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.
1071 lines
56 KiB
Plaintext
1071 lines
56 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS
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SUMMARY
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Offer Price
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• The final Offer Price has been determined at HK$28.92 per Offer Share (exclusive of
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brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of 0.00015%).
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Net Proceeds from the Global Offering
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• Based on the Offer Price of HK$28.92 per Offer Share, the net proceeds from the Global
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Offering to be received by the Company, after deduction of the underwriting fees and
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commissions and estimated expenses payable by the Company in connection with the Global
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Offering, are estimated to be approximately HK$192.0 million. The Company intends to use
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the net proceeds from the Global Offering in accordance with the purposes as set out in the
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section headed “Net Proceeds from the Global Offering” in this announcement.
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• If the Over-allotment Option is exercised in full, the Company will receive additional net
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proceeds of approximately HK$46.8 million for 1,625,700 additional Shares to be issued and
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allotted upon the exercise of the Over-allotment Option after deduction of the underwriting
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fees and commissions and estimated expenses payable by the Company in connection with
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the Global Offering. The allocation of the additional net proceeds will be adjusted on a pro
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rata basis according to the use of proceeds as set out in the section headed “Net Proceeds
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from the Global Offering” in this announcement in the event that the Over-allotment Option
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is exercised.
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Applications and Indications of Interest Received in the Hong Kong Public Offering
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• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have
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been over-subscribed. A total of 4,811 valid applications have been received pursuant to the
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Hong Kong Public Offering (being applications made through the White Form eIPO service
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or the CCASS EIPO service) for a total of 3,340,200 Hong Kong Offer Shares, representing
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approximately 3.08 times of the total number of 1,083,900 Hong Kong Offer Shares initially
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available for subscription under the Hong Kong Public Offering.
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• As the over-subscription in the Hong Kong Public Offering is less than 15 times of the
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number of Hong Kong Offer Shares initially available under the Hong Kong Public
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Offering, the reallocation procedures as described in the section headed “Structure of the
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Global Offering — The Hong Kong Public Offering — Reallocation and Clawback” in
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the Prospectus have not been applied. The final number of Offer Shares under the Hong
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Kong Public Offering is 1,083,900 Offer Shares, representing 10% of the total number of
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Offer Shares initially available under the Global Offering (before any exercise of the Over-
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allotment Option), and being allocated to 2,828 successful applicants under the Hong Kong
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Public Offering.
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--- page 2 ---
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4
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International Offering
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• The Offer Shares initially offered under the International Offering were slightly over-
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subscribed, representing approximately 1.37 times of the total number of Offer Shares
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initially available under the International Offering. The final number of Offer Shares under
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the International Offering is 9,754,700 Shares, representing 90% of the total number of
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Offer Shares initially available under the Global Offering (before any exercise of the Over-
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allotment Option). There has been an over-allocation of 1,625,700 Offer Shares. Please
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refer to the section headed “International Offering — Over-allotment Option” in this
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announcement.
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• There are a total of 111 placees under the International Offering, among which (i) 93 placees,
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representing approximately 83.78% of the total number of placees under the International
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Offering, have been allotted five or fewer board lots of Offer Shares, totaling 9,300 Shares,
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representing approximately 0.10% of the total number of Offer Shares available under the
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International Offering; and (ii) 93 placees have been allotted one board lot of Offer Shares,
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representing approximately 83.78% of the total number of placees under the International
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Offering, totaling 9,300 Shares, representing approximately 0.10% of the total number of the
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Offer Shares available under the International Offering.
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Cornerstone Investors
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• Based on the Offer Price of HK$28.92 per Offer Share (exclusive of brokerage of 1.0%, SFC
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transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction
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levy of 0.00015%) and pursuant to the Cornerstone Investment Agreements as disclosed
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in the section headed “Cornerstone Investors” in the Prospectus, the Cornerstone Investors
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have subscribed for a total of 2,646,500 Offer Shares, representing approximately 24.42% of
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the number of Offer Shares initially available under the Global Offering and approximately
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0.50% of the Shares in issue immediately following completion of the Global Offering
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(assuming there is no new Shares under the Share Incentive Plans and the Over-allotment
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Option is not exercised). Please refer to the section headed “Cornerstone Investors” in this
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announcement for details relating to the subscription by the Cornerstone Investors.
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted
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to the Company a consent under the Paragraph 5(1) of Appendix 6 to the Listing Rules
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in respect of a connected client of GF Securities (Hong Kong) Brokerage Limited, a Joint
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Bookrunner to subscribe for and hold the Offer Shares on behalf of a Cornerstone Investor.
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Please refer to the sections headed “Waivers and Exemptions” and “Cornerstone Investors” in
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the Prospectus, and the section headed “International Offering — Cornerstone Investors” in
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this announcement for further details.
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Placees with the Consent under Paragraph 5(1) of Appendix 6 to the Listing Rules
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• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to
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the Company, a consent under paragraph 5(1) of Appendix 6 to the Listing Rules to permit
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the Company to allocate Offer Shares under the International Offering to the placees set out
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in the section headed “International Offering — Placees with the Consent under Paragraph
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5(1) of Appendix 6 to the Listing Rules” in this announcement.
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--- page 3 ---
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5
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Over-allotment Option
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• In connection with the Global Offering, the Company granted the Over-allotment Option to
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the International Underwriters, exercisable by the Sole Overall Coordinator (for itself and
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on behalf of the International Underwriters), at any time from the Listing Date to Friday,
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August 4, 2023, being the 30th day after the last day for lodging applications under the Hong
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Kong Public Offering, to require us to allot and issue up to an aggregate of 1,625,700 new
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Shares, representing not more than 15% of the Shares initially being offered under the Global
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Offering, at the same price per Offer Share, to cover the over-allocations in the International
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Offering, if any. There has been an over-allocation of 1,625,700 Offer Shares in the
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International Offering and such over-allocation will be settled using Shares to be borrowed
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under the Stock Borrowing Agreement between Persistent Courage Holdings Limited and
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the Stabilizing Manager. Such borrowed Shares will be covered by exercising the Over-
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allotment Option in full or in part, or by making purchases in the secondary market at prices
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that do not exceed the Offer Price or by a combination of these means. In the event the Over-
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allotment Option is exercised, an announcement will be made on the Company’s website at
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https://keep.com/ and the website of the Stock Exchange at www.hkexnews.hk . As of the
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date of this announcement, the Over-allotment Option has not been exercised.
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Lock-up Arrangement
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• The Company, its single largest shareholders, all other existing Shareholders and the
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Cornerstone Investors are subject to certain lock-up restrictions as set out in the section
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headed “Lock-up Arrangement” in this announcement.
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Results of Allocations
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• The final Offer Price, the level of indications of interests in the International Offering,
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the level of applications in the Hong Kong Public Offering and the basis of allocation
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of the Hong Kong Offer Shares are also made available on the Company’s website at
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https://keep.com/ and the website of the Stock Exchange at www.hkexnews.hk .
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• The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public
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Offering successfully applied for through the White Form eIPO service or through the
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CCASS EIPO service, including the Hong Kong identity card numbers, passport numbers or
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Hong Kong business registration numbers of successful applicants (where applicable) and the
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number of Hong Kong Offer Shares, successfully applied for, will be made available at the
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times and dates and in the manner specified below:
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(i) in the announcement to be posted on our website and the website of the Stock Exchange
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at https://keep.com/ and www.hkexnews.hk , respectively, by no later than 9:00 a.m. on
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Tuesday, July 11, 2023;
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(ii) from the designated results of allocations website at www.iporesults.com.hk
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(alternatively: English https://www.eipo.com.hk/en/Allotment ; Chinese
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https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function on a 24-hour basis
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from 8:00 a.m. on Tuesday, July 11, 2023 to 12:00 midnight on Monday, July 17, 2023; and
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--- page 4 ---
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6
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(iii) from the allocation results telephone enquiry line by calling +852 2862 8555 between
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9:00 a.m. and 6:00 p.m. on Tuesday, July 11, 2023, Wednesday, July 12, 2023,
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Thursday, July 13, 2023 and Friday, July 14, 2023.
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• This announcement contains a list of identification document numbers. Identification
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document numbers shown in the section headed “Results of Applications Made by White
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Form eIPO ” in this announcement refer to Hong Kong identity card numbers/passport
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numbers/Hong Kong business registration numbers/certificate of incorporation numbers/
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beneficial owner identification codes (if such applications are made by nominees as agent
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for the benefit of another person) whereas those displayed in the section headed “Results of
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Applications Made by Giving Electronic Application Instructions to HKSCC via CCASS”
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in this announcement are provided by CCASS Participants via CCASS. Therefore, the
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identification document numbers shown in the two sections are different in nature. Please
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note that the list of identification document numbers set out in this announcement may not be
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a complete list of successful applicants since only successful applicants whose identification
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document numbers are provided to HKSCC by CCASS Participants are disclosed. Applicants
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with beneficial names only but not identification document numbers are not disclosed due
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to personal privacy issue as elaborated below. Applicants who applied for the Hong Kong
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Offer Shares through their brokers can consult their brokers to enquire about their application
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results.
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• Since applications are subject to personal information collection statements, beneficial owner
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identification codes displayed in the sections headed “Results of Applications Made by
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White Form eIPO ” and “Results of Applications Made by Giving Electronic Application
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Instructions to HKSCC via CCASS” are redacted and not all details of applications are
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disclosed in this announcement.
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Despatch/Collection of Share Certificates/e-Refund Payment Instructions/Refund Cheques
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• Applicants who have applied for 300,000 Hong Kong Offer Shares or more through the
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White Form eIPO service and whose application is wholly or partially successful may
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collect Share certificate(s) (where applicable) in person from the Hong Kong Share Registrar,
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Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor,
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Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, from 9:00 a.m. to
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1:00 p.m. on Tuesday, July 11, 2023, or any other place or date notified by the Company.
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• Applicants being individuals who are eligible for personal collection cannot authorize any
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other person to make collection on their behalf. Corporate applicants which are eligible
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for personal collection must attend by their authorised representatives bearing letters of
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authorisation from their corporations stamped with the corporations’ chops. Both individuals
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and authorised representatives (if applicable) must produce, at the time of collection,
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evidence of identity acceptable to Computershare Hong Kong Investor Services Limited.
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• Applicants who apply for less than 300,000 Hong Kong Offer Shares through the White
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Form eIPO service, will have their Share certificate(s) (where applicable) sent to the address
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specified in their application instructions on or before Tuesday, July 11, 2023 by ordinary
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post and at their own risk.
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--- page 5 ---
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7
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• Share certificates for Hong Kong Offer Shares allotted to applicants who applied through the
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White Form eIPO service, which are either not available for personal collection, or which
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are available but are not collected in person within the time specified for collection, are
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expected to be despatched by ordinary post to those entitled to the addresses specified in the
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relevant applications at their own risk on or before Tuesday, July 11, 2023.
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• Wholly or partially successful applicants who applied by giving electronic application
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instructions to HKSCC will have their Share certificate(s) issued in the name of HKSCC
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Nominees Limited and deposited directly into CCASS to be credited to their CCASS Investor
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Participant stock accounts or the stock accounts of their designated CCASS Participant who
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gave electronic application instructions on their behalf on Tuesday, July 11, 2023.
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• Applicants who applied through a designated CCASS Participant (other than a CCASS
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Investor Participant) should check the number of Hong Kong Offer Shares allocated to them
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with that CCASS Participant.
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• Applicants who applied as a CCASS Investor Participant by giving electronic application
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instructions to HKSCC via CCASS may also check the number of Hong Kong Offer Shares
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allocated to them and the amount of refund monies (if any) payable to them via the CCASS
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Phone System and the CCASS Internet System (under the procedures contained in HKSCC’s
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“An Operating Guide for Investor Participants” in effect from time to time). Immediately
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after the crediting of the Hong Kong Offer Shares to the CCASS Investor Participant stock
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accounts and the credit of refund monies to the CCASS Investor Participants bank accounts,
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HKSCC will also make available to the CCASS Investor Participants an activity statement
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showing the amount of Hong Kong Offer Shares credited to their CCASS Investor Participant
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stock accounts and the refund amount credited to their respective designated bank accounts
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(if any).
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• For applicants who have applied for the Hong Kong Offer Shares through the White Form
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eIPO service and paid the application monies through a single bank account, refund monies
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(if any) will be despatched to that bank account in the form of e-Refund payment instructions.
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For applicants who have applied for the Hong Kong Offer Shares through the White Form
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eIPO service and paid the application monies through multiple bank accounts, refund monies
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(if any) will be despatched to the addresses specified in their application instructions in the
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form of refund cheque(s) in favour of the applicant (or, in the case of joint applications, the
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first-named applicant) by ordinary post and at their own risk on or before Tuesday, July 11,
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2023.
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• Refund monies (if any) for applicants who applied by giving electronic application
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instructions to HKSCC via CCASS are expected to be credited to the relevant applicants’
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designated bank accounts or the designated bank accounts of their broker or custodian on
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Tuesday, July 11, 2023.
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--- page 6 ---
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8
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• Share certificates for the Hong Kong Offer Shares are expected to be issued on Tuesday,
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July 11, 2023 but will only become valid evidence of title provided that the Global Offering
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has become unconditional in all respects, and neither of the Underwriting Agreements has
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been terminated in accordance with its terms, prior to 8:00 a.m. on the Listing Date, which
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is expected to be on or around Wednesday, July 12, 2023. Investors who trade Shares on the
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basis of publicly available allocation details before the receipt of share certificates or before
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the share certificates becoming evidence do so entirely at their own risk.
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• No temporary document of title will be issued in respect of the Shares. No receipt will be
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issued for sums paid on application.
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Public Float
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• Immediately after the completion of the Global Offering, approximately 64.84% of the total
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issued Shares of our Company will be counted towards the public float (assuming the Over-
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allotment Option is exercised and no new Shares are issued under the Share Incentive Plans),
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satisfying the minimum percentage prescribed by Rule 8.08 of the Listing Rules.
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• The Directors also confirm that (i) no placee will, individually, be placed more than 10%
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of the enlarged issued share capital of the Company immediately after the Global Offering;
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(ii) there will not be any new substantial Shareholder of the Company immediately after the
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Global Offering; (iii) the three largest public Shareholders do not hold more than 50% of the
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Shares held in public hands at the time of the Listing in compliance with Rules 8.08(3) and
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8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the
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Listing in compliance with Rule 8.08(2) of the Listing Rules.
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Commencement of Dealings
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• Assuming that the Global Offering becomes unconditional in all respects at or before 8:00
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a.m. on Wednesday, July 12, 2023 (Hong Kong time), dealings in the Shares on the Stock
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Exchange are expected to commence at 9:00 a.m. on Wednesday, July 12, 2023 (Hong Kong
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time). The Shares will be traded in board lots of 100 Shares each. The stock code of the
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Shares is 3650.
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In view of the high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded, and should exercise extreme
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caution when dealing in Shares.
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--- page 7 ---
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9
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OFFER PRICE
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The Offer Price has been determined at HK$28.92 per Offer Share (exclusive of brokerage of 1.0%,
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Stock Exchange trading fee of 0.00565%, SFC transaction levy of 0.0027% and AFRC transaction
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levy of 0.00015%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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Based on the Offer Price of HK$28.92 per Offer Share, the net proceeds from the Global Offering
|
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to be received by the Company, after deduction of underwriting commissions and other estimated
|
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expenses payable by the Company in connection with the Global Offering, are estimated to be
|
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approximately HK$192.0 million (assuming the Over-allotment Option is not exercised).
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The Company intends to apply such net proceeds for the following purposes (assuming the Over-
|
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allotment Option is not exercised):
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(i) Approximately 35% of net proceeds, or approximately HK$67.2 million is expected to be
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used over the next three years for research and development to advance our technological
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capabilities and drive product innovation;
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• Approximately 15% of net proceeds, or approximately HK$28.8 million, is expected to
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be used to continue to attract, retain and incentivize our research and development talents
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to support our research and development initiatives and product innovation and enhance
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the integration of self-branded fitness products with our online fitness content, thereby
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enabling a more seamless experience.
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• Approximately 10% of net proceeds, or approximately HK$19.2 million, is expected to be
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used to continue to invest in Keep smart fitness devices, including conducting continuous
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research and development and adding new features to our existing offerings, and creating
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new and innovative products for users with various fitness needs.
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• Approximately 10% of net proceeds, or approximately HK$19.2 million, is expected
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to be used to continue to invest in artificial intelligence, data analysis and technology
|
||
infrastructure to strengthen our technological capabilities and enhance digital connectivity
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and interaction among platform participants.
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(ii) Approximately 30% of net proceeds, or approximately HK$57.6 million, is expected to
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be used over the next three years for the development and diversification of our fitness
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content;
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• Approximately 12% of net proceeds, or approximately HK$23.0 million, is expected to
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||
be used to continue to invest in our in-house, vertically integrated content development
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||
capability by increasing the number of recorded fitness courses and live streaming classes
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and catering to users’ diversified preferences, thereby further driving user engagement.
|
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--- page 8 ---
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10
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• Approximately 9% of net proceeds, or approximately HK$17.3 million, is expected to
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be used to expand our fitness content library and enrich users’ experience through other
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innovative initiatives, such as introducing virtual coaches and more gamified features into
|
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the fitness content.
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• Approximately 6% of net proceeds, or approximately HK$11.5 million, is expected to
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be used to continue to introduce more specialized content and expand into new fitness
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||
categories by cultivating more fitness influencers on our platform and collaborating with
|
||
more fitness professionals.
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||
• Approximately 3% of net proceeds, or approximately HK$5.8 million, is expected to
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||
be used to continue to expand our content offerings by purchasing more valuable and
|
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exclusive fitness intellectual properties and acquiring qualified third-party content to build
|
||
competitive moats and satisfy the evolving needs of our users.
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(iii) Approximately 25% of net proceeds, or approximately HK$48.0 million, is expected to be
|
||
used over the next three years for the investment in branding and promotion;
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||
• Approximately 12% of net proceeds, or approximately HK$23.0 million, is expected to be
|
||
used in user acquisition activities to continue to gain mindshare and attract users across
|
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different ages, areas of interest, and locations.
|
||
• Approximately 10% of net proceeds, or approximately HK$19.2 million, is expected to be
|
||
in branding activities used to continue to promote our brand and strengthen its image and
|
||
influence among users.
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||
• Approximately 3% of net proceeds, or approximately HK$5.8 million, is expected to be
|
||
used in promotional activities to continue to promote our fitness devices and products
|
||
through placing ads in social media, holding live streaming promotion sessions and
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collaborating with other brands, among others.
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(iv) Approximately 10% of net proceeds, or approximately HK$19.2 million, is expected to be
|
||
used for general corporate purposes and working capital needs.
|
||
If the Over-allotment Option is exercised in full, the Company will receive additional net
|
||
proceeds of approximately HK$46.8 million for 1,627,700 additional Offer Shares to be
|
||
issued and allotted upon the exercise of the Over-allotment Option. In the event that the Over-
|
||
allotment Option is exercised in full, the Company intends to adjust its allocation of the net
|
||
proceeds for the above purposes on a pro rata basis. The Company will issue an appropriate
|
||
announcement if there is any material change to the above proposed use of proceeds. For
|
||
further information, please refer to the section headed “Future Plans and Use of Proceeds” in
|
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the Prospectus.
|
||
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--- page 9 ---
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11
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UPDATES ON COMMISSIONS AND EXPENSES
|
||
Reference is made to the section headed “Underwriting — Underwriting Arrangements and
|
||
Expenses — Commissions and Expenses” of the Prospectus, where it was disclosed, among other
|
||
things, that (i) the Underwriters would receive an underwriting commission of 3.25% of the
|
||
aggregate Offer Price of all the Offer Shares and a discretionary incentive fee of up to 1.25% of the
|
||
aggregate Offer Price of all the Offer Shares, and (ii) the ratio of such fixed fee and discretionary
|
||
fee payable by the Company to all syndicate members participating in the Global Offering was
|
||
expected to be approximately 72:28 (assuming the discretionary fees will be paid in full).
|
||
For completeness, the Company wishes to inform its Shareholders and prospective investors that
|
||
prior to the commencement of the Hong Kong Public Offering, the Company had, after signing the
|
||
relevant written agreements with syndicate members participating in the Global Offering, allocated
|
||
additional 20% of underwriting commission of the aggregate Offer Price of all the Offer Shares
|
||
(including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option), to
|
||
one syndicate member. Such additional portion of commission allocated to such syndicate member
|
||
after the signing of the relevant agreements with such syndicate member shall be regarded as
|
||
“discretionary fees” for the purpose of Rules 3A.34 and 3A.36 of the Listing Rules (the “ Fee Re-
|
||
categorization ”).
|
||
Correspondingly, the amount of fixed fees and discretionary fees expected to be paid to syndicate
|
||
members participating in the Global Offering for the purpose of Rules 3A.34 and 3A.36 of the
|
||
Listing Rules of as at the date of the Prospectus should be 2.6% and 1.9%, respectively. The ratio of
|
||
such fixed fee and discretionary fee payable by the Company should, accordingly, be approximately
|
||
58:42 (assuming the discretionary fees will be paid in full). Save for the Fee Re-categorization, the
|
||
information relating to the underwriting arrangements as disclosed in the Prospectus, including but
|
||
not limited to, the total fees payable to the syndicate members and other material information in
|
||
relation to the Global Offering, remain unchanged.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
|
||
Hong Kong Public Offering
|
||
The Hong Kong Offer Shares initially available under the Hong Kong Public Offering have been
|
||
over-subscribed. At the close of the application lists at 12:00 noon on Wednesday, July 5, 2023,
|
||
a total of 4,811 valid applications have been received pursuant to the Hong Kong Public Offering
|
||
through the White Form eIPO service and through the CCASS EIPO service for a total of
|
||
3,340,200 Hong Kong Offer Shares, representing approximately 3.08 times of the total number of
|
||
1,083,900 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public
|
||
Offering, among which:
|
||
• 4,805 valid applications in respect of a total of 2,790,200 Hong Kong Offer Shares were for
|
||
the Hong Kong Public Offering with an aggregate subscription amount based on the maximum
|
||
Offer Price of HK$61.46 per Offer Share (excluding brokerage of 1.0%, 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 less, representing approximately 5.15 time of the 542,000 Hong Kong Offer
|
||
Shares initially comprised in Pool A of the Hong Kong Public Offering; and
|
||
• 6 valid applications in respect of a total of 550,000 Hong Kong Offer Shares were for the Hong
|
||
Kong Public Offering with an aggregate subscription amount based on the maximum Offer
|
||
Price of HK$61.46 per Offer Share (excluding brokerage of 1.0%, SFC transaction levy of
|
||
0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%)
|
||
of more than HK$5 million, representing approximately 1.01 time of the 541,900 Hong Kong
|
||
Offer Shares initially comprised in Pool B of the Hong Kong Public Offering.
|
||
No application has been rejected due to invalid application. No multiple or suspected multiple
|
||
application has been identified and rejected. No application has been rejected due to dishonored
|
||
payment. No application for more than 541,900 Hong Kong Offer Shares (being 50% of the Hong
|
||
Kong Offer Shares initially available under the Hong Kong Public Offering) has been identified.
|
||
As the over-subscription in the Hong Kong Public Offering is less than 15 times of the number of
|
||
Hong Kong Offer Shares initially available under the Hong Kong Public Offering, the reallocation
|
||
procedures as described in the section headed “Structure of the Global Offering — The Hong
|
||
Kong Public Offering — Reallocation and Clawback” in the Prospectus have not been applied.
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 1,083,900 Offer Shares,
|
||
representing 10% of the total number of Offer Shares initially available under the Global Offering
|
||
(before any exercise of the Over-allotment Option), and being allocated to 2,828 successful
|
||
applicants under the Hong Kong Public Offering.
|
||
The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the
|
||
basis set out in the section headed “Basis of Allocation under the Hong Kong Public Offering”
|
||
below.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
International Offering
|
||
The Offer Shares initially offered under the International Offering were slightly over-subscribed,
|
||
representing approximately 1.37 times of the total number of Offer Shares initially available under
|
||
the International Offering. The final number of Offer Shares under the International Offering is
|
||
9,754,700 Shares, representing 90% of the total number of Offer Shares initially available under
|
||
the Global Offering (before any exercise of the Over-allotment Option). There has been an over-
|
||
allocation of 1,625,700 Offer Shares in the International Offering and there are a total of 111
|
||
placees under the International Offering. Please refer to the section headed “International Offering
|
||
— Over-allotment Option” in this announcement.
|
||
There are a total of 111 placees under the International Offering, among which (i) 93 placees,
|
||
representing approximately 83.78% of the total number of placees under the International Offering,
|
||
have been allotted five or fewer board lots of Offer Shares, totaling 9,300 Shares, representing
|
||
approximately 0.10% of the total number of Offer Shares available under the International Offering;
|
||
and (ii) 93 placees have been allotted one board lot of Offer Shares, representing approximately
|
||
83.78% of the total number of placees under the International Offering, totaling 9,300 Shares,
|
||
representing approximately 0.10% of the total number of the Offer Shares available under the
|
||
International Offering.
|
||
Cornerstone Investors
|
||
Based on the Offer Price of HK$28.92 per Offer Share (exclusive of brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy
|
||
of 0.00015%) and pursuant to the Cornerstone Investment Agreements as disclosed in the section
|
||
headed “Cornerstone Investors” in the Prospectus, the number of Offer Shares subscribed for by the
|
||
Cornerstone Investors is determined as set out below:
|
||
Assumption the Over-Allotment
|
||
Option is not exercised
|
||
Assumption the Over-Allotment
|
||
Option is fully exercised
|
||
|
||
Cornerstone
|
||
Investor
|
||
Subscription
|
||
amount
|
||
Number of
|
||
Offer Shares
|
||
to be acquired
|
||
(1)
|
||
Approximately
|
||
% of the
|
||
Offer Shares
|
||
Approximately
|
||
% of the issued
|
||
share capital
|
||
(2)
|
||
Approximately
|
||
% of the
|
||
Offer Shares
|
||
Approximately
|
||
% of the issued
|
||
share capital
|
||
(2)
|
||
(Each as defined
|
||
in the Prospectus)
|
||
Fenda Tech US$5.00 million 1,351,300 12.47% 0.26% 10.84% 0.26%
|
||
Shengde US$2.00 million 540,400 4.99% 0.10% 4.34% 0.10%
|
||
Evere Sports RMB20.00 million 754,800 6.96% 0.14% 6.06% 0.14%
|
||
|
||
Total HK$76.54 million
|
||
(3)
|
||
2,646,500 24.42% 0.50% 21.23% 0.50%
|
||
|
||
Notes:
|
||
(1) Rounded down to the nearest whole board lot of 100 Shares. Calculated based on the exchange rate set out in “Information
|
||
about this document and the Global Offering — Exchange rate conversion” in the Prospectus.
|
||
(2) Immediately following the Global Offering, assuming the Presumptions.
|
||
(3) Calculated based on the conversion rates of RMB0.9161 to HK$1.00; RMB7.1596 to US$1.00; and HK$7.8153 to US$1.00,
|
||
as applicable.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
To the Company’s best knowledge, each Cornerstone Investor (and, for Cornerstone Investors
|
||
who will subscribe for our Offer Shares through QDII or ODLP, each of such QDII or QDLP) is:
|
||
(i) an Independent Third Party and is not connected person; (ii) independent of other Cornerstone
|
||
Investors; (iii) not accustomed to taking instructions from us, our Directors, chief executive,
|
||
substantial shareholders, existing Shareholders or any of its subsidiaries or 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; and (iv) not financed by us, our Directors, chief executive,
|
||
substantial shareholders, existing Shareholders or any of its subsidiaries or their respective close
|
||
associates.
|
||
To the extent that any Cornerstone Investor has engaged a QDII or QDLP to subscribe for the
|
||
relevant Offer Shares on its behalf, such Cornerstone Investor will procure such QDII or QDLP to
|
||
comply with the terms of its Cornerstone Investment Agreement in order to ensure the compliance
|
||
of such Cornerstone Investor with its obligations under its Cornerstone Investment Agreement.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a written
|
||
consent under paragraph 5(1) of Appendix 6 to the Listing Rules to permit a connected client of GF
|
||
Securities (Hong Kong) Brokerage Limited, a Joint Bookrunner, to subscribe for and hold the Offer
|
||
Shares on behalf of Shengde as a Cornerstone Investor. For further details, please see “Waivers and
|
||
Exemptions” in the Prospectus.
|
||
The Cornerstone Placing will form part of the International Offering, and the Cornerstone Investors
|
||
will not subscribe for any Offer Shares under the Global Offering other than pursuant to the
|
||
Cornerstone Investment Agreements. Immediately following the completion of the Global Offering,
|
||
none of the Cornerstone Investors will become a substantial shareholder (as defined in the Listing
|
||
Rules) of our Company and will not have any Board representation in our Company. The Offer
|
||
Shares to be subscribed by the Cornerstone Investors will rank pari passu in all respect with the
|
||
fully paid Shares in issue and will be counted towards the public float of the Company under Rule
|
||
8.08 of the Listing Rules. The Cornerstone Investors do not have any preferential rights under
|
||
the Cornerstone Investment Agreements compared with other public Shareholders, other than a
|
||
guaranteed allocation of the Offer Shares at the Offer Price.
|
||
Each Cornerstone Investor has, agreed that, it will not, whether directly or indirectly, at any
|
||
time during the period of twelve months (except for Fenda Tech, in the case of which the period
|
||
is six months) following the Listing Date (the “ Lock-up Period ”), dispose of, any of the Offer
|
||
Shares they have purchased pursuant to the relevant Cornerstone Investment Agreements, save
|
||
for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries which
|
||
will be bound by the same obligations of such Cornerstone Investor, including the Lock-up Period
|
||
restriction.
|
||
Please refer to the section headed “Cornerstone Investors” in the Prospectus for further details
|
||
relating to the Cornerstone Investors.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
PLACEES WITH THE CONSENT UNDER PARAGRAPH 5(1) OF
|
||
APPENDIX 6 TO THE LISTING RULES
|
||
Certain Offer Shares were placed to connected clients of some of the Joint Bookrunners or other
|
||
distributors within the meaning of Appendix 6 to the Listing Rules. The Company has applied to
|
||
the Stock Exchange for, and the Stock Exchange has granted, its consent under paragraph 5(1) of
|
||
Appendix 6 to the Listing Rules to permit the Company to allocate such Offer Shares as set out
|
||
below.
|
||
Connected Client
|
||
Connected
|
||
Distributor
|
||
Number of
|
||
Offer Shares
|
||
Placed
|
||
Approximate
|
||
percentage
|
||
of the Offer
|
||
Shares initially
|
||
available under
|
||
the Global
|
||
Offering
|
||
(1)
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital of
|
||
the Company
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(2)
|
||
Relationship with the Connected
|
||
Client and Connected Distributor
|
||
GF Securities Asset
|
||
Management (Guangdong)
|
||
Co., Ltd.
|
||
(3)
|
||
( ᄿ೯ᗇՎ༟
|
||
ପ၍ଣ (؇ ) ʮ
|
||
̡ , “GF Securities Asset
|
||
Management ”) (as a QDII
|
||
Manager, subscribing for
|
||
and holding the Shares on
|
||
behalf of a Cornerstone
|
||
Investor, Shengde)
|
||
GF Securities
|
||
(Hong Kong)
|
||
Brokerage Limited
|
||
(“GF HK”), a Joint
|
||
Bookrunner
|
||
540,400 4.99% 0.10% GF Securities Asset Management
|
||
is a direct wholly-owned subsidiary
|
||
of GF Securities Co., Ltd. (Stock
|
||
Code: 1776) (“ GF Securities ”)
|
||
and GF HK is an indirect wholly-
|
||
owned subsidiary of GF Securities.
|
||
Therefore, each of GF Securities
|
||
Asset Management and GF HK
|
||
is a member of the same group of
|
||
companies.
|
||
Orient Asset Management
|
||
(Hong Kong) Limited
|
||
(“Orient AM ”)
|
||
(4)
|
||
Orient Securities
|
||
(Hong Kong)
|
||
Limited (“ Orient
|
||
Securities ”)
|
||
1,337,000 12.34% 0.25% Orient AM is a directly wholly-
|
||
owned subsidiary of Orient Securities
|
||
International Financial Group Limited
|
||
and Orient Securities is a directly
|
||
wholly-owned subsidiary of Orient
|
||
Securities International Financial
|
||
Group Limited. Therefore, each of
|
||
Orient AM and Orient Securities
|
||
is a member of the same group of
|
||
companies.
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) Assuming the Over-allotment Option is not exercised and excluding shares to be issued under the Share Incentive Plans.
|
||
(3) GF Securities Asset Management was engaged by a Cornerstone Investor, Shengde, as its asset manager on a discretionary
|
||
basis, to subscribe for and hold the relevant Offer Shares on behalf of the Cornerstone Investor, Shengde, under the
|
||
respective Cornerstone Investment Agreement. For the ultimate beneficial owner of Shengde, please refer to the section
|
||
headed “Cornerstone Investors” in the Prospectus.
|
||
(4) Orient AM, acting as an investment manager, is a connected client of Orient Securities (a sub-broker of the Global Offering)
|
||
within the meaning of the Placing Guidelines. Orient AM shall hold the Offer Shares for and on behalf of an independent
|
||
third party on a discretionary basis.
|
||
Save as disclosed above, no Offer Shares placed by or through the Sole Global Coordinator, the
|
||
Joint Bookrunners or the Underwriters under the Global Offering have been placed to applicants
|
||
who are core connected persons (as defined in the Listing Rules) or Directors 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 Appendix 6 to the Listing Rules, whether in their own names or through
|
||
nominees. The International Offering is in compliance with Appendix 6 to the Listing Rules.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
The Directors confirm that (a) no placee will, individually, be placed more than 10% of the enlarged
|
||
issued share capital of the Company immediately after the Global Offering; (b) there will not be
|
||
any new substantial shareholder (as defined in the Listing Rules) of the Company immediately
|
||
after the Global Offering; (c) the number of Shares in public hands will satisfy the minimum
|
||
percentage as required by Rule 8.08(1) of the Listing Rules; (d) the three largest public shareholders
|
||
of the Company do not hold more than 50% of the Shares in public hands at the time of Listing
|
||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (e) there will be at least 300
|
||
Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
The Directors confirm that, to the best of their knowledge, information and belief, none of the Offer
|
||
Shares subscribed by the placees and the public has been financed directly or indirectly by any
|
||
of the Directors, chief executive of the Company, existing shareholders, substantial shareholders
|
||
and single largest shareholders of the Company or any of its subsidiaries or their respective
|
||
close associates, and none of the placees and the public who has purchased the Offer Shares is
|
||
accustomed to taking instructions from any of the Directors, chief executive of the Company,
|
||
existing shareholders, substantial shareholders and single largest shareholders of the Company or
|
||
any of its subsidiaries 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.
|
||
OVER-ALLOTMENT OPTION
|
||
In connection with the Global Offering, the Company 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, August 4, 2023, being
|
||
the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to
|
||
require us to allot and issue up to an aggregate of 1,625,700 new Shares, representing 15% of the
|
||
Shares initially being offered under the Global Offering, at the same price per Offer Share under
|
||
the International Offering, to cover the over-allocations in the International Offering, if any. There
|
||
has been an over-allocation of 1,625,700 Offer Shares in the International Offering and such over-
|
||
allocation will be settled using Shares to be borrowed under the Stock Borrowing Agreement
|
||
between Persistent Courage Holdings Limited and the Stabilizing Manager. Such borrowed Shares
|
||
will 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 by a combination of these means. In the event
|
||
the Over-allotment Option is exercised, an announcement will be made on the Company’s website
|
||
at https://keep.com/ and the website of the Stock Exchange at www.hkexnews.hk . As of the date
|
||
of this announcement, the Over-allotment Option has not been exercised.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
LOCK-UP ARRANGEMENT
|
||
Each of the Company, its single largest shareholders, other existing Shareholders, and the
|
||
Cornerstone Investors is subject to certain arrangements in relation to the Shares (the “ Lock-up
|
||
Arrangement ”). The major terms of the Lock-up Arrangement are as follows:
|
||
Name
|
||
Number of
|
||
Shares to
|
||
the Lock-up
|
||
Arrangement
|
||
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
|
||
Arrangement
|
||
(1)
|
||
Lock-up period
|
||
The Company
|
||
(2)
|
||
(subject to lock-up obligations pursuant to
|
||
the Listing Rules and the Hong Kong
|
||
Underwriting Agreement)
|
||
N/A N/A July 12, 2023 to
|
||
January 12, 2024
|
||
The single largest shareholder(s)
|
||
(3)
|
||
(subject to lock-up obligations pursuant to
|
||
(i) the Listing Rules, (ii) the Hong Kong
|
||
Underwriting Agreement and
|
||
(iii) the shareholders’ agreement)
|
||
87,379,118 16.62% July 5, 2023 to
|
||
January 12, 2024
|
||
All existing Shareholders
|
||
(4)
|
||
(subject to lock-up obligations pursuant to
|
||
the shareholders’ agreement dated
|
||
December 3, 2021)
|
||
427,454,269
|
||
(5)
|
||
81.32% July 5, 2023 to
|
||
January 1, 2024
|
||
Fenda Tech (Cornerstone Investor)
|
||
(6)
|
||
(subject to lock-up obligations pursuant to
|
||
the Cornerstone Investment Agreement)
|
||
1,351,300 0.26% July 12, 2023 to
|
||
January 12, 2024
|
||
Other Cornerstone Investors
|
||
(6)
|
||
(subject to lock-up obligations pursuant to
|
||
the Cornerstone Investment Agreements)
|
||
1,295,200 0.24% July 12, 2023 to
|
||
July 12, 2024
|
||
Grand Total 517,479,887 98.44% N/A
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised and no Shares are issued under the Share Incentive Plans.
|
||
(2) The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules.
|
||
(3) The single largest shareholders of the Company are subject to (i) lock up restrictions for a period ending six-months from the
|
||
Listing Date (the “ First Six-Month Period ”) in accordance with the terms specified under Rule 10.07(1)(a) of the Listing
|
||
Rules and (ii) the lock-up restrictions under the shareholders agreement, as existing Shareholders. Mr. Wang Ning is also
|
||
subject to the lock-up undertaking under the Hong Kong Underwriting Agreement that he will not, at any time during the
|
||
First Six-Month Period, and procure his controlled entities not to, dispose of, nor enter into any agreement to dispose of
|
||
or otherwise create any options, rights, interests or encumbrances in respect of, any securities of the Company in respect
|
||
of which he is (or his controlled entities are) shown in the Prospectus to be the beneficial owner(s), unless it is otherwise
|
||
permitted under Rule 10.07 of the Listing Rules.
|
||
For the details of the lock-up arrangement of the single largest shareholders of the Company, please refer to the paragraphs
|
||
headed “Underwriting — Undertakings to the Stock Exchange Pursuant to the Listing Rules — Undertakings by the single
|
||
largest shareholders of the Company” and “Underwriting — Undertakings Pursuant to the Hong Kong Underwriting
|
||
Agreement — Undertakings by Mr. Wang Ning” in the Prospectus.
|
||
(4) Pursuant to the Tenth Amended and Restated Shareholders Agreement dated December 3, 2021, each Shareholder (including
|
||
the single largest shareholders of the Company) has agreed, upon request by the Company, to lock-up the Shares that they
|
||
hold as of and upon the Listing Date for a period of 180 days commencing from and including the Price Determination Date.
|
||
(5) Calculated based on the exclusion of 87,379,118 Shares owned by the single largest shareholders of the Company. For the
|
||
avoidance of doubt, the single largest shareholders of the Company, as existing Shareholders, are also subject to the lock-
|
||
up restrictions under the shareholders agreement. For details of the lock-up arrangement of the existing Shareholders, please
|
||
refer to the paragraph headed “History, Reorganization and Corporate Structure — Lock-up of Existing Shareholders” in the
|
||
Prospectus.
|
||
(6) For details of the lock-up arrangement of the Cornerstone Investors, please refer to the paragraph headed “Cornerstone
|
||
Investor — Restriction on Disposals by the Cornerstone Investors” in the Prospectus.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the paragraph headed “Structure and the
|
||
Global Offering — Conditions of the Global Offering” in the Prospectus, 4,811 valid applications
|
||
made by the public through the White Form eIPO service and the CCASS EIPO service will be
|
||
conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 3,178 1,272 out of 3,178 to receive 100 Shares 40.03%
|
||
200 378 301 out of 378 to receive 100 Shares 39.81%
|
||
300 203 100 Shares 33.33%
|
||
400 91 100 Shares plus 29 out of 91 to receive additional 100 Shares 32.97%
|
||
500 162 100 Shares plus 97 out of 162 to receive additional 100 Shares 31.98%
|
||
600 53 100 Shares plus 46 out of 53 to receive additional 100 Shares 31.13%
|
||
700 24 200 Shares 28.57%
|
||
800 139 200 Shares plus 37 out of 139 to receive additional 100 Shares 28.33%
|
||
900 18 200 Shares plus 9 out of 18 to receive additional 100 Shares 27.78%
|
||
1,000 204 200 Shares plus 153 out of 204 to receive additional 100 Shares 27.50%
|
||
1,500 60 300 Shares 20.00%
|
||
2,000 88 300 Shares plus 56 out of 88 to receive additional 100 Shares 18.18%
|
||
2,500 17 300 Shares plus 16 out of 17 to receive additional 100 Shares 15.76%
|
||
3,000 70 400 Shares 13.33%
|
||
3,500 7 400 Shares plus 4 out of 7 to receive additional 100 Shares 13.06%
|
||
4,000 14 500 Shares 12.50%
|
||
4,500 7 500 Shares plus 4 out of 7 to receive additional 100 Shares 12.38%
|
||
5,000 25 600 Shares 12.00%
|
||
6,000 4 700 Shares 11.67%
|
||
7,000 6 800 Shares 11.43%
|
||
8,000 3 900 Shares 11.25%
|
||
9,000 7 1,000 Shares 11.11%
|
||
10,000 20 1,100 Shares 11.00%
|
||
20,000 18 1,900 Shares 9.50%
|
||
30,000 5 2,700 Shares 9.00%
|
||
40,000 1 3,500 Shares 8.75%
|
||
50,000 2 4,300 Shares 8.60%
|
||
80,000 1 6,800 Shares 8.50%
|
||
4,805 Total number of Pool A successful applicants: 2,822
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
90,000 5 88,700 Shares 98.56%
|
||
100,000 1 98,400 Shares 98.40%
|
||
6 Total number of Pool B successful applicants: 6
|
||
The final number of Offer Shares comprising the Hong Kong Public Offering is 1,083,900 Shares,
|
||
representing 10% of the total number of Offer Shares initially available under the Global Offering.
|
||
RESULTS OF ALLOCATIONS
|
||
• The final Offer Price, the level of indications of interests in the International Offering, the level
|
||
of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong
|
||
Offer Shares are also made available on the Company’s website at https://keep.com/ and the
|
||
website of the Stock Exchange at www.hkexnews.hk .
|
||
• The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering
|
||
successfully applied for through the White Form eIPO service or through the CCASS EIPO
|
||
service, including the Hong Kong identity card numbers, passport numbers or Hong Kong
|
||
business registration numbers of successful applicants (where applicable) and the number of
|
||
Hong Kong Offer Shares, successfully applied for, will be made available at the times and dates
|
||
and in the manner specified below:
|
||
(i) in the announcement to be posted on our website and the website of the Stock Exchange at
|
||
https://keep.com/ and www.hkexnews.hk , respectively, by no later than 9:00 a.m. on Tuesday,
|
||
July 11, 2023;
|
||
(ii) from the designated results of allocations website at www.iporesults.com.hk (alternatively:
|
||
English https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/zh-hk/
|
||
Allotment) with a “search by ID” function on a 24-hour basis from 8:00 a.m. on Tuesday, July
|
||
11, 2023 to 12:00 midnight on Monday, July 17, 2023; and
|
||
(iii) from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m.
|
||
and 6:00 p.m. on Tuesday, July 11, 2023, Wednesday, July 12, 2023, Thursday, July 13, 2023
|
||
and Friday, July 14, 2023.
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by White Form eIPO ” 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 White
|
||
Form eIPO ” and “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS” are redacted and not all details of applications are disclosed in this
|
||
announcement.
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International Offering is set out below:
|
||
• Top 1, 5, 10, 20 and 25 of the placees in the International Offering:
|
||
Placee
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as percentage
|
||
of the total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as percentage
|
||
of the total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1 1,351,300 1,351,300 1,351,300 13.85% 11.87% 12.47% 10.84% 0.26% 0.26%
|
||
Top 5 6,693,300 6,693,300 6,693,300 68.62% 58.81% 61.75% 53.70% 1.27% 1.27%
|
||
Top 10 10,823,100 10,823,100 10,823,100 110.95% 95.10% 99.86% 86.83% 2.06% 2.05%
|
||
Top 20 11,371,300 11,371,300 11,371,300 116.57% 99.92% 104.91% 91.23% 2.16% 2.16%
|
||
Top 25 11,371,800 11,371,800 11,371,800 116.58% 99.92% 104.92% 91.23% 2.16% 2.16%
|
||
|
||
|
||
--- page 20 ---
|
||
22
|
||
• Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Shareholder
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number
|
||
of Shares
|
||
subscribed for
|
||
as percentage
|
||
of the total
|
||
number of the
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as percentage
|
||
of the total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as percentage
|
||
of the total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1
|
||
Note
|
||
— 87,379,118 87,379,118 0.00% 0.00% 0.00% 0.00% 16.62% 16.57%
|
||
Top 5 — 311,074,418 311,074,418 0.00% 0.00% 0.00% 0.00% 59.18% 58.99%
|
||
Top 10 — 446,226,284 446,226,284 0.00% 0.00% 0.00% 0.00% 84.89% 84.63%
|
||
Top 20 2,688,300 517,521,687 517,521,687 27.56% 23.62% 24.80% 21.57% 98.45% 98.15%
|
||
Top 25 8,997,900 523,831,287 523,831,287 92.24% 79.06% 83.02% 72.19% 99.65% 99.34%
|
||
Note: Upon Listing, Mr. Wang Ning will be the single largest shareholder of the Company, and he will be interested in and
|
||
will control 87,379,118 Shares through Lightmap Limited and Persistent Courage Holdings Limited. Mr. Wang will be
|
||
interested in and will be entitled to exercise 16.62% of the total issued equity interests and voting rights of the issued
|
||
Shares in general meetings of the Company (assuming the Presumptions). Additionally, pursuant to the Voting Proxy
|
||
Agreements, Mr. Wang Ning, through Persistent Courage Holdings Limited, will be entitled to the voting rights attached
|
||
to 21,652,719 Shares representing an aggregate of 4.12% of the Company’s total issued share capital upon Listing
|
||
(assuming the Presumptions). For more details, please refer to the section headed “Voting Proxy Arrangements — History,
|
||
Reorganization, and Corporate Structure” of the Prospectus.
|
||
In the event that the 21,652,719 Shares subject to the Voting Proxy Arrangements were beneficially owned by Mr. Wang
|
||
Ning, Shareholders and prospective investors should be aware that each percentage in the above shareholding
|
||
concentration analysis shall be subject to change . For illustration purpose, assuming that the 21,652,719 Shares subject
|
||
to the Voting Proxy Arrangements were beneficially owned by Mr. Wang Ning, then the top 25 Shareholders upon the
|
||
Listing will in aggregate hold a total of 525,656,487 Shares, representing approximately 99.9971% of the total issued share
|
||
capital upon Listing (assuming no exercise of the Over-allotment Option) and approximately 99.6888% of the total issued
|
||
share capital upon Listing (assuming the Over-allotment Option is exercised in full).
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in Shares.
|