8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
1113 lines
45 KiB
Plaintext
1113 lines
45 KiB
Plaintext
--- page 1 ---
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1
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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
|
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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
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated April 9, 2026 (the “Prospectus ”) issued by Manycore Tech Inc. (the “Company ”).
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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 of the Company. This announcement is not a prospectus. Potential investors should read
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the Prospectus for detailed information about the Company and the Global Offering described below before deciding
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whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
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or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have not been, and
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will not be, registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged
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or otherwise transferred within the United States, except pursuant to an available exemption from, or in a transaction
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not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state
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securities laws. The Offer Shares are being offered and sold outside the United States in offshore transactions in
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reliance on Regulation S under the U.S. Securities Act, or in the United States to qualified institutional buyers in
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reliance on Rule 144A or any other available exemption from the registration requirements under the U.S. Securities
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Act.
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In connection with the Global Offering, J.P. Morgan Securities (Asia Pacific) Limited, as stabilizing manager (the
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“Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the extent
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permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts
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and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
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its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest
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of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days
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of the last day for lodging applications under the Hong Kong Public Offering (which is Thursday, May 14, 2026).
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Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period, which will begin on the Listing Date, and is expected to be brought to an end within 30
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days of the last day for lodging applications under the Hong Kong Public Offering (which is Thursday, May 14, 2026).
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After this date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the
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Shares, could fall.
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In connection with the Global Offering, J.P. Morgan Securities (Far East) Limited and CCB International Capital
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Limited act as the Joint Sponsors; and J.P. Morgan Securities (Asia Pacific) Limited and CCB International Capital
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Limited act as the Sponsor-Overall Coordinators and Overall Coordinators.
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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) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect
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upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements
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and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time prior to 8:00
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a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Friday, April 17, 2026).
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--- page 2 ---
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2
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Manycore Tech Inc.
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 160,619,000 Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 16,062,000 Shares
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Number of International Offer Shares : 144,557,000 Shares (subject to
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the Over-allotment Option)
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Final Offer Price : HK$7.62 per Share plus brokerage of 1.0%,
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SFC transaction levy of
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0.0027%, AFRC transaction levy of
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0.00015% and the Stock Exchange
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trading fee of 0.00565% (payable in full
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on application in Hong Kong dollars,
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subject to refund)
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Nominal value : US$0.000025 per Share
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Stock code : 00068
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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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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3
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Manycore Tech Inc.
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated April 9, 2026 (the “Prospectus ”) issued by
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Manycore Tech Inc. (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded and should exercise extreme
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caution when dealing in the Shares.
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SUMMARY
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Company information
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Stock code 00068
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Stock short name MANYCORE TECH
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Dealings commencement date April 17, 2026*
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*see note at the end of this announcement
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Price Information
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Final Offer Price HK$7.62
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Offer Price Range HK$6.72 - HK$7.62
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Offer Shares and Share Capital
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Number of Offer Shares 160,619,000
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Number of Offer Shares in Hong Kong Public Offering 16,062,000
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Number of offer shares in International Offering 144,557,000
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Number of issued shares upon Listing (before exercise of the
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Over-allotment Option) 1,700,106,840
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Over-allocation
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No. of Offer Shares over-allocated 24,092,500 Shares
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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--- page 4 ---
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4
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Proceeds
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Gross proceeds (before the exercise of the Over-allotment
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Option) (Note)
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HK$1,223.9 million
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Less: Estimated listing expenses payable based on final
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Offer Price
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HK$131.9 million
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Net proceeds HK$1,092.0 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” in the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus
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on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 240,700
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No. of successful applications 28,487
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Subscription level 1,590.56 times
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Reallocation No
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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16,062,000
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 16,062,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering (before the exercise of the Over-allotment
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Option)
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10%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can
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refer to http://www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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http://www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 107
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Subscription Level 14.46 times
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No. of Offer Shares initially available under the International
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Offering
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144,557,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering 0
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Final No. of Offer Shares under the International Offering
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(before the exercise of the Over-allotment Option)
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144,557,000
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% of Offer Shares under the International Offering to the Global
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Offering (before the exercise of the Over-allotment Option)
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90%
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--- page 6 ---
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6
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering to an
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existing minority Shareholder and a close associate of existing minority Shareholders, (i) none of
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the Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates;
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and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed
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to taking instructions from the Company, any of the Directors, chief executive of the Company,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition of
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Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor (1)
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No. of Offer
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Shares
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allocated as
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Cornerstone
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Investor (2)(3)
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% of Offer
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Shares
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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised)
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Existing
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shareholders
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or their close
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associates
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Taikang Life Insurance Co.,
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Ltd (ப
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ʮ̡) (“Taikang Life ”)
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13,369,500 8.32% 0.79% No
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Sunshine Life Insurance
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Corporation Limited
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(“Sunshine Life ”)
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10,284,000 6.40% 0.60% No
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GF Fund Management Co.,
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Ltd. (ࠢ
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ʮ̡) and GF International
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Investment Management
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Limited ( ᄿ೯ყ༟ପ၍
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ʮ̡ ) (together, “GF
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Fund”)
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8,227,000 5.12% 0.48% No
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REDWOOD ELITE
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LIMITED ( “Redwood ”)
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8,227,500 5.12% 0.48% No
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Mirae Asset Securities
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Co., Ltd. ( “Mirae Asset
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Securities ”)
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5,142,000 3.20% 0.30% No
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--- page 7 ---
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7
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Investor (1)
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No. of Offer
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Shares
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allocated as
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Cornerstone
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Investor (2)(3)
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% of Offer
|
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Shares
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(assuming
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the Over-
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allotment
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Option is not
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exercised)
|
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the
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Over-allotment
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Option is not
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exercised)
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Existing
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shareholders
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or their close
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associates
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RIME Capital Limited
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(“RIME”)
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5,142,000 3.20% 0.30% No
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Hesai Hong Kong Limited
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(“Hesai HK ”)
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3,085,000 1.92% 0.18% No
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Guohui (HK) Holdings Co.,
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Limited ( “Guohui HK ”)
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3,085,000 1.92% 0.18% No
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CR Construction Group
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Holdings Limited ( “CR
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Construction ”)
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3,085,000 1.92% 0.18% No
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Total 59,647,000 37.14% 3.51%
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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2. Rounded down to the nearest whole board lot of 500 Shares, and is calculated based on the exchange rate
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set out in the section headed “Information about this Prospectus and the Global Offering – Exchange Rate
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Conversion ” in the Prospectus.
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3. In addition to the Offer Shares subscribed for as Cornerstone Investors, Taikang Life, Sunshine Life,
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GF Fund, Mirae Asset Securities, RIME, Hesai HK, Guohui HK as well as CR Construction and/or their
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respective close associates (collectively, the “Size-based Exemption Participants ”), where applicable, were
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allocated further Offer Shares as placees in the International Offering. Please refer to the section headed
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“Allotment Results Details – International Offering – Allottees with Waiver/Consents Obtained ” in this
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announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-
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up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone
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Investors ” in this announcement.
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--- page 8 ---
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8
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ALLOTTEES WITH WAIVER/CONSENTS OBTAINED
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Investor
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No. of Offer
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Shares
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allocated as
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placee
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% of Offer
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||
Shares
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||
(assuming
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the Over-
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allotment
|
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Option is not
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exercised)
|
||
% of total
|
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issued
|
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Shares after
|
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the Global
|
||
Offering
|
||
(assuming
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the Over-
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||
allotment
|
||
Option is not
|
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exercised) Relationship
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Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations of further Shares to Cornerstone Investors and/or their close
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associate (Note 1)
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Taikang Life 8,227,500 5.12% 0.48% Cornerstone
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Investor
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Sunshine Life 6,125,000 3.81% 0.36% Cornerstone
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Investor
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GF Fund 8,227,000 5.12% 0.48% Cornerstone
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Investor
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Mirae Asset Securities 4,100,000 2.55% 0.24% Cornerstone
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Investor
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RIME 970,000 0.60% 0.06% Cornerstone
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||
Investor
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||
Hesai HK 2,020,000 1.26% 0.12% Cornerstone
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Investor
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||
Guohui HK 2,020,000 1.26% 0.12% Cornerstone
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Investor
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Zhejiang Construction
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International Limited
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(“Zhejiang
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Construction ”) (Note 2)
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3,085,000 1.92% 0.18% Close
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associate of
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Cornerstone
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Investor
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Notes:
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1. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
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Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
|
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Results Details { Cornerstone Investors ” in this announcement. For details of the consent under paragraph
|
||
18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further Shares to
|
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the Cornerstone Investors and/or their respective close associates, please refer to the section headed “Others/
|
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Additional Information – Allocations of Offer Shares to the Cornerstone Investors and/or their respective
|
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close associates with a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants ”
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in this announcement.
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2. Zhejiang Construction is a close associate of CR Construction, a Cornerstone Investor.
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--- page 9 ---
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9
|
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Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
|
||
Guide for New Listing Applicants in relation to allocations to connected clients (1)
|
||
ABCI Asset Management
|
||
Limited ( “ABCI AM ”)
|
||
1,020,000 0.64% 0.06% ABCI AM,
|
||
ABCI Capital
|
||
Limited and
|
||
ABCI Securities
|
||
Company
|
||
Limited are
|
||
group companies
|
||
within the same
|
||
group
|
||
Guotai Junan Investments
|
||
(Hong Kong) Limited
|
||
(“GTJA Investments ”)
|
||
6,125,000 3.81% 0.36% GTJA
|
||
Investments
|
||
is a member
|
||
of the same
|
||
group as Guotai
|
||
Junan Securities
|
||
(Hong Kong)
|
||
Limited ( “GTJA
|
||
Securities ”)
|
||
Note:
|
||
1. For details of the consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations to
|
||
connected clients, please refer to the section headed “Others/Additional Information – Placing to connected
|
||
clients with a prior consent under paragraph 1C(1) of the Placing Guidelines ” in this announcement.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
|
||
under paragraph 1C(2) of the Placing Guidelines in relation to subscription for Shares by an
|
||
existing minority Shareholder and a close associate of existing minority Shareholders (1)
|
||
Linear Venture, Ltd.
|
||
( “Linear Venture ”)
|
||
1,520,000 0.95% 0.09% An existing
|
||
shareholder
|
||
WONDER EDGE
|
||
HOLDING LIMITED
|
||
(“Wonder Edge ”)(2)
|
||
1,020,000 0.64% 0.06% A close associate
|
||
of existing
|
||
shareholders
|
||
Note:
|
||
1. The number of Offer Shares allocated to the relevant existing minority Shareholder and the relevant close
|
||
associate of existing minority Shareholders listed in this subsection only represents the number of Offer
|
||
Shares allocated to them as placees in the International Offering. For details of the consent under Rule 10.04
|
||
of the Listing Rules and paragraph 1C(2) of the Placing Guidelines in relation to allocations of further Shares
|
||
to an existing minority Shareholder and a close associate of existing minority Shareholders, please refer to
|
||
the section headed “Others/Additional Information – Allocations of Offer Shares to an existing minority
|
||
Shareholder and a close associate of existing minority Shareholders with a consent under Rule 10.04 of the
|
||
Listing Rules and paragraph 1C(2) of the Placing Guidelines ” in this announcement.
|
||
2. Planetree Partners I, L.P. ( “Planetree Partners ”), EXC Investment LLC ( “EXC Investment ”) and Planetree
|
||
EXC Investment LLC ( “Planetree EXC Investment ”) are the existing shareholders of the Company, which
|
||
hold approximately 1.05%, 0.45% and 0.62% of the total issued share capital of the Company immediately
|
||
prior to the Global Offering respectively. Wonder Edge is ultimately controlled by Ng Yipin and therefore is
|
||
a close associate of each of Planetree Partners, EXC Investment and Planetree EXC Investment.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
LOCK-UP UNDERTAKINGS
|
||
Warranting Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertaking 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
|
||
undertaking (2)
|
||
Mr. Huang (1) 238,000,000 14.00% October 16, 2026
|
||
Wintermatch
|
||
International Limited
|
||
(“Wintermatch ”)(1)
|
||
238,000,000 14.00% October 16, 2026
|
||
Notes:
|
||
1 . Wintermatch is wholly-owned by Mr. Huang. Accordingly, Mr. Huang is deemed to be interested in the
|
||
Shares held by Wintermatch.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to voluntary undertaking made
|
||
under the Hong Kong Underwriting Agreement.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Pre-IPO Investors
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company
|
||
subject to lock-up
|
||
undertaking 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
|
||
undertaking (1)
|
||
Mountain Glacier Investments
|
||
Ltd.
|
||
17,000,000 1.00% October 16, 2026
|
||
Aquanauts 3820 III L.P. 2,659,560 0.16% October 16, 2026
|
||
IDG Technology Venture
|
||
Investment IV, L.P.
|
||
120,000,000 7.06% October 16, 2026
|
||
IDG Technology Venture
|
||
Investment V, L.P.
|
||
78,589,226 4.62% October 16, 2026
|
||
New Gultar Limited 17,892,733 1.05% October 16, 2026
|
||
GGV Capital V L.P. 170,989,568 10.06% October 16, 2026
|
||
GGV Capital V Entrepreneurs
|
||
Fund L.P.
|
||
6,275,341 0.37% October 16, 2026
|
||
MPC III L.P. 40,485,720 2.38% October 16, 2026
|
||
MPC III-A L.P. 4,498,400 0.26% October 16, 2026
|
||
Shanghai Yuanyan Enterprise
|
||
Management Consulting
|
||
Partnership (Limited
|
||
Partnership)
|
||
15,718,514 0.92% October 16, 2026
|
||
Shunwei Growth III Limited 133,307,402 7.84% October 16, 2026
|
||
Astrend Opportunity III Alpha
|
||
Limited
|
||
16,740,800 0.98% October 16, 2026
|
||
HH SUM-I Holdings Limited 193,925,726 11.41% October 16, 2026
|
||
HES VENTURES I, INC. 20,685,120 1.22% October 16, 2026
|
||
HEARST VENTURES, INC. 13,888,371 0.82% October 16, 2026
|
||
Planetree Partners I, L.P. 16,137,037 0.95% October 16, 2026
|
||
EXC Investment LLC 6,972,018 0.41% October 16, 2026
|
||
Planetree EXC Investment
|
||
LLC
|
||
9,570,104 0.56% October 16, 2026
|
||
Coatue PE Asia 36 LLC 53,678,200 3.16% October 16, 2026
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company
|
||
subject to lock-up
|
||
undertaking 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
|
||
undertaking (1)
|
||
Coatue PE Asia 73 LLC 50,222,401 2.95% October 16, 2026
|
||
QINGTING INVESTMENTS
|
||
PTE. LTD.
|
||
19,207,311 1.13% October 16, 2026
|
||
Linear Venture, Ltd. 1,477,485 0.09% October 16, 2026
|
||
Total 1,009,921,037 59.40%
|
||
Notes:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to voluntary undertaking.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Existing Shareholders (other than the Warranting Shareholders and the Pre-IPO Investors)
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company
|
||
subject to lock-up
|
||
undertaking 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
|
||
undertaking (1)
|
||
Ineffable International Limited 170,000,000 10.00% October 16, 2026
|
||
Peekaboo International
|
||
Limited
|
||
65,000,000 3.82% October 16, 2026
|
||
Wide Future Group Limited 56,566,803 3.33% October 16, 2026
|
||
Total 291,566,803 17.15%
|
||
Note:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to voluntary undertaking.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Cornerstone Investors
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company
|
||
subject to lock-up
|
||
undertaking 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
|
||
undertaking (1)
|
||
Taikang Life 13,369,500 0.79% October 16, 2026
|
||
Sunshine Life 10,284,000 0.60% October 16, 2026
|
||
GF Fund 8,227,000 0.48% October 16, 2026
|
||
Redwood 8,227,500 0.48% October 16, 2026
|
||
Mirae Asset Securities 5,142,000 0.30% October 16, 2026
|
||
RIME 5,142,000 0.30% October 16, 2026
|
||
Hesai HK 3,085,000 0.18% October 16, 2026
|
||
Guohui HK 3,085,000 0.18% October 16, 2026
|
||
CR Construction 3,085,000 0.18% October 16, 2026
|
||
Total 59,647,000 3.51%
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on October
|
||
16, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or trading the Shares
|
||
subscribed pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees (1)
|
||
Number
|
||
of Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
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 in full)
|
||
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 in full)
|
||
Top 1 21,597,000 14.94% 12.81% 13.45% 11.69% 21,597,000 1.27% 1.25%
|
||
Top 5 73,952,000 51.16% 43.85% 46.04% 40.04% 73,952,000 4.35% 4.29%
|
||
Top 10 106,286,500 73.53% 63.02% 66.17% 57.54% 106,286,500 6.25% 6.16%
|
||
Top 25 156,251,500 108.09% 92.65% 97.28% 84.59% 190,408,144 11.20% 11.04%
|
||
Note:
|
||
1. Ranking of placees is based on the number of Shares allotted to the places.
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders (1)
|
||
Number
|
||
of Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
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 in full)
|
||
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 in full)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 238,000,000 14.00% 13.80%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 1,011,391,108 59.49% 58.66%
|
||
Top 10 0 0.00% 0.00% 0.00% 0.00% 1,431,890,834 84.22% 83.05%
|
||
Top 25 112,411,500 77.76% 66.65% 69.99% 60.86% 1,647,762,295 96.92% 95.57%
|
||
Note:
|
||
1. Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Number
|
||
of Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications
|
||
Pool A Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of Shares
|
||
applied forBasis of allocation/ballot
|
||
500 91,751 2,753 out of 91,751 to receive 500 Shares 3.00%
|
||
1,000 34,753 1,197 out of 34,753 to receive 500 Shares 1.72%
|
||
1,500 7,568 266 out of 7,568 to receive 500 Shares 1.17%
|
||
2,000 5,385 193 out of 5,385 to receive 500 Shares 0.90%
|
||
2,500 5,298 194 out of 5,298 to receive 500 Shares 0.73%
|
||
3,000 3,315 124 out of 3,315 to receive 500 Shares 0.62%
|
||
3,500 2,219 85 out of 2,219 to receive 500 Shares 0.55%
|
||
4,000 2,318 91 out of 2,318 to receive 500 Shares 0.49%
|
||
4,500 1,657 66 out of 1,657 to receive 500 Shares 0.44%
|
||
5,000 21,000 850 out of 21,000 to receive 500 Shares 0.40%
|
||
10,000 9,022 429 out of 9,022 to receive 500 Shares 0.24%
|
||
15,000 4,518 246 out of 4,518 to receive 500 Shares 0.18%
|
||
20,000 3,185 196 out of 3,185 to receive 500 Shares 0.15%
|
||
25,000 2,848 196 out of 2,848 to receive 500 Shares 0.14%
|
||
30,000 2,245 170 out of 2,245 to receive 500 Shares 0.13%
|
||
35,000 1,562 130 out of 1,562 to receive 500 Shares 0.12%
|
||
40,000 1,742 157 out of 1,742 to receive 500 Shares 0.11%
|
||
45,000 1,192 116 out of 1,192 to receive 500 Shares 0.11%
|
||
50,000 6,543 682 out of 6,543 to receive 500 Shares 0.10%
|
||
100,000 4,511 787 out of 4,511 to receive 500 Shares 0.09%
|
||
150,000 3,158 773 out of 3,158 to receive 500 Shares 0.08%
|
||
200,000 2,289 721 out of 2,289 to receive 500 Shares 0.08%
|
||
250,000 1,943 749 out of 1,943 to receive 500 Shares 0.08%
|
||
300,000 1,543 703 out of 1,543 to receive 500 Shares 0.08%
|
||
350,000 1,166 613 out of 1,166 to receive 500 Shares 0.08%
|
||
400,000 1,115 665 out of 1,115 to receive 500 Shares 0.07%
|
||
450,000 761 508 out of 761 to receive 500 Shares 0.07%
|
||
500,000 1,247 920 out of 1,247 to receive 500 Shares 0.07%
|
||
600,000 1,686 1,482 out of 1,686 to receive 500 Shares 0.07%
|
||
227,540 Total number of Pool A successful applicants: 16,062
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Number
|
||
of Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of Shares
|
||
applied forBasis of allocation/ballot
|
||
700,000 4,684 4,076 out of 4,684 to receive 500 Shares 0.06%
|
||
800,000 1,513 1,386 out of 1,513 to receive 500 Shares 0.06%
|
||
900,000 908 500 Shares 0.06%
|
||
1,000,000 3,068 500 Shares plus 70 out of 3,068 to receive additional 500 Shares 0.05%
|
||
2,000,000 1,365 500 Shares plus 636 out of 1,365 to receive additional 500 Shares 0.04%
|
||
3,000,000 573 1,000 Shares 0.03%
|
||
4,000,000 283 1,000 Shares plus 108 out of 283 to receive additional 500 Shares 0.03%
|
||
5,000,000 187 1,000 Shares plus 158 out of 187 to receive additional 500 Shares 0.03%
|
||
6,000,000 96 1,500 Shares 0.03%
|
||
7,000,000 79 1,500 Shares plus 60 out of 79 to receive additional 500 Shares 0.03%
|
||
8,031,000 404 2,000 Shares 0.02%
|
||
13,160 Total number of Pool B successful applicants: 12,425
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that 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 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
|
||
Allocations of Offer Shares to the Cornerstone Investors and/or their respective close
|
||
associates with a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing
|
||
Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
18 of Chapter 4.15 of the Guide to permit the Company to allocate further Offer Shares in the
|
||
International Offering to the Size-based Exemption Participants as placees, subject to the following
|
||
conditions:
|
||
(a) the final offering size of the Global Offering (assuming the Over-allotment Option is not
|
||
exercised) exceeds the minimum offering size requirement of HK$1 billion in order for a
|
||
size-based exemption to be granted;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under this exemption do not exceed
|
||
30% of the total number of Offer Shares offered under the Global Offering;
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
(c) the Company does not have any controlling shareholder, and each Director and chief
|
||
executive of the Company has confirmed that no Offer Shares in the Global Offering have
|
||
been allocated to him/her or his/her respective close associates pursuant to the size-based
|
||
exemption referred to in this submission;
|
||
(d) the allocation to the Size-based Exemption Participants will not affect the Company ’s ability
|
||
to satisfy the minimum public float requirement under Rule 8.08(1) of the Listing Rules; and
|
||
(e) the details of the allocation to the Size-based Exemption Participants will be disclosed in the
|
||
allotment results announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange. For details of the allocations of Offer Shares to the Cornerstone
|
||
Investors and/or their close associates, please refer to the section headed “Allotment Results
|
||
Details – Allottees with Waiver/Consents Obtained ” in this announcement .
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate the
|
||
Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares
|
||
to such connected clients is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange. Details of the placement to connected clients are set out below:
|
||
No. Connected Distributor Connected Client Relationship
|
||
Whether the
|
||
connected client will
|
||
hold the beneficial
|
||
interests of the Offer
|
||
Shares on a non-
|
||
discretionary basis or
|
||
discretionary basis
|
||
for independent third
|
||
parties
|
||
Number of
|
||
Offer Shares
|
||
to be allocated
|
||
to the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
connected client
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. ABCI Capital Limited
|
||
(“ABCI Capital ”)
|
||
and ABCI Securities
|
||
Company Limited
|
||
(“ABCI Securities ”)
|
||
ABCI Asset
|
||
Management Limited
|
||
(“ABCI AM ”)(1)
|
||
ABCI AM, ABCI
|
||
Capital and ABCI
|
||
Securities are group
|
||
companies within the
|
||
same group
|
||
Discretionary basis 1,020,000 0.64% 0.06%
|
||
2. Guotai Junan Securities
|
||
(Hong Kong) Limited
|
||
(“GTJA Securities ”)
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited ( “GTJA
|
||
Investments ”)(2)
|
||
GTJA Investments is
|
||
a member of the
|
||
same group as GTJA
|
||
Securities
|
||
Non-discretionary basis 6,125,000 3.81% 0.36%
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Notes:
|
||
1. ABCI AM is a member of the same group of companies as ABCI Capital and ABCI Securities, and ABCI AM is
|
||
therefore a “connected client ” of ABCI Capital and ABCI Securities.
|
||
ABCI AM intends to hold the Offer Shares in its capacity as manager managing investment portfolios on behalf
|
||
of underlying investors (the “ABCI AM Ultimate Clients ”) who are independent third parties on a discretionary
|
||
basis.
|
||
To the best knowledge of ABCI AM, each of the ABCI AM Ultimate Clients is an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, ABCI Capital, ABCI Securities and the companies which
|
||
are members of the same group of companies as ABCI Capital and ABCI Securities.
|
||
ABCI AM also confirms that it will not hold any Offer Shares placed to it on a proprietary basis for itself or for
|
||
any group member of ABCI, and the Offer Shares will be held by it on behalf of independent third parties.
|
||
2. GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of a
|
||
back-to-back total return swap transaction (the “GTHT Back-to-back TRS ”) to be entered into between GTJA
|
||
Investments and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent ”) in connection with the
|
||
total return swap order (the “GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and the ultimate
|
||
client (the “GTHT Onshore Ultimate Client ”), respectively. Such GTHT Client TRS is to be fully funded
|
||
by the GTHT Onshore Ultimate Client. GTJA Investments will hold the Offer Shares on a non-discretionary
|
||
basis for the purpose of hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client
|
||
TRS only, During the tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed
|
||
to the GTHT Onshore Ultimate Client and all economic losses shall be borne by the GTHT Onshore Ultimate
|
||
Client, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and GTJA
|
||
Investments will not take part in any economic return or bear any economic loss in relation to the price of the
|
||
Offer Shares. The GTHT Onshore Ultimate Client may request to redeem the Offer Shares at its own discretion,
|
||
upon which GTJA Investments shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and
|
||
GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-to-back TRS and
|
||
GTHT Client TRS documents. Due to its internal policy, GTJA Investments will not exercise the voting right
|
||
attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge of GTJA Investments and after making all reasonable enquiries, (i) each of the GTHT
|
||
Onshore Ultimate Client and the ultimate beneficial owner(s) holding 30% or more interest of the GTHT
|
||
Onshore Ultimate Client is an independent third party of GTJA Investments, GTJA Securities and the companies
|
||
which are members of the same group of companies as GTJA Securities, and (ii) GTJA Investments is not a
|
||
collective investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on
|
||
behalf of such scheme. For the Stock Exchange ’s information, the GTHT Onshore Ultimate Client is a domestic
|
||
private fund, Duxi Bingtai Renaissance No. 18 Private Securities Investment Fund ( ጙဢາइ˖ᖵూጳ 18 ӷ
|
||
ږmanaged by Shanghai Duxi Bingtai Private Equity Fund Management Co., Ltd. ( ɪऎጙဢ
|
||
ʮ̡ ) ( “Shanghai Duxi Bingtai ”) on a discretionary basis, with investment decisions
|
||
independently made by Shanghai Duxi Bingtai ’s fund managers. Shanghai Duxi Bingtai is held by Tang Fuquan
|
||
(၅Ό) and Liu Jie ( ᄎᆎ) as to 99.00% and 1.00%, respectively.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Allocations of Offer Shares to an existing minority Shareholder and a close associate of
|
||
existing minority Shareholders with a consent under Rule 10.04 of the Listing Rules and
|
||
paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, consent
|
||
under Rule 10.04 of the Listing Rules and paragraph 1C(2) of the Placing Guidelines to permit
|
||
the Company to allocate the Offer Shares in the International Offering to an existing minority
|
||
Shareholder and a close associate of existing minority Shareholders as placees, subject to the
|
||
following conditions:
|
||
(a) each of (i) Linear Venture; and (ii) Planetree Partners, EXC Investment LLC and Planetree
|
||
EXC Investment LLC (together, the “Permitted Existing Shareholders ”) (on an aggregate
|
||
basis), holds less than 5% of the Company ’s voting rights prior to the Listing;
|
||
(b) each of the Permitted Existing Shareholders is not and will not be, a core connected person of
|
||
our Company or any close associate of any such core connected person immediately prior to
|
||
or following the Global Offering;
|
||
(c) each of the Permitted Existing Shareholders does not have the power to appoint any Director
|
||
and/or have any other special rights;
|
||
(d) allocation to Linear Venture and Wonder Edge will not affect the Company ’s ability to
|
||
satisfy the public float requirement under Rule 8.08 of the Listing Rules;
|
||
(e) no preferential treatment has been, nor will be, given to Linear Venture or Wonder Edge by
|
||
virtue of their relationship with the Company in any allocation in the International Offering;
|
||
and
|
||
(f) each of the Company, the Joint Sponsors and the Overall Coordinators will provide the Stock
|
||
Exchange with written confirmations in accordance with Chapter 4.15 of the Guide.
|
||
The allocation of Offer Shares to the existing Shareholders and/or their close associates as placees
|
||
is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to the existing Shareholders and/or their close
|
||
associates, please refer to the section headed “Allotment Results Details – Allottees with Waivers/
|
||
Consents Obtained ” in this announcement .
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The 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 liability 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, 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, and is not intended to, constitute or form a
|
||
part of any offer to sell or solicitation to purchase or subscribe for any securities in the United
|
||
States or in any other jurisdiction. The Offer Shares have not been, and will not be, registered
|
||
under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”)
|
||
or securities law of any state or other jurisdiction of the United States and may not be offered,
|
||
sold, pledged or otherwise transferred within the United States, except pursuant to an available
|
||
exemption from, or in a transaction not subject to, the registration requirements of the U.S.
|
||
Securities Act and in compliance with any applicable state securities laws. There will be no
|
||
public offer of the Offer Shares in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions
|
||
in reliance on Regulation S under the U.S. Securities Act, or in the United States to qualified
|
||
institutional buyers in reliance on Rule 144A or any other available exemption from the
|
||
registration requirements under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an offer or an
|
||
invitation to induce an offer by any person to acquire, purchase or subscribe for any securities
|
||
of the Company. This announcement is not a prospectus. Potential investors should read the
|
||
Prospectus dated April 9, 2026 issued by the Company for detailed information about the
|
||
Company and the Global Offering described below before deciding whether or not to invest in
|
||
the Shares. Any investment decision in relation to the Offer Shares should be taken solely in
|
||
reliance on the information provided in the Prospectus.
|
||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the
|
||
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the section headed “Underwriting { Underwriting Arrangements and Expenses
|
||
{ Hong Kong Public Offering { 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 Friday,
|
||
April 17, 2026).
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, approximately 35.34% of our total issued
|
||
Shares upon the completion of the Global Offering (before any exercise of the Over-allotment
|
||
Option) will be counted towards public float, which is higher than the prescribed percentage of
|
||
Shares required to be held in public hands of 15% which is the minimum prescribed public float
|
||
percentage applicable to our Shares under Rule 8.08 of the Listing Rules, thereby satisfying Rule
|
||
8.08(1) of the Listing Rules at the time of the Listing.
|
||
Based on the final Offer Price of HK$7.62 per Share, the Company satisfies the free float
|
||
requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||
immediately after the Global Offering; (ii) there will not be any new substantial Shareholder under
|
||
the Listing Rules immediately after the Global Offering; (iii) the three largest public shareholders
|
||
of the Company 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 Listing Rules; and (iv) there will be at least 300
|
||
Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time)
|
||
on Friday, April 17, 2026, provided that the Global Offering has become unconditional and
|
||
the right of termination described in the section headed “Underwriting { Underwriting
|
||
Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in
|
||
the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share
|
||
certificates or the Share certificates becoming valid evidence of title do so entirely at their own
|
||
risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Friday, April 17, 2026, it is expected that dealings in the Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Friday, April 17, 2026. The Shares will be traded in board lots of
|
||
500 Shares each. The stock code of the Shares will be 00068.
|
||
By order of the Board
|
||
Manycore Tech Inc.
|
||
Mr. Huang Xiaohuang
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, April 16, 2026
|
||
Directors and proposed directors of the Company named in the application to which this
|
||
announcement relates are: (i) Mr. Huang Xiaohuang, Mr. Chen Hang, Mr. Zhu Hao and Mr. Shen
|
||
Bei as executive Directors; (ii) Mr. Foo Ji-xun and Mr. Tan Zhiqian as non-executive Directors;
|
||
and (iii) Ms. Chen Lianqing, Mr. Ge Ke and Mr. Yeung Kwok On as proposed independent non-
|
||
executive Directors.
|