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.
1222 lines
67 KiB
Plaintext
1222 lines
67 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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SUMMARY
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Final Offer Price
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• The final Offer Price has been determined at HK$28.00 per Offer Share (exclusive of
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brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015%
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and Stock Exchange trading fee of 0.00565%).
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Offer Size Adjustment Option
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• The Offer Size Adjustment Option was exercised in part, pursuant to which the Company
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is issuing and allotting 1,827,700 additional Offer Shares, representing approximately 4.5%
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of the total number of Offer Shares initially available under the Global Offering, at the final
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Offer Price.
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• Accordingly, the total number of Offer Shares finally available under the Global Offering
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(taking into account of the partial exercise of the Offer Size Adjustment Option and before
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any exercise of the Over-allotment Option) that may be allotted and issued by the Company
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is 42,444,800 Offer Shares and the total issued share capital of the Company upon Listing
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(taking into account of the partial exercise of the Offer Size Adjustment Option and before
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any exercise of the Over-allotment Option and assuming no Shares are issued under the
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Equity Incentive Schemes) will be 814,371,439 Shares.
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Net Proceeds from the Global Offering
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• Based on the final Offer Price of HK$28.00 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 commissions
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and other estimated offering expenses paid and payable by the Company in connection
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with the Global Offering and taking into account of the partial exercise of the Offer Size
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Adjustment Option and before any exercise of the Over-allotment Option, are estimated to
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be approximately HK$1,081 million. The Company intends to use the net proceeds from
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the Global Offering in accordance with the purposes as set out in the section headed “Net
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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
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net proceeds of approximately HK$173 million for 6,366,700 additional Offer Shares to
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be issued and allotted upon the exercise of the Over-allotment Option, after deduction of
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the underwriting commissions and other estimated offering expenses paid and payable by
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the Company in connection with the Global Offering. The allocation of the additional net
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proceeds will be adjusted on a pro rata basis according to the use of proceeds as set out in the
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section headed “Net Proceeds from the Global Offering” in this announcement, in the event
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that the Over-allotment Option is exercised.
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--- page 2 ---
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4
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Applications and Indications of Interest Received
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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 9,305 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 10,854,400 Hong Kong Offer Shares, representing
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approximately 2.67 times of the total number of 4,061,800 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 the
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Prospectus have not been applied.
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• Due to the partial exercise of the Offer Size Adjustment Option, the final number of Offer
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Shares under the Hong Kong Public Offering is 4,244,500 Offer Shares, representing 10%
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of the Offer Shares under the Global Offering, and being allocated to 9,305 successful
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applicants under the Hong Kong Public Offering.
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International Offering
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• The Offer Shares initially offered under the International Offering were moderately over-
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subscribed. A total of 83,304,825 Offer Shares under the International Offering (including the
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subscription by the Cornerstone Investors) have been subscribed, representing approximately
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2.3 times of the total number of Offer Shares initially available under the International Offering.
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• Due to the partial exercise of the Offer Size Adjustment Option, the final number of Offer
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Shares under the International Offering is 38,200,300 Offer Shares, representing 90% of the
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Offer Shares under the Global Offering. There has been an over-allocation of 6,366,700 Offer
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Shares. Please refer to the section headed “Applications and Indications of Interest Received
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— International Offering — Over-allotment Option” in this announcement.
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• There are a total of 140 placees under the International Offering.
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• A total of 105 placees have been allotted four board lots of Offer Shares or less, representing
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approximately 75.00% of 140 placees under the International Offering. These placees have
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been allotted 15,600 Offer Shares, representing approximately 0.04% of the Offer Shares
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available under the International Offering (taking into account of the partial exercise of the
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Offer Size Adjustment Option and before any exercise of the Over-allotment Option).
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--- page 3 ---
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5
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• A total of 102 placees have been allotted three board lots of Offer Shares or less, representing
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approximately 72.86% of 140 placees under the International Offering. These placees have
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been allotted 14,400 Offer Shares, representing approximately 0.04% of the Offer Shares
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available under the International Offering (taking into account of the partial exercise of the
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Offer Size Adjustment Option and before any exercise of the Over-allotment Option).
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• A total of 95 placees have been allotted two board lots of Offer Shares or less, representing
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approximately 67.86% of 140 placees under the International Offering. These placees have
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been allotted 12,300 Offer Shares, representing approximately 0.03% of the Offer Shares
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available under the International Offering (taking into account of the partial exercise of the
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Offer Size Adjustment Option and before any exercise of the Over-allotment Option).
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• A total of 67 placees have been allotted one board lots of Offer Shares, representing
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approximately 47.86% of 140 placees under the International Offering. These placees have
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been allotted 6,700 Offer Shares, representing approximately 0.02% of the Offer Shares
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available under the International Offering (taking into account of the partial exercise of the
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Offer Size Adjustment Option and before any exercise of the Over-allotment Option).
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Cornerstone Investors
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• Based on the final Offer Price of HK$28.00 per Offer Share (exclusive of brokerage
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of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%) and pursuant to the Cornerstone Investment
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Agreements as disclosed in the section headed “Cornerstone Investors” in the Prospectus, the
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Cornerstone Investors have subscribed for a total of 28,021,300 Offer Shares, representing (i)
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approximately 66.0% of the Offer Shares under the Global Offering; and (ii) approximately
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3.4% of the total issued share capital of the Company upon Listing (taking into account of
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the partial exercise of the Offer Size Adjustment Option and before any exercise of the Over-
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allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes).
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Please refer to the section headed “Applications and Indications of Interest Received —
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International Offering — Cornerstone Investors” in this announcement for details relating to
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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 waiver from strict compliance with the requirements under Rules 9.09(b)
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and 10.04 of, and a consent under paragraph 5(2) of Appendix 6 to, the Listing Rules (the
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“Placing Guidelines ”), to permit the Company to allocate the Offer Shares in the Global
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Offering to Image Frame Investment (HK) Limited, an existing Shareholder of the Company,
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as a Cornerstone Investor. Please refer to the sections headed “Waivers and Exemptions”
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and “Cornerstone Investors” in the Prospectus, and the section headed “Applications and
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Indications of Interest Received — International Offering — Cornerstone Investors” in this
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announcement for further details.
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--- page 4 ---
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6
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Placees with Waiver/Consent from the Stock Exchange
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Connected Client as a Placee with the Consent under Paragraph 5(1) of the Placing Guidelines
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• Under the International Offering, a total of 4,171,400 Offer Shares were placed to a
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connected client, namely Orient Asset Management (Hong Kong) Limited (“ Orient AM ”),
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within the meaning of the Placing Guidelines, representing (i) approximately 9.8% of the
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Offer Shares under the Global Offering; and (ii) approximately 0.5% of the total issued share
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capital of the Company upon Listing (taking into account of the partial exercise of the Offer
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Size Adjustment Option and before any exercise of the Over-allotment Option, and assuming
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no Shares are issued under the Equity Incentive Schemes). The connected client will hold the
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Offer Shares on behalf of independent third parties on a discretionary basis.
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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, its consent under paragraph 5(1) of the Placing Guidelines to permit the
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Company to allocate Offer Shares in the International Offering to Orient AM. The Offer
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Shares placed to Orient AM are held by Orient AM on behalf of independent third parties and
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are in compliance with all the conditions under the consent granted by the Stock Exchange.
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Please refer to the section headed “Applications and Indications of Interest Received —
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International Offering — Placees with the Consent from the Stock Exchange” in this
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announcement for further details.
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A Close Associate of Existing Shareholders as a Placee with the Waiver and Consent under Rule
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10.04 of the Listing Rule and Paragraph 5(2) of the Placing Guidelines
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• Under the International Offering, a total of 4,617,500 Offer Shares were allocated to FIL
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Investment Management (Hong Kong) Limited, a close associate of existing Shareholders of
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the Company holding in aggregate less than 5% of the Company’s voting rights as a placee
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under the placing tranche of the Global Offering, representing (i) approximately 10.9% of the
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Offer Shares under the Global Offering; and (ii) approximately 0.6% of the total issued share
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capital of the Company upon Listing (taking into account of the partial exercise of the Offer
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Size Adjustment Option and before any exercise of the Over-allotment Option, and assuming
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no Shares are issued under the Equity Incentive Schemes).
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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 waiver from strict compliance with the requirements of Rule 10.04 of the
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Listing Rules and its consent under Paragraph 5(2) of the Placing Guidelines to permit the
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Company to allocate Offer Shares in the Global Offering to existing Shareholders holding
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less than 5% of the Company’s voting rights and their close associates as placees under the
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placing tranche of the Global Offering. Please refer to the section headed “Applications and
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Indications of Interest Received — International Offering — Placees with the Consent from
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the Stock Exchange” in this announcement for further details.
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--- page 5 ---
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7
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Confirmations Regarding Public Shareholders in the Hong Kong Public Offering and
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Placees in the International Offering
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• Save as disclosed the sections headed “Applications and Indications of Interest Received
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— Cornerstone Investors” and “Applications and Indications of Interest Received —
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Placees with Waiver/Consent from the Stock Exchange”, the Directors confirmed that no
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Offer Shares placed by or through the Joint Sponsor-Overall Coordinators, Joint Global
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Coordinators, the Joint Bookrunners or the Underwriters under the Global Offering have
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been placed to applicants who are core connected persons (as defined in the Listing Rules)
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or Directors of the Company, or to any connected clients (as set out in paragraph 5(1) of the
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Placing Guidelines), or persons set out in paragraph 5(2) of the Placing Guidelines, whether
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in their own names or through nominees. The International Offering is in compliance with the
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Placing Guidelines.
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• Save as disclosed the sections headed “Applications and Indications of Interest Received —
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Cornerstone Investors” and “Applications and Indications of Interest Received — Placees
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with Waiver/Consent from the Stock Exchange”, the Directors further confirm that, to the
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best of their knowledge and information, all placees under the International Offering and their
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ultimate beneficial owners are independent of and are not (a) the core connected persons (as
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defined in the Listing Rules) of the Company, (b) the directors or existing shareholders of the
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Company or any of the Company’s subsidiaries, or (c) the close associates (as defined in the
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Listing Rules) of (a) and/or (b) above whether in their own names or through nominees.
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• Save as disclosed the sections headed “Applications and Indications of Interest Received —
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Cornerstone Investors” and “Applications and Indications of Interest Received — Placees
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with Waiver/Consent from the Stock Exchange”, the Directors, to the best of their knowledge
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and information, confirm that, (i) none of the Offer Shares subscribed by public Shareholders
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in the Hong Kong Public Offering and placees in the International Offering has been financed
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directly or indirectly by the Company, any of the Directors, chief executive, the Controlling
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Shareholders, substantial Shareholders or existing Shareholders of the Company or any of
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its subsidiaries or their respective close associates; (ii) none of the public Shareholders in
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the Hong Kong Public Offering and placees in the International Offering who has subscribed
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for the Offer Shares is accustomed to taking instructions from the Company, any of the
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Directors, chief executive, the Controlling Shareholders, substantial Shareholders or existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates
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in relation to the acquisition, disposal, voting or other disposition of the Offer Shares
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registered in his/her/its name or otherwise held by him/her/it; (iii) there is no side agreement
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or arrangement between the Company, any of the Directors, chief executive, the Controlling
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Shareholders, substantial shareholders, existing Shareholders of the Company or any of its
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subsidiaries or their respective close associates, on one hand, and the public subscribers or the
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placee who has subscribed for the Offer Shares, on the other hand; (iv) no rebate has been,
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directly or indirectly, provided by the Company, any of the Directors, chief executive of the
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Company, the Controlling Shareholders, substantial Shareholders or existing Shareholders,
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or any of their subsidiaries or their respective close associates, or syndicate members, or
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any other brokers involved in the Offering, to any public investors in the Hong Kong Public
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Offering or placees in the International Offering; and (v) the consideration payable by the
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public investors in the Hong Kong Public Offering and placees in the International Offering
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for each Offer Share subscribed for, or purchased by them, is the same as the Final Offer
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Price as determined by the Company, plus brokerage of 1%, AFRC transaction levy of
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0.00015%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of
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0.00565%.
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--- page 6 ---
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8
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Over-allotment Option
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• In connection with the Global Offering, the Company granted the Over-allotment Option
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to the International Underwriters, exercisable by the Joint Sponsor-Overall Coordinators
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(for themselves and on behalf of the International Underwriters), at any time from the
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Listing Date to Thursday, 19 October 2023, being the 30th day after the last day for lodging
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applications under the Hong Kong Public Offering, to require the Company to allot and issue
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up to an aggregate of 6,366,700 additional Offer Shares, representing approximately 15%
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of the Offer Shares under the Global Offering, at the final Offer Price, to cover the over-
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allocations in the International Offering, if any.
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• There has been an over-allocation of 6,366,700 Offer Shares in the International Offering
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and such over-allocation will be settled using Class A Shares to be borrowed under the Stock
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Borrowing Agreement between Joy Capital Opportunity, L.P. and the Stabilising Manager
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(or its affiliates or any person acting for it). Such borrowed Class A Shares will be covered
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by exercising the Over-allotment Option in full or in part, or by making purchases in the
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secondary market at prices that do not exceed the final Offer Price or by a combination of
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these means. In the event the Over-allotment Option is exercised, an announcement will be
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made on the Company’s website at www.tuhu.cn and the website of the Stock Exchange at
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www.hkexnews.hk . As of the date of this announcement, the Over-allotment Option has not
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been exercised.
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Lock-up Arrangement
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• The Company, its Controlling 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, the
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level of applications in the Hong Kong Public Offering and the basis of allocation of the
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Hong Kong Offer Shares are also made available on the Company’s website at www.tuhu.cn
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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) announcement of the Hong Kong Public Offering to be published on the websites
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of the Company and the Stock Exchange at www.tuhu.cn and www.hkexnews.hk ,
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respectively, by no later than 9:00 a.m. on Monday, 25 September 2023;
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--- page 7 ---
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9
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(ii) results of allocations for the Hong Kong Public Offering will be available at
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www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment ;
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Chinese https://www.eipo.com.hk/zh-hk/Allotment ) with a “search by ID” function
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from 8:00 a.m. on Monday, 25 September 2023 to 12:00 midnight on Sunday, 1 October
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2023; and
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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 Monday, 25 September 2023, Tuesday, 26 September 2023,
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Wednesday, 27 September 2023 and Thursday, 28 September 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
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owner identification codes displayed in the sections headed “Results of Applications Made
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by 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 applied for 1,000,000 or more Hong Kong Offer Shares through the White
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Form eIPO service, and whose application is wholly or partially successful may collect
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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 1:00
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p.m. on Monday, 25 September 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
|
||
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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--- page 8 ---
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10
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• Applicants who applied for less than 1,000,000 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 Monday, 25 September 2023 by
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ordinary post and at their own risk.
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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 are
|
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available but are not collected in person within the time specified for collection, are expected
|
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to be despatched by ordinary post to those entitled to the addresses specified in the relevant
|
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applications at their own risk on or before Monday, 25 September 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 Monday, 25 September 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
|
||
showing the amount of Hong Kong Offer Shares credited to their CCASS Investor Participant
|
||
stock accounts and the refund amount credited to their respective designated bank accounts
|
||
(if any).
|
||
• For applicants who applied for the Hong Kong Offer Shares through the White Form eIPO
|
||
service and paid the application monies through a single bank account, refund monies (if any)
|
||
will be despatched to that bank account in the form of e-Refund payment instructions. For
|
||
applicants who have applied for the Hong Kong Offer Shares through the White Form eIPO
|
||
service and paid the application monies through multiple bank accounts, refund monies (if
|
||
any) will be despatched to the addresses specified in their application instructions in the form
|
||
of refund cheque(s) in favour of the applicant (or, in the case of joint applications, the first-
|
||
named applicant) by ordinary post and at their own risk on or before Monday, 25 September
|
||
2023.
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
• Refund monies (if any) for applicants who applied by giving electronic application
|
||
instructions to HKSCC via CCASS are expected to be credited to the relevant applicants’
|
||
designated bank accounts or the designated bank accounts of their broker or custodian on
|
||
Monday, 25 September 2023.
|
||
• Share certificates for the Hong Kong Offer Shares are expected to be issued on Monday,
|
||
25 September 2023 but will only become valid evidence of title provided that the Global
|
||
Offering has become unconditional in all respects, and neither of the Underwriting
|
||
Agreements has been terminated in accordance with its terms, prior to 8:00 a.m. on the
|
||
Listing Date, which is expected to be on or around Tuesday, 26 September 2023. Investors
|
||
who trade Shares on the basis of publicly available allocation details before the receipt of
|
||
share certificates or before the share certificates becoming evidence do so entirely at their
|
||
own risk.
|
||
• No temporary document of title will be issued in respect of the Class A Shares. No receipt
|
||
will be issued for sums paid on application.
|
||
Public Float
|
||
• Upon Listing, approximately 67.16% of the total issued share capital of the Company
|
||
(taking into account of the partial exercise of the Offer Size Adjustment Option and before
|
||
any exercise of the Over-allotment Option, and assuming no Shares are issued under the
|
||
Equity Incentive Schemes) will be counted towards the public float, satisfying the minimum
|
||
percentage prescribed by Rule 8.08 of the Listing Rules.
|
||
• The Directors also confirm that (i) no placee will, individually, be placed more than 10% of
|
||
the enlarged issued share capital of the Company immediately after the Global Offering; (ii)
|
||
there will not be any new substantial Shareholder of the Company upon Listing (taking into
|
||
account of the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option, and assuming no Shares are issued under the Equity Incentive
|
||
Schemes); (iii) the three largest public Shareholders do not hold more than 50% of the Shares
|
||
held in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of
|
||
the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
|
||
compliance with Rule 8.08(2) of the Listing Rules.
|
||
Commencement of Dealings
|
||
• Assuming that the Global Offering becomes unconditional in all respects at or before 8:00
|
||
a.m. on Tuesday, 26 September 2023 (Hong Kong time), dealings in the Class A Shares on
|
||
the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, 26 September 2023
|
||
(Hong Kong time). The Class A Shares will be traded in board lots of 100 Class A Shares
|
||
each. The stock code of the Class A Shares is 9690.
|
||
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 Class A Shares
|
||
could move substantially even with a small number of Class A Shares traded, and should
|
||
exercise extreme caution when dealing in Class A Shares.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
FINAL OFFER PRICE
|
||
The final Offer Price has been determined at HK$28.00 per Offer Share (exclusive of brokerage
|
||
of 1.0%, Stock Exchange trading fee of 0.00565%, SFC transaction levy of 0.0027% and AFRC
|
||
transaction levy of 0.00015%).
|
||
OFFER SIZE ADJUSTMENT OPTION
|
||
The Offer Size Adjustment Option was exercised in part, pursuant to which the Company is issuing
|
||
and allotting 1,827,700 additional Offer Shares, representing approximately 4.5% of the total
|
||
number of Offer Shares initially available under the Global Offering, at the final Offer Price.
|
||
Accordingly, the total number of Offer Shares finally available under the Global Offering (taking
|
||
into account of the partial exercise of the Offer Size Adjustment Option and before any exercise of
|
||
the Over-allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes)
|
||
that may be allotted and issued by the Company is 42,444,800 Offer Shares and the total issued
|
||
share capital of the Company upon Listing (taking into account of the partial exercise of the Offer
|
||
Size Adjustment Option and before any exercise of the Over-allotment Option, and assuming no
|
||
Shares are issued under the Equity Incentive Schemes) will be 814,371,439 Shares.
|
||
NET PROCEEDS FROM THE GLOBAL OFFERING
|
||
Based on the final Offer Price of HK$28.00 per Offer Share, the net proceeds from the Global
|
||
Offering to be received by the Company, after deduction of the underwriting commissions and
|
||
other estimated offering expenses paid and payable by the Company in connection with the Global
|
||
Offering and taking into account of the partial exercise of the Offer Size Adjustment Option and
|
||
before any exercise of the Over-allotment Option, are estimated to be approximately HK$1,081.5
|
||
million.
|
||
The Company intends to apply such net proceeds for the following purposes:
|
||
• Approximately 35% (approximately HK$378.5 million) of the net proceeds is expected to
|
||
be used over the next three years for the enhancement of the supply chain capability of the
|
||
Company.
|
||
• Approximately 20% (approximately HK$216.3 million) of the net proceeds is expected to
|
||
be used over the next three years for research and development to advance the data analytics
|
||
technologies and further enhance the operating efficiency. The Company will continue to
|
||
recruit and retain research and development talents.
|
||
• Approximately 15% (approximately HK$162.2 million) of the net proceeds is expected to be
|
||
used over the next three years for expanding the store network and franchisee base, especially
|
||
in the tier 2 and below cities and counties, enlarging its operations and supporting team, and
|
||
further tightening its relationship with franchisees.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
• Approximately 20% (approximately HK$216.3 million) of the net proceeds is expected to
|
||
be used over the next three years to fund investment related to automotive services for NEV
|
||
owners as well as investment in tools and equipment related to these services.
|
||
• Approximately 10% (approximately HK$108.2 million) of the net proceeds is expected to be
|
||
used for working capital and general corporate purposes.
|
||
If the Over-allotment Option is exercised in full, the Company will receive additional net proceeds
|
||
of approximately HK$173 million for 6,366,700 additional Offer Shares to be issued and allotted
|
||
upon the exercise of the Over-allotment Option, after deduction of the underwriting commissions
|
||
and other estimated offering expenses paid and payable by the Company in connection with the
|
||
Global Offering. The allocation of the additional net proceeds will be adjusted on a pro rata basis
|
||
according to the use of proceeds as set out above.
|
||
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 Tuesday, 19 September
|
||
2023, a total of 9,305 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
|
||
10,854,400 Hong Kong Offer Shares, representing approximately 2.67 times of the total number of
|
||
4,061,800 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public
|
||
Offering, among which:
|
||
• 9,294 valid applications in respect of a total of 8,354,400 Hong Kong Offer Shares were for
|
||
the Hong Kong Public Offering with an aggregate subscription amount based on the maximum
|
||
Offer Price of HK$31.00 per Offer Share (exclusive of brokerage of 1.0%, Stock Exchange
|
||
trading fee of 0.00565%, SFC transaction levy of 0.0027% and AFRC transaction levy of
|
||
0.00015%) of HK$5 million or less, representing approximately 4.11 times of the 2,030,900
|
||
Hong Kong Offer Shares initially comprised in Pool A of the Hong Kong Public Offering; and
|
||
• 11 valid applications in respect of a total of 2,500,000 Hong Kong Offer Shares were for the
|
||
Hong Kong Public Offering with an aggregate subscription amount based on the maximum
|
||
Offer Price of HK$31.00 per Offer Share (exclusive of brokerage of 1.0%, Stock Exchange
|
||
trading fee of 0.00565%, SFC transaction levy of 0.0027% and AFRC transaction levy of
|
||
0.00015%) of more than HK$5 million, representing approximately 1.23 times of the 2,030,900
|
||
Hong Kong Offer Shares initially comprised in Pool B of the Hong Kong Public Offering.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
No application has been rejected due to invalid application. Four multiple or suspected multiple
|
||
applications have been identified and rejected. No application has been rejected due to dishonored
|
||
payment. No application for more than 2,030,900 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.
|
||
Due to the partial exercise of the Offer Size Adjustment Option, the final number of Offer Shares
|
||
under the Hong Kong Public Offering is 4,244,500 Offer Shares, representing 10% of the Offer
|
||
Shares under the Global Offering, and being allocated to 9,305 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.
|
||
International Offering
|
||
The Offer Shares initially offered under the International Offering were moderately over-
|
||
subscribed. A total of 83,304,825 Offer Shares under the International Offering (including the
|
||
subscription by the Cornerstone Investors) have been subscribed, representing approximately 2.3
|
||
times of the total number of Offer Shares initially available under the International Offering.
|
||
Due to the partial exercise of the Offer Size Adjustment Option, the final number of Offer Shares
|
||
under the International Offering is 38,200,300 Offer Shares, representing 90% of the Offer Shares
|
||
under the Global Offering. There has been an over-allocation of 6,366,700 Offer Shares. Please
|
||
refer to the section headed “Applications and Indications of Interest Received — International
|
||
Offering — Over-allotment Option” in this announcement.
|
||
There are a total of 140 placees under the International Offering.
|
||
A total of 105 placees have been allotted four board lots of Offer Shares or less, representing
|
||
approximately 75.00% of 140 placees under the International Offering. These placees have been
|
||
allotted 15,600 Offer Shares, representing approximately 0.04% of the Offer Shares available under
|
||
the International Offering (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option).
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
A total of 102 placees have been allotted three board lots of Offer Shares or less, representing
|
||
approximately 72.86% of 140 placees under the International Offering. These placees have been
|
||
allotted 14,400 Offer Shares, representing approximately 0.04% of the Offer Shares available under
|
||
the International Offering (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option).
|
||
A total of 95 placees have been allotted two board lots of Offer Shares or less, representing
|
||
approximately 67.86% of 140 placees under the International Offering. These placees have been
|
||
allotted 12,300 Offer Shares, representing approximately 0.03% of the Offer Shares available under
|
||
the International Offering (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option).
|
||
A total of 67 placees have been allotted one board lots of Offer Shares, representing approximately
|
||
47.86% of 140 placees under the International Offering. These placees have been allotted
|
||
6,700 Offer Shares, representing approximately 0.02% of the Offer Shares available under the
|
||
International Offering (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option).
|
||
Cornerstone Investors
|
||
Based on the final Offer Price of HK$28.00 per Offer Share (exclusive of brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy
|
||
of 0.00015%) and pursuant to the Cornerstone Investment Agreements as disclosed in the section
|
||
headed “Cornerstone Investors” in the Prospectus, the Cornerstone Investors have subscribed for a
|
||
total of 28,021,300 Offer Shares, representing (i) approximately 66.0% of the Offer Shares under
|
||
the Global Offering; and (ii) approximately 3.4% of the total issued share capital of the Company
|
||
(taking into account of the partial exercise of the Offer Size Adjustment Option and before any
|
||
exercise of the Over-allotment Option, and assuming no Shares are issued under the Equity
|
||
Incentive Schemes).
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
The number of Offer Shares subscribed for by the Cornerstone Investors is determined as set out
|
||
below:
|
||
Assuming the Over-Allotment
|
||
Option is not exercised
|
||
Assuming the Over-Allotment
|
||
Option is fully exercised
|
||
|
||
Cornerstone Investor
|
||
Subscription
|
||
amount
|
||
Number of
|
||
Offer Shares
|
||
(1)
|
||
% of the
|
||
Offer Shares
|
||
(2)
|
||
% of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
upon Listing
|
||
(2)
|
||
% of the
|
||
Offer Shares
|
||
(2)
|
||
% of the total
|
||
issued share
|
||
capital of the
|
||
Company
|
||
upon Listing
|
||
(2)
|
||
(US$ in million)
|
||
Zhejiang Leapmotor
|
||
Technology Co., Ltd. 30.0 8,406,400 19.81 1.03 17.22 1.02
|
||
Gotion High-Tech Co., Ltd. 30.0 8,406,400 19.81 1.03 17.22 1.02
|
||
Image Frame Investment
|
||
(HK) Limited 25.0 7,005,400 16.50 0.86 14.35 0.85
|
||
Castrol Holdings International
|
||
Limited 10.0 2,802,100 6.60 0.34 5.74 0.34
|
||
Shanghai Zizhu High-tech
|
||
Zone (Group) Co., Ltd 5.0 1,401,000 3.30 0.17 2.87 0.17
|
||
|
||
Total 100.0 28,021,300 66.02 3.44 57.41 3.41
|
||
|
||
Notes:
|
||
(1) Calculated based on the exchange rate set out in the section headed “Information about this document and the Global
|
||
Offering — Exchange rate conversion” in the Prospectus. The number of Offer Shares are subject to rounding down to the
|
||
nearest whole board lot of 100 Class A Shares.
|
||
(2) Taking into account of the partial exercise of the Offer Size Adjustment Option and assuming no Shares are issued under the
|
||
Equity Incentive Schemes. The percentage figures are subject to rounding adjustments.
|
||
One of the Cornerstone Investors, namely Image Frame Investment (HK) Limited, which is an
|
||
existing Shareholder of the Company or their close associates, has been granted a waiver from strict
|
||
compliance with the requirements under Rules 9.09(b) and 10.04 of, and a consent under paragraph
|
||
5(2) of the Placing Guidelines to, the Listing Rules (as applicable) by the Stock Exchange. For
|
||
further details, please see the section headed “Waivers and Exemptions” in the Prospectus.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
To the Company’s best knowledge, save for Image Frame Investment (HK) Limited which is
|
||
ultimately controlled by one of the substantial Shareholders of the Company and is an existing
|
||
Shareholder of the Company, each of Cornerstone Investors (and, for Cornerstone Investors who
|
||
will subscribe for the Offer Shares through a QDII, each of such QDIIs) is (i) not accustomed
|
||
to take instructions from the Company, its Directors, chief executive, Controlling Shareholders,
|
||
substantial Shareholders or 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; (ii) not financed, directly or indirectly, by
|
||
the Company, its Directors, chief executive, Controlling Shareholders, substantial Shareholders
|
||
or existing Shareholders or any of its subsidiaries or their respective close associates; and (iii)
|
||
independent of the other Cornerstone Investors, the Group, the connected persons of the Company
|
||
and their respective associates, and is not an existing Shareholder or a close associate of the Group.
|
||
Further, upon Listing (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option, and assuming no Shares are issued
|
||
under the Equity Incentive Schemes), save for Image Frame Investment (HK) Limited, none of
|
||
the Cornerstone Investors will have any Board representation in the Company, and none of the
|
||
Cornerstone Investors will become a substantial Shareholder of the Company.
|
||
There will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the
|
||
Cornerstone Investors and the consideration will be settled by the Cornerstone Investors before
|
||
the Listing Date. Please refer to the section headed “Cornerstone Investors” in the Prospectus for
|
||
further details relating to the Cornerstone Investors.
|
||
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any
|
||
time during the period of six months from the Listing Date, 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 who will be bound
|
||
by the same obligations of such Cornerstone Investor.
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
Placees with Waiver/Consent from the Stock Exchange
|
||
Connected Client as Placee with the Consent Under Paragraph 5(1) of the Placing Guidelines
|
||
Under the International Offering, a total of 4,171,400 Offer Shares were placed to a connected
|
||
client, namely Orient Asset Management (Hong Kong) Limited (“ Orient AM”), within the meaning
|
||
of the Placing Guidelines, representing (i) approximately 9.8% of the Offer Shares under the Global
|
||
Offering; and (ii) approximately 0.5% of the total issued share capital of the Company (taking into
|
||
account of the partial exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes).
|
||
The connected client will hold the Offer Shares on behalf of independent third parties on a
|
||
discretionary basis, details of which are set out below:
|
||
Placee
|
||
Connected
|
||
Distributor
|
||
Relationship with the
|
||
Connected Distributor
|
||
Number of Offer
|
||
Shares placed
|
||
% of the Offer
|
||
Shares under the
|
||
Global Offering
|
||
(1)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
of the Company
|
||
upon Listing
|
||
(1)
|
||
Orient AM
|
||
(2)
|
||
Orient
|
||
Securities
|
||
(Hong Kong)
|
||
Limited
|
||
(“Orient
|
||
Securities ”)
|
||
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.
|
||
4,171,400 9.8 0.5
|
||
Notes:
|
||
(1) Taking into account of the partial exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes. The percentage figures are subject
|
||
to rounding adjustments.
|
||
(2) 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.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the Company to
|
||
allocate such Offer Shares in the International Offering to Orient Asset. The Offer Shares placed to
|
||
Orient Asset are held by Orient Asset on behalf of independent third parties and are in compliance
|
||
with all the conditions under the consent granted by the Stock Exchange.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
A Close Associate of Existing Shareholders as a Placee with the Waiver and Consent under Rule
|
||
10.04 of the Listing Rule and Paragraph 5(2) of the Placing Guidelines
|
||
Under the International Offering, a total of 4,617,500 Offer Shares were allocated to FIL Investment
|
||
Management (Hong Kong) Limited (“ FIL-Hong Kong ”), a close associate of existing Shareholders
|
||
of the Company holding in aggregate less than 5% of the Company’s voting rights as a placee
|
||
under the placing tranche of the Global Offering, representing (i) approximately 10.9% of the Offer
|
||
Shares under the Global Offering; and (ii) approximately 0.6% of the total issued share capital of
|
||
the Company upon Listing (taking into account of the partial exercise of the Offer Size Adjustment
|
||
Option and before any exercise of the Over-allotment Option, and assuming no Shares are issued
|
||
under the Equity Incentive Schemes) details of which are set out below:
|
||
Placee
|
||
Relationship with the
|
||
Company
|
||
Number of Offer
|
||
Shares placed
|
||
% of the Offer
|
||
Shares under the
|
||
Global Offering
|
||
(1)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
of the Company
|
||
upon Listing
|
||
(1)
|
||
FIL-Hong Kong FIL-Hong Kong is a close
|
||
associate of certain existing
|
||
Shareholders, namely Fidelity
|
||
China Special Situations PLC,
|
||
Fidelity Asian Values PLC,
|
||
Fidelity Investment Funds, and
|
||
Fidelity Funds
|
||
4,617,500 10.9 0.6
|
||
Note:
|
||
(1) Taking into account of the partial exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes. The percentage figures are subject
|
||
to rounding adjustments.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, a waiver from strict compliance with the requirements of Rule 10.04 of the Listing
|
||
Rules and its consent under Paragraph 5(2) of the Placing Guidelines to permit the Company to
|
||
allocate Class A Shares in the Global Offering to existing Shareholders holding less than 5% of
|
||
the Company’s voting rights and their close associates as placees under the placing tranche of the
|
||
Global Offering.
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
CONFIRMATIONS REGARDING PUBLIC SHAREHOLDERS IN
|
||
THE HONG KONG PUBLIC OFFERING AND PLACEES IN THE
|
||
INTERNATIONAL OFFERING
|
||
Save as disclosed the sections headed “Applications and Indications of Interest Received —
|
||
Cornerstone Investors” and “Applications and Indications of Interest Received — Placees with
|
||
Waiver/Consent from the Stock Exchange”, the Directors confirmed that no Offer Shares placed
|
||
by or through the Joint Sponsor-Overall Coordinators, Joint Global Coordinators, 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 the Placing Guidelines, whether in their own names or through nominees. The
|
||
International Offering is in compliance with the Placing Guidelines.
|
||
Save as disclosed the sections headed “Applications and Indications of Interest Received —
|
||
Cornerstone Investors” and “Applications and Indications of Interest Received — Placees with
|
||
Waiver/Consent from the Stock Exchange”, the Directors further confirm that, to the best of
|
||
their knowledge and information, all placees under the International Offering and their ultimate
|
||
beneficial owners are independent of and are not (a) the core connected persons (as defined in the
|
||
Listing Rules) of the Company, (b) the directors or existing shareholders of the Company or any of
|
||
the Company’s subsidiaries, or (c) the close associates (as defined in the Listing Rules) of (a) and/or
|
||
(b) above whether in their own names or through nominees.
|
||
Save as disclosed the sections headed “Applications and Indications of Interest Received —
|
||
Cornerstone Investors” and “Applications and Indications of Interest Received — Placees with
|
||
Waiver/Consent from the Stock Exchange”, the Directors, to the best of their knowledge and
|
||
information, confirm that, (i) none of the Offer Shares subscribed by public Shareholders in the
|
||
Hong Kong Public Offering and placees in the International Offering has been financed directly
|
||
or indirectly by the Company, any of the Directors, chief executive, the Controlling Shareholders,
|
||
substantial Shareholders or existing Shareholders of the Company or any of its 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, any of the Directors, chief executive, the Controlling
|
||
Shareholders, substantial Shareholders or existing 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 the Offer Shares registered in his/her/its name or otherwise held by him/her/it;
|
||
(iii) there is no side agreement or arrangement between the Company, any of the Directors, 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, any of the Directors, chief executive of
|
||
the Company, the Controlling Shareholders, substantial Shareholders or existing Shareholders, or
|
||
any of their subsidiaries or their respective close associates, or syndicate members, or any other
|
||
brokers involved in the Offering, to any public investors in the Hong Kong Public Offering or
|
||
placees in the International Offering; and (v) the consideration payable by the public investors
|
||
in the Hong Kong Public Offering and placees in the International Offering for each Offer Share
|
||
subscribed for, or purchased by them, is the same as the final Offer Price as determined by the
|
||
Company, plus brokerage of 1%, AFRC transaction levy of 0.00015%, SFC transaction levy of
|
||
0.0027% and Hong Kong Stock Exchange trading fee of 0.00565%.
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
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 upon Listing (taking
|
||
into account of the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option, and assuming no Shares are issued under the Equity Incentive
|
||
Schemes); (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.
|
||
OVER-ALLOTMENT OPTION
|
||
In connection with the Global Offering, the Company granted the Over-allotment Option to the
|
||
International Underwriters, exercisable by the Joint Sponsor-Overall Coordinators (for themselves
|
||
and on behalf of the International Underwriters), at any time from the Listing Date to Thursday,
|
||
19 October 2023, being the 30th day after the last day for lodging applications under the Hong
|
||
Kong Public Offering, to require the Company to allot and issue up to an aggregate of 6,366,700
|
||
additional Offer Shares, representing approximately 15% of the Offer Shares under the Global
|
||
Offering, at the final Offer Price, to cover the over-allocations in the International Offering, if any.
|
||
There has been an over-allocation of 6,366,700 Offer Shares in the International Offering and such
|
||
over-allocation will be settled using Class A Shares to be borrowed under the Stock Borrowing
|
||
Agreement between Joy Capital Opportunity, L.P. and the Stabilising Manager (or its affiliates or
|
||
any person acting for it). Such borrowed Class A Shares will be covered by exercising the Over-
|
||
allotment Option in full or in part, or by making purchases in the secondary market at prices that do
|
||
not exceed the final 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 www.tuhu.cn 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 20 ---
|
||
22
|
||
LOCK-UP ARRANGEMENT
|
||
Each of the Company, its Controlling 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
|
||
% of the total issued
|
||
share capital
|
||
of the Company
|
||
upon Listing
|
||
which are subject
|
||
to the Lock-up
|
||
Arrangement
|
||
(1)
|
||
Last day of the
|
||
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 March 26, 2024
|
||
Controlling Shareholders
|
||
(3)
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing Rules and the
|
||
Hong Kong Underwriting Agreement)
|
||
Mr. Chen Min, Ilnewgnay
|
||
Investment Limited and
|
||
Nholresi Investment Limited
|
||
12,487,564
|
||
Class A Shares
|
||
68,949,580
|
||
Class B Shares
|
||
10.0 March 26, 2024
|
||
(First Six-Month Period)
|
||
September 26, 2024
|
||
(Second Six-Month Period)
|
||
All other existing Shareholders
|
||
(4)
|
||
(subject to lock-up obligations
|
||
pursuant to the separate lock-up
|
||
undertakings entered into by
|
||
certain existing Shareholders and
|
||
the shareholders’ agreement
|
||
dated January 20, 2022)
|
||
690,489,495
|
||
Class A Shares
|
||
84.8 March 12, 2024 or
|
||
March 24, 2024
|
||
(as the case may be)
|
||
Cornerstone Investors
|
||
(5)
|
||
(subject to lock-up obligations
|
||
pursuant to the Cornerstone
|
||
Investment Agreements)
|
||
Zhejiang Leapmotor Technology
|
||
Co., Ltd.
|
||
8,406,400
|
||
Class A Shares
|
||
1.03 March 26, 2024
|
||
Gotion High-Tech Co., Ltd. 8,406,400
|
||
Class A Shares
|
||
1.03 March 26, 2024
|
||
Image Frame Investment (HK)
|
||
Limited
|
||
7,005,400
|
||
Class A Shares
|
||
0.86 March 26, 2024
|
||
|
||
|
||
--- page 21 ---
|
||
23
|
||
Name
|
||
Number of Shares
|
||
to the Lock-up
|
||
Arrangement
|
||
% of the total issued
|
||
share capital
|
||
of the Company
|
||
upon Listing
|
||
which are subject
|
||
to the Lock-up
|
||
Arrangement
|
||
(1)
|
||
Last day of the
|
||
lock-up period
|
||
Castrol Holdings International
|
||
Limited
|
||
2,802,100
|
||
Class A Shares
|
||
0.34 March 26, 2024
|
||
Shanghai Zizhu High-tech Zone
|
||
(Group) Co., Ltd
|
||
1,401,000
|
||
Class A Shares
|
||
0.17 March 26, 2024
|
||
|
||
Total 730,998,359
|
||
Class A Shares
|
||
68,949,580
|
||
Class B Shares
|
||
98.2
|
||
|
||
Notes:
|
||
(1) Taking into account of the partial exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option, and assuming no Shares are issued under the Equity Incentive Schemes. The percentage figures are subject
|
||
to rounding adjustments.
|
||
(2) The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules. For
|
||
details of the Lock-up Arrangement of the Company, please refer to the paragraph headed “Underwriting — Underwriting
|
||
Arrangements and Expenses — Undertakings to the Stock Exchange Pursuant to the Listing Rules — Undertakings by the
|
||
Company” in the Prospectus.
|
||
(3) For details of the Lock-up Arrangement of the Controlling Shareholders, please refer to the paragraph headed “Underwriting
|
||
— Underwriting Arrangements and Expenses — Undertakings to the Stock Exchange Pursuant to the Listing Rules —
|
||
Undertakings by the Controlling Shareholders” in the Prospectus.
|
||
(4) For details of all existing Shareholders, please refer to the paragraph headed “History, Reorganisation, and Corporate
|
||
Structure — Capitalization of our Company” in the Prospectus. For details of the Lock-up Arrangement of the existing
|
||
Shareholders of the Company, please refer to the paragraph headed “Underwriting — Underwriting Arrangements and
|
||
Expenses — Lock-up Restrictions of Existing Shareholders” in the Prospectus.
|
||
In addition, all the Pre-IPO Investors that are sophisticated investors (i.e., Tencent Entities, Joy Capital Entities, Sequoia
|
||
China and FountainVest Entity) will retain at least an aggregate of 50% of their investment at the time of Listing for a period
|
||
of at least six months following the Listing, in accordance with the Stock Exchange’s Guidance Letter HKEX-GL93-18.
|
||
(5) For details of the lock-up arrangement of the Cornerstone Investors, please refer to the paragraph headed “Cornerstone
|
||
Investors — Restriction on Disposals by the Cornerstone Investors” in the Prospectus.
|
||
|
||
|
||
--- page 22 ---
|
||
24
|
||
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, 9,305 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 OFFER
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF OFFER
|
||
SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 4,761 100 Offer Shares 100.00%
|
||
200 782 100 Offer Shares plus 704 out of 782 to receive additional 100 Offer Shares 95.01%
|
||
300 1,367 100 Offer Shares plus 1,253 out of 1,367 to receive additional 100 Offer Shares 63.89%
|
||
400 163 100 Offer Shares plus 155 out of 163 to receive additional 100 Offer Shares 48.77%
|
||
500 390 200 Offer Shares 40.00%
|
||
600 121 200 Offer Shares plus 47 out of 121 to receive additional 100 Offer Shares 39.81%
|
||
700 59 200 Offer Shares plus 39 out of 59 to receive additional 100 Offer Shares 38.01%
|
||
800 47 200 Offer Shares plus 46 out of 47 to receive additional 100 Offer Shares 37.23%
|
||
900 29 300 Offer Shares 33.33%
|
||
1,000 355 300 Offer Shares plus 118 out of 355 to receive additional 100 Offer Shares 33.32%
|
||
1,500 570 300 Offer Shares plus 510 out of 570 to receive additional 100 Offer Shares 25.96%
|
||
2,000 126 400 Offer Shares 20.00%
|
||
2,500 37 400 Offer Shares plus 28 out of 37 to receive additional 100 Offer Shares 19.03%
|
||
3,000 92 500 Offer Shares 16.67%
|
||
3,500 24 500 Offer Shares plus 18 out of 24 to receive additional 100 Offer Shares 16.43%
|
||
4,000 29 600 Offer Shares 15.00%
|
||
4,500 15 600 Offer Shares plus 11 out of 15 to receive additional 100 Offer Shares 14.96%
|
||
5,000 62 700 Offer Shares 14.00%
|
||
6,000 78 800 Offer Shares 13.33%
|
||
7,000 18 900 Offer Shares 12.86%
|
||
8,000 19 1,000 Offer Shares 12.50%
|
||
9,000 10 1,100 Offer Shares 12.22%
|
||
10,000 68 1,200 Offer Shares 12.00%
|
||
20,000 27 2,300 Offer Shares 11.50%
|
||
30,000 15 3,400 Offer Shares 11.33%
|
||
40,000 6 4,500 Offer Shares 11.25%
|
||
50,000 10 5,600 Offer Shares 11.20%
|
||
70,000 5 7,800 Offer Shares 11.14%
|
||
|
||
|
||
--- page 23 ---
|
||
25
|
||
NO. OF OFFER
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF OFFER
|
||
SHARES
|
||
APPLIED FOR
|
||
80,000 1 8,800 Offer Shares 11.00%
|
||
90,000 1 9,800 Offer Shares 10.89%
|
||
100,000 7 10,800 Offer Shares 10.80%
|
||
9,294 Total number of Pool A successful applicants: 9,294
|
||
POOL B
|
||
200,000 10 169,800 Offer Shares 84.90%
|
||
500,000 1 424,200 Offer Shares 84.84%
|
||
11 Total number of Pool B successful applicants: 11
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 4,244,500 Offer Shares,
|
||
representing 10% of the Offer Shares under the Global Offering.
|
||
|
||
|
||
--- page 24 ---
|
||
26
|
||
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 www.tuhu.cn 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:
|
||
• announcement of the Hong Kong Public Offering to be published on the websites of the
|
||
Company and the Stock Exchange at www.tuhu.cn and www.hkexnews.hk , respectively, by no
|
||
later than 9:00 a.m. on Monday, 25 September 2023;
|
||
• results of allocations for the Hong Kong Public Offering will be available 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 from 8:00
|
||
a.m. on Monday, 25 September 2023 to 12:00 midnight on Sunday, 1 October 2023; and
|
||
• from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m.
|
||
and 6:00 p.m. on Monday, 25 September 2023, Tuesday, 26 September 2023, Wednesday, 27
|
||
September 2023 and Thursday, 28 September 2023.
|
||
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.
|
||
|
||
|
||
--- page 25 ---
|
||
27
|
||
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:
|
||
Assuming the Over-Allotment Option is not exercised Assuming the Over-Allotment Option is fully exercised
|
||
|
||
Placee
|
||
Number of
|
||
Class A Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer
|
||
Shares
|
||
(1)
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the Offer
|
||
Shares Under
|
||
the Global
|
||
Offering
|
||
(1)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing as %
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company upon
|
||
Listing
|
||
(1)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer
|
||
Shares
|
||
(1)
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the Offer
|
||
Shares Under
|
||
the Global
|
||
Offering
|
||
(1)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing as %
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company upon
|
||
Listing
|
||
(1)
|
||
Top 1 8,406,400 8,406,400 22.01 19.81 1.03 8,406,400 18.86 17.22 1.02
|
||
Top 5 33,910,300 193,104,290 88.77 79.89 23.71 193,104,290 76.09 69.47 23.53
|
||
Top 10 42,934,800 202,128,790 112.39 101.15 24.82 202,128,790 96.34 87.96 24.63
|
||
Top 20 44,233,400 203,427,390 115.79 104.21 24.98 203,427,390 99.25 90.62 24.79
|
||
Top 25 44,387,400 203,581,390 116.20 104.58 25.00 203,581,390 99.60 90.94 24.80
|
||
Note:
|
||
(1) Taking into account of the partial exercise of the Offer Size Adjustment Option and assuming no Shares are issued under the
|
||
Equity Incentive Schemes. The percentage figures are subject to rounding adjustments.
|
||
|
||
|
||
--- page 26 ---
|
||
28
|
||
• Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Assuming the Over-Allotment Option is not exercised Assuming the Over-Allotment Option is fully exercised
|
||
|
||
Shareholder
|
||
Number of
|
||
Class A Shares
|
||
subscribed for
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer
|
||
Shares
|
||
(1)
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the Offer
|
||
Shares Under
|
||
the Global
|
||
Offering
|
||
(1)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing as %
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company upon
|
||
Listing
|
||
(1)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the total
|
||
number of the
|
||
International
|
||
Offer
|
||
Shares
|
||
(1)
|
||
Number of
|
||
Class A Shares
|
||
subscribed
|
||
for as %
|
||
of the Offer
|
||
Shares Under
|
||
the Global
|
||
Offering
|
||
(1)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing as %
|
||
of the total
|
||
issued share
|
||
capital of the
|
||
Company upon
|
||
Listing
|
||
(1)
|
||
Top 1 7,005,400 158,895,235 18.34 16.50 19.51 158,895,235 15.72 14.35 19.36
|
||
Top 5 7,005,400 412,493,459 18.34 16.50 50.65 412,493,459 15.72 14.35 50.26
|
||
Top 10 7,005,400 562,866,754 18.34 16.50 69.12 562,866,754 15.72 14.35 68.58
|
||
Top 20 11,622,900 717,992,194 30.43 27.38 88.17 717,992,194 26.08 23.81 87.48
|
||
Top 25 28,435,700 753,780,299 74.44 66.99 92.56 753,780,299 63.80 58.26 91.84
|
||
Note:
|
||
(1) Taking into account of the partial exercise of the Offer Size Adjustment Option and assuming no Shares are issued under the
|
||
Equity Incentive Schemes. The percentage figures are subject to rounding adjustments.
|
||
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 Class A Shares
|
||
could move substantially even with a small number of Class A Shares traded, and should
|
||
exercise extreme caution when dealing in Class A Shares.
|