan Haiguang as the ultimate beneficial owner (the
|
||
“Valuable Ultimate Client”), pursuant to which Valuable Investment will hold the Offer Shares on a non -discretionary
|
||
basis to hedge the Valuable OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to
|
||
the Valuable Ultimate Clients, subject to customary fees and commission. The Valuable OTC Swaps will be fully funded
|
||
by the Valuable Ultimate Clients. To the best of Valuable Investment’s knowledge having made all reasonable enquiries,
|
||
the Valuable Ultimate Client is an independent third party of the Company and its associates, Valuable Investment and the
|
||
companies which are members of the same group of Valuable Investment.
|
||
21
|
||
|
||
|
||
--- page 22 ---
|
||
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 const itute or form a part of any offer or solicitation to purchase
|
||
or subscribe for securities in the United States. The securities mentioned 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
|
||
registration requirements of the U.S. Securities Act and in compliance with any applicable state
|
||
securities laws, or outside the Unit ed 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 outside the United States in offshore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act. The Offer Shares have not been and will not be registered under
|
||
the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption
|
||
from the registration requirements of 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 13 March 2026 issued by FS.COM Limited for detailed information
|
||
about the Global Offering described above before deciding whether or not to invest in the Shares thereby
|
||
being offered.
|
||
*Potential investors of the Offer Shares should note that the Overall Coordinators (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 – Grounds for
|
||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
|
||
currently expected to be on 23 March 2026 ).
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the Over -allotment
|
||
Option), 113,280,930 Shares, representing approximately 28.37% of the issued share capital of the Company
|
||
will be held in the public hands, in compliance with Rule 8.08(1)(a) of the Listing Rules.
|
||
The Directors confirm that, immediately following 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 immediately after
|
||
the Global Offering; (ii) there will not be any new substantial Shareholder (as defined in the Listing Rules)
|
||
immediately after the Global Offering; (iii) the three largest public shareholders of the Company do not hold
|
||
more than 50% of the H Shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and
|
||
8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance
|
||
with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid at 8:00 a.m. on Monday, 23 March 2026 provided that (i) the Global
|
||
Offering has become unconditional in all respects at or before that time, and (ii) the right of termination as
|
||
described in the section headed “ Underwriting – Underwriting Arrangements and Expenses – Hong Kong
|
||
Public Offering – Grounds for Termination ” in the Prospectus has not been exercised. Investors who trade
|
||
22
|
||
|
||
|
||
--- page 23 ---
|
||
Shares prior to the receipt of Share certificates or the Share certificates becoming valid evidence of title do so
|
||
entirely at their own risk.
|
||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on
|
||
Monday, 23 March 2026, it is expected that dealings in the Shares on the Stock Exchange will commence at
|
||
9:00 a.m. on Monday, 23 March 2026. The Shares will be traded in board lots of 100 Shares each and the stock
|
||
code of the Shares will be 3355.
|
||
By order of the Board
|
||
FS.COM Limited
|
||
Mr. Xiang Wei
|
||
Chairman and executive Director
|
||
Hong Kong, 20 March 2026
|
||
As at the date of this announcement, the board of directors of the Company comprises: Mr. Xiang Wei and Mr.
|
||
Zeng Di as executive directors; Mr. Peng Chao and Mr. Zhao Pan as non-executive directors; and Mr. Ran
|
||
Long, Dr. Guo Fei and Ms. Wang Jing as independent non-executive directors.
|
||
*For identification purpose only
|
||
23
|