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.
806 lines
47 KiB
Plaintext
806 lines
47 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF OFFER PRICE
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AND ALLOTMENT RESULT
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SUMMARY
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Offer Price
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• The Offer Price has been determined at HK$15.36 per Offer Share (exclusive of brokerage
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of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong
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Kong Stock Exchange trading fee of 0.00565%).
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Net Proceeds from the Global Offering
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• Based on the Offer Price of HK$15.36 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 other estimated expenses payable by the Company in connection with
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the Global Offering, are estimated to be approximately HK$716.4 million. The Company
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intends to use the net proceeds from the Global Offering in the manner as set out in the
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paragraph headed “Net Proceeds from the Global Offering ” in this announcement.
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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 slightly over-subscribed. A total of 1,154 valid applications have been received
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pursuant to the Hong Kong Public Offering through the HK eIPO White Form service
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and through the CCASS EIPO service for a total of 7,023,000 Hong Kong Offer Shares,
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representing approximately 1.31 times of the total number of 5,341,200 H 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 represents less than 15 times of
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the total number of Offer Shares initially available under the Hong Kong Public Offering,
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no reallocation procedure as disclosed in the section headed “Structure of the Global
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Offering – The Hong Kong Public Offering – Reallocation ” in the Prospectus has been
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applied and no H Shares have been reallocated from the International Offering to the Hong
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Kong Public Offering. The final number of H Shares under the Hong Kong Public Offering
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is 5,341,200 H Shares, representing approximately 10% of the total number of Offer Shares
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initially available under the Global Offering. The total number of successful applicants
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under the Hong Kong Public Offering is 1,154, among which 711 Shareholders were
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allocated with one board lot of the H Shares.
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--- page 2 ---
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4
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International Offering
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• The H Shares initially offered under the International Offering have been slightly over-
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subscribed, representing approximately 1.26 times of the total number of H Shares initially
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available under the International Offering. The final number of H Shares under the
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International Offering is 48,066,300 H Shares, representing approximately 90% of the total
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number of H Shares initially available under the Global Offering.
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• A total of 102 placees have been allotted five board lots of H Shares or less, representing
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approximately 91.07% of the 112 placees under the International Offering. These placees
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have been allotted 30,600 H Shares in total, representing approximately 0.06% of the Offer
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Shares available under the International Offering and 0.06% of the Offer Shares available
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under the Global Offering.
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• A total of 102 placees have been allotted one board lot of H Shares or less, representing
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approximately 91.07% of the 112 placees under the International Offering. These placees
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have been allotted 30,600 H Shares in total, representing approximately 0.06% of the Offer
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Shares available under the International Offering and 0.06% of the Offer Shares available
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under the Global Offering.
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Cornerstone Investor
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• Based on the Offer Price of HK$15.36 per Offer Share (exclusive of brokerage of 1.0%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong
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Stock Exchange trading fee of 0.00565%), pursuant to the Cornerstone Investment
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Agreement, the Cornerstone Investor has subscribed for a total of 6,632,400 H Shares,
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representing in aggregate (a) approximately 0.62% of the issued share capital of the
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Company immediately upon completion of the Global Offering and (b) approximately
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12.42% of the number of Offer Shares under the Global Offering. Please refer to the section
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headed “Cornerstone Investor ” in the Prospectus for further details of the Cornerstone
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Investor.
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Placing of Offer Shares with Consent under the Placing Guidelines
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• The International Offering is in compliance with the Placing Guidelines for Equity
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Securities in Appendix 6 to the Listing Rules (the “Placing Guidelines ”). None of
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the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
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Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries
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and their respective affiliated companies and connected clients of the lead broker or of any
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distributors (as defined in the Placing Guidelines) has taken up any Offer Shares for its
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own benefit under the Global Offering.
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• The Directors confirm that, to the best of their knowledge and information, no Offer Shares
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under the International Offering placed by or through the Overall Coordinators, the Joint
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Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters
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or the Capital Market Intermediaries under the Global Offering have been placed with
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any core connected person (as defined in the Listing Rules) of the Company, or to any
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connected clients (as set out in paragraph 5(1) of the Placing Guidelines), or persons set
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out in paragraph 5(2) of the Placing Guidelines, whether in their own names or through
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nominees.
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--- page 3 ---
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5
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Confirmations of Cornerstone Investor, public Shareholders in the Hong Kong Public
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Offering and placees in the International Offering
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• To the best of the knowledge, information and belief of our Company, (i) the Cornerstone
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Investor and the QDII (as defined in the Prospectus) are independent of the Company,
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its connected persons and their respective associates; (ii) the Cornerstone Investor is not
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accustomed to take and has not taken instructions from our Company, our subsidiaries, the
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Directors, Supervisors, chief executive of our Company, Controlling Shareholders Group,
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substantial Shareholders or existing Shareholders or any of their respective close associates
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in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; and
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(iii) the subscription of the Offer Shares by the Cornerstone Investor is not financed by our
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Company, our subsidiaries, the Directors, Supervisors, chief executive of our Company,
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Controlling Shareholders Group, substantial Shareholders or existing Shareholders or any
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of their respective close associates.
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• To the best knowledge of the Company, (i) none of the Offer Shares subscribed by public
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Shareholders in the Hong Kong Public Offering and placees in the International Offering
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has been directly or indirectly financed by the Company, the Directors, chief executive,
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Supervisors, the Controlling Shareholders, Substantial Shareholders, existing Shareholders
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or any of their subsidiaries or their respective close associates; (ii) none of the public
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Shareholders in the Hong Kong Public Offering and placees in the International Offering
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who has subscribed for the Offer Shares is accustomed to taking instructions from the
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Company, the Directors, chief executive, Supervisors, the Controlling Shareholders,
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Substantial Shareholders, existing Shareholders or any of their subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other
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disposition of the H Shares registered in their name or otherwise held by them; (iii)
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there is no side agreement or arrangement between the Company, any of the Directors,
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the Supervisors, chief executive, the Controlling Shareholders, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or their respective close
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associates, on one hand, and the public subscribers or the placee who has subscribed for
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the Offer Shares, on the other hand; (iv) no rebate has been, directly or indirectly, provided
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by the Company, the Directors, the Supervisors, chief executive of the Company, the
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Controlling Shareholders, substantial Shareholders of the Company, existing Shareholders
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of the Company or any of their subsidiaries or their respective close associates or syndicate
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members or any other brokers or underwriters to any public Shareholders in the Hong
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Kong Public Offering or placees in the International Offering; and (v) the consideration
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payable by the public Shareholders in the Hong Kong Public Offering and placees in the
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International Offering for each Share subscribed for or purchased by them is the same as
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the final Offer Price as determined by the Company, in additional to brokerage of 1.0%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong
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Stock Exchange trading fee of 0.00565%.
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• The Directors confirm that, no placees will, individually, be placed more than 10% of the
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enlarged issued share capital of the Company immediately after the Global Offering.
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--- page 4 ---
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6
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Lock-up Obligations
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• The Company, all existing Shareholders, and the Cornerstone Investor are subject to
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lock-up obligations in respect of the Shares as set out in the paragraph headed “Lock-up
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Obligations ” in this announcement.
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Public Float
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• The Company have applied to the Stock Exchange to exercise its discretion under Rule
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8.08(1)(d) of the Listing Rules to grant, and the Stock Exchange has granted, a waiver from
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strict compliance with the minimum public float requirement under Rule 8.08(1)(a) of the
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Listing Rules so that the minimum percentage of the Shares from time to time to be held by
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the public will be 15.7% of the total issued share capital of our Company (including the H
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Shares to be converted from Domestic Unlisted Shares and held by the Pre-IPO Investors,
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and assuming the Conversion of Domestic Unlisted Shares into H Shares is completed).
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• The Directors confirm that there will be at least 300 Shareholders at the time of the Listing
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in compliance with Rule 8.08(2) of the Listing Rules, and that the three largest public
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Shareholders do not hold more than 50% of the shares held in public hands at the time of
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the Listing in compliance with Rule 8.08(3) and Rule 8.24 of the Listing Rules.
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Results of Allocation
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The final Offer Price, results of applications in the Hong Kong Public Offering, the level of
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indications of interests in the International Offering, the level of applications in the Hong Kong
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Public Offering and the basis of allocation of the Hong Kong Offer Shares will be published on
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Wednesday, October 11, 2023, on the websites of the Company at www.shiyuedaotian.com and
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the Stock Exchange at www.hkexnews.hk .
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--- page 5 ---
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7
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The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering
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successfully applied for through the HK eIPO White Form service or through the CCASS
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EIPO service, including the Hong Kong identity card numbers, passport numbers or Hong Kong
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business registration numbers, certificate of incorporation numbers of successful applicants
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(where applicable) and the number of Hong Kong Offer Shares successfully applied for, will be
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made available at the times and dates and in the manner specified below:
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• in the announcement to be posted on the Company ’s website at www.shiyuedaotian.com
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and the Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on
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Wednesday, October 11, 2023;
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• from “IPO Results ” function in the IPO App or the designated results of allocations
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website at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search
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by ID ” function on a 24-hour basis from 8:00 a.m. on Wednesday, October 11, 2023 to
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12:00 midnight, on Tuesday, October 17, 2023;
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• by telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. from
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Wednesday, October 11, 2023 to Monday, October 16, 2023 (excluding Saturday, Sunday
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and public holiday in Hong Kong).
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This announcement contains a list of identification document numbers. Identification document
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numbers shown in the section headed “Results of Applications Made by HK eIPO White
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Form ” in this announcement refer to Hong Kong identity card numbers/passport numbers/
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Hong Kong business registration numbers/certificate of incorporation numbers/beneficial owner
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identification codes (if such applications are made by nominees as agent for the benefit of
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another person) whereas those displayed in the section headed “Results of Applications Made
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by Giving Electronic Application Instructions to HKSCC via CCASS ” in this announcement are
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provided by CCASS Participants via CCASS. Therefore, the identification document numbers
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shown in the two sections are different in nature.
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Please note that the list of identification document numbers set out in this announcement may not
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be 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 or via the HK eIPO White
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Form service are disclosed. Applicants with beneficial names only but not identification
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document numbers are not disclosed due to personal privacy issue as elaborated below.
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Applicants who applied for the Hong Kong Offer Shares through their brokers or nominees can
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consult their brokers or nominees to enquire about their application 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 HK
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eIPO White Form ” 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 disclosed
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in this announcement.
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--- page 6 ---
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8
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Dispatch/Collection of H Share Certificates/e-Auto Refund Payment Instructions/Refund
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Checks
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• Applicants who applied for 1,000,000 Hong Kong Offer Shares or more through the HK
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eIPO White Form service and who have been successfully or partially successfully
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allocated Hong Kong Offer Shares may collect refund cheque(s) and/or H Share
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certificate(s) (where applicable) from the H Share Registrar, Tricor Investor Services
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Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to
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1:00 p.m. on Wednesday, October 11, 2023, or any other place or date the Company may
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notify.
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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
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of authorisation from their corporations stamped with the corporations ’ chops. Both
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individuals and authorised representatives (if applicable) must produce, at the time of
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collection, evidence of identity acceptable to the H Share Registrar.
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• H Share certificates for Hong Kong Offer Shares allocated to applicants who applied
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through the HK eIPO White Form service which are either not available for personal
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collection or which are available but are not collected in person within the time specified
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for collection are expected to be dispatched by ordinary post to those entitled to them at
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their own risk on or before Wednesday, October 11, 2023.
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• Wholly or partially successful applicants who applied by giving electronic application
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instructions to HKSCC via CCASS will have their H Share certificates issued in the
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name of HKSCC Nominees Limited and deposited into CCASS for credit to their CCASS
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Investor Participant stock accounts or the stock accounts of their designated CCASS
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Participant stock accounts who gave electronic application instructions on their behalf on
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Wednesday, October 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 allotted to them
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with that CCASS Participant.
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• Applicants who applied through the HK eIPO White Form service and paid the
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application monies from a single bank account will have refund monies (if any) dispatched
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to their application payment accounts in the form of e-Auto Refund payment instructions
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on Wednesday, October 11, 2023. Applicants who applied through the HK eIPO White
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Form service and paid the application monies from multiple bank accounts will have
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refund monies (if any) dispatched to the addresses specified on their HK eIPO White
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Form applications in the form of refund check(s) in favour of the applicant (or, in the case
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of joint applications, the first-named applicant) by ordinary post at their own risk on or
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before Wednesday, October 11, 2023.
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• Refund monies for applicants who have applied by giving electronic application
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instructions to HKSCC via CCASS are expected to be credited to the relevant applicants ’
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designated bank accounts or the designated bank accounts of their brokers or custodians on
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Wednesday, October 11, 2023.
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--- page 7 ---
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9
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• H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday,
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October 12, 2023, provided that the Global Offering has become unconditional and the
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right of termination described in the section headed “Underwriting { Underwriting
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Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ”
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in the Prospectus has not been exercised.
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• No temporary document of title will be issued in respect of the H Shares. No receipt will
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be issued for sums paid on application.
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Commencement of Dealings
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• H Share certificates for the Hong Kong Offer Shares will only become valid evidence of
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title provided that the Global Offering has become unconditional in all respects and neither
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of the Underwriting Agreements has been terminated in accordance with its terms, which is
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scheduled to be at around 8:00 a.m. on Thursday, October 12, 2023. Investors who trade H
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Shares on the basis of publicly available allocation details before the receipt of the H Share
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certificates and before they become valid do so entirely of their own risk.
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• Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
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Thursday, October 12, 2023 (Hong Kong time), it is expected that dealings in the H Shares
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on the Stock Exchange will commence at 9:00 a.m. on Thursday, October 12, 2023 (Hong
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Kong time). The H Shares will be traded on the Main Board of the Stock Exchange in
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board lots of 300 H Shares each. The stock code of the H Shares will be 9676.
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In view of the high concentration of shareholding in a small number of H Shareholders,
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H Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded, and should exercise
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extreme caution when dealing in H Shares.
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OFFER PRICE
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The Offer Price has been determined at HK$15.36 per H Share (exclusive of brokerage of 1.0%,
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SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock
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Exchange trading fee of 0.00565%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
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Based on the Offer Price of HK$15.36 per H Share, the net proceeds from the Global Offering
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to be received by the Company, after deduction of underwriting fees and commissions and other
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estimated expenses payable by the Company in connection with the Global Offering, are estimated
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to be approximately HK$716.4 million.
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--- page 8 ---
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10
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The Company intends to apply the net proceeds as follows:
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• Approximately 35.0%, or HK$250.7 million, will be used to enhance our cooperation with
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suppliers and strengthen our procurement capability. In particular:
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(i) approximately 20%, or HK$143.3 million, will be used to (a) strengthen seamless
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cooperation with our existing and new suppliers, mainly located in our five core
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production areas, namely Shenyang Xinmin, Wuchang, Songyuan, Tonghe and Aohan,
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primarily through payment of deposit to secure consistent and quality supply of raw
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materials for us, as well as (b) investment and support in facilities, systems and
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technologies that would further improve the efficiency of our integrated supply chain,
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such as the harvest and transportation of raw materials;
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(ii) approximately 10%, or HK$71.6 million, will be used for contract farming for (i)
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procurement amount of approximately 28,300 tons of paddy in terms of production
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volume and (ii) farming area of approximately 720 farming hectare with expected yield
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of approximately 4,790 tons of paddy in terms of agricultural land area; and
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(iii) approximately 5%, or HK$35.8 million, will be used to further enhance our internal
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procurement capabilities.
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• Approximately 30.0%, or HK$214.9 million, will be used for expanding our production
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capacity, upgrading existing production lines, broadening the geographic coverage of our
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warehousing and logistics, and providing funds for production activities related to our
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business expansion. In particular:
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(i) approximately 14.1%, or HK$101.2 million, will be used for expanding our production
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capacity, including construction of new factories, establishment of new production and
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processing lines, and purchase of equipment, to better meet growing market demand for
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our products;
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(ii) approximately 1.5%, or HK$10.9 million, will be used for upgrading existing production
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lines through adoption of more advanced equipment and improved techniques to
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enhance production efficiency;
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(iii) approximately 13.9%, or HK$99.4 million, will be used for broadening the geographic
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coverage of our warehousing and logistics, including expansion of warehouse facilities,
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purchase of warehouse equipment, establishment of logistics bases and introduction
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of advanced logistics equipment and systems, to optimize our inventory management,
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improve warehousing capabilities and enhance logistical efficiency; and
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(iv) approximately 0.5%, or HK$3.4 million, will be used to fund for production activities
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related to our business expansion such as factory renovation and procurement of related
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facilities associated with capacity expansion to further support capacity expansion and
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improve overall operational efficiency.
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--- page 9 ---
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11
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• Approximately 10.0%, or HK$71.6 million, will be used to expand our channel coverage
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and establish our sales ecosystem. We plan to deepen our cooperation with large offline
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retailers such as national and regional supermarkets, amplify our presence over the
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e-commerce platforms with leading positions, explore opportunities in emerging e-commerce
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platforms and broaden our distribution network on China, thereby improving the visibility
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and accessibility of our products to existing and potential customers across the country. In
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particular:
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(i) approximately 3.0%, or HK$21.5 million, will be used to continuously enhance
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our cooperation with grocery retail channel partners such as national and regional
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supermarkets and increase consumer interaction through offline activities, such as
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product display, product tasting, and sales promotion, to enhance consumer education
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and improve brand loyalty; and
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(ii) approximately 7.0%, or HK$50.2 million, will be used to invest in channels other than
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grocery retail channel partners, including leveraging the advantages of the consumer
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reach, and brand awareness of e-commerce platforms to enhance our service capabilities
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in such channels, and to explore new e-commerce platforms to expand our market
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coverage, operate efficiently, harness more profitability potentials and explore new
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cooperation opportunities in emerging channels such as social e-commerce platforms
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and community group buying platforms. In addition, we also plan to expand our
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distribution network to enhance market presence and deepen market penetration.
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• Approximately 10.0%, or HK$71.6 million, will be used to enhance our brand equity. A
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quality and diversified product offerings are the key to our high brand recognition. As we
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increase our efforts on the development of products, consumers need time to get used to new
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products, in particular products under new categories. Thus, we plan to increase our brand
|
||
marketing efforts on our existing products and potential products to be launched in the future.
|
||
In particular:
|
||
(i) approximately 7.0%, or HK$50.2 million, will be used for advertising, including
|
||
content productions, live streaming and promotion on social media platforms, celebrity
|
||
endorsements, engagement with KOLs and other online and offline integrated promotion
|
||
activities, to enhance our brand awareness and improve brand impact; and
|
||
(ii) approximately 3.0%, or HK$21.5 million, will be used to enhance our sales and
|
||
marketing capabilities and further optimize the efficiency of our sales and marketing
|
||
promotion.
|
||
• Approximately 5.0%, or HK$35.8 million, will be used to construct our digital middle
|
||
platform system, which integrates the full digital chain including IT infrastructure, backend,
|
||
middleware, frontend and touchpoints, to optimize the support for our business management.
|
||
• Approximately 10.0%, or HK$71.6 million, will be used for working capital and general
|
||
corporate purposes.
|
||
For further information, please refer to the section headed “Future Plans and Use of Proceeds ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED IN THE HONG KONG
|
||
PUBLIC OFFERING
|
||
The Hong Kong Offer Shares initially available under the Hong Kong Public Offering have been
|
||
slightly over-subscribed. At the close of the application lists at 12:00 noon on Thursday, October
|
||
5, 2023, a total of 1,154 valid applications have been received pursuant to the Hong Kong Public
|
||
Offering through the HK eIPO White Form service and through the CCASS EIPO service for
|
||
a total of 7,023,000 Hong Kong Offer Shares, representing approximately 1.31 times of the total
|
||
number of 5,341,200 Offer Shares initially available for subscription under the Hong Kong Public
|
||
Offering, among which:
|
||
• 1,152 valid applications in respect of a total of 1,681,800 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount based on
|
||
the maximum Offer Price of HK$15.8 per H Share (excluding brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock
|
||
Exchange trading fee of 0.00565%) of HK$5 million or less, representing approximately 0.63
|
||
times of the 2,670,600 Hong Kong Offer Shares initially comprised in Pool A; and
|
||
• 2 valid applications in respect of a total of 5,341,200 Hong Kong Offer Shares were for the
|
||
Hong Kong Public Offering with an aggregate subscription amount based on the maximum
|
||
Offer Price of HK$15.8 per Offer Share (excluding brokerage of 1.0%, SFC transaction levy
|
||
of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee
|
||
of 0.00565%) of more than HK$5 million, representing 2 times of the 2,670,600 Hong Kong
|
||
Offer Shares initially comprised in Pool B.
|
||
No application has been rejected due to dishonored payments. No invalid application has been
|
||
identified and rejected. No multiple applications or suspected multiple applications have been
|
||
identified and rejected. No application for more than 2,670,600 (being 50% of the 5,341,200 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, no reallocation
|
||
procedure as disclosed in the section headed “Structure of the Global Offering – The Hong Kong
|
||
Public Offering – Reallocation ” in the Prospectus has been applied and no H Shares have been
|
||
reallocated from the International Offering to the Hong Kong Public Offering. The final number
|
||
of Offer Shares under the Hong Kong Public Offering is 5,341,200 H Shares, representing
|
||
approximately 10% of the total number of Offer Shares initially available under the Global
|
||
Offering. The total number of successful applicants under the Hong Kong Public Offering is 1,154,
|
||
among which 711 Shareholders were allocated with one board lot of the H Shares.
|
||
The H Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis
|
||
set out in the paragraph headed “Basis of Allocation under the Hong Kong Public Offering ” below.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
INTERNATIONAL OFFERING
|
||
The H Shares initially offered under the International Offering have been slightly over-subscribed,
|
||
representing approximately 1.26 times of the total number of H Shares initially available under
|
||
the International Offering. The final number of Offer Shares allocated to the placees under the
|
||
International Offering is 48,066,300 H Shares, representing approximately 90% of the total number
|
||
of Offer Shares initially available under the Global Offering.
|
||
A total of 102 placees have been allotted five board lots of H Shares or less, representing
|
||
approximately 91.07% of the 112 placees under the International Offering. These placees have
|
||
been allotted 30,600 H Shares in total, representing approximately 0.06% of the Offer Shares
|
||
initially available under the International Offering and 0.06% of the Offer Shares available under
|
||
the Global Offering.
|
||
A total of 102 placees have been allotted one board lot of H Shares or less, representing
|
||
approximately 91.07% of the 112 placees under the International Offering. These placees have
|
||
been allotted 30,600 H Shares in total, representing approximately 0.06% of the Offer Shares
|
||
available under the International Offering and 0.06% of the Offer Shares available under the
|
||
Global Offering.
|
||
Cornerstone Investor
|
||
Based on the Offer Price of HK$15.36 per Offer Share (excluding brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange
|
||
trading fee of 0.00565%) and pursuant to the Cornerstone Investment Agreement as disclosed
|
||
in the section headed “Cornerstone Investor ” in the Prospectus, the number of Offer Shares
|
||
subscribed for by the Cornerstone Investor is determined as set out below:
|
||
Cornerstone Investor
|
||
Total
|
||
Investment
|
||
Amount (1)
|
||
Number of
|
||
Offer Shares
|
||
to be
|
||
acquired (2)
|
||
Approximate
|
||
% of the
|
||
Offer Shares
|
||
Approximate
|
||
% of the
|
||
International
|
||
Offer Shares
|
||
Approximate
|
||
% of our total
|
||
issued share
|
||
capital
|
||
immediately upon
|
||
completion of the
|
||
Global Offering
|
||
(assuming the
|
||
Share Split is
|
||
completed)
|
||
(HK$)
|
||
Xinmin Tianshi 102,903,191 6,632,400 12.42% 13.80% 0.62%
|
||
Notes:
|
||
(1) The total investment amount include brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction
|
||
levy of 0.00015% and Stock Exchange trading fee of 0.00565%. Due to the currency exchange difference, the
|
||
total investment amount disclosed in the table above is different from the illustrative investment amount to be
|
||
subscribed by the Cornerstone Investor as disclosed in the Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
(2) Subject to rounding down to the nearest whole board lot of 300 Shares. The final number of the Offer Shares
|
||
allotted to the Cornerstone Investor was calculated with reference to the actual total investment amount in Hong
|
||
Kong dollars. Due to the total investment amount difference as illustrated in note (1) above, the final number
|
||
of Offer Shares allotted may be different from the illustrative number of Offer Shares to be subscribed by the
|
||
Cornerstone Investor as disclosed in the Prospectus.
|
||
Please refer to the section headed “Cornerstone Investor ” in the Prospectus for further details
|
||
relating to the Cornerstone Investor.
|
||
CONFIRMATIONS OF CORNERSTONE INVESTOR, PUBLIC SHAREHOLDERS IN
|
||
THE HONG KONG PUBLIC OFFERING AND PLACEES IN THE INTERNATIONAL
|
||
OFFERING
|
||
To the best knowledge of the Company, none of the Cornerstone Investor, public Shareholders in
|
||
the Hong Kong Public Offering and placees in the International Offering is an existing Shareholder
|
||
or a close associate of existing Shareholders.
|
||
Further, to the best of the knowledge, information and belief of our Company, (i) the Cornerstone
|
||
Investor and the QDII (as defined in the Prospectus) are independent of the Company, its connected
|
||
persons and their respective associates; (ii) the Cornerstone Investor is not accustomed to take and
|
||
has not taken instructions from our Company, our subsidiaries, the Directors, Supervisors, chief
|
||
executive of our Company, Controlling Shareholders Group, substantial Shareholders or existing
|
||
Shareholders or any of their respective close associates in relation to the acquisition, disposal,
|
||
voting or other disposition of the Offer Shares; and (iii) the subscription of the Offer Shares by the
|
||
Cornerstone Investor is not financed by our Company, our subsidiaries, the Directors, Supervisors,
|
||
chief executive of our Company, Controlling Shareholders Group, substantial Shareholders or
|
||
existing Shareholders or any of their respective close associates.
|
||
Furthermore, to the best knowledge of the Company, (i) none of the Offer Shares subscribed by
|
||
public Shareholders in the Hong Kong Public Offering and placees in the International Offering has
|
||
been directly or indirectly financed by the Company, the Directors, chief executive, Supervisors,
|
||
the Controlling Shareholders, Substantial Shareholders, existing Shareholders or any of their
|
||
subsidiaries or their respective close associates; (ii) none of the public Shareholders in the Hong
|
||
Kong Public Offering and placees in the International Offering who has subscribed for the Offer
|
||
Shares is accustomed to taking instructions from the Company, the Directors, chief executive,
|
||
Supervisors, the Controlling Shareholders, Substantial Shareholders, existing Shareholders or any
|
||
of their 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;
|
||
(iii) there is no side agreement or arrangement between the Company, any of the Directors, the
|
||
Supervisors, chief executive, the Controlling Shareholders, substantial Shareholders, existing
|
||
Shareholders of the Company or any of its subsidiaries or their respective close associates, on one
|
||
hand, and the public subscribers or the placee who has subscribed for the Offer Shares, on the
|
||
other hand; (iv) no rebate has been, directly or indirectly, provided by the Company, the Directors,
|
||
the Supervisors, chief executive of the Company, the Controlling Shareholders, substantial
|
||
Shareholders of the Company, existing Shareholders of the Company or any of their subsidiaries
|
||
or their respective close associates or syndicate members or any other brokers or underwriters to
|
||
any public Shareholders in the Hong Kong Public Offering or placees in the International Offering;
|
||
and (v) the consideration payable by the public Shareholders in the Hong Kong Public Offering
|
||
and placees in the International Offering for each Share subscribed for or purchased by them is
|
||
the same as the final Offer Price as determined by the Company, in addition to brokerage of 1.0%,
|
||
SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock
|
||
Exchange trading fee of 0.00565%.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
No Offer Shares placed by or through the Overall Coordinators, the Joint Global Coordinators, the
|
||
Joint Bookrunners, the Joint Lead Managers and the Underwriters under the Global Offering have
|
||
been placed with any core connected person (as defined in the Listing Rules) of the Company, or
|
||
any connected clients (as set out in paragraph 5(1) of the Placing Guidelines) or persons set out in
|
||
paragraph 5(2) of the Placing Guidelines, whether in their own names or through nominees. The
|
||
Directors confirm that, no placees will, individually, be placed more than 10% of the enlarged
|
||
issued share capital of the Company immediately after the Global Offering.
|
||
LOCK-UP OBLIGATIONS
|
||
The Company, all existing Shareholders, and the Cornerstone Investor are subject to lock-up
|
||
obligations (the “Lock-up Obligations ”) in respect of the Shares. The major terms of the Lock-up
|
||
Obligations are as follows:
|
||
Name Class of Shares
|
||
Number of Shares
|
||
subject to the Lock-up
|
||
Obligations after Listing
|
||
Percentage of
|
||
shareholding in the
|
||
Company subject to the
|
||
Lock-up Obligations
|
||
after Listing
|
||
Last day of the
|
||
Lock-up Period
|
||
The Company (subject to lock-up obligations pursuant to the Listing Rules and the Hong Kong Underwriting Agreement)
|
||
N/A N/A N/A April 12, 2024 (1)
|
||
The Controlling Shareholders (subject to lock-up obligations pursuant to the Listing Rules, October 12, 2024 (2)
|
||
the Hong Kong Underwriting Agreement and PRC Company Law)
|
||
All other existing Shareholders (subject to lock-up obligations pursuant to the PRC Company Law)
|
||
Generation Sigma HK H Shares 88,710,970 8.31% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 38,018,980 3.56% October 12, 2024 (3)
|
||
MIC H Shares 34,811,460 3.26% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 14,919,190 1.40% October 12, 2024 (3)
|
||
YF Mega Media (HK) H Shares 34,508,920 3.23% October 12, 2024 (3)
|
||
Sequoia Capital China Growth H Shares 14,378,720 1.35% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 14,378,720 1.35% October 12, 2024 (3)
|
||
Sequoia Hanchen H Shares 14,378,720 1.35% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 14,378,720 1.35% October 12, 2024 (3)
|
||
CMC October H Shares 12,883,330 1.21% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 5,521,430 0.52% October 12, 2024 (3)
|
||
Zhao Shulan Domestic Unlisted Shares 12,883,340 1.21% October 12, 2024 (3)
|
||
Ceran Investment H Shares 3,220,830 0.30% October 12, 2024 (3)
|
||
Domestic Unlisted Shares 1,380,360 0.13% October 12, 2024 (3)
|
||
Subtotal 304,373,690 28.5%
|
||
Cornerstone Investor (subject to lock-up obligations pursuant to its Cornerstone Investment Agreement)
|
||
Xinmin Tianshi H Shares 6,632,400 0.62% April 12, 2024 (4)
|
||
Subtotal 6,632,400 0.62%
|
||
Total 1,021,378,050 95.62%
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Notes:
|
||
(1) The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules.
|
||
(2) This includes the Shares held by Mr. Wang, Ms. Zhao, Shiyue Daotian Enterprise Management, Shiyue Jinfeng,
|
||
Shiyue Zhongxin and Shenyang Hongsheng which are the Controlling Shareholders of the Company. For
|
||
details, please refer to sections headed “Relationship with Controlling Shareholders Group ” and “Substantial
|
||
Shareholders ” in the Prospectus. Each of the Controlling Shareholder(s) shall not dispose of any of its existing
|
||
Shares on or before the indicated date.
|
||
(3) Each of the other existing Shareholders shall not dispose of any of its existing Shares on or before the indicated
|
||
date.
|
||
(4) The Cornerstone Investor shall not dispose of the Offer Shares acquired in the Global Offering on or before the
|
||
indicated date.
|
||
Each of the existing Shareholders are subject to statutory lock-up requirement for one year from the
|
||
Listing Date pursuant to the PRC Company Law. As such, all existing Shareholders of 811,852,700
|
||
Domestic Unlisted Shares and 202,892,950 H Shares (as converted from Domestic Unlisted Shares)
|
||
will be subject to the one-year statutory lock-up requirement. Please refer to the paragraph headed
|
||
“History, Development and Corporate Structure – Principal Terms of the Pre-IPO Investments and
|
||
Pre-IPO Investors ’ Rights ” in the Prospectus for details of the lock-up requirement.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the paragraph headed “Structure of the
|
||
Global Offering – Conditions of the Global Offering ” in the Prospectus, 1,154 valid applications
|
||
made by the public through the HK eIPO White Form service and the CCASS EIPO service will
|
||
be conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
300 711 300 H Shares 100.00%
|
||
600 178 600 H Shares 100.00%
|
||
900 43 900 H Shares 100.00%
|
||
1,200 17 1,200 H Shares 100.00%
|
||
1,500 27 1,500 H Shares 100.00%
|
||
1,800 14 1,800 H Shares 100.00%
|
||
2,100 13 2,100 H Shares 100.00%
|
||
2,400 9 2,400 H Shares 100.00%
|
||
2,700 5 2,700 H Shares 100.00%
|
||
3,000 58 3,000 H Shares 100.00%
|
||
4,500 27 4,500 H Shares 100.00%
|
||
6,000 21 6,000 H Shares 100.00%
|
||
7,500 6 7,500 H Shares 100.00%
|
||
9,000 2 9,000 H Shares 100.00%
|
||
10,500 4 10,500 H Shares 100.00%
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
Pool A
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
12,000 9 12,000 H Shares 100.00%
|
||
15,000 4 15,000 H Shares 100.00%
|
||
30,000 2 30,000 H Shares 100.00%
|
||
150,000 1 150,000 H Shares 100.00%
|
||
270,000 1 270,000 H Shares 100.00%
|
||
Total 1,152 Total number of Pool A successful applicants: 1,152
|
||
Pool B
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
2,670,600 2 1,829,700 H Shares 68.51%
|
||
Total 2 Total number of Pool B successful applicants: 2
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 5,341,200 H Shares,
|
||
representing approximately 10% of the total number of Offer Shares initially available under the
|
||
Global Offering.
|
||
RESULTS OF ALLOCATIONS
|
||
The final Offer Price, results of applications in the Hong Kong Public Offering, 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 will be published on
|
||
Wednesday, October 11, 2023, on the websites of the Company at www.shiyuedaotian.com and
|
||
the Stock Exchange at www.hkexnews.hk .
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering
|
||
successfully applied for through the HK eIPO White Form service or through the CCASS
|
||
EIPO service, including the Hong Kong identity card numbers, passport numbers or Hong Kong
|
||
business registration numbers, certificate of incorporation numbers of successful applicants (where
|
||
applicable) and the number of the Hong Kong Offer Shares successfully applied for, will be made
|
||
available at the times and dates and in the manner specified below:
|
||
• in the announcement to be posted on the Company ’s website at www.shiyuedaotian.com
|
||
and the Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on
|
||
Wednesday, October 11, 2023;
|
||
• from “IPO Results ” function in the IPO App or the designated results of allocations website
|
||
at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID ”
|
||
function on a 24-hour basis from 8:00 a.m. on Wednesday, October 11, 2023 to 12:00
|
||
midnight on Tuesday, October 17, 2023;
|
||
• by telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. from
|
||
Wednesday, October 11, 2023 to Monday, October 16, 2023 (excluding Saturday, Sunday and
|
||
public holiday in Hong Kong).
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by HK eIPO White Form ”
|
||
in this announcement refer to Hong Kong identity card numbers/passport numbers/Hong Kong
|
||
business registration numbers/certificate of incorporation numbers/beneficial owner identification
|
||
codes (if such applications are made by nominees as agent for the benefit of another person)
|
||
whereas those displayed in the section headed “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS ” in this announcement are provided by CCASS
|
||
Participants via CCASS. Therefore, the identification document numbers shown in the two sections
|
||
are different in nature.
|
||
Please note that the list of identification document numbers set out in this announcement may not
|
||
be a complete list of successful applicants since only successful applicants whose identification
|
||
document numbers are provided to HKSCC by CCASS Participants or via the HK eIPO White
|
||
Form service 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 or nominees can consult their
|
||
brokers or nominees to enquire about their application results.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by HK eIPO
|
||
White Form ” and “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this
|
||
announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
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 Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares
|
||
Subscription
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing
|
||
Top 1 12,228,000 12,228,000 12,228,000 25.44% 22.90% 4.77% 1.14%
|
||
Top 5 35,801,700 35,801,700 35,801,700 74.48% 67.03% 13.97% 3.35%
|
||
Top 10 48,035,700 48,035,700 48,035,700 99.94% 89.94% 18.74% 4.50%
|
||
Top 20 48,038,700 48,038,700 48,038,700 99.94% 89.95% 18.74% 4.50%
|
||
Top 25 48,040,200 48,040,200 48,040,200 99.95% 89.95% 18.74% 4.50%
|
||
Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares (1)
|
||
Subscription
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing
|
||
Top 1 – – 710,371,960 0.00% 0.00% 0.00% 66.50%
|
||
Top 5 – 172,410,070 950,098,920 0.00% 0.00% 67.27% 88.95%
|
||
Top 10 19,869,300 219,541,420 1,030,013,760 41.34% 37.20% 85.66% 96.43%
|
||
Top 20 (2) 50,063,100 252,956,050 1,064,808,750 96.54% 93.74% 98.70% 99.69%
|
||
Top 25 (3) 52,175,100 255,068,050 1,066,920,750 99.94% 97.69% 99.52% 99.88%
|
||
Top 1, 5, 10, 20 and 25 of all the holders of the H Shares of the Company upon Listing:
|
||
H Shareholder Subscription
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offer Shares (1)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
as % of total
|
||
H Shares
|
||
Number of
|
||
Shares as %
|
||
of total Shares
|
||
upon Listing
|
||
Top 1 – 88,710,970 126,729,950 0.00% 0.00% 34.61% 11.86%
|
||
Top 5 – 186,788,790 268,484,400 0.00% 0.00% 72.88% 25.14%
|
||
Top 10 31,601,700 231,273,820 318,490,860 65.75% 59.17% 90.24% 29.82%
|
||
Top 20 (4) 51,965,100 254,858,050 343,455,450 99.94% 97.30% 99.44% 32.15%
|
||
Top 25 (5) 52,205,100 255,098,050 343,695,450 99.94% 97.75% 99.53% 32.18%
|
||
Notes:
|
||
(1) Represents the subscription level as a percentage of the total number of Shares allocated under the International
|
||
Offering without taking into account the subscription by successful applicants under the Hong Kong Public
|
||
Offering.
|
||
(2) This includes 2 successful applicants under the Hong Kong Public Offering.
|
||
(3) This includes 6 successful applicants under the Hong Kong Public Offering.
|
||
(4) This includes 3 successful applicants under the Hong Kong Public Offering.
|
||
(5) This includes 8 successful applicants under the Hong Kong Public Offering.
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
In view of the high concentration of shareholding in a small number of H Shareholders,
|
||
H 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 H Shares.
|