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.
1128 lines
60 KiB
Plaintext
1128 lines
60 KiB
Plaintext
--- page 1 ---
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3
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ANNOUNCEMENT OF OFFER PRICE AND
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ALLOTMENT RESULTS
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SUMMARY
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Offer Price
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• The final Offer Price has been determined at HK$14.00 per Offer Share (exclusive of
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brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of 0.00015%).
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Net Proceeds from the Global Offering
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• Based on the Offer Price of HK$14.00 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 fees and
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commissions and estimated expenses payable by the Company in connection with the Global
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Offering, are estimated to be approximately HK$138.1 million. The Company intends to use
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the net proceeds from the Global Offering in accordance with the purposes as set out in the
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section headed “Net Proceeds from the Global Offering” in this announcement.
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• If the Over-allotment Option is fully exercised to cover the over-allocation of 2,846,400
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Offer Shares in the International Offering, the Company will receive additional net proceeds
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of approximately HK$38.4 million for 2,846,400 additional Offer Shares to be issued and
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allotted upon the exercise of the Over-allotment Option, after deduction of the underwriting
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fees and commissions and estimated expenses payable by the Company in connection with
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the Global Offering. The allocation of the additional net proceeds will be adjusted on a pro-
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rata basis in accordance with the purposes set out in the section headed “Net Proceeds from
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the Global Offering” in this announcement in the event that the Over-allotment Option is
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exercised.
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Applications and Indications of Interest Received in the Hong Kong Public Offering
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• The Hong Kong Public Offer Shares initially offered under the Hong Kong Public Offering
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have been very significantly over-subscribed. A total of 17,818 valid applications have been
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received pursuant to the Hong Kong Public Offering through the HK eIPO White Form
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service and through the CCASS EIPO service for a total of 197,345,200 Hong Kong Public
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Offer Shares, representing approximately 104.00 times of the total number of 1,897,600
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Hong Kong Public Offer Shares initially available for subscription under the Hong Kong
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Public Offering.
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• As the over-subscription in the Hong Kong Public Offering represents 100 times or more
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the number of the Offer Shares initially available for subscription under the Hong Kong
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Public Offering, the reallocation procedure as disclosed in the section headed “Structure of
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the Global Offering — The Hong Kong Public Offering — Reallocation” in the Prospectus
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has been applied and 7,590,400 Offer Shares have been reallocated from the International
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Offering to the Hong Kong Public Offering. The final number of Offer Shares under the
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Hong Kong Public Offering is 9,488,000 Shares, representing 50% of the total number of
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Offer Shares initially available under the Global Offering, and being allocated to 13,483
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successful applicants under the Hong Kong Public Offering, 8,822 of which have been
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allocated one board lot of Shares totaling 1,764,400 Shares, representing approximately of
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18.60% of total Offer Shares under the Hong Kong Public Offering.
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--- page 2 ---
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4
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International Offering
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• The Offer Shares initially offered under the International Offering have been slightly over-
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subscribed, representing approximately 1.67 times of the total number of Offer Shares
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initially available under the International Offering. The final number of Offer Shares under
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the International Offering is 9,488,000 Shares, representing approximately 50% of the total
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number of Offer Shares initially available under the Global Offering (before any exercise of
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the Over-allotment Option). There has been an over-allocation of 2,846,400 Offer Shares.
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Please refer to the section headed “International Offering — Over-allotment Option” in this
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announcement.
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• There are a total of 138 placees under the International Offering, among which 106 placees,
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representing 76.81% of the total number of placees under the International Offering, have
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been allotted five or fewer board lots of Offer Shares, totaling 21,200 Shares, representing
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0.22% of the total number of Offer Shares available under the International Offering
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(assuming the Over-allotment Option is not exercised). A total of 106 placees have been
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allotted one board lot of Offer Shares, representing approximately 76.81% of the total
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number of placees under the International Offering, totaling 21,200 Shares, representing
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approximately 0.22% of the total number of the Offer Shares available under the International
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Offering (assuming the Over-allotment Option is not exercised).
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Cornerstone Investor
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• Based on the Offer Price of HK$14.00 per Offer Share (exclusive of brokerage of 1.0%,
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SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%) and pursuant to the Cornerstone Investment Agreements, the
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Cornerstone Investors have subscribed for a total of 6,307,800 Offer Shares, representing
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(a) approximately 33.24% of the number of Offer Shares initially available under the
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Global Offering and (b) approximately 1.18% of the Shares in issue immediately following
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completion of the Global Offering (assuming the Over-allotment Option is not exercised).
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Please refer to the section headed “Cornerstone Investors” in the Prospectus for further
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details of the Cornerstone Investors.
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Connected Client Placee with Consent under the Placing Guidelines
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• We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a
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consent under Paragraph 5(1) of Appendix 6 to the Listing Rules (the “ Placing Guidelines ”)
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to permit the Company to allocate Offer Shares in the International Offering to the placee set
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out in the section headed “International Offering — Connected Client Placee with Consent
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under the Placing Guidelines” in this announcement.
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Over-allotment Option
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• In connection with the Global Offering, we have granted the Over-allotment Option to the
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International Underwriters, exercisable by the Overall Coordinators (for themselves and on
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behalf of the International Underwriters), at any time from the Listing Date to Saturday,
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October 21, 2023, being the 30th day after the last day for lodging applications under the
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Hong Kong Public Offering, to require us to allot and issue up to an aggregate of 2,846,400
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Shares, representing 15% of the Shares initially being offered under the Global Offering at
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the Offer Price to cover the over-allocations in the International Offering, if any.
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--- page 3 ---
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5
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• There has been an over-allocation of 2,846,400 Offer Shares in the International Offering
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and such over-allocation will be settled by using Shares borrowed under the Stock Borrowing
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Agreement. Such borrowed Shares will be covered by amongst other methods, exercising
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the Over-allotment Option in full or in part or by using Shares purchased by the Stabilizing
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Manager (or through its affiliates or any person acting for it) in the secondary market at
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prices that do not exceed the Offer Price or a combination of these means. In the event the
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Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s
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website at www.hkexnews.hk and the Company’s website at www.zx.com. As of the date of
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this announcement, the Over-allotment Option has not been exercised.
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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 in the section headed “International Offering — Connected Client Placee
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with Consent under the Placing Guidelines” in this announcement, to the best knowledge,
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information and belief of the Directors, no Offer Shares placed by or through the Overall
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Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
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or the Underwriters under the Global Offering have been placed with applicants or their
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respective ultimate beneficial owners who are core connected persons (as defined in the
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Listing Rules) of the Company or Directors of the Company, or to any connected clients (as
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set out in paragraph 5(1) of the Placing Guidelines), or persons set out in paragraph 5(2) of
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the Placing Guidelines, whether in their own names or through nominees. The International
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Offering is in compliance with the Placing Guidelines.
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• The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by public Shareholders in the Hong Kong Public Offering and
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placees in the International Offering has been financed directly or indirectly by the Company,
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any of the Directors, chief executive of the Company, the Controlling Shareholders, the
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substantial Shareholders, the existing Shareholders or any of their subsidiaries or their
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respective close associates; (ii) none of the public Shareholders in the Hong Kong Public
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Offering and placees in the International Offering who has subscribed for the Offer Shares is
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accustomed to taking instructions from the Company, any of the Directors, chief executive
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of the Company, the Controlling Shareholders, the substantial Shareholders, the existing
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Shareholders or any of their subsidiaries or their respective close associates in relation to
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the acquisition, disposal, voting or other disposition of the Shares registered in their name
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or otherwise held by them; (iii) no rebate has been, directly or indirectly, provided by the
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Company, the Directors, chief executive of the Company, the Controlling Shareholders,
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the substantial Shareholders, the existing Shareholders or any of their subsidiaries, or
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their respective close associates, or syndicate members or any brokers or underwriters to
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any public Shareholders in the Hong Kong Public Offering or placees in the International
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Offering; (iv) the consideration payable by the public Shareholders in the Hong Kong Public
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Offering and placees in the International Offering for each Offer Share subscribed for or
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purchased by them is the same as the final Offer Price as determined by the Company, in
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additional to brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of
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0.00015% and Stock Exchange trading fee of 0.00565%; and (v) there is no side agreement
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or arrangement between the Company, any of the Directors, chief executive of the Company,
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the Controlling Shareholders, the substantial Shareholders of the Company, the existing
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Shareholders or any of their subsidiaries or their respective close associates or syndicate
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members or any other brokers or underwriters, 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.
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--- page 4 ---
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6
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• None of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
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Joint Bookrunners, the Joint Lead Managers, the Underwriters, and their respective affiliated
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companies and connected clients of the lead broker or of any distributors (as defined in
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the Placing Guidelines) has taken up any Offer Shares for its own benefit under the Global
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Offering.
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• The Directors confirm that none of the placees under the International Offering was
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placed more than 10% of the enlarged issued share capital of the Company immediately
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after completion of the Global Offering. Accordingly, the Directors confirm that none of
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the placees will become a substantial shareholder (as defined under the Listing Rules) of
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the Company after the completion of the Global Offering, and there will not be any new
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substantial shareholder (as defined under the Listing Rules) of the Company immediately
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after completion of the Global Offering.
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Lock-up Undertakings
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• Each of the Company, the Controlling Shareholders, the Pre-IPO Investor and the
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Cornerstone Investors is subject to certain lock-up undertakings as set out in the section
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headed “Lock-up Undertakings” in this announcement.
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Results of Allocations
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• The level of indications of interest in the International Offering, the level of applications in
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the Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offer
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Shares will be published on Wednesday, September 27, 2023 on the website of the Stock
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Exchange at www.hkexnews.hk and the Company’s website at www.zx.com .
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• The results of allocations of the Hong Kong Public Offer Shares under the Hong Kong
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Public Offering successfully applied for through the HK eIPO White Form service or
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through the CCASS EIPO service, including the Hong Kong identity card numbers, passport
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numbers, Hong Kong business registration numbers or certificate of incorporation numbers of
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successful applicants (where applicable) and the number of Hong Kong Public Offer Shares,
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successfully applied for, will be made available at the times and dates and in the manner
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specified below:
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(i) in the announcement to be posted on the Company’s website and the Stock Exchange’s
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website at www.zx.com and www.hkexnews.hk , respectively, by no later than 9:00 a.m.
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on Wednesday, September 27, 2023. Please note that the list of identification document
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numbers set out in this announcement may not be a complete list of successful applicants
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since only successful applicants whose identification document numbers are provided
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to HKSCC by CCASS Participants or via the HK eIPO White Form are disclosed.
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Applicants with beneficial names only but not identification document numbers are not
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disclosed due to personal privacy issue as elaborated below. Applicants who applied for
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the Hong Kong Public Offer Shares through their brokers or nominees can consult their
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brokers or nominees to enquire about their application results;
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(ii) from “IPO Results” function in the IPO App or at www.hkeipo.hk/IPOResult (or
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www.tricor.com.hk/ipo/result ) with a “search by ID” function on a 24-hour basis from
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8:00 a.m. on Wednesday, September 27, 2023 to 12:00 midnight on Tuesday, October 3,
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2023; and
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(iii) from the allocation results telephone enquiry line by calling +852 3691 8488 between
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9:00 a.m. and 6:00 p.m. from Wednesday, September 27, 2023 to Tuesday, October 3,
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2023 (excluding Saturday, Sunday and public holidays in Hong Kong).
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--- page 5 ---
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7
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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 HK eIPO
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White Form ” 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.
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• Since applications are subject to personal information collection statements, beneficial owner
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identification codes displayed in the sections headed “Results of Applications Made by HK
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eIPO White Form ” and “Results of Applications Made by Giving Electronic Application
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Instructions to HKSCC via CCASS” are redacted and not all details of applications are
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disclosed in this announcement.
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Despatch/Collection of Share Certificates/e-Auto Refund Payment Instructions/Refund Checks
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• Applicants who applied for 500,000 Hong Kong Public Offer Shares or more through the
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HK eIPO White Form service and who have been wholly or partially successfully allocated
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Hong Kong Public Offer Shares and are eligible to collect Share certificates in person may
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collect Share certificates from the Hong Kong Share Registrar, Tricor Investor Services
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Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, from 9:00 a.m. to
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1:00 p.m. on Wednesday, September 27, 2023, or such other date as notified by the Company
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as the date of despatch/collection of Share certificates/refund monies.
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• Applicants being individuals who are eligible for personal collection cannot authorize any
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other person to make collection on their behalf. Corporate applicants which are eligible
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for personal collection must attend by their authorised representatives bearing letters of
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authorisation from their corporations stamped with the corporations’ chops. Both individuals
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and authorised representatives (if applicable) must produce, at the time of collection,
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evidence of identity acceptable to Tricor Investor Services Limited.
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• Share certificates for Hong Kong Public Offer Shares allotted to applicants who applied
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for less than 500,000 Hong Kong Public Offer Shares through the HK eIPO White Form
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service are expected to be despatched to those entitled to the addresses specified in the
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relevant application instructions by ordinary post at their own risk on or before Wednesday,
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September 27, 2023.
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• Share certificates for Hong Kong Public Offer Shares allocated to applicants who applied
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through the HK eIPO White Form service which are either not available for personal
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collection or which are available but are not collected in person by 1:00 p.m. on Wednesday,
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September 27, 2023 are expected to be despatched by ordinary post to those entitled to
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the address specified in the relevant application at their own risk on or before Wednesday,
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September 27, 2023.
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--- page 6 ---
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8
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• Wholly or partially successful applicants who applied by giving electronic application
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instructions to HKSCC via CCASS will have their Share certificates issued in the name of
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HKSCC Nominees Limited and deposited into CCASS for credit to their CCASS Investor
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Participant stock accounts or the stock accounts of their designated CCASS Participants
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who gave electronic application instructions on their behalf on Wednesday, September 27,
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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 Public Offer Shares allocated to
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them 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 should check and report any discrepancies to HKSCC
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before 5:00 p.m. on Wednesday, September 27, 2023, or such other date as shall be
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determined by HKSCC or HKSCC Nominees. Applicants who applied as a CCASS Investor
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Participant by giving electronic application instructions to HKSCC via CCASS may
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also check the results of their applications and the amount of refund monies payable to
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them via the CCASS Phone System and the CCASS Internet System (under the procedures
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contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time
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to time). Immediately after the crediting of the Hong Kong Public Offer Shares to the
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CCASS Investor Participants stock accounts and the credit of refund monies to the CCASS
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Investor Participants bank accounts, HKSCC will also make available to the CCASS Investor
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Participants an activity statement showing the number of Hong Kong Public Offer Shares
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credited to their stock accounts and the refund amount credited to their respective designated
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bank accounts (if any).
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• Applicants who applied through the HK eIPO White Form service and paid the application
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monies from a single bank account will have refund monies (if any) despatched to their
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application payment accounts in the form of e-Auto Refund payment instructions on
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Wednesday, September 27, 2023. Applicants who applied through the HK eIPO White
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Form service and paid the application monies from multiple bank accounts will have refund
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monies (if any) despatched to the addresses specified in their application instructions in the
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form of refund check(s) in favour of the applicant (or, in the case of joint applications, the
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first-named applicant) by ordinary post at their own risk on or before Wednesday, September
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27, 2023. No interest will be paid thereon.
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• Refund monies (if any) for applicants who have applied by giving electronic application
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instructions to HKSCC via CCASS are expected to be credited to the relevant applicants’
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designated bank accounts or the designated bank accounts of their brokers or custodians on
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Wednesday, September 27, 2023.
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• Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date
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which is expected to be Thursday, September 28, 2023, provided that the Global Offering
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has become unconditional in all respects at or before that time and the right of termination
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described in the section headed “Underwriting — Underwriting Arrangements and Expenses
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— Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been
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exercised.
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--- page 7 ---
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9
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• The Company will not issue any temporary documents of title in respect of the Offer Shares
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and will not issue any receipt for application monies received.
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Public Float
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• Immediately following the completion of the Global Offering (assuming the Over-allotment
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Option is not exercised), approximately 32.18% of the total issued Shares will be held by the
|
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public in compliance with the requirements under Rule 8.08 of the Listing Rules.
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• The Directors confirm that immediately after the Global Offering, (i) at least 25% of the
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Company’s enlarged issued share capital would be held by the public hands in compliance
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with Rule 8.08(1) of the Listing Rules, (ii) no placee will, individually, be placed more than
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10% of the enlarged issued share capital of the Company, (iii) there will not be any new
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substantial shareholder (as defined in the Listing Rules) of the Company, (iv) the three largest
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public Shareholders do not hold more than 50% of the shares held in public hands at the time
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of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules, and (v) there
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will be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of
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the Listing Rules.
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Commencement of Dealings
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• Assuming that the Global Offering becomes unconditional in all respects at or before 8:00
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a.m. on Thursday, September 28, 2023 (Hong Kong time), dealings in the Shares on the Main
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Board of the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, September
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28, 2023 (Hong Kong time). The Shares will be traded in board lots of 200 Shares each. The
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stock code of the Shares is 9890.
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In view of the high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
|
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move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in Shares.
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OFFER PRICE
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The Offer Price has been determined at HK$14.00 per Offer Share (exclusive of brokerage of 1.0%,
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SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction
|
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levy of 0.00015%).
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NET PROCEEDS FROM THE GLOBAL OFFERING
|
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Based on the Offer Price of HK$14.00 per Offer Share, the net proceeds from the Global Offering
|
||
to be received by the Company, after deduction of the underwriting fees and commissions and
|
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the other estimated expenses payable by the Company in connection with the Global Offering,
|
||
are estimated to be approximately HK$138.1 million. The estimated total listing expenses
|
||
are approximately HK$127.5 million, or 48.0% of the gross proceeds of the Global Offering,
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comprising HK$29.5 million underwriting-related expenses, HK$64.7 million fees and expenses of
|
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legal advisors and accountants, and HK$33.3 million other fees and expenses.
|
||
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--- page 8 ---
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10
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The Company intends to apply the net proceeds as follows:
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||
1. approximately 30.0%, or HK$41.4 million, will be used to enhance and expand its online game
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publishing business and other marketing business and consumer product business over the next
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four years:
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||
a. approximately 25.0%, or HK$34.5 million, will be used to enhance and expand the product/
|
||
sector coverage of its online game publishing business and other marketing business over
|
||
the next four years:
|
||
i. approximately 12.5%, or HK$17.3 million, will be used to enhance and expand the
|
||
product/sector coverage of its online game publishing business and other marketing
|
||
business over the next four years. Specifically, approximately 5.0%, or HK$6.9
|
||
million, will be used to convert game products in development that we have been
|
||
authorized to market and operate from the pipeline status to final commercialization;
|
||
ii. approximately 10.0%, or HK$13.8 million, will be used to purchase new game IPs over
|
||
the next four years;
|
||
iii. approximately 2.5%, or HK$3.5 million, will be used to expand its portfolio beyond
|
||
game products over the next four years;
|
||
b. approximately 5.0%, or HK$6.9 million, will be used to enhance and expand its consumer
|
||
product business over the next four years:
|
||
i. approximately 2.5%, or HK$3.5 million, will be used to enhance its Zha Zha Hui
|
||
brand through expanding its instant food products categories and enhancing its brand
|
||
recognition over the next four years;
|
||
ii. approximately 1.5%, or HK$2.1 million, will be used to enhance its Bro Kooli brand
|
||
over the next four years;
|
||
iii. approximately 1.0%, or HK$1.4 million, will be used to potentially build new
|
||
consumer product business or brands, including recruit approximately five consumer
|
||
product designers with expertise in expanding a brand matrix into new verticals over
|
||
the next four years;
|
||
2. approximately 30.0%, or HK$41.4 million, will be allocated to expand and deepen its
|
||
partnership with major market participants throughout the full lifecycle value chain to fulfill its
|
||
growth strategy over the next four years:
|
||
a. approximately 28.0%, or HK$38.7 million, will be used to strengthen its relationships with
|
||
mainstream media platforms to enhance its brand awareness and end-user coverage over the
|
||
next four years;
|
||
b. approximately 2.0%, or HK$2.8 million, will be used to hire additional marketing and
|
||
operation personnel with competitive compensation over the next four years;
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
3. approximately 10.0%, or HK$13.8 million, will be allocated to improve its technology
|
||
infrastructure and enhance its internal research and development capabilities over the next four
|
||
years:
|
||
a. approximately 6.0%, or HK$8.3 million, will be used to upgrade and strengthen its IT
|
||
infrastructure to support its business growth over the next four years;
|
||
b. approximately 4.0%, or HK$5.5 million, will be used to build up its IT team and strengthen
|
||
its R&D capabilities over the next four years;
|
||
4. approximately 10.0%, or HK$13.8 million, will be used to support its overall strategies of
|
||
expanding into select markets outside China and developing its overseas operation over the next
|
||
four years:
|
||
a. approximately 4.5%, or HK$6.2 million, will be used to expand the market share of its
|
||
online game publishing business and consumer product business over the next four years;
|
||
b. approximately 4.0%, or HK$5.5 million, will be used to develop its marketing and
|
||
operation capabilities overseas through engaging international celebrities and KOLs to
|
||
enhance its brand recognition over the next four years;
|
||
c. approximately 1.5%, or HK$2.1 million, will be used to recruit additional talents to support
|
||
its expansion and development strategies in overseas markets over the next four years;
|
||
5. approximately 10.0%, or HK$13.8 million, will be used for exploring potential strategic
|
||
acquisition opportunities starting from the second through the fourth year after the Listing;
|
||
6. approximately 10.0%, or HK$13.8 million, will be used for its working capital and general
|
||
corporate purposes.
|
||
If the Over-allotment Option is fully exercised to cover the over-allocation of 2,846,400 Offer
|
||
Shares in the International Offering, the Company will receive additional net proceeds of
|
||
approximately HK$38.4 million for 2,846,400 additional Offer Shares to be issued and allotted
|
||
upon the exercise of the Over-allotment Option, after deduction of the underwriting fees and
|
||
commissions and estimated expenses 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 in
|
||
accordance with the purposes set out in the section headed “Net Proceeds from the Global Offering”
|
||
in this announcement in the event that the Over-allotment Option is exercised.
|
||
For further information, please refer to the section headed “Future Plans and Use of Proceeds” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED IN
|
||
THE HONG KONG PUBLIC OFFERING
|
||
The Hong Kong Public Offer Shares initially available under the Hong Kong Public Offering
|
||
have been very significantly over-subscribed. At the close of the application lists at 12:00 noon on
|
||
Thursday, September 21, 2023, a total of 17,818 valid applications have been received pursuant
|
||
to the Hong Kong Public Offering through the HK eIPO White Form service and through the
|
||
CCASS EIPO service for a total of 197,345,200 Hong Kong Public Offer Shares, representing
|
||
approximately 104.00 times of the total number of 1,897,600 Hong Kong Public Offer Shares
|
||
initially available for subscription under the Hong Kong Public Offering, 8,822 of which have been
|
||
allocated one board lot of Shares totaling 1,764,400 Shares, among which:
|
||
• 17,592 valid applications in respect of a total of 79,388,400 Hong Kong Public Offer Shares
|
||
were for the Hong Kong Public Offering with an aggregate subscription amount based on
|
||
the maximum Offer Price of HK$14.00 per Offer Share (excluding brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction
|
||
levy of 0.00015%) of HK$5 million or less, representing approximately 83.67 times of the
|
||
948,800 Hong Kong Public Offer Shares initially comprised in Pool A; and
|
||
• 226 valid application in respect of a total of 117,956,800 Hong Kong Public Offer Shares
|
||
were for the Hong Kong Public Offering with an aggregate subscription amount based on
|
||
the maximum Offer Price of HK$14.00 per Offer Share (excluding brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction
|
||
levy of 0.00015%) of more than HK$5 million, representing approximately 124.32 times of the
|
||
948,800 Hong Kong Public Offer Shares initially comprised in Pool B.
|
||
No application has been rejected due to invalid application. 10 multiple or suspected multiple
|
||
applications have been identified and rejected. One application has been rejected due to dishonored
|
||
payment. No application for more than 948,800 Hong Kong Public Offer Shares (being 50% of the
|
||
Hong Kong Public Offer Shares initially available under the Hong Kong Public Offering) has been
|
||
identified.
|
||
As the over-subscription in the Hong Kong Public Offering represents 100 times or more the
|
||
number of the Offer Shares initially available for subscription under the Hong Kong Public
|
||
Offering, the reallocation procedure as disclosed in the section headed “Structure of the Global
|
||
Offering — The Hong Kong Public Offering — Reallocation” in the Prospectus has been applied
|
||
and 7,590,400 Offer Shares have been reallocated from the International Offering to the Hong
|
||
Kong Public Offering. The final number of Offer Shares under the Hong Kong Public Offering is
|
||
9,488,000 Shares, representing 50% of the total number of Offer Shares initially available under the
|
||
Global Offering, and being allocated to 13,483 successful applicants under the Hong Kong Public
|
||
Offering, 8,822 of which have been allocated one board lot of Shares totaling 1,764,400 Shares,
|
||
representing approximately of 18.60% of total Offer Shares under the Hong Kong Public Offering.
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
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 have been slightly over-
|
||
subscribed, representing approximately 1.67 times of the total number of Offer Shares initially
|
||
available under the International Offering. The final number of Offer Shares under the International
|
||
Offering is 9,488,000 Shares, representing approximately 50% of the total number of Offer Shares
|
||
initially available under the Global Offering (before any exercise of the Over-allotment Option).
|
||
There has been an over-allocation of 2,846,400 Offer Shares. Please refer to the section headed
|
||
“International Offering — Over-allotment Option” in this announcement.
|
||
There are a total of 138 placees under the International Offering, among which 106 placees,
|
||
representing 76.81% of the total number of placees under the International Offering, have been
|
||
allotted five or fewer board lots of Offer Shares, totaling 21,200 Shares, representing 0.22% of
|
||
the total number of Offer Shares available under the International Offering (assuming the Over-
|
||
allotment Option is not exercised). A total of 106 placees have been allotted one board lot of Offer
|
||
Shares, representing approximately 76.81% of the total number of placees under the International
|
||
Offering, totaling 21,200 Shares, representing approximately 0.22% of the total number of the
|
||
Offer Shares available under the International Offering (assuming the Over-allotment Option is not
|
||
exercised).
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
Cornerstone Investors
|
||
Based on the Offer Price of HK$14.00 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 shareholding information of the cornerstone
|
||
investors is set out below:
|
||
Cornerstone Investors
|
||
Investment
|
||
Amount
|
||
(1)
|
||
(in million)
|
||
Hong Kong
|
||
dollar
|
||
equivalent
|
||
(2)
|
||
(in million)
|
||
Number
|
||
of Offer
|
||
Shares
|
||
(3)
|
||
Approximate
|
||
% of total
|
||
number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
% of total
|
||
number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Approximate
|
||
% of the
|
||
total Shares
|
||
in issue
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
% of the
|
||
total Shares
|
||
in issue
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Shangrao High-speed Rail
|
||
Economy Experimental
|
||
Zone Industrial Investment
|
||
Development Co., Ltd.
|
||
( ɪᙘ৷᚛༊᜕ਜପุ
|
||
ʮ̡ ) RMB30.00 31.99 2,284,800 12.04% 10.47% 0.43% 0.43%
|
||
4399 Net Limited US$4.00 31.35 2,239,000 11.80% 10.26% 0.42% 0.42%
|
||
Hong Kong Longsin
|
||
Co., Limited
|
||
(ʮ̡ ) US$2.00 15.67 1,119,400 5.90% 5.13% 0.21% 0.21%
|
||
Aofei Data International
|
||
Company Limited
|
||
(ʮ̡ ) HK$9.31 9.31 664,600 3.50% 3.05% 0.12% 0.12%
|
||
|
||
Total 88.32 6,307,800 33.24% 28.91% 1.18% 1.17%
|
||
|
||
Notes:
|
||
(1) 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%.
|
||
(2) Calculated based on the actual exchange rate prescribed in the relevant Cornerstone Investment Agreement.
|
||
(3) Rounded down to the nearest whole board lot of 200 Shares.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
|
||
subscribed before dealings in the Shares commence on the Stock Exchange. There will be no
|
||
delayed delivery or delayed settlement of the Offer Shares to be subscribed by the Cornerstone
|
||
Investors. The Company has confirmed that (i) each Cornerstone Investor (and, for the Cornerstone
|
||
Investor who will subscribe for our Offer Shares through a qualified domestic institutional investor
|
||
(“QDII”), such QDII and the Cornerstone Investor) is an independent third party and is not the
|
||
Company’s connected person (as defined in the Listing Rules) nor an existing Shareholder; (ii) the
|
||
Cornerstone Investors are independent from each other; (iii) none of the Cornerstone Investors is
|
||
accustomed to take instructions from the Company, the Directors, chief executive of the Company,
|
||
the Controlling Shareholders, the substantial Shareholders, or the existing Shareholders or any of
|
||
its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
|
||
other disposition of the Offer Shares; and (iv) none of the subscriptions made by the Cornerstone
|
||
Investors has been financed by the Company, the Directors, chief executive of the Company, the
|
||
Controlling Shareholders, the substantial Shareholders, other existing Shareholders or any of its
|
||
subsidiaries or their respective close associates. As confirmed by each Cornerstone Investor, their
|
||
subscriptions under the Cornerstone Placing would be financed by their own internal financial
|
||
resources and/or the financial resources of their ultimate beneficial owners, and that they have
|
||
sufficient funds to settle their respective investments under the Cornerstone Placing. There are
|
||
no side agreements/arrangements between the Company and the Cornerstone Investors or any
|
||
benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the
|
||
Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the Offer
|
||
Price. Each of the Cornerstone Investors has confirmed that all necessary approvals have been
|
||
obtained with respect to the Cornerstone Placing and that no specific approval from any stock
|
||
exchange or its shareholders is required for the relevant cornerstone investment.
|
||
The Cornerstone Placing forms part of the International Offering, and the Cornerstone Investors
|
||
will not acquire any Offer Shares under the Global Offering other than pursuant to the cornerstone
|
||
investment agreements. The Offer Shares to be subscribed by the Cornerstone Investors will rank
|
||
pari passu in all respects with the fully paid Shares in issue and will be counted towards the public
|
||
float for the purpose of Rule 8.08 of the Listing Rules. Immediately following the completion of the
|
||
Global Offering, the Cornerstone Investors will not have any Board representation in the Company;
|
||
and none of the Cornerstone Investors will become a substantial Shareholder.
|
||
Each of the Cornerstone Investors has agreed that without the prior written consent of each of
|
||
the Company, the Overall Coordinators and the Joint Sponsors, it will not, whether directly or
|
||
indirectly, at any time during the period of twelve months following the Listing Date (the “ Lock-
|
||
up Period ”), dispose of any of the Offer Shares they have subscribed for pursuant to the relevant
|
||
Cornerstone Investment Agreements (the “ Relevant Shares ”) or any interest in any company or
|
||
entity holding any of the Relevant Shares.
|
||
Each Cornerstone Investor may transfer the Relevant Shares in certain limited circumstances set
|
||
out in Cornerstone Investment Agreements, such as a transfer to a wholly-owned subsidiary that
|
||
will be bound by the relevant Cornerstone Investor’s obligations under its Cornerstone Investment
|
||
Agreement, and be subject to the restrictions on disposal of Relevant Shares imposed on such
|
||
Cornerstone Investor.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Please refer to the section headed “Cornerstone Investors” in the Prospectus for further details
|
||
relating to the Cornerstone Investors.
|
||
Connected Client Placee with Consent under the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under Paragraph 5(1) of the Placing Guidelines to permit the Company to allocate Offer
|
||
Shares in the International Offering to the following placee:
|
||
Placee
|
||
Connected
|
||
Distributors
|
||
Relationship with
|
||
the Connected
|
||
Distributors
|
||
Number of
|
||
Offer Shares
|
||
Placed
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(1)
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(1)
|
||
Connected client holding Offer Shares on a non-discretionary basis:
|
||
CSI Capital
|
||
Management Limited
|
||
(“CSICM”)
|
||
(2)
|
||
CLSA Limited
|
||
(“CLSA”)
|
||
CSICM is a member
|
||
of the same group of
|
||
companies as CLSA.
|
||
557,000 2.94% 0.10%
|
||
CITIC Securities
|
||
Brokerage (HK)
|
||
Limited (“ CSB”)
|
||
CSICM is a member
|
||
of the same group of
|
||
companies as CSB.
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) CSICM will act as the single counterparty of a back-to-back total return swap transaction (the “ CSICM Back-to-back
|
||
TRS”) to be entered into by CSICM in connection with a total return swap order (the “ CSICM Client TRS ”) placed by its
|
||
ultimate client (the “ CSICM Ultimate Client ”), by which CSICM will pass the full economic exposure of the Offer Shares
|
||
placed to CSICM (the “ CSICM Offer Shares ”) to the CSICM Ultimate Client, meaning in effect, CSICM will hold the
|
||
beneficial interest of the CSICM Offer Shares on behalf of the CSICM Ultimate Client on a non-discretionary basis. CSICM
|
||
will hold the legal title and beneficial interest in the CSICM Offer Shares, but will contractually agree to pass on the full
|
||
economic exposure and return of the CSICM Offer Shares to the CSICM Ultimate Client. The CSICM Ultimate Clients may
|
||
exercise an early termination right to early terminate the CSICM Client TRS at any time from the trade date of the CSICM
|
||
Client TRS which should be on or after the date on which the CSICM Offer Shares are listed on the Stock Exchange. Upon
|
||
the final maturity or early termination of the CSICM Client TRS by the CSICM Ultimate Client, CSICM will dispose of the
|
||
CSICM Offer Shares on the secondary market and the CSICM Ultimate Client will receive a final termination amount of the
|
||
CSICM Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the
|
||
CSICM Offer Shares and the fixed amount of transaction fees of the CSICM Back-to back TRS and the CSICM Client TRS.
|
||
CSICM will not exercise the voting right of the CSICM Offer Shares during the tenor of the CSICM Back-to-back TRS. To
|
||
the best of CSICM’s knowledge, after making all reasonable inquiries, each of the CSICM Ultimate Client and its ultimate
|
||
beneficial owner is a third party independent from each of the Company, CSICM, CLSA and CSB.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
The Offer Shares placed to the above placee are in compliance with all the conditions under the
|
||
consent granted by the Stock Exchange.
|
||
Over-allotment Option
|
||
In connection with the Global Offering, we have granted the Over-allotment Option to the
|
||
International Underwriters, exercisable by the Overall Coordinators (for themselves and on be-half
|
||
of the International Underwriters), at any time from the Listing Date to Saturday, October 21, 2023,
|
||
being the 30th day after the last day for lodging applications under the Hong Kong Public Offering,
|
||
to require us to allot and issue up to an aggregate of 2,846,400 Shares, representing approximately
|
||
15% of the Shares initially being offered under the Global Offering at the Offer Price to cover the
|
||
over-allocations in the International Offering, if any.
|
||
There has been an over-allocation of 2,846,400 Offer Shares in the International Offering and such
|
||
over-allocation will be settled by using Shares borrowed under the Stock Borrowing Agreement.
|
||
Such borrowed Shares will be covered by amongst other methods, exercising the Over-allotment
|
||
Option in full or in part or by using Shares purchased by the Stabilizing Manager (or through
|
||
its affiliates or any person acting for it) in the secondary market at prices that do not exceed the
|
||
Offer Price or a combination of these means. In the event the Over-allotment Option is exercised,
|
||
an announcement will be made on the Stock Exchange’s website at www.hkexnews.hk and the
|
||
Company’s website at www.zx.com. As of the date of this announcement, the Over-allotment
|
||
Option has not been exercised.
|
||
Confirmations Regarding Public Shareholders in the Hong Kong Public Offering and Placees
|
||
in the International Offering
|
||
Save as disclosed in the section headed “International Offering — Connected Client Placee with
|
||
Consent under the Placing Guidelines” in this announcement, to the best knowledge, information
|
||
and belief of the Directors, no Offer Shares placed by or through the Overall Coordinators, the Joint
|
||
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, or the Underwriters under
|
||
the Global Offering have been placed with applicants or their respective ultimate beneficial owners
|
||
who are core connected persons (as defined in the Listing Rules) of the Company 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.
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (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 of the Company, the Controlling Shareholders, the substantial
|
||
Shareholders, the existing Shareholders or any of their subsidiaries or their respective close
|
||
associates; (ii) none of the public Shareholders in the Hong Kong Public Offering and placees
|
||
in the International Offering who has subscribed for the Offer Shares is accustomed to taking
|
||
instructions from the Company, any of the Directors, chief executive of the Company, the
|
||
Controlling Shareholders, the substantial Shareholders, the existing Shareholders or any of their
|
||
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
|
||
other disposition of the Shares registered in their name or otherwise held by them; (iii) no rebate
|
||
has been, directly or indirectly, provided by the Company, the Directors, chief executive of the
|
||
Company, the Controlling Shareholders, the substantial Shareholders, the existing Shareholders or
|
||
any of their subsidiaries, or their respective close associates, or syndicate members or any brokers
|
||
or underwriters to any public Shareholders in the Hong Kong Public Offering or placees in the
|
||
International Offering; (iv) the consideration payable by the public Shareholders 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, in additional
|
||
to brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015%
|
||
and Stock Exchange trading fee of 0.00565%; and (v) there is no side agreement or arrangement
|
||
between the Company, any of the Directors, chief executive of the Company, the Controlling
|
||
Shareholders, the substantial Shareholders of the Company, the existing Shareholders or any of
|
||
their subsidiaries or their respective close associates or syndicate members or any other brokers or
|
||
underwriters, on one hand, and the public subscribers or the placee who has subscribed for the Offer
|
||
Shares, on the other hand.
|
||
None of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
|
||
Bookrunners, the Joint Lead Managers, the Underwriters, and their respective affiliated companies
|
||
and connected clients of the lead broker or of any distributors (as defined in the Placing Guidelines)
|
||
has taken up any Offer Shares for its own benefit under the Global Offering.
|
||
The Directors confirm that none of the placees under the International Offering was placed more
|
||
than 10% of the enlarged issued share capital of the Company immediately after completion of
|
||
the Global Offering. Accordingly, the Directors confirm that none of the placees will become a
|
||
substantial shareholder (as defined under the Listing Rules) of the Company after the completion
|
||
of the Global Offering, and there will not be any new substantial shareholder (as defined under the
|
||
Listing Rules) of the Company immediately after completion of the Global Offering.
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
LOCK-UP UNDERTAKINGS
|
||
Each of the Company, the Controlling Shareholders, the Pre-IPO Investor and the Cornerstone
|
||
Investors has given certain undertakings in relation to the issue or disposal of Shares (the “ Lock-up
|
||
Undertakings ”). The major terms of the Lock-Up Undertakings are set out as follows:
|
||
Name
|
||
Number of
|
||
Lock-up
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
Approximate
|
||
percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
(1)
|
||
Last day subject to the
|
||
Lock-up Undertakings
|
||
The Company
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing Rules and
|
||
the Hong Kong Underwriting
|
||
Agreement)
|
||
N/A N/A March 27, 2024
|
||
(2)
|
||
Cornerstone Investors
|
||
(subject to lock-up obligations
|
||
pursuant to the relevant
|
||
Cornerstone Investment
|
||
Agreements)
|
||
Shangrao High-speed Industrial
|
||
Investment
|
||
2,284,800 0.43% September 27, 2024
|
||
(3)
|
||
4399 2,239,000 0.42% September 27, 2024
|
||
(3)
|
||
Longsin 1,119,400 0.21% September 27, 2024
|
||
(3)
|
||
Aofei International 664,600 0.12% September 27, 2024
|
||
(3)
|
||
Controlling Shareholders
|
||
(subject to lock-up obligations
|
||
pursuant to the Listing Rules
|
||
and the Hong Kong Underwriting
|
||
Agreement)
|
||
Mr. WU Xubo, WXB BVI 1,
|
||
WXB BVI 2 and WXB Holdco
|
||
264,263,000 49.45% March 27, 2024
|
||
(4)
|
||
September 27, 2024
|
||
(4)
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
Name
|
||
Number of
|
||
Lock-up
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
Approximate
|
||
percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon Listing
|
||
(1)
|
||
Last day subject to the
|
||
Lock-up Undertakings
|
||
Pre-IPO Investor
|
||
(subject to lock-up obligations
|
||
pursuant to its separate lock-up
|
||
undertaking)
|
||
Duoxian International Limited 25,000,000 4.68% September 27, 2024
|
||
(5)
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) The Company may not issue Shares prior to the indicated date except otherwise permitted by the Listing Rules and the Stock
|
||
Exchange.
|
||
(3) Each of the Cornerstone Investors may dispose of any of the Offer Shares subscribed in the Global Offering after the
|
||
indicated date.
|
||
(4) The Controlling Shareholders shall not (a) dispose of any of the relevant securities of the Company in the First Six-
|
||
Month Period and the First Lock-up Period; or (b) dispose of any of the relevant securities of the Company in the Second
|
||
Six-Month Period if immediately following such disposal the Controlling Shareholder would cease to be a controlling
|
||
shareholder (as defined in the Listing Rules) of the Company, or dispose of any of the relevant securities of the Company in
|
||
the Second Lock-up Period if immediately following such disposal another shareholder or person holding beneficial interests
|
||
in the Shares or securities of the Company would become a controlling shareholder (as defined in the Listing Rules) of the
|
||
Company.
|
||
For further details, please refer to the sections headed “Underwriting — Undertakings to the Stock Exchange pursuant to the
|
||
Listing Rules — Undertakings by our Controlling Shareholders” and “Underwriting — Undertakings pursuant to the Hong
|
||
Kong Underwriting Agreement — Undertakings by our Controlling Shareholders” in the Prospectus.
|
||
(5) The Pre-IPO Investor may dispose of or transfer Shares without any lock-up obligation after the indicated date.
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC
|
||
OFFERING
|
||
Subject to the satisfaction of the conditions set out in the section headed “Structure of the Global
|
||
Offering — Conditions of the Global Offering” in the Prospectus, 17,818 valid applications made
|
||
by the public through the HK eIPO White Form service and the CCASS EIPO service will be
|
||
conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number
|
||
of shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of shares
|
||
applied for
|
||
200 6,608 3,304 out of 6,608 applicants to receive 200 shares 50.00%
|
||
400 885 617 out of 885 applicants to receive 200 shares 34.86%
|
||
600 2,057 1,486 out of 2,057 applicants to receive 200 shares 24.08%
|
||
800 360 273 out of 360 applicants to receive 200 shares 18.96%
|
||
1,000 459 368 out of 459 applicants to receive 200 shares 16.03%
|
||
1,200 146 132 out of 146 applicants to receive 200 shares 15.07%
|
||
1,400 156 200 shares 14.29%
|
||
1,600 109 200 shares plus 5 out of 109 applicants to receive
|
||
an additional 200 shares
|
||
13.07%
|
||
1,800 87 200 shares plus 7 out of 87 applicants to receive
|
||
an additional 200 shares
|
||
12.01%
|
||
2,000 481 200 shares plus 49 out of 481 applicants to receive
|
||
an additional 200 shares
|
||
11.02%
|
||
3,000 3,667 200 shares plus 1,834 out of 3,667 applicants to receive
|
||
an additional 200 shares
|
||
10.00%
|
||
4,000 189 200 shares plus 152 out of 189 applicants to receive
|
||
an additional 200 shares
|
||
9.02%
|
||
5,000 132 400 shares 8.00%
|
||
6,000 167 400 shares plus 17 out of 167 applicants to receive
|
||
an additional 200 shares
|
||
7.01%
|
||
7,000 191 400 shares plus 40 out of 191 applicants to receive
|
||
an additional 200 shares
|
||
6.31%
|
||
8,000 122 400 shares plus 59 out of 122 applicants to receive
|
||
an additional 200 shares
|
||
6.21%
|
||
9,000 57 400 shares plus 43 out of 57 applicants to receive
|
||
an additional 200 shares
|
||
6.12%
|
||
10,000 894 600 shares 6.00%
|
||
|
||
|
||
--- page 20 ---
|
||
22
|
||
Pool A
|
||
Number
|
||
of shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of shares
|
||
applied for
|
||
20,000 282 800 shares 4.00%
|
||
30,000 124 1,000 shares 3.33%
|
||
40,000 83 1,200 shares 3.00%
|
||
50,000 56 1,400 shares 2.80%
|
||
60,000 46 1,600 shares 2.67%
|
||
70,000 42 1,800 shares 2.57%
|
||
80,000 17 2,000 shares 2.50%
|
||
90,000 8 2,200 shares 2.44%
|
||
100,000 96 2,400 shares 2.40%
|
||
200,000 53 4,600 shares 2.30%
|
||
300,000 18 6,800 shares 2.27%
|
||
|
||
Total 17,592 Total number of Pool A successful applicants: 13,257
|
||
|
||
Pool B
|
||
400,000 151 16,400 shares 4.10%
|
||
500,000 19 20,200 shares 4.04%
|
||
600,000 6 24,000 shares 4.00%
|
||
700,000 11 27,800 shares 3.97%
|
||
800,000 1 31,600 shares 3.95%
|
||
900,000 2 35,200 shares 3.91%
|
||
948,800 36 37,000 shares 3.90%
|
||
|
||
Total 226 Total number of Pool B successful applicants: 226
|
||
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 9,488,000 Offer Shares,
|
||
representing 50% of the total number of Offer Shares initially available under the Global Offering.
|
||
|
||
|
||
--- page 21 ---
|
||
23
|
||
RESULTS OF ALLOCATIONS
|
||
The level of indications of interest in the International Offering, the level of applications in the
|
||
Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offer Shares
|
||
will be published on Wednesday, September 27, 2023 on the website of the Stock Exchange at
|
||
www.hkexnews.hk and the Company’s website at www.zx.com .
|
||
The results of allocations of the Hong Kong Public Offer Shares under the Hong Kong Public
|
||
Offering successfully applied for through the HK eIPO White Form service or through the
|
||
CCASS EIPO service, including the Hong Kong identity card numbers, passport numbers, Hong
|
||
Kong business registration numbers or certificate of incorporation numbers of successful applicants
|
||
(where applicable) and the number of Hong Kong Public Offer Shares, successfully applied for, will
|
||
be made available at the times and dates and in the manner specified below:
|
||
• in the announcement to be posted on the Company’s website and the Stock Exchange’s
|
||
website at www.zx.com and www.hkexnews.hk , respectively, by no later than 9:00 a.m. on
|
||
Wednesday, September 27, 2023. Please note that the list of identification document numbers
|
||
set out in this announcement may not be a complete list of successful applicants since only
|
||
successful applicants whose identification document numbers are provided to HKSCC by
|
||
CCASS Participants or via the HK eIPO White Form 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 Public Offer Shares
|
||
through their brokers or nominees can consult their brokers or nominees to enquire about their
|
||
application results;
|
||
• from “IPO Results” function in the IPO App or at www.hkeipo.hk/IPOResult (or
|
||
www.tricor.com.hk/ipo/result) with a “search by ID” function on a 24-hour basis from 8:00 a.m.
|
||
on Wednesday, September 27, 2023 to 12:00 midnight on Tuesday, October 3, 2023; and
|
||
• from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m.
|
||
and 6:00 p.m. from Wednesday, September 27, 2023 to Tuesday, October 3, 2023 (excluding
|
||
Saturday, Sunday and public holidays in Hong Kong).
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by HK eIPO White Form ”
|
||
in this announcement refer to Hong Kong identity card numbers/passport numbers/Hong Kong
|
||
business registration numbers/certificate of incorporation numbers/beneficial owner identification
|
||
codes (if such applications are made by nominees as agent for the benefit of another person)
|
||
whereas those displayed in the section headed “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS” in this announcement are provided by CCASS
|
||
Participants via CCASS. Therefore, the identification document numbers shown in the two sections
|
||
are different in nature.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by HK eIPO
|
||
White Form ” and “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS” are redacted and not all details of applications are disclosed in this
|
||
announcement.
|
||
|
||
|
||
--- page 22 ---
|
||
24
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International Offering is set out below:
|
||
• Top 1, 5, 10, 20 and 25 of the placees in the International Offering:
|
||
Placee(s) Subscription
|
||
Shares held
|
||
following the
|
||
Global
|
||
Offering
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
not exercised)
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
not exercised)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
not exercised)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
Top 1 2,284,800 2,284,800 24.08% 18.52% 12.04% 10.47% 0.43% 0.43%
|
||
Top 5 7,579,000 7,579,000 79.88% 61.45% 39.94% 34.73% 1.42% 1.41%
|
||
Top 10 10,635,600 10,635,600 112.10% 86.23% 56.05% 48.74% 1.99% 1.98%
|
||
Top 20 11,996,000 11,996,000 126.43% 97.26% 63.22% 54.97% 2.24% 2.23%
|
||
Top 25 12,162,200 12,162,200 128.19% 98.60% 64.09% 55.73% 2.28% 2.26%
|
||
• Top 1, 5, 10, 20 and 25 Shareholders upon Listing:
|
||
Shareholder(s) Subscription
|
||
Shares held
|
||
following the
|
||
Global
|
||
Offering
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
(1)
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
(1)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of the
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
fully exercised)
|
||
Top 1 — 264,263,000 0.00% 0.00% 0.00% 0.00% 49.45% 49.18%
|
||
Top 5 — 380,750,000 0.00% 0.00% 0.00% 0.00% 71.24% 70.87%
|
||
Top 10 — 470,963,918 0.00% 0.00% 0.00% 0.00% 88.12% 87.66%
|
||
Top 20 8,299,000 523,762,918 87.47% 67.28% 43.73% 38.03% 98.00% 97.48%
|
||
Top 25 11,023,600 526,487,518 116.18% 89.37% 58.09% 50.52% 98.51% 97.99%
|
||
Note:
|
||
(1) Represents the subscription level as a percentage of the total number of Shares allocated under the International Offering
|
||
without taking into account the subscription by successful applicants under the Hong Kong Public Offering.
|
||
In view of the high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded, and should exercise extreme
|
||
caution when dealing in Shares.
|