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.
2135 lines
58 KiB
Plaintext
2135 lines
58 KiB
Plaintext
--- page 1 ---
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1
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Unless otherwise defined in this announcement, capitalised terms used in this announcement shall have the same
|
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meanings as those defined in the prospectus dated 19 December 2023 (the “Prospectus ”) issued by UBTECH
|
||
ROBOTICS CORP LTD (ʮ̡ ) (the “Company ”).
|
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
|
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
|
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
||
announcement.
|
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
|
||
(including its territories and possessions, any state of the United States and the District of Columbia). This
|
||
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
|
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in Hong Kong, the United States or elsewhere. The Offer Shares have not been, and will not be, registered under the
|
||
United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”). The Offer Shares may
|
||
not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the
|
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U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being
|
||
offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act
|
||
pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore
|
||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
|
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
|
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detailed information about the Global Offering described below before deciding whether or not to invest in the H
|
||
Shares thereby being offered.
|
||
In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited (the “Stabilizing Manager ”),
|
||
its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate and effect transactions with
|
||
a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise
|
||
prevail for a limited period after Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates
|
||
or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and
|
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absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any
|
||
time. Any such stabilizing activity is required to be brought to an end on Sunday, January 21, 2024, being the 30th day
|
||
after the last day for the lodging of applications under the Hong Kong Public Offer. Such stabilization action, if taken,
|
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may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable
|
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laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W
|
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of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws
|
||
of Hong Kong).
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for
|
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longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, January 21,
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2024, being the 30th day after the last day for lodging applications under the Hong Kong Public Offer. After this date,
|
||
no further stabilizing action may be taken, and demand for the H Shares, and therefore the price of the H Shares, could
|
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fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the
|
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Hong Kong Underwriters and the Capital Market Intermediaries) shall be entitled to terminate their obligations under
|
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the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
|
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paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offer – Hong Kong
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Underwriting Agreement – Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. on the Listing
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||
Date (which is currently expected to be on Friday, December 29, 2023).
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In connection with the Global Offering, the Company is expected to grant the Over-Allotment Option to the
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International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International
|
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Underwriters and the Capital Market Intermediaries). Pursuant to the Over-Allotment Option, the International
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Underwriters will have the right, exercisable by the Overall Coordinators (for themselves and on behalf of the
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International Underwriters and the Capital Market Intermediaries) at any time from the Listing Date until 30 days after
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the last day for lodging applications under the Hong Kong Public Offer being Sunday, January 21, 2024, to require
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the Company to issue and allot up to 1,692,300 additional Offer Shares, representing 15% of Offer Shares initially
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available under the Global Offering, at the Offer Price, to cover over-allocations in the International Placing, if any.
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--- page 2 ---
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2
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UBTECH ROBOTICS CORP LTD
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深圳市優必選科技股份有限公司
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(a joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
|
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Number of Offer Shares under
|
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the Global Offering
|
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: 11,282,000 H Shares (subject to the
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Over-Allotment Option)
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Number of Hong Kong Offer Shares : 1,128,200 H Shares (subject to
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re-allocation)
|
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Number of International Placing Shares : 10,153,800 H Shares (subject to the Over-
|
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Allotment Option and re-allocation)
|
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Offer Price : HK$90 per H Share plus brokerage fee of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 9880
|
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Sole Sponsor, Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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4
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UBTECH ROBOTICS CORP LTD / 深圳市優必選科技股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
|
||
as those defined in the prospectus dated December 19, 2023 (the “Prospectus”) issued by UBTECH
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ROBOTICS CORP LTD (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H Share
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Shareholders, H Share Shareholders and prospective investors should be aware that the price of the
|
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H Shares could move substantially even with a small number of H Shares traded and should
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exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 9880
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Stock short name UBTECH ROBOTICS
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Dealings commencement date December 29, 2023*
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*see note at the end of the announcement
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||
Price Information
|
||
Final Offer Price HK$90
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Offer Price Range HK$86.000 - HK$116.000
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 11,282,000
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Number of Offer Shares in Hong Kong Public Offer 1,128,200
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Number of Offer Shares in International Placing 10,153,800
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Number of issued shares upon Listing 417,850,674
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Over-allocation
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No. of Offer Shares over-allocated 1,692,300
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||
Such over-allocation may be covered by exercising the Over-Allotment Option or by making purchases
|
||
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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||
combination of these means. In the event the Over-Allotment Option is exercised, an announcement will
|
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$1,015.38 million
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Less: Estimated listing expenses payable based on Final
|
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Offer Price
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HK$ (109.51) million
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Net proceeds HK$905.87 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the Prospectus dated December 19, 2023.
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||
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFER
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||
|
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--- page 4 ---
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5
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No. of valid applications 5,414
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No. of successful applications 3,581
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Subscription level 5.16 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong Public
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||
Offer
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1,128,200
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Final no. of Offer Shares under the Hong Kong Public Offer 1,128,200
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% of final no. of Offer Shares under the Hong Kong Public Offer
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||
to the Global Offering (after over-allocation)
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8.7%
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||
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||
Note: For details of the final allocation of H Shares to the Hong Kong Public Offer, investors can refer to
|
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www.hkeipo.hk/IPOResult to perform a search by name or identification number or
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www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL PLACING
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No. of placees 118
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Subscription Level 2.16
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||
No. of Offer Shares initially available under the International
|
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Placing
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10,153,800
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||
Final no. of Offer Shares under the International Placing (after
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over-allocation)
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11,846,100
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% of final no. of Offer Shares under the International Placing to
|
||
the Global Offering (after over-allocation)
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91.3%
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||
|
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Save as the allocation of Offer Shares to Guosen Securities Company Limited, which was engaged by
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Liuzhou Government Investment Fund, an existing Shareholder of the Company, to subscribe for and hold
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the relevant Offer Shares on a discretionary basis on its behalf1, the Directors confirm that, to the best of
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their knowledge, information and belief, (i) none of the Offer Shares subscribed by the placees and the public
|
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have been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive
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of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company
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or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the public who
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have purchased the Offer Shares are accustomed to taking instructions from the Company, any of the
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Directors, Supervisors, chief executive of the Company, Controlling Shareholders, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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There are a total of 118 placees under the International Placing. A total of 97 placees have been allotted five
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board lots of the Offer Shares or less, representi ng approximately 82.2% of the 118 placees under the
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International Placing. These plac ees have been allotted 6,000 Offer Shares in total, representing
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approximately 0.059% of the total numb er of the Offer Shares under the In ternational Placing (before any
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||
exercise of the Over-Allotment Option). A total of 96 pl acees have been allotted three board lots of the Offer
|
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Shares or less, representing approximately 81.4% of the 118 placees under the International Placing. These
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placees have been allotted 5,750 Offer Shares in total, representing approximately 0.057% of the total number
|
||
|
||
1 For details, please see “Others / Additional information – Connected Client as a Placee (with the Consent under Paragraph 5(1) of
|
||
the Placing Guidelines) Subscribing for and Holding on a Discretionary Basis on Behalf of an Existing Shareholder (with the
|
||
Waiver and Consent under Rule 10.04 of the Listing Rules and Paragraph 5(2) of the Placing Guidelines)” in this announcement
|
||
below.
|
||
|
||
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--- page 5 ---
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||
6
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of the Offer Shares under the International Placing (before any exercise of the Over-Allotment Option). A total
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of 94 placees have been allotted two board lots of the Offer Shares or less, representing approximately 79.7%
|
||
of the 118 placees under the International Placing. Th ese placees have been allotted 5,450 Offer Shares in
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||
total, representing approximately 0. 054% of the total number of the Of fer Shares under the International
|
||
Placing (before any exercise of the Over-Allotment Option). A total of 79 placees have been allotted one board
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||
lot of the Offer Shares, representing approximately 66.9% of the 118 placees under the International Placing.
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These placees have been allotted 3,950 Offer Shares in total, representing approximately 0.039% of the total
|
||
number of Offer Shares under the International Placing (before any exercise of the Over-Allotment Option).
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||
The placees in the International Placing include the following:
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||
Cornerstone Investor
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
Allocated Note 1
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
Shareholders or
|
||
their close
|
||
associates
|
||
E-Town
|
||
International
|
||
Holding (Hong
|
||
Kong) Co.,
|
||
Limited / 亦莊
|
||
國際控股(香港)
|
||
有限公司 6,025,800 Note 2 53.41% 5.11% 1.44% No
|
||
Total 6,025,800 53.41% 5.11% 1.44%
|
||
|
||
Notes:
|
||
1. The Offer Shares below refer to H Shares.
|
||
|
||
2. The final number of the Offer Shares allotted to E-Town Inter national Holding (Hong Kong) Co.,
|
||
Limited (the “ Cornerstone Investor ”) was calculated with reference to the actual investment
|
||
amount of the Cornerstone Investor in Hong Kong dollars which is based on the exchange rate of
|
||
RMB to HK$ quoted by the bank for the Cornerst one Investor’s outbound remittance of funds
|
||
pursuant to the overseas direct investment approval or any ot her government approval, filing,
|
||
registration or consent required for the outbound transfer and foreign exchange of funds instead of
|
||
the exchange rate as disclosed in the Prospectus. Due to the currency exchange difference, the final
|
||
number of Offered Shares a llotted was different from the illustra tive number of Offer Shares to be
|
||
subscribed by the Cornerstone Investor as disclosed in the Prospectus.
|
||
|
||
Allottees with waivers/consents obtained
|
||
|
||
|
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--- page 6 ---
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7
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|
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Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
% of
|
||
total
|
||
issued
|
||
share
|
||
capital
|
||
after the
|
||
Global
|
||
Offering
|
||
(assumin
|
||
g the
|
||
Over-
|
||
Allotmen
|
||
t Option
|
||
is not
|
||
exercise
|
||
d) Relationship*
|
||
Guosen Securities
|
||
Company Limited /
|
||
國信證券股份有限
|
||
公司 (“Guosen
|
||
Securities”) Note 1 3,635,000 32.22 3.08 0.87
|
||
Guosen
|
||
Securities is a
|
||
connected client
|
||
of Guosen
|
||
Securities (HK)
|
||
Capital
|
||
Company
|
||
Limited
|
||
(“GS(HK)”) by
|
||
virtue of
|
||
GS(HK) being
|
||
an indirect
|
||
wholly-owned
|
||
subsidiary of
|
||
Guosen
|
||
Securities.
|
||
CSI Capital
|
||
Management
|
||
Limited (“CSI”)
|
||
Note 2 86,000 0.76 0.07 0.02
|
||
CSI is a
|
||
connected client
|
||
of CLSA
|
||
Limited
|
||
(“CLSA”) by
|
||
virtue of both of
|
||
them being
|
||
indirect wholly-
|
||
owned
|
||
subsidiaries of
|
||
CITIC
|
||
Securities Co.,
|
||
Ltd.
|
||
Total 3,721,000 32.98 3.15 0.89
|
||
|
||
Note:
|
||
1. Guosen Securities was engaged by Liuzhou Government Investment Fund, as an asset manager that
|
||
is a qualified domestic institutional investor as approved by the relevant PRC authority in the name
|
||
of “ 國信證券匯晟 9號QDII單一資產管理計劃 ”, to subscribe for and hold the relevant Offer
|
||
Shares on a discretionary basis on behalf of Liuz hou Government Investment Fund. For details,
|
||
|
||
|
||
--- page 7 ---
|
||
8
|
||
please see “Others / Additional information – Connected Client as a Placee (with the Consent under
|
||
Paragraph 5(1) of the Placing Guidelines) Sub scribing for and Holding on a Discretionary Basis
|
||
on Behalf of an Existing Shareholder (with the Waiver and Consent under Rule 10.04 of the Listing
|
||
Rules and Paragraph 5(2) of the Placing Guidelines)” in this announcement below.
|
||
|
||
2. CSI subscribed for the relevant Offer Shares as a placee under the International Placing, which will
|
||
be held on behalf of independent third parties on a non-discretionary basis. For details, please see
|
||
“Others / Additional information – Connected Client as a Placee (with the Consent under Paragraph
|
||
5(1) of the Placing Guidelines)” in this announcement below.
|
||
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
uponListing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Notes
|
||
1, 2
|
||
ZHOU Jian / 周劍 103,586,040 - 24.79% December 28,
|
||
2024
|
||
Shenzhen
|
||
Evolution
|
||
Investment Limited
|
||
Partnership / 深圳
|
||
市進化論投資合夥
|
||
企業(有限合夥)
|
||
39,599,280 - 9.48%
|
||
|
||
December 28,
|
||
2024
|
||
XIA Zuoquan / 夏
|
||
佐全
|
||
22,888,800 - 5.48%
|
||
|
||
December 28,
|
||
2024
|
||
Shenzhen
|
||
Sanciyuan
|
||
Enterprise
|
||
Management
|
||
Consulting Limited
|
||
Partnership / 深圳
|
||
三次元企業管理諮
|
||
詢合夥企業(有限
|
||
合夥)
|
||
|
||
14,538,600 - 3.48%
|
||
|
||
December 28,
|
||
2024
|
||
XIA Yongjun / 夏
|
||
擁軍
|
||
|
||
11,039,400 - 2.64%
|
||
|
||
December 28,
|
||
2024
|
||
XIONG Youjun /
|
||
熊友軍
|
||
8,290,743 - 1.98%
|
||
|
||
December 28,
|
||
2024
|
||
WANG Lin / 王琳
|
||
|
||
8,201,880 - 1.96%
|
||
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 8 ---
|
||
9
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
uponListing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Notes
|
||
1, 2
|
||
Shenzhen Zhineng
|
||
Youxuan
|
||
Investment Limited
|
||
Partner / 深圳市智
|
||
能優選投資合夥企
|
||
業(有限合夥)
|
||
|
||
3,220,200 H
|
||
Shares
|
||
2.73% 0.77%
|
||
|
||
December 28,
|
||
2024
|
||
ZHAO Guoqun /
|
||
趙國群
|
||
|
||
2,469,657 H
|
||
Shares
|
||
2.10% 0.59% December 28,
|
||
2024
|
||
Subtotal 213,834,600
|
||
(including
|
||
5,689,857 H
|
||
Shares)
|
||
4.83% 51.17%
|
||
|
||
Notes:
|
||
|
||
1. In accordance with the relevant Listing Rule/guidance materials , the required lock-up for the
|
||
first six-month period ends on June 28, 2024 and for the second six-month period, on December
|
||
28, 2024.
|
||
|
||
2. According to the PRC Company Law, the Shares held by the Contro lling Shareholders prior to
|
||
the Global Offering are restric ted from trading within one year from the Listing Date.
|
||
|
||
Pre-IPO Investors (as defined in the “History, Development and Corporate Structure” section of the
|
||
Prospectus)
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
QM25 Limited
|
||
23,681,160
|
||
(including
|
||
11,840,580 H
|
||
Shares)
|
||
10.04% 5.67%
|
||
December 28,
|
||
2024
|
||
IMAGE FRAME
|
||
INVESTMENT
|
||
(HK) LIMITED
|
||
22,128,840 H
|
||
Shares
|
||
|
||
18.77% 5.30%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 9 ---
|
||
10
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Hangzhou Youzhi
|
||
Enterprise
|
||
Management
|
||
Services Limited
|
||
Partnership / 杭州
|
||
優知企業管理服務
|
||
合夥企業(有限合
|
||
夥)
|
||
14,198,883 -
|
||
3.40%
|
||
December 28,
|
||
2024
|
||
Liuzhou Industrial
|
||
Guidance Fund
|
||
Investment
|
||
Management
|
||
Company Limited /
|
||
柳州市產業引導基
|
||
金投資管理有限公
|
||
司
|
||
12,677,485 - 3.03%
|
||
December 28,
|
||
2024
|
||
Shanghai Ding Hui
|
||
Jia Ling Investment
|
||
Center Limited
|
||
Partnership / 上海
|
||
鼎暉嘉瓴投資中心
|
||
(有限合夥)
|
||
7,040,160
|
||
(including
|
||
5,000,000 H
|
||
Shares)
|
||
4.24%
|
||
1.68%
|
||
December 28,
|
||
2024
|
||
ICBC (Shenzhen)
|
||
Equity Investment
|
||
Fund Limited
|
||
Partnership / 工銀
|
||
(深圳)股權投資
|
||
基金合夥企業(有
|
||
限合夥)
|
||
6,861,960 H
|
||
Shares
|
||
5.82%
|
||
1.64%
|
||
December 28,
|
||
2024
|
||
Jiujiang Youxuan
|
||
Zhihui Chanye
|
||
Investment
|
||
Development
|
||
Center Limited
|
||
Partnership / 九江
|
||
市優選智慧產業投
|
||
資發展中心(有限
|
||
合夥)
|
||
6,338,742 - 1.52%
|
||
December 28,
|
||
2024
|
||
Beijing Juran Zhijia
|
||
Investment
|
||
Management
|
||
Cente
|
||
r
|
||
5,802,120 - 1.39%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 10 ---
|
||
11
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Limited Partnership
|
||
/ 北京居然之家投
|
||
資管理中心(有限
|
||
合夥)
|
||
Shenzhen Zhineng
|
||
Jiaxuan Investment
|
||
Limited
|
||
Partnership / 深圳
|
||
市智能佳選投資合
|
||
夥企業(有限合
|
||
夥)
|
||
5,379,840 H
|
||
Shares
|
||
4.56%
|
||
1.29%
|
||
December 28,
|
||
2024
|
||
Shenzhen Huizhi
|
||
Tongtai Investment
|
||
Limited
|
||
Partnership / 深圳
|
||
匯智同泰投資合夥
|
||
企業(有限合夥)
|
||
5,139,000 H
|
||
Shares
|
||
4.36%
|
||
1.23%
|
||
December 28,
|
||
2024
|
||
Chongqing
|
||
Liangjiang Xinqu
|
||
Chengwei
|
||
Enterprise
|
||
Management
|
||
Limited Partnership
|
||
/重慶兩江新區承
|
||
為企業管理合夥企
|
||
業(有限合夥)
|
||
3,847,320 H
|
||
Shares
|
||
3.26%
|
||
0.92%
|
||
December 28,
|
||
2024
|
||
Tencent
|
||
Technology
|
||
(Shenzhen) Co.,
|
||
Ltd. / 騰訊科技
|
||
(深圳)有限公司
|
||
3,532,320 H
|
||
Shares
|
||
3.00%
|
||
0.85%
|
||
December 28,
|
||
2024
|
||
Hangzhou Hushan
|
||
Equity Investment
|
||
Company Limited /
|
||
杭州湖山股權投資
|
||
有限公司
|
||
3,169,371 - 0.76%
|
||
December 28,
|
||
2024
|
||
Chengdu
|
||
Hongzhijia
|
||
Enterprise
|
||
Management
|
||
Centre (Limited
|
||
Partnership) / 成都
|
||
2,708,640 - 0.65%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 11 ---
|
||
12
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
宏之佳企業管理中
|
||
心(有限合夥)
|
||
Liuzhou
|
||
Government
|
||
Investment
|
||
Guidance Fund
|
||
Management
|
||
Company Limited /
|
||
柳州市政府投資引
|
||
導基金管理有限公
|
||
司
|
||
2,535,497 - 0.61%
|
||
December 28,
|
||
2024
|
||
Huzhou
|
||
Tianlangxing
|
||
Huihuang Equity
|
||
Investment
|
||
Limited Partnership
|
||
/ 湖州天狼星輝煌
|
||
股權投資合夥企業
|
||
(有限合夥)
|
||
2,516,760 H
|
||
Shares
|
||
2.13%
|
||
0.60%
|
||
December 28,
|
||
2024
|
||
Zhuhai Hengqin
|
||
Jinfuzi Pangu No.
|
||
29 Equity
|
||
Investment Center
|
||
Limited Partnership
|
||
/ 珠海橫琴金斧子
|
||
盤古貳拾玖號股權
|
||
投資中心(有限合
|
||
夥)
|
||
2,447,640 H
|
||
Shares
|
||
2.08%
|
||
0.59%
|
||
December 28,
|
||
2024
|
||
Ningbo Bonded
|
||
Area Jiuyou Wise
|
||
Investment
|
||
Limited Partnership
|
||
/ 寧波保稅區久友
|
||
智選投資合夥企業
|
||
(有限合夥)
|
||
2,423,880
|
||
(including
|
||
1,508,355 H
|
||
Shares)
|
||
1.28%
|
||
0.58%
|
||
December 28,
|
||
2024
|
||
Chia Tai
|
||
Investment
|
||
Management
|
||
Limite
|
||
d
|
||
2,132,640 H
|
||
Shares
|
||
1.81%
|
||
0.51%
|
||
December 28,
|
||
2024
|
||
Puyang Financial
|
||
Holdin
|
||
g Co., 2,045,259 - 0.49% December 28,
|
||
2024
|
||
|
||
|
||
--- page 12 ---
|
||
13
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Ltd / 濮陽市金融
|
||
控股有限公司
|
||
Beijing Langma
|
||
Yongan Investment
|
||
Management Stock
|
||
Company / 北京朗
|
||
瑪永安投資管理股
|
||
份公司
|
||
1,748,160 H
|
||
Shares
|
||
1.48%
|
||
0.42%
|
||
December 28,
|
||
2024
|
||
Yiwu Hongyuan
|
||
Investment
|
||
Management
|
||
Limited
|
||
Partnership / 義烏
|
||
弘緣投資管理合夥
|
||
企業(有限合夥)
|
||
1,748,160 - 0.42%
|
||
December 28,
|
||
2024
|
||
YBX COMPANY
|
||
LIMITED 1,748,160 - 0.42% December 28,
|
||
2024
|
||
Beijing Tianlang
|
||
Xingsu Investment
|
||
Management
|
||
Center Limited
|
||
Partnership / 北京
|
||
天狼星宿投資管理
|
||
中心(有限合夥)
|
||
1,514,880 H
|
||
Shares
|
||
1.29%
|
||
0.36%
|
||
December 28,
|
||
2024
|
||
Shenzhen Huizhi
|
||
Tongying
|
||
Investment Limited
|
||
Partnership / 深圳
|
||
匯智同盈投資合夥
|
||
企業(有限合夥)
|
||
1,284,840 H
|
||
Shares
|
||
1.09%
|
||
0.31%
|
||
December 28,
|
||
2024
|
||
Suzhou Lifu Tianda
|
||
Intelligent Robots
|
||
Limited
|
||
Partnership / 蘇州
|
||
立富天達智能機器
|
||
人合夥企業(有限
|
||
合夥)
|
||
1,281,600 H
|
||
Shares
|
||
1.09%
|
||
0.31%
|
||
December 28,
|
||
2024
|
||
Beijing SINOIF
|
||
Financial Services
|
||
Outsourcing
|
||
Compan
|
||
y Limited /
|
||
1,271,879
|
||
(including
|
||
250,000 H Shares)
|
||
0.21%
|
||
0.30%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 13 ---
|
||
14
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
北京中金匯理金融
|
||
服務外包有限公司
|
||
Anqing Tongan
|
||
Chanye Zhaoshang
|
||
Investment Fund
|
||
Limited Partnership
|
||
/ 安慶市同安產業
|
||
招商投資基金(有
|
||
限合夥)
|
||
1,267,748 H
|
||
Shares
|
||
1.08%
|
||
0.30%
|
||
December 28,
|
||
2024
|
||
Xiamen Jinyuan
|
||
Investment Group
|
||
Company Limited /
|
||
廈門金圓投資集團
|
||
有限公司
|
||
1,267,748 - 0.30%
|
||
December 28,
|
||
2024
|
||
Xiamen Siming
|
||
District Chanye
|
||
Investment
|
||
Company Limited /
|
||
廈門市思明區產業
|
||
投資有限公司
|
||
1,267,748 - 0.30%
|
||
December 28,
|
||
2024
|
||
Qingdao Jinshi
|
||
Haorui Investment
|
||
Co., Ltd. / 青島金
|
||
石灝汭投資有限公
|
||
司
|
||
1,222,920 H
|
||
Shares
|
||
1.04%
|
||
0.29%
|
||
December 28,
|
||
2024
|
||
Shenzhen Leaguer
|
||
Huarui Investment
|
||
Enterprise Limited
|
||
Partnership / 深圳
|
||
市力合華睿投資企
|
||
業(有限合夥)
|
||
1,119,240 H
|
||
Shares
|
||
0.95%
|
||
0.27%
|
||
December 28,
|
||
2024
|
||
Zhuhai Huaying
|
||
Youxuan
|
||
Investment Limited
|
||
Partnership / 珠海
|
||
鏵盈優選投資合夥
|
||
企業(有限合夥)
|
||
1,077,840 H
|
||
Shares
|
||
0.91%
|
||
0.26%
|
||
December 28,
|
||
2024
|
||
Puyang Youzi
|
||
Investment
|
||
Development
|
||
Compan
|
||
y Limited /
|
||
890,588 - 0.21%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 14 ---
|
||
15
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
濮陽市豫資投資發
|
||
展有限公司
|
||
iFlytek Stock Co.,
|
||
Ltd. / 科大訊飛股
|
||
份有限公司
|
||
889,560 - 0.21%
|
||
December 28,
|
||
2024
|
||
Shenzhen Songhe
|
||
Growth Equity
|
||
Investment Limited
|
||
Partnership / 深圳
|
||
市松禾成長股權投
|
||
資合夥企業(有限
|
||
合夥)
|
||
874,080 H Shares 0.74%
|
||
0.21%
|
||
December 28,
|
||
2024
|
||
Shanghai Zhonghui
|
||
Jinjiu Phase 11
|
||
Equity Investment
|
||
Fund Management
|
||
Limited Partnership
|
||
/ 上海中匯金玖十
|
||
一期股權投資基金
|
||
管理合夥企業(有
|
||
限合夥)
|
||
874,080 H Shares 0.74%
|
||
0.21%
|
||
December 28,
|
||
2024
|
||
Jinan Changqing
|
||
Shengxin Equity
|
||
Investment
|
||
Management
|
||
Center Limited
|
||
Partnership / 濟南
|
||
常青盛欣股權投資
|
||
管理中心(有限合
|
||
夥)
|
||
704,225 - 0.17%
|
||
December 28,
|
||
2024
|
||
Ningbo Meishan
|
||
Bonded Area
|
||
Haohong Equity
|
||
Investment Limited
|
||
Partnership / 寧波
|
||
梅山保稅港區灝泓
|
||
股權投資合夥企業
|
||
(有限合夥)
|
||
651,960 H Shares 0.55%
|
||
0.16%
|
||
December 28,
|
||
2024
|
||
Yangzhou Longtou
|
||
Chuanghai No. 1
|
||
Chan
|
||
gye
|
||
633,874 - 0.15%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 15 ---
|
||
16
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Funds Limited
|
||
Partnership / 揚州
|
||
龍投創海壹號產業
|
||
基金合夥企業(有
|
||
限合夥)
|
||
Taian Taiying
|
||
Caijian Equity
|
||
Investment Fund
|
||
Limited Partnership
|
||
/ 泰安市泰鷹財建
|
||
股權投資基金合夥
|
||
企業(有限合夥)
|
||
561,600 H Shares 0.48%
|
||
0.13%
|
||
December 28,
|
||
2024
|
||
Hangzhou
|
||
Yuanxing
|
||
Yuhan Equity
|
||
Investment Fund
|
||
Limited Partnership
|
||
/ 杭州源星昱瀚股
|
||
權投資基金合夥企
|
||
業(有限合夥)
|
||
507,082 H Shares 0.43%
|
||
0.12%
|
||
December 28,
|
||
2024
|
||
Shanghai Youjue
|
||
Medical
|
||
Technology
|
||
Limited Partnership
|
||
/ 上海優爵醫療科
|
||
技合夥企業(有限
|
||
合夥)
|
||
480,088 - 0.11%
|
||
December 28,
|
||
2024
|
||
Gongqingcheng
|
||
Yachang
|
||
Jiake Investment
|
||
Management
|
||
Limited Partnership
|
||
/ 共青城亞昌嘉科
|
||
投資管理合夥企業
|
||
(有限合夥)
|
||
405,686 - 0.10%
|
||
December 28,
|
||
2024
|
||
Hangzhou Huaxia
|
||
Kefa Equity
|
||
Investment Limited
|
||
Partnership / 杭州
|
||
華夏科發股權投資
|
||
合夥企業(有限合
|
||
夥)
|
||
389,914
|
||
(including
|
||
194,957 H Shares)
|
||
0.17% 0.09%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 16 ---
|
||
17
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Zhongtai Venture
|
||
Capital (Shenzhen)
|
||
Company Limited /
|
||
中泰創業投資(深
|
||
圳)有限公司
|
||
380,324 - 0.09%
|
||
December 28,
|
||
2024
|
||
Zibo Zhouhan
|
||
Equity Investment
|
||
Limited Partnership
|
||
/ 淄博洲涵股權投
|
||
資合夥企業(有限
|
||
合夥)
|
||
305,890 H Shares 0.26% 0.07%
|
||
December 28,
|
||
2024
|
||
Gongqingcheng
|
||
Jialu Investment
|
||
Management
|
||
Limited Partnership
|
||
/ 共青城嘉麓投資
|
||
管理合夥企業(有
|
||
限合夥)
|
||
253,551 - 0.06%
|
||
December 28,
|
||
2024
|
||
Pingyang Bangtuo
|
||
Equity Investment
|
||
Limited Partnership
|
||
/ 平陽邦拓股權投
|
||
資合夥企業(有限
|
||
合夥)
|
||
222,828 - 0.05%
|
||
December 28,
|
||
2024
|
||
Qingdao Anyu No.
|
||
1 Investment
|
||
Limited Partnership
|
||
/ 青島安宇壹號投
|
||
資合夥企業(有限
|
||
合夥)
|
||
219,460 H Shares 0.19%
|
||
0.05%
|
||
December 28,
|
||
2024
|
||
Zibo Linrui
|
||
Youxuan Equity
|
||
Investment
|
||
Management
|
||
Limited
|
||
Partnership / 淄博
|
||
麟睿優選股權投資
|
||
管理合夥企業(有
|
||
限合夥)
|
||
217,394 - 0.05%
|
||
December 28,
|
||
2024
|
||
Hanying Youxiang
|
||
(Zhaozhuang)
|
||
Equit
|
||
y Investment
|
||
197,398 - 0.05%
|
||
December 28,
|
||
2024
|
||
|
||
|
||
--- page 17 ---
|
||
18
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings Note 1
|
||
Limited Partnership
|
||
/ 漢盈優享(棗
|
||
莊)股權投資合夥
|
||
企業(有限合夥)
|
||
Telstra Ventures
|
||
Fund II, L.P. 174,960 H Shares 0.15% 0.04% December 28,
|
||
2024
|
||
PENG Yahua / 彭
|
||
亞華 131,312 - 0.03% December 28,
|
||
2024
|
||
Foshan Hongtao
|
||
Jiuhe New
|
||
Construction
|
||
Equity Investment
|
||
Limited Partnership
|
||
/ 佛山弘陶九合新
|
||
基建股權投資合夥
|
||
企業(有限合夥)
|
||
125,485 H Shares 0.11% 0.03%
|
||
December 28,
|
||
2024
|
||
Pingyang Yuandao
|
||
Equity Investment
|
||
Limited Partnership
|
||
/ 平陽源道股權投
|
||
資合夥企業(有限
|
||
合夥)
|
||
83,304 - 0.02%
|
||
December 28,
|
||
2024
|
||
Subtotal 164,603,083
|
||
(including
|
||
87,592,037 H
|
||
Shares)
|
||
74.31% 39.39%
|
||
Note:
|
||
|
||
The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
|
||
Existing Shareholders (other than the Pre-IPO Investors as defined in the “History, Development and
|
||
Corporate Structure” section of the Prospectus)
|
||
|
||
|
||
--- page 18 ---
|
||
19
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
ZHOU Jing /周靜
|
||
6,660,000
|
||
(including
|
||
6,000,000 H
|
||
Shares)
|
||
5.09%
|
||
1.59%
|
||
December 28,
|
||
2024
|
||
Haikun Investment
|
||
Management
|
||
(Shanghai) Limited
|
||
Company/ 海鯤投
|
||
資管理(上海)有
|
||
限公司
|
||
5,689,081 - 1.36%
|
||
December 28,
|
||
2024
|
||
Beijing Fuzhong
|
||
Kangding
|
||
Management
|
||
Consulting
|
||
Limited Partnership
|
||
/ 北京富眾康鼎管
|
||
理諮詢合夥企業
|
||
(有限合夥)
|
||
4,667,400 - 1.12%
|
||
December 28,
|
||
2024
|
||
Shanghai Ningjing
|
||
Youxuan
|
||
Management
|
||
Consultancy
|
||
Limited Partnership
|
||
/上海甯靖優選管
|
||
理諮詢合夥企業
|
||
(有限合夥)
|
||
3,889,375 H
|
||
Shares
|
||
3.30%
|
||
0.93%
|
||
December 28,
|
||
2024
|
||
Shanghai Yaosen
|
||
Investment
|
||
Management Co.,
|
||
Ltd./ 上海垚森投
|
||
資管理有限公司
|
||
1,748,160 - 0.42%
|
||
December 28,
|
||
2024
|
||
Chengdu Zhongrui
|
||
Zhixuan Equity
|
||
Investment Fund
|
||
Limited Partnership
|
||
/ 成都市中瑞智選
|
||
股權投資基金合夥
|
||
企業(有限合夥)
|
||
1,699,920 H
|
||
Shares
|
||
1.44%
|
||
0.41%
|
||
December 28,
|
||
2024
|
||
LIU Wenhua / 劉
|
||
文華 1,442,455 - 0.35% December 28,
|
||
2024
|
||
|
||
|
||
--- page 19 ---
|
||
20
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Zhuhai Kechuang
|
||
Haiyuan
|
||
Investment Limited
|
||
Partnership / 珠海
|
||
科創海源投資合夥
|
||
企業(有限合夥)
|
||
1,077,840 H
|
||
Shares
|
||
0.91%
|
||
0.26%
|
||
December 28,
|
||
2024
|
||
Shuoguang Lide
|
||
Jintou Investment
|
||
Center Limited
|
||
Partnership / 壽光
|
||
市利得金投投資中
|
||
心(有限合夥)
|
||
652,320 H Shares 0.55%
|
||
0.16%
|
||
December 28,
|
||
2024
|
||
Shenzhen Qianhai
|
||
Quanmintong
|
||
Holding Group
|
||
Company Limited /
|
||
深圳前海全民通控
|
||
股集團有限公司
|
||
604,440 - 0.14%
|
||
December 28,
|
||
2024
|
||
Subtotal 28,130,991
|
||
(including
|
||
13,319,455 H
|
||
Shares)
|
||
11.29% 6.73%
|
||
|
||
Note:
|
||
|
||
The expiry date of the lock-up period shown in the table above in respect of the H Shares is pursuant
|
||
to the PRC Company Law.
|
||
|
||
|
||
Cornerstone Investor
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings
|
||
E-Town
|
||
International
|
||
Holding (Hong
|
||
Kon
|
||
g) Co., Limited 6,025,800 Note 1
|
||
5.11% 1.44% June 28, 2024 Note 2
|
||
|
||
|
||
--- page 20 ---
|
||
21
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings
|
||
/ 亦莊國際控股(香
|
||
港)有限公司
|
||
Subtotal 6,025,800 5.11% 1.44%
|
||
Notes:
|
||
|
||
1. The final number of the Offer Shares allotted to E-Town International Holding (Hong Kong) Co.,
|
||
Limited (the “Cornerstone Investor”) was calculat ed with reference to the actual investment
|
||
amount of the Cornerstone Investor in Hong Kong dollars which is based on the exchange rate of
|
||
RMB to HK$ quoted by the bank for the Corne rstone Investor’s outbound remittance of funds
|
||
pursuant to the overseas dir ect investment approval or any other government approval, filing,
|
||
registration or consent required for the outbound transfer and foreign exchange of funds.
|
||
|
||
2. The Cornerstone Investor shall not dispose of any of the Offer Shares subscribed pursuant to the
|
||
Cornerstone Investment Agreement on or before the indicated date.
|
||
|
||
|
||
--- page 21 ---
|
||
22
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees Note
|
||
1
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Placing
|
||
(assuming no exercise of the
|
||
Over-Allotment O ption)
|
||
Allotment as % of
|
||
International Placing
|
||
(assuming the Over-
|
||
Allotment Option is
|
||
exercised and new H Shares
|
||
are issued)
|
||
Allotment as % of total Offer
|
||
Shares (assuming no exercise
|
||
of the Over- Allotment
|
||
Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-Allotment
|
||
Option is exercised and
|
||
new H Shares are issued)
|
||
Number of
|
||
Shares held upon Listing
|
||
% of total issued share capital
|
||
upon Listing (assuming no
|
||
exercise of the Over-Allotment
|
||
Option)
|
||
ꞏ% of total issued share
|
||
capital upon Listing
|
||
(assuming the Over-
|
||
Allotment Option is exercised
|
||
and new H Shares are issued)
|
||
Top 1
|
||
6,025,800 59.35% 50.87% 53.41% 46.44% 6,025,800 1.44% 1.44%
|
||
Top 5 Note 2
|
||
10,897,10
|
||
0 107.32% 91.99% 96.59% 83.99%
|
||
26,110,082 6.25% 6.22%
|
||
Top 10 Note 2 11,602,20
|
||
0 114.26% 97.94% 102.84% 89.42%
|
||
26,815,182 6.42% 6.39%
|
||
Top 25 Note 2 11,840,75
|
||
0 116.61% 99.95% 104.95% 91.26%
|
||
27,053,732 6.47% 6.45%
|
||
|
||
Notes:
|
||
1. Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
2. The number of Shares of the top 5, top 10 and top 25 placees upon Listing has taken into account the (i) existing Shares held by Liuzhou Industrial
|
||
Fund, (ii) existing Shares held by Liuzhou Government Investment Fund and (iii) the Offer Shares allocated to Guosen Securities held on behalf
|
||
of Liuzhou Government Investment Fund, which have been aggregated for the purpose of this analysis, as Liuzhou Industrial Fund and Liuzhou
|
||
Government Investment Fund are ultimately controlled by the Li uzhou State-owned Assets Supervision and Administration Commissio n. For
|
||
details, please see “History, Development and Corporate Structure – Pre-IPO Investments – Information of Principal Pre-IPO Investors” in the
|
||
Prospectus and “Others / Additional informa tion – Connected Client as a Placee (with the Consent under Paragraph 5(1) of the Pl acing
|
||
Guidelines) Subscribing for and Holding on a Discretionary Basis on Behalf of an Existing Sharehol der (with the Waiver and Cons ent under
|
||
Rule 10.04 of the Listing Rules and Paragraph 5(2) of the Placing Guidelines)” in this announcement below.
|
||
|
||
|
||
--- page 22 ---
|
||
23
|
||
H SHARE SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Share
|
||
Shareholders
|
||
Note 1
|
||
Number of H Shares
|
||
allotted
|
||
Allotment as % of
|
||
International
|
||
Placing (assuming
|
||
no exercise of the
|
||
Over-Allotment
|
||
Option)
|
||
Allotment as % of
|
||
International
|
||
Placing (assuming
|
||
the Over-
|
||
Allotment Option
|
||
is exercised and
|
||
new H Shares are
|
||
issued
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming no
|
||
exercise of the Over-
|
||
Allotment Option)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is exercised
|
||
and new H Shares
|
||
are issued)
|
||
Number of H Shares held upon
|
||
Listing
|
||
% of total issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-Allotment
|
||
Option)
|
||
% of total
|
||
issued H Shares
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of Shares held upon
|
||
Listing
|
||
|
||
Top 1Note 2 - - - - - 25,661,160 21.77% 21.46% 25,661,160
|
||
Top 5 Note 2 6,025,800 59.35% 50.87% 53.41% 46.44% 56,389,500 47.84% 47.16% 68,890,080
|
||
Top 10 Notes
|
||
2 and 3
|
||
6,025,800 59.35% 50.87% 53.41% 46.44% 81,487,572 69.13% 68.15% 304,173,055
|
||
Top 25 Notes
|
||
2, 3 and 4
|
||
9,660,800 95.14% 81.55% 85.63% 74.46% 109,792,435 93.14% 91.82% 348,606,425
|
||
|
||
Notes:
|
||
1. Ranking of H Share Shareholders is based on the number of H Shares held by the H Share Shareholders upon Listing.
|
||
2. The H Shares held by Tencent SZ and Image Frame are aggregated for the purpose of this analysis as both Tencent SZ and Image Fr ame and
|
||
wholly owned subsidiaries of Tencent. For details, please see “History, Development and Corporate Structure – Pre-IPO Investmen ts –
|
||
Information of Principal Pre-IPO Investors” in the Prospectus.
|
||
3. Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Yongjun, Ms. Wang Lin, Shenzhen Evolu tion, Mr. Xiong Youjun, Shenzh en
|
||
Zhineng Youxuan and Mr. Zhao Guoqun are a group of Controlling Share holders.. Their Shares have been aggregated for the purpose of this
|
||
analysis. For details, please see “Relationship with our Controlling Shareholders – Our Controlling Shareholders” in the Prospectus.
|
||
4. The (i) Shares held by Liuzhou Industrial Fund, (ii) Shares held by Liuzhou Government Investment Fund and (iii) the Offer Shares allocated to
|
||
Guosen Securities held on behalf of Liuz hou Government Investment Fund have been aggregated for th e purpose of this analysis, a s Liuzhou
|
||
Industrial Fund and Liuzhou Government Investment Fund are ultima tely controlled by the Liuzhou State-owned Assets Supervision and
|
||
Administration Commission. For details, please see “History, D evelopment and Corporate Structure – Pre-IPO Investments – Inform ation of
|
||
Principal Pre-IPO Investors” in the Prospectus and “Others / Add itional information – Connected Client as a Placee (with the Consent under
|
||
Paragraph 5(1) of the Placing Guidelines) Subscribing for and Holding on a Discretionary Basis on Behalf of an Existing Shareholder (with the
|
||
Waiver and Consent under Rule 10.04 of the Listing Rules and Paragraph 5(2) of the Placing Guidelines)” in this announcement below.
|
||
|
||
|
||
--- page 23 ---
|
||
24
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders Note 1
|
||
Number of H Shares al
|
||
lotted
|
||
Allotment as % of
|
||
International Placing
|
||
(assuming no exercise
|
||
of the Over-Allotment
|
||
Option)
|
||
Allotment as % of
|
||
International Placing
|
||
(assuming the Over-
|
||
Allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming no exercise
|
||
of the Over- Allotment
|
||
Option)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the Over-
|
||
Allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Number of H Shares
|
||
held upon Listing
|
||
Number of Shares
|
||
held upon Listing
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming no
|
||
exercise of the Over-
|
||
Allotment Option)
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming the
|
||
Over-Allotment
|
||
Option is exercised
|
||
and new H Shares are
|
||
issued)
|
||
Top 1 Note 2
|
||
- - - - - 5,689,857
|
||
|
||
213,834,600 51.17% 50.97%
|
||
Top 5 Notes 2, 3 and
|
||
4 3,635,000 35.80% 30.69% 32.22% 28.02% 46,826,597
|
||
|
||
296,223,785 70.89% 70.61%
|
||
Top 10 Notes 2, 3
|
||
and 4 9,660,800 95.14% 81.55% 85.63% 74.46% 70,714,357 329,150,447 78.77% 78.45%
|
||
Top 25 Notes 2, 3
|
||
and 4 9,660,800 95.14% 81.55% 85.63% 74.46% 99,323,447 382,756,933 91.60% 91.23%
|
||
|
||
Notes:
|
||
1. Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
2. Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Yongjun, Ms. Wang Lin, Shenzhen Evolu tion, Mr. Xiong Youjun, Shenzh en
|
||
Zhineng Youxuan and Mr. Zhao Guoqun are a group of Controlling Shar eholders. Their Shares have been aggregated for the purpose of this
|
||
analysis. For details, please see “Relationship with our Controlling Shareholders – Our Controlling Shareholders” in the Prospectus.
|
||
3. The Shares held by Tencent SZ and Image Frame are aggregated fo r the purpose of this analysis as both Tenc ent SZ and Image Fram e and
|
||
wholly owned subsidiaries of Tencent. For details, please see “History, Development and Corporate Structure – Pre-IPO Investmen ts –
|
||
Information of Principal Pre-IPO Investors” in the Prospectus.
|
||
4. The (i) Shares held by Liuzhou Industrial Fund, (ii) Shares held by Liuzhou Government Investment Fund and (iii) the Offer Shares allocated to
|
||
Guosen Securities held on behalf of Liuz hou Government Investment Fund have been aggregated for th e purpose of this analysis, a s Liuzhou
|
||
Industrial Fund and Liuzhou Government Investment Fund are ultima tely controlled by the Liuzhou State-owned Assets Supervision and
|
||
Administration Commission. For details, please see “History, D evelopment and Corporate Structure – Pre-IPO Investments – Inform ation of
|
||
Principal Pre-IPO Investors” in the Prospectus and “Others / Add itional information – Connected Client as a Placee (with the Consent under
|
||
Paragraph 5(1) of the Placing Guidelines) Subscribing for and Holding on a Discretionary Basis on Behalf of an Existing Shareholder (with the
|
||
Waiver and Consent under Rule 10.04 of the Listing Rules and Paragraph 5(2) of the Placing Guidelines)” in this announcement below.
|
||
|
||
|
||
--- page 24 ---
|
||
25
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFER
|
||
Subject to the satisfaction of t he conditions set out in the Pr ospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Approximate
|
||
Pool A percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of H Shares of valid shares applied
|
||
applied for applications Basis of allocation/ballot for
|
||
|
||
50 2,686 1,075 out of 2,686 applicants to receive
|
||
50 shares 40.02%
|
||
100 685 480 out of 685 applicants to receive 50
|
||
shares 35.04%
|
||
150 253 236 out of 253 applicants to receive 50
|
||
shares 31.09%
|
||
200 158 50 shares plus 29 out of 158 applicants to
|
||
receive an additional 50 shares 29.59%
|
||
250 173 50 shares plus 71 out of 173 applicants to
|
||
receive an additional 50 shares 28.21%
|
||
300 87 50 shares plus 55 out of 87 applicants to
|
||
receive an additional 50 shares 27.20%
|
||
350 47 50 shares plus 39 out of 47 applicants to
|
||
receive an additional 50 shares 26.14%
|
||
400 254 100 shares 25.00%
|
||
450 36 100 shares plus 8 out of 36 applicants to
|
||
receive an additional 50 shares 24.69%
|
||
500 179 100 shares plus 75 out of 179 applicants
|
||
to receive an additional 50 shares 24.19%
|
||
600 63 100 shares plus 50 out of 63 applicants to
|
||
receive an additional 50 shares 23.28%
|
||
700 38 150 shares 21.43%
|
||
800 149 150 shares plus 62 out of 149 applicants
|
||
to receive an additional 50 shares 21.35%
|
||
900 35 150 shares plus 28 out of 35 applicants to
|
||
receive an additional 50 shares 21.11%
|
||
1,000 135 200 shares 20.00%
|
||
1,500 82 250 shares plus 58 out of 82 applicants to
|
||
receive an additional 50 shares 19.02%
|
||
2,000 46 350 shares plus 25 out of 46 applicants to
|
||
receive an additional 50 shares 18.86%
|
||
2,500 34 400 shares plus 18 out of 34 applicants to
|
||
receive an additional 50 shares 17.06%
|
||
3,000 31 450 shares plus 25 out of 31 applicants to
|
||
receive an additional 50 shares 16.34%
|
||
3,500 13 550 shares plus 5 out of 13 applicants to
|
||
receive an additional 50 shares 16.26%
|
||
4,000 15 650 shares 16.25%
|
||
4,500 23 700 shares 15.56%
|
||
|
||
|
||
--- page 25 ---
|
||
26
|
||
5,000 34 750 shares 15.00%
|
||
6,000 14 850 shares 14.17%
|
||
7,000 8 950 shares 13.57%
|
||
8,000 21 1,050 shares 13.13%
|
||
9,000 23 1,150 shares 12.78%
|
||
10,000 43 1,250 shares 12.50%
|
||
20,000 12 2,100 shares 10.50%
|
||
30,000 6 2,950 shares 9.83%
|
||
40,000 6 3,850 shares 9.63%
|
||
|
||
Total
|
||
|
||
5,389
|
||
Total number of Pool A successful
|
||
applicants: 3,556
|
||
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of H Shares of valid shares applied
|
||
applied for applications Basis of allocation/ballot for
|
||
|
||
|
||
50,000 14 11,250 shares 22.50%
|
||
|
||
60,000 4 13,450 shares 22.42%
|
||
|
||
90,000 1 20,150 shares 22.39%
|
||
|
||
100,000 1 22,250 shares 22.25%
|
||
|
||
200,000 1 44,400 shares 22.20%
|
||
|
||
300,000 4 66,500 shares 22.17%
|
||
|
||
|
||
Total 25
|
||
Total number of Pool B successful
|
||
applicants: 25
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remi tted back to the accounts of all HKSCC
|
||
participants. Investor s should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
|
||
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||
|
||
|
||
--- page 26 ---
|
||
27
|
||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Public float
|
||
|
||
Immediately after the completion of the Global Offering, 112,19 3,492 H Shares, representing
|
||
approximately 26.85% of the issued share capital of our Company will count towards the public float,
|
||
satisfying the minimum percentage prescribed by Rule 8.08 of the Listing Rules.
|
||
|
||
The Directors confirm that, immediately following the completio n of the Global Offering, (i) there
|
||
will not be any new substantial Shareholder within the meaning of the Listing Rules; (ii) the three
|
||
largest public Shareholders do not hold more than 50% of the Shares in public hands at the time of the
|
||
Listing in compliance with Rules 8.08(3) and 8.24 of the Listin g Rules; and (iii) there will be at least
|
||
300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
|
||
Connected Client as a Placee (with the Consent under Paragraph 5(1) of the Placing Guidelines)
|
||
Subscribing for and Holding on a Discretionary Basis on Behalf of an Existing Shareholder (with
|
||
the Waiver and Consent under Rule 10.04 of the Listing Rules and Paragraph 5(2) of the Placing
|
||
Guidelines)
|
||
Under the International Placing, 3,635,000 Offer Shares, representing (i) approximately 32.2% of the
|
||
total number of Offer Shares ava ilable under the Global Offerin g and (ii) approximately 0.9% of the
|
||
total issued share capital of the Company upon Listing (before any exercise of the Over-Allotment
|
||
Option), were placed to Guosen Securities as placee, which is a connected client of GS(HK) (a Joint
|
||
Bookrunner, Joint Lead Manager an d Hong Kong Underwriter of the Global Offering) within the
|
||
meaning of Appendix 6 to the Listing Rules (“ Placing Guidelines”). GS(HK) is an indirect wholly-
|
||
owned subsidiary of Guosen Securities, therefore each of Guosen Securities and GS(HK) is a member
|
||
of the same group of companies.
|
||
Guosen Securities was engaged by Liuzhou Government Investment Fund, as an asset manager that is
|
||
a qualified domestic institutional investor (“QDII”) as approved by the relevant PRC authority in the
|
||
name of “ 國信證券匯晟 9 號 QDII 單一資產管理計劃”, to subscribe for and hold such number of
|
||
Offer Shares as set out herein on a discretionary basis on beha lf of Liuzhou Government Investment
|
||
Fund. Liuzhou Government Investme nt Fund, an existing Sharehold er and a Pre-IPO Investor, is an
|
||
independent third party of Guosen Securities.
|
||
The Company has applied to the Stock Exchange for, and the Stoc k Exchange has granted to the
|
||
Company, (i) its consent under paragraph 5(1) of the Placing Guidelines; and (ii) 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 t o permit the Company to allocat e Offer Shares in the International
|
||
Placing to Guosen Securities to subscribe for and hold the Offe r Shares on a discretionary basis on
|
||
behalf of Liuzhou Government Inve stment Fund. The Offer Shares allocated to Guosen Securities is
|
||
in compliance with all the conditions under the consents granted by the Stock Exchange.
|
||
Connected Client as a Placee (with the Consent under Paragraph 5(1) of the Placing Guidelines)
|
||
Under the International Placing, 86,000 Offer Shares, representing (i) approximately 0.8% of the total
|
||
number of Offer Shares available under the Global Offering and
|
||
(ii) approximately 0.02% of the total
|
||
|
||
|
||
--- page 27 ---
|
||
28
|
||
issued share capital of the Company upon Listing (before any exercise of the Over-Allotment Option),
|
||
were allocated to CSI as placee, which is a connected client of CLSA (an Overall Coordinator of the
|
||
Global Offering) within the mean ing of the Placing Guidelines. Both CLSA and CSI are indirect
|
||
wholly-owned subsidiaries of CITIC Securities Co., Ltd., theref ore each of CLSA and CSI are in the
|
||
same group of companies.
|
||
CSI subscribed for the relevant Offer Shares as a placee under the International Placing, which will be
|
||
held on behalf of independent third parties on a non-discretionary basis.
|
||
CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Back-
|
||
to-back TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI Client
|
||
TRS”) placed by its ultimate client , namely Shenzhen Commando Capital Management Co., Ltd. ( 深
|
||
圳市康曼德資本管理有限公司 ) (the “ CSI Ultimate Client ” ) , b y w h i c h C S I w i l l p a s s t h e f u l l
|
||
economic exposure of the relevant Offer Shares placed to CSI (t he “CSI Offer Shares”) to the CSI
|
||
Ultimate Client, meaning in effect, CSI will hold the beneficia l interest of the CSI Offer Shares on
|
||
behalf of the CSI Ultimate Clie nt on a non-discretionary basis. CSI will hold the legal title and
|
||
beneficial interest in the CSI Offer Shares, but will contractu ally agree to pass on the full economic
|
||
exposure and return of the CSI Offer Shares to the CSI Ultimate Client. The CSI Ultimate Client may
|
||
exercise an early termination ri ght to early terminate the CSI Client TRS at any time from the trade
|
||
date of the CSI Client TRS which should be on or after the date on which the CSI Offer Shares are
|
||
listed on the Stock Exchange. Upon the final maturity or early termination of the CSI Client TRS by
|
||
the CSI Ultimate Client, CSI will dispose of the CSI Offer Shar es on the secondary market and the
|
||
CSI Ultimate Client will receive a final termination amount of the CSI Back-to-back TRS which should
|
||
have taken into account all the economic returns or economic lo ss in relation to the CSI Offer Shares
|
||
and the fixed amount of transaction fees of the CSI Back-to-bac k TRS and the CSI Client TRS. CSI
|
||
will not exercise the voting right of the CSI Offer Shares duri ng the tenor of the CSI Back-to-back
|
||
TRS.
|
||
The Company has applied to the Stock Exchange for, and the Stoc k Exchange has granted to the
|
||
Company, its consent under paragraph 5(1) of the Placing Guidel ines to permit the Company to
|
||
allocate Offer Shares in the International Placing to CSI to subscribe for and hold the Offer Shares on
|
||
a non-discretionary basis. The O ffer Shares allocated to CSI is in compliance with all the conditions
|
||
under the consents granted by the Stock Exchange.
|
||
Over-Allotment Option
|
||
In connection with the Global O ffering, the Company has granted the Over-Allotment Option to the
|
||
International Underwriters, exercisable by the Overall Coordinators and the Joint Global Coordinators
|
||
(on behalf of the International Underwriters), at any time from the Listing Date until Sunday, January
|
||
21, 2024, being the 30th day after the last day for lodging app lications under the Hong Kong Public
|
||
Offer, to require the Company to allot and issue up to an aggre gate of 1,692,300 additional Offer
|
||
Shares, representing not more than 15% of the total number of O ffer Shares initially available under
|
||
the Global Offering, at the Offer Price under the International Placing to cover over-allocations (if any)
|
||
in the International Placing. T here has been an over-allocation of 1,692,300 Offer Shares in the
|
||
International Placing and such over-allocation will be covered by delayed delivery arrangement with
|
||
investors who have been offered Offer Shares under the International Placing. In the event the Over-
|
||
Allotment Option is exercised, an announcement will be made on the Company’s website and the
|
||
website of the Stock Exchange at www.ubtrobot.com and www.hkexnews.hk, respectively. As at the
|
||
date of this announcement, the Over-Allotment Option has not been exercised.
|
||
|
||
|
||
--- page 28 ---
|
||
29
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, Th e Stock Exchange of Hong Kong Limited (the “Stock
|
||
Exchange”) and Hong Kong Securities Clearing Company Limited ( “HKSCC”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||
completeness and expressly disclaim any liab ility whatsoever for any loss howsoever arising from
|
||
or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, dist ribution, directly or indirectly, in or into the
|
||
United States (including its territories and poss essions, any state of the United States and the
|
||
District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered un der the United States Securities Act of 1933, as
|
||
amended (the “U.S. Securities Act”). The securities may not be offered or sold in the United States
|
||
except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in
|
||
compliance with any applicable state securities la ws, or outside the United States unless in
|
||
compliance with Regulation S under the U.S. Securi ties Act. There will be no public offer of
|
||
securities in the United States.
|
||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule
|
||
144A under the U.S. Securities Act pursuant to an exemp tion from registration under the U.S. Securities
|
||
Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S.
|
||
Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated December 19, 2023 issued by the Company for detailed
|
||
information about the Global Offering described belo w before deciding whether or not to invest in
|
||
the Shares thereb y being offered.
|
||
*Potential investors of the Of fer Shares should note that the Sole Sponsor, the Sponsor-OC, the
|
||
Overall Coordinators and the Joint Global Coordinato rs (for themselves and on behalf of the Hong
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||
Kong Underwriters and the Capital Market Intermediaries) shall be entitled to terminate their
|
||
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
|
||
occurrence of any of the events set out in the paragraph headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offer – Hong Kong Underwriting Agreement –
|
||
Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
|
||
Listing Date (which is currently expected to be on December 29, 2023).
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||
|
||
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--- page 29 ---
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4
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By order of the Board
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||
UBTECH ROBOTICS CORP LTD
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||
Mr. Zhou Jian
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Chairman, Executive Director and Chief Executive Officer
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||
Hong Kong, 28 December 2023
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||
As at the date of this announcement, the Board comprises (i) Mr. Zhou Jian, Mr. Xiong Youjun,
|
||
Ms. Wang Lin and Mr. Liu Ming as executive directors; (ii) Mr. Xia Zuoquan, Mr. Zhou Zhifeng
|
||
and Mr. Chen Qiang as non-executive directors; and (iii) Mr. Zhao Jie, Mr. Xiong Chuxiong, Mr.
|
||
Poon Fuk Chuen and Mr. Leung Wai Man, Roger as independent non-executive directors.
|