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.
4104 lines
98 KiB
Plaintext
4104 lines
98 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 Wednesday, December 31, 2025 (the “Prospectus ”) of MiniMax Group Inc. (the
|
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“Company ”).
|
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
|
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by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
|
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prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
|
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below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
|
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Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
|
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of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
|
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not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
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where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
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subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been and will not
|
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be registered under the U.S. Securities Act or any state securities laws in the United States and may not be offered,
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sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined
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in Regulation S under the U.S. Securities Act), except in transactions exempt from, or not subject to, the registration
|
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requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (1) solely to qualified institutional
|
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buyers as defined in Rule 144A in reliance on Rule 144A or another exemption from, or in a transaction not subject
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to, registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on
|
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Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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the stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
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over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class A Ordinary
|
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Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
|
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there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
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Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
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person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best
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interest of our Company, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30
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days after the last day for lodging applications under the Hong Kong Public Offering (which is Thursday, February 5,
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2026). Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each
|
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case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures
|
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(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and
|
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Futures 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 Class A
|
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Ordinary Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on
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Thursday, February 5, 2026, the 30th day after the last day for the lodging of applications under the Hong Kong Public
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||
Offering. After this date, when no further stabilizing action may be taken, demand for the Class A Ordinary Shares,
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and therefore the price of the Class A Ordinary Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
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Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
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obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
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events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public
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Offering – Hong Kong Underwriting Agreement – 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, January 9, 2026).
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--- page 2 ---
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2
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MiniMax Group Inc.
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(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 29,197,600 Offer Shares (taking into
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account the full exercise of the Offer Size
|
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 5,077,860 Offer Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 24,119,740 Offer Shares (taking into
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account the full exercise of the Offer
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Size Adjustment Option, as adjusted
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after reallocation and subject to the
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Over-allotment Option)
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Final Offer Price : HK$165.00 per Offer Share, plus
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brokerage of 1%, SFC transaction levy
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of 0.0027%, Stock Exchange trading fee
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of 0.00565% and AFRC transaction levy
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of 0.00015% (payable in full on
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application in Hong Kong dollars and
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subject to refund)
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Nominal value : US$0.0001 per Offer Share
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Stock code : 0100
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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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(in alphabetical order)
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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--- page 3 ---
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3
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MiniMax Group Inc.
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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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 Class A Ordinary Shares
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could move substantially even with a small number of the Class A Ordinary Shares traded and should
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exercise extreme caution when dealing in the Class A Ordinary Shares.
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SUMMARY
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Company information
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Stock code 0100
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Stock short name MINIMAX - WP
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Dealings commencement date January 9, 2026*
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*see note at the end of the announcement
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Price Information
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Final Public Offer Price and International Offer Price (the
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“Offer Price”)
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HK$165.00
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Offer Price Range HK$151.00 - HK$165.00
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Offer Shares and Share Capital
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Number of Offer Shares (after full exercise of the Offer Size
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Adjustment Option)
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29,197,600
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Final Number of Offer Shares in Public Offer (after
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reallocation)
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5,077,860
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Final Number of Offer Shares in International Offer ( after
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reallocation and the full exercise of the Offer Size
|
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Adjustment Option)
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24,119,740
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Number of issued Shares upon Listing (before exercise of the
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Over-allotment Option)
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309,255,668
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The number of Offer Shares above is determined after taking into account the additional Offer Shares issued
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under the following Offer Size Adjustment Option.
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 3,808,380
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- Public Offer 0
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- International Offer 3,808,380
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing
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and allotting 3,808,380 additional Offer Shares, representing approximately 15% of the total number of
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Offer Shares initially available under the Global Offering, at the final Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 4,379,640
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- International Offer 4,379,640
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Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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--- page 4 ---
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4
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combination of these means. In the event the Over -allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$4,817.6 million
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Less: Estimated listing expenses payable based on final
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Offer Price
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HK$(221.5) million
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Net proceeds HK$4,596.1 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
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and the exercise of the Over- allotment Option (if any) for the purposes as set out in the section headed
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“Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 417,646
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No. of successful applications 104,901
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Subscription level 1,837.17 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 1,269,480
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No. of Offer Shares reallocated from the International Offer (claw-
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back)
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3,808,380
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Final no. of Offer Shares under the Public Offer (after reallocation) 5,077,860
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% of Offer Shares under the Public Offer to the Global Offering
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(after the full exercise of the Offer Size Adjustment Option)
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17.4%
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Note: For details of the final allocation of Offer Shares to the Public Offer , investors can refer to
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www.hkeipo.hk/iporesult to perform a search by identification number or www.hkeipo.hk/iporesult for the full
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list of allottees.
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INTERNATIONAL OFFER
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No. of placees 376
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Subscription level (before taking into account the Offer Size
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Adjustment Option)
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36.76 times
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No. of Offer Shares initially available under the International Offer 24,119,740
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No. of Offer Shares reallocated to the Public Offer (claw-back) 3,808,380
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Final no. of Offer Shares under the International Offer (after
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reallocation and the full exercise of the Offer Size Adjustment
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Option)
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24,119,740
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% of Offer Shares under the International Offer to the Global
|
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Offering (after the full exercise of the Offer Size Adjustment
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Option)
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82.6%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from strict
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compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C (2) of Appendix F1 to the
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Listing Rules (the “ Placing Guidelines ”) granted by the Stock Exchange to permit Offer Shares in the
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International Offering to be placed to certain existing minority shareholders and/or their close associates, (i)
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none of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by
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the Company, any of the Directors, chief executive of the Company, Controlling Shareholder s, substantial
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Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close
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associates; 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, Controlling
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Shareholders, substantial Shareholders , existing Shareholders of the Company or any of its subsidiari es or
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their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Class
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A Ordinary Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offer include the following:
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Cornerstone Investors
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Investor
|
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No. of
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Offer
|
||
Shares
|
||
allocated
|
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% of Offer
|
||
Shares (after
|
||
taking into
|
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account the full
|
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary Shares
|
||
(after taking
|
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into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
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shareholders
|
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or their close
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associates
|
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Abu Dhabi
|
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Investment
|
||
Authority
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(“ADIA”) 3,065,040 10.50% 1.34% 0.99% No
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Alisoft China
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||
Holding Limited
|
||
(“Alisoft China”) 1,414,640 4.85% 0.62% 0.46% Yes
|
||
Aspex Master
|
||
Fund 1,650,400 5.65% 0.72% 0.53% Yes
|
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Abstract Enigma
|
||
Limited 1,650,400 5.65% 0.72% 0.53% Yes
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China Universal
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Asset
|
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Management
|
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(Hong Kong)
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Company Limited
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(“China
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Universal (HK)”) 707,320 2.42% 0.31% 0.23% No
|
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|
||
|
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--- page 6 ---
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6
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|
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Investor
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No. of
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Offer
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Shares
|
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allocated
|
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% of Offer
|
||
Shares (after
|
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taking into
|
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account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary Shares
|
||
(after taking
|
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into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
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shareholders
|
||
or their close
|
||
associates
|
||
Eastspring
|
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Investments
|
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(Singapore)
|
||
Limited
|
||
(“Eastspring”) 707,320 2.42% 0.31% 0.23% No
|
||
E Fund
|
||
Management Co.,
|
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Ltd. (“E Fund
|
||
Management”) 471,540 1.61% 0.21% 0.15% No
|
||
IDG Breyer
|
||
Capital Fund L.P.
|
||
(“IDG Breyer
|
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Fund”) 707,320 2.42% 0.31% 0.23% Yes
|
||
Janchor Partners
|
||
Pan-Asian Master
|
||
Fund and Janchor
|
||
Partners
|
||
Opportunities
|
||
Master Fund III
|
||
(“Janchor
|
||
Funds”) 1,650,400 5.65% 0.72% 0.53% Yes
|
||
Martis Fund, L.P. 707,320 2.42% 0.31% 0.23% No
|
||
Mirae Asset
|
||
Securities Co.,
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Ltd. (“Mirae
|
||
Asset Securities”) 943,080 3.23% 0.41% 0.30% No
|
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MPC VII Pte. Ltd.
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(“MPC VII”) 707,320 2.42% 0.31% 0.23% Yes
|
||
Perseverance
|
||
Asset
|
||
Management
|
||
International
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(Singapore) Pte.
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Ltd.
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(“Perseverance 1,178,860 4.04% 0.52% 0.38% No
|
||
|
||
|
||
--- page 7 ---
|
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7
|
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|
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|
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Investor
|
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No. of
|
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Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary Shares
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
Asset
|
||
Management”)
|
||
Taikang Life
|
||
Insurance Co., Ltd
|
||
(“Taikang Life”) 943,080 3.23% 0.41% 0.30% No
|
||
Total 16,504,040 56.53% 7.23% 5.34%
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
|
||
|
||
Allotees with Waivers/Consents Obtained
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
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 Offer Shares by existing
|
||
minority shareholders and/or its close associates as cornerstone investors and placees Note 1
|
||
Cornerstone Investors
|
||
Alisoft China 1,414,640 4.85% 0.62% 0.46% A cornerstone
|
||
investor and an
|
||
existing
|
||
minority
|
||
shareholder
|
||
Aspex Master
|
||
Fund
|
||
1,650,400 5.65% 0.72% 0.53% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Abstract Enigma
|
||
Limited
|
||
1,650,400 5.65% 0.72% 0.53% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
IDG Breyer Fund 707,320 2.42% 0.31% 0.23% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Janchor Funds 1,650,400 5.65% 0.72% 0.53% A cornerstone
|
||
investor and an
|
||
existing
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
minority
|
||
shareholder
|
||
MPC VII 707,320 2.42% 0.31% 0.23% A cornerstone
|
||
investor and an
|
||
existing
|
||
minority
|
||
shareholder
|
||
Placees
|
||
Planetree Existing Shareholders and their close associate
|
||
Planetree
|
||
Partners III, L.P.
|
||
120 0.00% 0.00% 0.00% A placee and an
|
||
existing
|
||
minority
|
||
shareholder
|
||
Planetree
|
||
Partners III -A,
|
||
L.P.
|
||
20 0.00% 0.00% 0.00% A placee and an
|
||
existing
|
||
minority
|
||
shareholder
|
||
Farseer L.P. 120 0.00% 0.00% 0.00% A placee and a
|
||
close associate
|
||
of Planetree
|
||
Partners III,
|
||
L.P., Planetree
|
||
Partners III -A,
|
||
L.P. and
|
||
Planetree
|
||
PARTNERS
|
||
HARVEST l,
|
||
L.P.
|
||
Subtotal 260 0.00% 0.00% 0.00% -
|
||
China Orient and its close associate
|
||
China Orient
|
||
Enhanced
|
||
Income Fund
|
||
8,500 0.03% 0.00% 0.00% A placee and an
|
||
existing
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
(“China
|
||
Orient”)
|
||
minority
|
||
shareholder
|
||
China Orient
|
||
Multi-Strategy
|
||
Master Fund
|
||
7,100 0.02% 0.00% 0.00% A placee and a
|
||
close associate
|
||
of existing
|
||
minority
|
||
shareholders
|
||
Subtotal 15,600 0.05% 0.01% 0.00% -
|
||
Close associates of MNM Holdings Limited and XAM Holdings Limited
|
||
Hillhouse
|
||
Investment
|
||
Management
|
||
Limited
|
||
238,160 0.82% 0.10% 0.08% A placee and a
|
||
close associate
|
||
of existing
|
||
minority
|
||
shareholders
|
||
HHLR Advisors,
|
||
Ltd.
|
||
238,140 0.82% 0.10% 0.08% A placee and a
|
||
close associate
|
||
of existing
|
||
minority
|
||
shareholders
|
||
Subtotal 476,300 1.63% 0.21% 0.15% -
|
||
VitalFamily II
|
||
Limited
|
||
2,360 0.01% 0.00% 0.00% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
HCEP
|
||
Management
|
||
Limited
|
||
23,560 0.08% 0.01% 0.01% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
CICC Financial
|
||
Trading Limited
|
||
in connection
|
||
24,760 0.08% 0.01% 0.01% A placee and a
|
||
close associate
|
||
of existing
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
with the CICCFT
|
||
OTC Swaps (as
|
||
defined below)
|
||
minority
|
||
shareholders
|
||
Also a
|
||
connected client
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited in
|
||
connection with
|
||
the GTJAI
|
||
Subscription (as
|
||
defined below)
|
||
18,100 0.06% 0.01% 0.01% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Also a
|
||
connected client
|
||
Allotees 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 Note 2
|
||
CICC Financial
|
||
Trading Limited
|
||
24,760 0.08% 0.01% 0.01% Connected client
|
||
Also a close
|
||
associate of an
|
||
existing
|
||
minority
|
||
shareholder
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
18,100 0.06% 0.01% 0.01% Connected client
|
||
Also a close
|
||
associate of an
|
||
existing
|
||
minority
|
||
shareholder
|
||
CITIC Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited
|
||
940 0.00% 0.00% 0.00% Connected client
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Huatai Capital
|
||
Investment
|
||
Limited
|
||
10,040 0.03% 0.00% 0.00% Connected client
|
||
|
||
Bosera Asset
|
||
Management
|
||
(International)
|
||
Co., Ltd
|
||
9,400 0.03% 0.00% 0.00% Connected client
|
||
China Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited
|
||
23,560 0.08% 0.01% 0.01% Connected client
|
||
China Asset
|
||
Management
|
||
Co., Ltd.
|
||
71,000 0.24% 0.03% 0.02% Connected client
|
||
CITIC Securities
|
||
Asset
|
||
Management
|
||
Company
|
||
Limited
|
||
480 0.00% 0.00% 0.00% Connected client
|
||
ICBC UBS Asset
|
||
Management
|
||
(International)
|
||
Company
|
||
Limited
|
||
1,400 0.00% 0.00% 0.00% Connected client
|
||
Notes:
|
||
|
||
1. See “Waivers and Exemption – Waiver Under Rule 10.04 and Consent under Paragraph 1C(2) of Appendix
|
||
F1 to the Listing Rules in respect of Subscriptions of Offer Shares by Existing Shareholders and/or its Close
|
||
Associates as Cornerstone Investors” of the Prospectus and the section headed “Others / Additional
|
||
Information – Placing to existing shareholders and/or its close associates with a prior waiver under Rule
|
||
10.04 and consent under paragraph 1C( 2) of the Placing Guidelines” in this announcement for further
|
||
details.
|
||
|
||
2. For details of the 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, please refer to the section headed
|
||
“Others / Additional Information – Placing to connected clients with a prior consent under paragraph
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class A
|
||
Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
1C(1) of the Placing Guidelines” in this announcement.
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
Name Capacity
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock -up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued Shares
|
||
after the Global Offering
|
||
upon Listing (after
|
||
taking into account the
|
||
full exercise of the Offer
|
||
Size Adjustment Option
|
||
and assuming the Over-
|
||
allotment Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock -up
|
||
undertakings
|
||
Note 1
|
||
Dr. Yan Junjie (“Dr. Yan”) Note 2
|
||
Alpha EXP
|
||
Limited
|
||
(“Alpha
|
||
EXP”)
|
||
Dr. Yan’s close
|
||
associates
|
||
62,593,180 Class B
|
||
Ordinary Shares
|
||
20.24% January 8, 2028
|
||
|
||
|
||
MiniMax
|
||
Awakening
|
||
Limited
|
||
|
||
(“MiniMax
|
||
Awakening”)
|
||
Dr. Yan’s close
|
||
associates
|
||
11,509,339 Class B
|
||
Ordinary Shares
|
||
3.72% January 8, 2028
|
||
|
||
MiniMax
|
||
Matrix
|
||
Limited
|
||
(“MiniMax
|
||
Matrix”)
|
||
Dr. Yan’s close
|
||
associates
|
||
5,000,000 Class A
|
||
Ordinary Shares
|
||
1.62% January 8, 2028
|
||
|
||
MiniMax
|
||
Limited
|
||
Dr. Yan’s close
|
||
associates
|
||
15 Class B Ordinary
|
||
Shares
|
||
0.000005% January 8, 2028
|
||
|
||
Ms. Yun Yeyi (“Ms. Yun”) Note 2
|
||
Floating Sky
|
||
Limited
|
||
(“Floating
|
||
Sky”)
|
||
Ms. Yun close
|
||
associates
|
||
7,000,000 Class B
|
||
Ordinary Shares
|
||
2.26% January 8, 2028
|
||
|
||
Notes:
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
|
||
Name Capacity
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock -up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued Shares
|
||
after the Global Offering
|
||
upon Listing (after
|
||
taking into account the
|
||
full exercise of the Offer
|
||
Size Adjustment Option
|
||
and assuming the Over-
|
||
allotment Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock -up
|
||
undertakings
|
||
Note 1
|
||
|
||
1. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in the
|
||
Prospectus and ends on the date which is 24 months from the Listing Date, i.e. January 8, 2028. In the event
|
||
that upon the notification by the Stock Exchange that the Company will no longer be regarded as a Pre -
|
||
Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which
|
||
such lock-up periods would have ended if the Company had applied for listing as a Commercial Company;
|
||
and (2) the date falling on the 30th day after the announcement on the removal of designation as a Pre -
|
||
Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
2. Dr. Yan and Ms. Yun are our founders, WVR beneficiaries, executive Directors and senior management and
|
||
Dr. Yan is also our key personnel responsible for our technical operations and/or the research and
|
||
development of our Specialist Technology Products, who are subject to lock-up requirements pursuant to Rule
|
||
18C.14 of the Listing Rules.
|
||
|
||
Pathfinder SIIs
|
||
Name Capacity
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
Class A
|
||
Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Shanghai
|
||
Mihoyo
|
||
Argo
|
||
Technology
|
||
Co., Ltd
|
||
(
|
||
上海米哈
|
||
游阿爾戈
|
||
科技有限
|
||
公司)
|
||
Pathfinder
|
||
SII
|
||
1,912,399 Class A
|
||
Ordinary Shares
|
||
0.84% 0.62% January 8 ,
|
||
2027
|
||
|
||
|
||
miHoYo
|
||
Limited
|
||
Pathfinder
|
||
SII
|
||
16,015,779 Class A
|
||
Ordinary Shares
|
||
7.02% 5.18% January 8 ,
|
||
2027
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
|
||
Name Capacity
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
Class A
|
||
Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Cosmic
|
||
Station
|
||
Limited
|
||
Pathfinder
|
||
SII
|
||
7,301,687 Class A
|
||
Ordinary Shares
|
||
3.20% 2.36% January 8 ,
|
||
2027
|
||
|
||
Seasonal
|
||
Charm
|
||
Limited
|
||
Pathfinder
|
||
SII
|
||
535,263 Class A
|
||
Ordinary Shares
|
||
0.23% 0.17% January 8 ,
|
||
2027
|
||
|
||
Note:
|
||
|
||
1. In accordance with Rule 18C.14 of the Listing Rules , the required lock-up period commences on the date by
|
||
reference to which disclosure of its shareholding is made in the Prospectus and ends on the date which is 12
|
||
months from the Listing Date, i.e. January 8, 202 7. In the event that upon the notification by the Stock
|
||
Exchange that the Company will no longer be regarded as a Pre-Commercial Company after the Listing, the
|
||
lock-up period will expire on the later of: (i) the date on which such lock -up periods would have ended if the
|
||
Company had applied for listing as a Commercial Company; and (2) the date falling on the 30th day after the
|
||
announcement on the removal of designation as a Pre-Commercial Company as required under Rule 18C.24
|
||
of the Listing Rules.
|
||
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares held in
|
||
the Company subject to lock-
|
||
up undertakings upon
|
||
Listing
|
||
% of total issued Shares after the
|
||
Global Offering upon Listing
|
||
(after taking into account the full
|
||
exercise of the Offer Size
|
||
Adjustment Option and assuming
|
||
the Over-allotment Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
Alpha EXP 62,593,180 Class B Ordinary
|
||
Shares
|
||
20.24% January 8, 2028
|
||
|
||
|
||
MiniMax
|
||
Awakening
|
||
11,509,339 Class B Ordinary
|
||
Shares
|
||
3.72% January 8, 2028
|
||
|
||
MiniMax
|
||
Matrix
|
||
5,000,000 Class A Ordinary
|
||
Shares
|
||
1.62% January 8, 2028
|
||
|
||
MiniMax
|
||
Limited
|
||
15 Class B Ordinary Shares 0.000005% January 8, 2028
|
||
|
||
Note:
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
|
||
Name
|
||
Number of Shares held in
|
||
the Company subject to lock-
|
||
up undertakings upon
|
||
Listing
|
||
% of total issued Shares after the
|
||
Global Offering upon Listing
|
||
(after taking into account the full
|
||
exercise of the Offer Size
|
||
Adjustment Option and assuming
|
||
the Over-allotment Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
1. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in the
|
||
Prospectus and ends on the date which is 24 months from the Listing Date, i.e. January 8, 2028. In the event
|
||
that upon the notification by the Stock Exchange that the Company will no longer be regarded as a Pre -
|
||
Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which
|
||
such lock-up periods would have ended if the Company had applied for listing as a Commercial Company;
|
||
and (2) the date falling on the 30th day after the announcement on the removal of designation as a Pre -
|
||
Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
|
||
Existing Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
MiniMax Gene
|
||
Limited Note 3
|
||
20,890,736 Class
|
||
A Ordinary Shares
|
||
9.16% 6.76% the earlier of
|
||
(i) the
|
||
twentieth
|
||
(20th) trading
|
||
day starting
|
||
from the date
|
||
on which the
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
included as an
|
||
eligible stocks
|
||
of Stock
|
||
Connect and
|
||
can be traded
|
||
via Stock
|
||
Connect of the
|
||
Stock
|
||
Exchange, or
|
||
(ii) October 8,
|
||
2026Note 2
|
||
miHoYo
|
||
Limited Note 4 and
|
||
13
|
||
16,015,779 Class
|
||
A Ordinary Shares
|
||
7.02% 5.18%
|
||
Shanghai
|
||
Mihoyo Argo
|
||
Technology
|
||
Co., Ltd
|
||
Note 4 and
|
||
13
|
||
1,912,399 Class A
|
||
Ordinary Shares
|
||
0.84% 0.62%
|
||
MPC VII Pte.
|
||
Ltd. Note 13
|
||
7,772,332 Class A
|
||
Ordinary Shares
|
||
3.41% 2.51%
|
||
Bravo Ideas
|
||
Investments
|
||
Limited Note 13
|
||
3,633,558 Class A
|
||
Ordinary Shares
|
||
1.59% 1.17%
|
||
GW Investment
|
||
Group Ltd.
|
||
1,651,111 Class A
|
||
Ordinary Shares
|
||
0.72% 0.53%
|
||
Sidsi Holding
|
||
Limited
|
||
396,266 Class A
|
||
Ordinary Shares
|
||
0.17% 0.13%
|
||
Nanshan Alauda
|
||
Limited
|
||
723,208 Class A
|
||
Ordinary Shares
|
||
0.32% 0.23%
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Elephant Vision
|
||
Technologies
|
||
Limited
|
||
330,222 Class A
|
||
Ordinary Shares
|
||
0.14% 0.11%
|
||
AIH Global Pte.
|
||
Ltd.
|
||
330,222 Class A
|
||
Ordinary Shares
|
||
0.14% 0.11%
|
||
CloudAlpha
|
||
Master Fund
|
||
792,533 Class A
|
||
Ordinary Shares
|
||
0.35% 0.26%
|
||
Yang Family
|
||
Investments
|
||
Limited
|
||
198,133 Class A
|
||
Ordinary Shares
|
||
0.09% 0.06%
|
||
Futron Capital
|
||
Limited
|
||
330,222 Class A
|
||
Ordinary Shares
|
||
0.14% 0.11%
|
||
Nexus Vector
|
||
Limited
|
||
1,981,333 Class A
|
||
Ordinary Shares
|
||
0.87% 0.64%
|
||
Cosmic Station
|
||
Limited Note 4 and
|
||
13
|
||
7,301,687 Class A
|
||
Ordinary Shares
|
||
3.20% 2.36% July 8, 2026
|
||
Seasonal Charm
|
||
Limited Note 4 and
|
||
13
|
||
535,263 Class A
|
||
Ordinary Shares
|
||
0.23% 0.17% July 8, 2026
|
||
Alisoft China
|
||
Holding
|
||
Limited Note 13
|
||
38,247,987 Class
|
||
A Ordinary Shares
|
||
16.76% 12.37% July 8, 2026
|
||
Image Frame
|
||
Investment
|
||
(HK) Limited
|
||
Note 13
|
||
7,232,084 Class A
|
||
Ordinary Shares
|
||
3.17% 2.34% July 8, 2026
|
||
XAM Holdings
|
||
Limited Note 13
|
||
14,201,184 Class
|
||
A Ordinary Shares
|
||
6.22% 4.59% July 8, 2026
|
||
MNM Holdings
|
||
Limited Note 13
|
||
2,343,196 Class A
|
||
Ordinary Shares
|
||
1.03% 0.76% July 8, 2026
|
||
Miheng
|
||
Holdings
|
||
Limited Note 5
|
||
3,442,472 Class A
|
||
Ordinary Shares
|
||
1.51% 1.11% July 8, 2026
|
||
Himalia
|
||
Holding
|
||
Limited Note 13
|
||
1,656,805 Class A
|
||
Ordinary Shares
|
||
0.73% 0.54% July 8, 2026
|
||
HSG Growth
|
||
VII Holdco E,
|
||
Ltd. Note 13
|
||
9,011,235 Class A
|
||
Ordinary Shares
|
||
3.95% 2.91% July 8, 2026
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Astrend
|
||
Opportunity IV
|
||
Beta Limited Note
|
||
13
|
||
2,260,471 Class A
|
||
Ordinary Shares
|
||
0.99% 0.73% July 8, 2026
|
||
Astrend X Fund,
|
||
L.P. Note 13
|
||
1,446,417 Class A
|
||
Ordinary Shares
|
||
0.63% 0.47% July 8, 2026
|
||
Astrend X -2
|
||
Limited Note 13
|
||
814,054 Class A
|
||
Ordinary Shares
|
||
0.36% 0.26% July 8, 2026
|
||
Golden Horizon
|
||
Limited Note 13
|
||
411,097 Class A
|
||
Ordinary Shares
|
||
0.18% 0.13% July 8, 2026
|
||
Future Capital
|
||
Discovery Fund
|
||
IV, L.P. Note 13
|
||
2,519,330 Class A
|
||
Ordinary Shares
|
||
1.10% 0.81% July 8, 2026
|
||
Ideafication
|
||
Holdings L.P.
|
||
Note 13
|
||
1,111,903 Class A
|
||
Ordinary Shares
|
||
0.49% 0.36% July 8, 2026
|
||
Lingham
|
||
Beauty Limited
|
||
Note 6
|
||
4,817,351 Class A
|
||
Ordinary Shares
|
||
2.11% 1.56% July 8, 2026
|
||
Forever Gain
|
||
Limited Note 6
|
||
478,100 Class A
|
||
Ordinary Shares
|
||
0.21% 0.15% July 8, 2026
|
||
China Life
|
||
(Shenzhen)
|
||
Technology
|
||
Innovation
|
||
Private Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership)(
|
||
國
|
||
壽 ( 深圳) 科技
|
||
創新私募股權
|
||
投資基金合夥
|
||
企業( 有限合
|
||
夥)) Note 7
|
||
2,825,791 Class A
|
||
Ordinary Shares
|
||
1.24% 0.91% July 8, 2026
|
||
Hefei China
|
||
Life Carbon
|
||
Peak and
|
||
330,021 Class A
|
||
Ordinary Shares
|
||
0.14% 0.11% July 8, 2026
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Carbon
|
||
Neutrality Phase
|
||
I Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership)(
|
||
合
|
||
肥國壽碳峰碳
|
||
中一期股權投
|
||
資基金合夥企
|
||
業( 有限合夥
|
||
))
|
||
Note 7
|
||
Planetree
|
||
PARTNERS
|
||
HARVEST I,
|
||
L.P. Note 8
|
||
478,100 Class A
|
||
Ordinary Shares
|
||
0.21% 0.15% July 8, 2026
|
||
Planetree
|
||
Partners III, L.P.
|
||
Note 8
|
||
2,154,046 Class A
|
||
Ordinary Shares
|
||
0.94% 0.70% July 8, 2026
|
||
Planetree
|
||
Partners III -A,
|
||
L.P. Note 8
|
||
253,416 Class A
|
||
Ordinary Shares
|
||
0.11% 0.08% July 8, 2026
|
||
Star Bairui
|
||
Holdings
|
||
Limited
|
||
2,438,309 Class A
|
||
Ordinary Shares
|
||
1.07% 0.79% July 8, 2026
|
||
Vitalbridge
|
||
Fund II, L.P.
|
||
2,280,734 Class A
|
||
Ordinary Shares
|
||
1.00% 0.74% July 8, 2026
|
||
Beijing Shunjin
|
||
Shunying
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
北
|
||
京順金順贏企
|
||
業管理合夥企
|
||
業(有限合夥))
|
||
2,260,471 Class A
|
||
Ordinary Shares
|
||
0.99% 0.73% July 8, 2026
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Xinnuo Yuheng
|
||
Ltd.
|
||
1,912,399 Class A
|
||
Ordinary Shares
|
||
0.84% 0.62% July 8, 2026
|
||
Trend Xpand
|
||
Limited
|
||
1,446,417 Class A
|
||
Ordinary Shares
|
||
0.63% 0.47% July 8, 2026
|
||
Shanghai
|
||
Lianxin
|
||
Technology
|
||
Equity
|
||
Investment
|
||
Center (Limited
|
||
Partnership) (
|
||
上
|
||
海聯新科技股
|
||
權投資中心 (有
|
||
限合夥))
|
||
1,434,300 Class A
|
||
Ordinary Shares
|
||
0.63% 0.46% July 8, 2026
|
||
Anhui
|
||
Transportation
|
||
Holding CICC
|
||
Industrial
|
||
Development
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
安
|
||
徽交控中金產
|
||
業發展基金合
|
||
夥企業 (有限合
|
||
夥
|
||
)) Note 9
|
||
217,000 Class A
|
||
Ordinary Shares
|
||
0.10% 0.07% July 8, 2026
|
||
Suzhou CICC
|
||
SAIC Emerging
|
||
Industry Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
蘇
|
||
州中金上汽新
|
||
興產業股權投
|
||
資基金合夥企
|
||
814,052 Class A
|
||
Ordinary Shares
|
||
0.36% 0.26% July 8, 2026
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
業( 有限合夥 ))
|
||
Note 9
|
||
Shanghai
|
||
Fortera FOF
|
||
Investment
|
||
Fund (Limited
|
||
Partnership) ( 上
|
||
海國孚領航投
|
||
資合夥企業 (有
|
||
限合夥)) Note 10
|
||
814,054 Class A
|
||
Ordinary Shares
|
||
0.36% 0.26% July 8, 2026
|
||
Shanghai
|
||
Modou Venture
|
||
Capital
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
上
|
||
海魔豆創業投
|
||
資合夥企業 (有
|
||
限合夥)) Note 10
|
||
445,800 Class A
|
||
Ordinary Shares
|
||
0.20% 0.14% July 8, 2026
|
||
Shenzhen
|
||
Pengyuan
|
||
Cornerstone
|
||
Private Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
深
|
||
圳市鵬遠基石
|
||
私募股權投資
|
||
基金合夥企業
|
||
(有限合夥
|
||
)) Note
|
||
11
|
||
552,394 Class A
|
||
Ordinary Shares
|
||
0.24% 0.18% July 8, 2026
|
||
Nanjing Lingyi
|
||
Cornerstone
|
||
Equity
|
||
Investment
|
||
Partnership
|
||
220,958 Class A
|
||
Ordinary Shares
|
||
0.10% 0.07% July 8, 2026
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
(Limited
|
||
Partnership) ( 南
|
||
京領益基石股
|
||
權投資合夥企
|
||
業( 有限合夥 ))
|
||
Note 11
|
||
JointForce Fund
|
||
I LP
|
||
407,027 Class A
|
||
Ordinary Shares
|
||
0.18% 0.13% July 8, 2026
|
||
Shanghai
|
||
Guangqihuichan
|
||
Phase I Private
|
||
Equity
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
上
|
||
海光啟匯產一
|
||
期私募投資基
|
||
金合夥企業 (有
|
||
限合夥))
|
||
1,298,626 Class A
|
||
Ordinary Shares
|
||
0.57% 0.42% July 8, 2026
|
||
Shanghai
|
||
Guofang Kapa
|
||
Enterprise
|
||
Management
|
||
Partnership
|
||
(Limited
|
||
Partnership)(
|
||
上
|
||
海國方卡帕企
|
||
業管理合夥企
|
||
業(有限合夥))
|
||
384,392 Class A
|
||
Ordinary Shares
|
||
0.17% 0.12% July 8, 2026
|
||
Cloud Maximus
|
||
Limited
|
||
334,670 Class A
|
||
Ordinary Shares
|
||
0.15% 0.11% July 8, 2026
|
||
Shanghai SSCI
|
||
Leading
|
||
Artificial
|
||
Intelligence
|
||
Private Equity
|
||
891,599 Class A
|
||
Ordinary Shares
|
||
0.39% 0.29% July 8, 2026
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Investment
|
||
Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) (
|
||
上
|
||
海國投先導人
|
||
工智能私募投
|
||
資基金合夥企
|
||
業(有限合夥) )
|
||
CMG Media
|
||
Convergence
|
||
Industry
|
||
Investment
|
||
Fund (Limited
|
||
Partnership) ( 央
|
||
視融媒體產業
|
||
投資基金( 有限
|
||
合夥))
|
||
891,599 Class A
|
||
Ordinary Shares
|
||
0.39% 0.29% July 8, 2026
|
||
Mentor Group
|
||
Limited
|
||
924,622 Class A
|
||
Ordinary Shares
|
||
0.41% 0.30% July 8, 2026
|
||
XEP-1 Holdings
|
||
Limited
|
||
2,971,999 Class A
|
||
Ordinary Shares
|
||
1.30% 0.96% July 8, 2026
|
||
TAL China
|
||
Focus Master
|
||
Fund
|
||
1,320,888 Class A
|
||
Ordinary Shares
|
||
0.58% 0.43% July 8, 2026
|
||
Janchor Partners
|
||
Pan-Asian
|
||
Master Fund Note
|
||
12
|
||
2,044,706 Class A
|
||
Ordinary Shares
|
||
0.90% 0.66% July 8, 2026
|
||
Janchor Partners
|
||
Opportunities
|
||
Master Fund III
|
||
Note 12
|
||
332,893 Class A
|
||
Ordinary Shares
|
||
0.15% 0.11% July 8, 2026
|
||
China Orient
|
||
Enhanced
|
||
Income Fund
|
||
1,320,888 Class A
|
||
Ordinary Shares
|
||
0.58% 0.43% July 8, 2026
|
||
Alliance
|
||
Winford
|
||
Limited
|
||
1,320,888 Class A
|
||
Ordinary Shares
|
||
0.58% 0.43% July 8, 2026
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Jupiter Global
|
||
Master Fund
|
||
Ltd.
|
||
541,564 Class A
|
||
Ordinary Shares
|
||
0.24% 0.18% July 8, 2026
|
||
CoreView
|
||
Master Fund
|
||
Limited
|
||
990,666 Class A
|
||
Ordinary Shares
|
||
0.43% 0.32% July 8, 2026
|
||
LI FAMILY
|
||
HOLDINGS
|
||
PTE. LTD
|
||
330,222 Class A
|
||
Ordinary Shares
|
||
0.14% 0.11% July 8, 2026
|
||
Charoen
|
||
Pokphand
|
||
Robot Limited
|
||
1,981,333 Class A
|
||
Ordinary Shares
|
||
0.87% 0.64% July 8, 2026
|
||
Notes:
|
||
|
||
1. The expiry date of the lock– up period shown in the table above is pursuant to the relevant Lock-up
|
||
Undertakings as set out in the Prospectus.
|
||
|
||
2. The lock-up period commenc es from the date of their respective Lock-up Undertakings or the date of th e
|
||
Prospectus and ending on a date which is the earlier of (i) the twentieth (20th) trading day starting from the
|
||
date on which the Class A Ordinary Shares are included as an eligible stocks of Stock Connect and can be
|
||
traded via Stock Connect of the Stock Exchange, or (ii) nine months from the Listing Date , subject to
|
||
customary exceptions.
|
||
|
||
3. being the Company's Employee Shareholding Platform.
|
||
|
||
4. being one of the Company’s Pathfinder SIIs. In accordance with Rule 18C.14 of the Listing Rules , it also
|
||
subject to the required lock-up period commenc es on the date by reference to which disclosure of its
|
||
shareholding is made in the Prospectus and ends on the date which is 12 months from the Listing Date, i.e.
|
||
January 8, 2027.
|
||
|
||
5. Miheng Holdings Limited is an exempted company with limited liability incorporated under the laws of
|
||
Cayman Islands, which is wholly controlled by Beijing Miheng Enterprise Management Consulting
|
||
Partnership (Limited Partnership) (
|
||
北京觅恒企业管理咨询合伙企业(有限合伙)) (“Beijing Miheng
|
||
”). The general partner of Beijing Miheng is Wuxi Ningjun Enterprise Management Co., Ltd. (无锡宁袀
|
||
企业管理有限公司), which is controlled by Zhuhai Gao Ling Private Fund Management Co., Ltd. The
|
||
limited partners of Beijing Miheng are five private equity funds that are record -filed with Asset
|
||
Management Association of China. There is no individual who directly or indirectly holds an interest of
|
||
30% or more in Beijing Miheng.
|
||
|
||
6. These entities are under common control.
|
||
|
||
7. All the entities are ultimately controlled by China Life Insurance (Group) Company ( 中國人壽保險(集
|
||
團)公司).
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock- up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued Class
|
||
A Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
|
||
8. All the entities are under Planetree Partners.
|
||
|
||
9. The executive partners of both entitles are subsidiaries of China International Capital Corporation Limited
|
||
(中國國際金融股份有限公司).
|
||
|
||
10. These entities are under common control.
|
||
|
||
11. These entities are under common control.
|
||
|
||
12. These entities are under common control.
|
||
|
||
13. For details of the background of relevant Shareholders, please refer to the section headed “H istory,
|
||
Reorganization and Corporate Structure – Pre-IPO Investments – 4. Information relating to our key Pre-
|
||
IPO Investor”.
|
||
|
||
14. The above notes, where applicable, reflect the latest and current shareholding structure of relevant
|
||
Shareholders as of the date of this announcement.
|
||
|
||
|
||
Cornerstone Investors
|
||
Name
|
||
Number of Offer
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
Class A Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering upon
|
||
Listing (after taking
|
||
into account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
ADIA 3,065,040 1.34% 0.99% July 8, 2026
|
||
Alisoft China 1,414,640 0.62% 0.46% July 8, 2026
|
||
Aspex Master
|
||
Fund 1,650,400 0.72% 0.53%
|
||
July 8, 2026
|
||
Abstract
|
||
Enigma
|
||
Limited 1,650,400 0.72% 0.53%
|
||
July 8, 2026
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
|
||
Name
|
||
Number of Offer
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
Class A Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering upon
|
||
Listing (after taking
|
||
into account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over- allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
China
|
||
Universal
|
||
(HK) 707,320 0.31% 0.23%
|
||
July 8, 2026
|
||
Eastspring 707,320 0.31% 0.23% July 8, 2026
|
||
E Fund
|
||
Management 471,540 0.21% 0.15%
|
||
July 8, 2026
|
||
IDG Breyer
|
||
Fund 707,320 0.31% 0.23%
|
||
July 8, 2026
|
||
Janchor Funds 1,650,400 0.72% 0.53% July 8, 2026
|
||
Martis Fund,
|
||
L.P. 707,320 0.31% 0.23%
|
||
July 8, 2026
|
||
Mirae Asset
|
||
Securities 943,080 0.41% 0.30%
|
||
July 8, 2026
|
||
MPC VII 707,320 0.31% 0.23% July 8, 2026
|
||
Perseverance
|
||
Asset
|
||
Management 1,178,860 0.52% 0.38%
|
||
July 8, 2026
|
||
Taikang Life 943,080 0.41% 0.30% July 8, 2026
|
||
Total 16,504,040 7.23% 5.34% July 8, 2026
|
||
Note:
|
||
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on July 8, 2026.
|
||
The Cornerstone Investors will cease to be prohibited from disposing of or transferring the Class A Ordinary
|
||
Shares subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
|
||
PLACEE CONCENTRATION ANALYSIS**
|
||
Placees*
|
||
Number of
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Allotment
|
||
as % of
|
||
total
|
||
Offer
|
||
Shares
|
||
(assuming
|
||
no
|
||
exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Class A
|
||
Ordinary
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
% 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
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Top 1 3,543,516 14.69% 12.43% 12.14% 10.55% 3,543,516 1.55% 1.52% 1.15% 1.13%
|
||
Top 5 10,521,056 43.62% 36.92% 36.03% 31.33% 17,851,987 7.82% 7.68% 5.77% 5.69%
|
||
Top 10 15,708,036 65.13% 55.12% 53.80% 46.78% 69,059,286 30.27% 29.70% 22.33% 22.02%
|
||
Top 25 24,178,736 100.24% 84.84% 82.81% 72.01% 99,369,817 43.55% 42.73% 32.13% 31.68%
|
||
|
||
Notes:
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
|
||
CLASS A SHAREHOLDER CONCENTRATION ANALYSIS**
|
||
Class A
|
||
Shareholder*
|
||
Number
|
||
of Class A
|
||
Ordinary
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
% 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
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Top 1 1,414,640 5.87% 4.96% 4.85% 4.21% 39,662,627 17.38% 17.06% 12.83% 12.65%
|
||
Top 5 1,914,500 7.94% 6.72% 6.56% 5.70% 106,193,821 46.54% 45.67% 34.34% 33.86%
|
||
Top 10 3,329,140 13.80% 11.68% 11.40% 9.91% 140,745,278 61.69% 60.53% 45.51% 44.88%
|
||
Top 25 13,852,816 57.43% 48.61% 47.45% 41.26% 189,241,408 82.94% 81.38% 61.19% 60.34%
|
||
|
||
Notes:
|
||
* Ranking of Class A Shareholders is based on the number of Class A Ordinary Shares held by the Class A Shareholders upon Listing.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS**
|
||
Shareholder*
|
||
Number of
|
||
Class A
|
||
Ordinary
|
||
Shares
|
||
allotted
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of the
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Class A
|
||
Ordinary
|
||
Shares held
|
||
upon
|
||
Listing
|
||
Number of
|
||
total 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
|
||
fully
|
||
exercised
|
||
and new
|
||
Class A
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Top 1 - 0.00% 0.00% 0.00% 0.00% 5,000,000 79,102,534 25.58% 25.22%
|
||
Top 5 1,890,940 7.84% 6.64% 6.48% 5.63% 100,025,921 174,128,455 56.31% 55.52%
|
||
Top 10 2,621,820 10.87% 9.20% 8.98% 7.81% 134,266,207 215,368,741 69.64% 68.67%
|
||
Top 25 13,852,816 57.43% 48.61% 47.45% 41.26% 186,783,775 267,886,309 86.62% 85.41%
|
||
|
||
Notes:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon Listing.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
|
||
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:
|
||
|
||
NO. OF
|
||
OFFER
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT /
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF THE
|
||
TOTAL NO. OF
|
||
OFFER SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
20 139,314
|
||
3,911 out of 139,314 applicants to
|
||
receive 20 shares 2.81%
|
||
40 39,265
|
||
1,582 out of 39,265 applicants to
|
||
receive 20 shares 2.01%
|
||
60 23,720
|
||
1,135 out of 23,720 applicants to
|
||
receive 20 shares 1.59%
|
||
80 7,002
|
||
412 out of 7,002 applicants to
|
||
receive 20 shares 1.47%
|
||
100 10,391
|
||
716 out of 10,391 applicants to
|
||
receive 20 shares 1.38%
|
||
120 7,508
|
||
589 out of 7,508 applicants to
|
||
receive 20 shares 1.31%
|
||
140 4,698
|
||
411 out of 4,698 applicants to
|
||
receive 20 shares 1.25%
|
||
160 4,622
|
||
445 out of 4,622 applicants to
|
||
receive 20 shares 1.20%
|
||
180 5,194
|
||
544 out of 5,194 applicants to
|
||
receive 20 shares 1.16%
|
||
200 32,223
|
||
3,634 out of 32,223 applicants to
|
||
receive 20 shares 1.13%
|
||
300 15,651
|
||
2,357 out of 15,651 applicants to
|
||
receive 20 shares 1.00%
|
||
400 7,267
|
||
1,343 out of 7,267 applicants to
|
||
receive 20 shares 0.92%
|
||
500 4,760
|
||
1,032 out of 4,760 applicants to
|
||
receive 20 shares 0.87%
|
||
600 7,570
|
||
1,868 out of 7,570 applicants to
|
||
receive 20 shares 0.82%
|
||
700 3,843
|
||
1,058 out of 3,843 applicants to
|
||
receive 20 shares 0.79%
|
||
800 3,291
|
||
997 out of 3,291 applicants to
|
||
receive 20 shares 0.76%
|
||
900 2,495
|
||
822 out of 2,495 applicants to
|
||
receive 20 shares 0.73%
|
||
1,000 16,195
|
||
5,748 out of 16,195 applicants to
|
||
receive 20 shares 0.71%
|
||
2,000 11,308
|
||
6,576 out of 11,308 applicants to
|
||
receive 20 shares 0.58%
|
||
3,000 7,187
|
||
5,579 out of 7,187 applicants to
|
||
receive 20 shares 0.52%
|
||
4,000 5,704 20 shares 0.50%
|
||
|
||
|
||
--- page 31 ---
|
||
31
|
||
|
||
5,000 5,035
|
||
20 shares plus 589 out of 5,035
|
||
applicants to receive an additional
|
||
20 shares 0.45%
|
||
6,000 4,273
|
||
20 shares plus 1,162 out of 4,273
|
||
applicants to receive an additional
|
||
20 shares 0.42%
|
||
7,000 2,845
|
||
20 shares plus 1,194 out of 2,845
|
||
applicants to receive an additional
|
||
20 shares 0.41%
|
||
8,000 2,524
|
||
20 shares plus 1,417 out of 2,524
|
||
applicants to rece ive an additional
|
||
20 shares 0.39%
|
||
9,000 1,855
|
||
20 shares plus 1,295 out of 1,855
|
||
applicants to receive an additional
|
||
20 shares 0.38%
|
||
10,000 10,634
|
||
20 shares plus 8,827 out of 10,634
|
||
applicants to receive an additional
|
||
20 shares 0.37%
|
||
20,000 6,429
|
||
40 shares plus 6,419 out of 6,429
|
||
applicants to receive an additional
|
||
20 shares 0.30%
|
||
30,000 4,886
|
||
80 shares plus 13 out of 4,886
|
||
applicants to receive an additional
|
||
20 shares 0.27%
|
||
Total 397,689
|
||
Total number of Pool A
|
||
successful applicants: 84,944
|
||
|
||
POOL B
|
||
40,000 9,721 100 shares 0.25%
|
||
50,000 2,163
|
||
100 shares plus 1,099 out of 2,163
|
||
applicants to receive an additional
|
||
20 shares 0.22%
|
||
60,000 1,555
|
||
100 shares plus 1,494 out of 1,555
|
||
applicants to receive an additional
|
||
20 shares 0.20%
|
||
70,000 1,027
|
||
120 shares plus 383 out of 1,027
|
||
applicants to receive an additional
|
||
20 shares 0.18%
|
||
80,000 759
|
||
120 shares plus 571 out of 759
|
||
applicants to receive an additional
|
||
20 shares 0.17%
|
||
90,000 548
|
||
140 shares plus 58 out of 548
|
||
applicants to receive an additional
|
||
20 shares 0.16%
|
||
100,000 2,167
|
||
140 shares plus 949 out of 2,167
|
||
applicants to receive an additional
|
||
20 shares 0.15%
|
||
200,000 864
|
||
200 shares plus 38 out of 864
|
||
applicants to receive an additional
|
||
20 shares 0.10%
|
||
300,000 344
|
||
220 shares plus 335 out of 344
|
||
applicants to receive an additional
|
||
20 shares 0.08%
|
||
|
||
|
||
--- page 32 ---
|
||
32
|
||
|
||
400,000 172
|
||
260 shares plus 97 out of 172
|
||
applicants to receive an additional
|
||
20 shares 0.07%
|
||
500,000 128
|
||
280 shares plus 121 out of 128
|
||
applicants to receive an additional
|
||
20 shares 0.06%
|
||
634,740 509
|
||
320 shares plus 289 out of 509
|
||
applicants to receive an additional
|
||
20 shares 0.05%
|
||
Total 19,957
|
||
Total number of Pool B
|
||
successful applicants: 19,957
|
||
|
||
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, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Class A Ordinary 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 is the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of the Offer
|
||
Shares have been allocated to and taken up by independent price setting investors in compliance with
|
||
Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company will be held
|
||
by sophisticated independent investors at the time of Listing in compliance with Chapter 2.5 of the
|
||
Guide for New Listing Applicants.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
|
||
Offer Size Adjustment Option
|
||
|
||
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing
|
||
and allotting 3,808,380 additional Offer Shares, representing approximately 15% of the total number
|
||
of Offer Shares initially available under the Global O ffering, at the final Offer Price
|
||
to increase the
|
||
number of Offer Shares available under the International Offering.
|
||
|
||
Accordingly, the total number of Offer Shares available under the Global Offering (after taking into
|
||
account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option) that would be allotted and issued by the Company is 29,197,600 Offer Shares and
|
||
the total issued share capital of the Company upon Listing (after taking into account the full exercise
|
||
of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option) will be
|
||
|
||
309,255,668 Shares.
|
||
|
||
|
||
--- page 33 ---
|
||
33
|
||
|
||
Reallocation
|
||
|
||
As the Hong Kong Public Offering has been over -subscribed by more than 1,800 times of the total
|
||
number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation
|
||
procedure as disclosed in the section he aded “Structure of the Global Offering – The Hong Kong
|
||
Public Offering – Reallocation” in the Prospectus has been applied.
|
||
|
||
The number of Offer Shares initially available under the Hong Kong Public Offering is 1,269,480
|
||
Offer Shares, representing approximately 5% of the total number of Offer Shares initially available
|
||
under the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option
|
||
are not exercised). As a result of such reallocation, the final number of Offer Shares under the Hong
|
||
Kong Public Offering is adjusted to 5,077,860 Offer Shares, representing approximately 20% of the
|
||
total number of Offer Shares initially available under the Global Offering (assuming the Offer Size
|
||
Adjustment Option and the Over-allotment Option are not exercised).
|
||
|
||
Placing to existing shareholders and/or its close associates with a prior waiver under Rule 10.04
|
||
and consent under paragraph 1C(2) of the Placing Guidelines
|
||
|
||
The Company has applied for a waiver under Rule 10.04 of the Listing Rules and a consent under
|
||
paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the existing shareholders and/or its
|
||
close associates to participate as either cornerstone investo rs or placees in the Global Offering to
|
||
subscribe for the Offer Shares to be issued by the Company under the International Offering (together,
|
||
the “Existing Shareholder Participants ”). The Stock Exchange has agreed to grant the requested
|
||
waiver and consent subject to the conditions that:
|
||
|
||
(a) the allocation to the Existing Shareholder Participants will not affect the Company’s ability to
|
||
satisfy relevant requirements under Rules 8.08(1), 18C.08 and 8.08A of the Listing Rules,
|
||
respectively;
|
||
|
||
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been, nor will be
|
||
directly or indirectly, given to the Existing Shareholder Participants as cornerstone investors or
|
||
placees by virtue of their relationship with the Company in any allocation in the Global Offering,
|
||
other than the preferential treatment of assured entitlement under the cornerstone investment at the
|
||
Offer Price and the terms are substantially the same as other cornerstone investors; and
|
||
|
||
(c) details of the subscription of the Offer Sha res by the Existing Shareholder Participants as
|
||
cornerstone investors or placees under the Global Offering have been disclosed in the Prospectus,
|
||
and details of the allocation are disclosed in this allotment results announcement of the Company.
|
||
|
||
For details of the allocations of Offer Shares to such Existing Shareholder Participants, please refer to
|
||
the section headed “Allotment Results Details – International Offering – Allotees with
|
||
Waivers/Consents Obtained” in this announcement.
|
||
|
||
Placing to connec ted clients with a prior consent under paragraph 1C (1) of the Placing
|
||
Guidelines
|
||
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines.
|
||
|
||
|
||
--- page 34 ---
|
||
34
|
||
|
||
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 such 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:
|
||
|
||
|
||
--- page 35 ---
|
||
35
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connecte
|
||
d Client
|
||
Relationship Identities of the
|
||
ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares or,
|
||
where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was
|
||
made (e.g. OTC
|
||
total return
|
||
swaps)
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which
|
||
is not
|
||
authorised by
|
||
the SFC or is
|
||
expected to
|
||
hold the Offer
|
||
Shares on
|
||
behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
under the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Part A - Connected Client holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. China
|
||
International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(CICCHKS)
|
||
CICC
|
||
Financial
|
||
Trading
|
||
Limited
|
||
(CICC
|
||
FT) (Note
|
||
1)
|
||
CICCFT is a
|
||
member of
|
||
the same
|
||
group as
|
||
CICCHKS.
|
||
Please refer to
|
||
Note (1).
|
||
N 24,760 0.08% 0.01% 0.01%
|
||
2. Guotai Junan
|
||
Securities
|
||
(Hong Kong)
|
||
Limited
|
||
(GTJA HK)
|
||
Guotai
|
||
Junan
|
||
Investme
|
||
nts (Hong
|
||
Kong)
|
||
Limited
|
||
(GTJA
|
||
Investme
|
||
GTJA
|
||
Investment is
|
||
a member of
|
||
the same
|
||
group as
|
||
GTJA HK.
|
||
Please refer to
|
||
Note (2).
|
||
N 18,100 0.06% 0.01% 0.01%
|
||
|
||
|
||
--- page 36 ---
|
||
36
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connecte
|
||
d Client
|
||
Relationship Identities of the
|
||
ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares or,
|
||
where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was
|
||
made (e.g. OTC
|
||
total return
|
||
swaps)
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which
|
||
is not
|
||
authorised by
|
||
the SFC or is
|
||
expected to
|
||
hold the Offer
|
||
Shares on
|
||
behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
under the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
nts) (Note
|
||
2)
|
||
3. CITIC
|
||
Securities
|
||
Brokerage
|
||
(HK) Limited
|
||
(CSB)
|
||
CITIC
|
||
Securities
|
||
Internatio
|
||
nal
|
||
Capital
|
||
Managem
|
||
ent
|
||
Limited
|
||
(CSI)
|
||
(Note 3)
|
||
CSI is a
|
||
member of
|
||
the same
|
||
group of
|
||
companies as
|
||
CSB.
|
||
Please refer to
|
||
Note (3).
|
||
N 940 0.00% 0.00% 0.00%
|
||
4. Huatai
|
||
Financial
|
||
Holdings
|
||
(Hong Kong)
|
||
Huatai
|
||
Capital
|
||
Investme
|
||
nt
|
||
Limited
|
||
HTCI is a
|
||
member of
|
||
the same
|
||
group of
|
||
HTFH.
|
||
Please refer to
|
||
Note (4).
|
||
N 10,040 0.03% 0.00% 0.00%
|
||
|
||
|
||
--- page 37 ---
|
||
37
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connecte
|
||
d Client
|
||
Relationship Identities of the
|
||
ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares or,
|
||
where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was
|
||
made (e.g. OTC
|
||
total return
|
||
swaps)
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which
|
||
is not
|
||
authorised by
|
||
the SFC or is
|
||
expected to
|
||
hold the Offer
|
||
Shares on
|
||
behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
under the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Limited
|
||
(HTFH)
|
||
(HTCI)
|
||
(Note 4)
|
||
|
||
|
||
--- page 38 ---
|
||
38
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
Connected Client is a
|
||
collective investment
|
||
scheme which is not
|
||
authorised by the
|
||
SFC or is expected to
|
||
hold the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Part B - Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. CMB
|
||
International
|
||
Securities
|
||
Limited and
|
||
CMB
|
||
International
|
||
Global
|
||
Markets
|
||
Limited
|
||
(collectively,
|
||
CMBI) and
|
||
China
|
||
Merchants
|
||
Securities
|
||
Bosera Asset
|
||
Management
|
||
(International)
|
||
Co., Ltd
|
||
(Bosera AM)
|
||
(Note 5)
|
||
Bosera AM is a
|
||
member of the
|
||
same group of
|
||
CMBI and CMS
|
||
HK.
|
||
N 9,400 0.03% 0.00% 0.00%
|
||
|
||
|
||
--- page 39 ---
|
||
39
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
Connected Client is a
|
||
collective investment
|
||
scheme which is not
|
||
authorised by the
|
||
SFC or is expected to
|
||
hold the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
(HK) Co.,
|
||
Ltd (CMS
|
||
HK)
|
||
2. CSB China Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited (China
|
||
AMC HK)
|
||
(Note 6)
|
||
CSB, China
|
||
AMC HK and
|
||
China AMC are
|
||
members of the
|
||
same group.
|
||
N 23,560 0.08% 0.01% 0.01%
|
||
3. China Asset
|
||
Management
|
||
Co., Ltd.
|
||
(China AMC)
|
||
(Note 7)
|
||
N 71,000 0.24% 0.03% 0.02%
|
||
|
||
|
||
--- page 40 ---
|
||
40
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
Connected Client is a
|
||
collective investment
|
||
scheme which is not
|
||
authorised by the
|
||
SFC or is expected to
|
||
hold the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
4. CITIC
|
||
Securities Asset
|
||
Management
|
||
Company
|
||
Limited
|
||
(CITICS AM)
|
||
(Note 8)
|
||
N 480 0.00% 0.00% 0.00%
|
||
5. UBS AG
|
||
Hong Kong
|
||
Branch
|
||
(UBS AG)
|
||
ICBC UBS
|
||
Asset
|
||
Management
|
||
(International)
|
||
Company
|
||
Limited (ICBC
|
||
UBS
|
||
ICBC UBS
|
||
(International) is
|
||
a member of the
|
||
same group of
|
||
companies as
|
||
UBS AG.
|
||
N 1,400 0.00% 0.00% 0.00%
|
||
|
||
|
||
--- page 41 ---
|
||
41
|
||
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship Whether the
|
||
Connected Client is a
|
||
collective investment
|
||
scheme which is not
|
||
authorised by the
|
||
SFC or is expected to
|
||
hold the Offer Shares
|
||
on behalf of such
|
||
scheme
|
||
Amount of
|
||
Offer Shares
|
||
to be
|
||
allocated to
|
||
the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Class A
|
||
Ordinary
|
||
Shares under
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
Global
|
||
Offering (after
|
||
taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
(International))
|
||
(Note 9)
|
||
|
||
Notes:
|
||
|
||
1) CICC FT and CICC will enter into a series of cross border delta-one OTC equity swap transactions (collectively, the CICCFT OTC Swaps) with each
|
||
other and the ultimate clients (the CICC FT Ultimate Clients ), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to
|
||
hedge the CICCFT OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Client, subject
|
||
to customary fees and commissions. The CICCFT OTC Swaps will be fully funded by the CICC FT Ultimate Clients . During the term (which is one
|
||
year although the CICC FT Ultimate Clients can terminate anytime) of the CICCFT OTC Swaps , all economic returns of the Offer Shares subscribed
|
||
by CICC FT as Connected Client will be passed to the CICC FT Ultimate Clients and all economic losses shall be borne by the CICC FT Ultimate
|
||
Clients through the CICCFT OTC Swaps , and CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer
|
||
Shares. The termination of the CICCFT OTC Swaps will not result CICC FT holding the Offer Shares in its proprietary account. Despite that CICC FT
|
||
will hold the legal title of the Offer Shares by itself, it will not exerc ise the voting rights attaching to the relevant Offer Shares during the terms of the
|
||
|
||
|
||
--- page 42 ---
|
||
42
|
||
|
||
CICCFT OTC Swaps according to its internal policy. Consequently, CICC FT Ultimate Client is not entitled to any voting rights of the relevant Offer
|
||
Shares.
|
||
The CICCFT OTC Swaps are linked to performance of the Offer Shares and the CICC FT Ultimate Clients may, after expiration of the lock-up period
|
||
beginning from the date of the cornerstone agreement entered into between CICC FT and the Company and ending on the date which is six months
|
||
from the Listing Date, request to early terminate the CICCFT OTC Swaps at their own discretions, upon which CICC FT may dispose of the Offer
|
||
Shares and settle the CICCFT OTC Swaps in cash in accordance with the terms and conditions of the CICCFT OTC Swaps. Despite that CICC FT will
|
||
hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Sh ares during the terms of the
|
||
CICCFT OTC Swaps according to its internal policy. Consequently, the CICC FT Ultimate Clients is not entitled to any voting rights of the rele vant
|
||
Offer Shares.
|
||
Details of the CICC FT Ultimate Clients are set out as below:
|
||
Name of the CICC FT Ultimate Client Ultimate beneficial owner(s)
|
||
holding 30% or more interest (if
|
||
any)
|
||
Evolution Darwin Shangshan No.3 Private Securities Investment Fund (進化論達爾文上善三號私募證券投
|
||
資基金) NA
|
||
Qinchen Senyu No.1 Private Securities Investment Fund (勤辰森裕 1 號私募證券投資基金) NA
|
||
Qinchen Senyu No.2 Private Securities Investment Fund (勤辰森裕 2 號私募證券投資基金) NA
|
||
Qinchen Senyu No.3 Private Securities Investment Fund (勤辰森裕 3 號私募證券投資基金) NA
|
||
Qinchen Jinxuan Senyu No.1 Private Securities Investment Fund (勤辰金選森裕 1 號私募證券投資基金) NA
|
||
Qinchen Jiaxuan Senyu No.1 Private Securities Investment Fund (勤辰嘉選森裕 1 號私募證券投資基金) NA
|
||
Baoyin Jinqu No.1 Private Securities Investment Fund (保銀進取 1 號私募證券投資基金) NA
|
||
Baoyin Long-Short Stable No.1 Private Securities Investment Fund (保銀多空穩健 1 號私募證券投資基金) WANG Qiang(王强)
|
||
Baoyin Long-Short Stable No.2 Private Securities Investment Fund (保銀多空穩健 2 號私募證券投資基金) WANG Qiang(王强)
|
||
|
||
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients and their respective ultimate beneficial
|
||
owner holding 30% or more interest is an independent third party of CICC FT, CICCHKS and the companies which are members of the same group of
|
||
CICCHKS.
|
||
2) GTJA HK is a distributor in connection with the Global Offering.
|
||
It is proposed that GTJA Investments participates as placee to subscribe for the Offer Shares under the International Offering (the GTJAI Subscription).
|
||
In relation to the GTJAI Subscription, GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of several sets
|
||
|
||
|
||
--- page 43 ---
|
||
43
|
||
|
||
of 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 On -shore Parent) in connection with several total return swap orders (the GTHT Client TRS) to be entered into by
|
||
GTHT Onshore Parent and several ultimate clients (the GTHT Onshore Ultimate Clients ), respectively. Such GTHT Client TRS is to be fully funded
|
||
by the GTHT Onshore Ultimate Client s. GTJA Investments will hold the Offer Shares on a no n-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 Clients 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 los s in relation to the price of the Offer Shares. The GTHT Onshore Ultimate Client may request to redeem the Offer
|
||
Shares at their 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.
|
||
The GTHT Onshore Ultimate Clients for purpose of this placee subscription are set out as below:
|
||
No. Name of the GTHT Onshore Ultimate Client
|
||
Ultimate beneficial owner(s) holding 30% or
|
||
more interest (if any)
|
||
1. 上海孚騰私募基金管理有限公司 (Shanghai Futeng Private Equity Fund Management
|
||
Co., Ltd.)
|
||
Fei Fei (費飛)
|
||
2. 通怡安鑫 2 號私募證券投資基金 (Tongyi Anxin No.2 Private Equity Securities Investment
|
||
Fund) and 通怡裕鑫 2 號私募證券投資基金 (Tongyi Yuxin No.2 Private Equity Securities
|
||
Investment Fund)
|
||
Huang Shilin (黃世霖)
|
||
3. 通怡桃李 1 號私募證券投資基金 (Tongyi Taoli No.1 Private Equity Securities Investment
|
||
Fund) and 通怡全球價值 1 號私募證券投資基金 (Tongyi Quanqiu Jiazhi No.1 Private
|
||
Equity Securities Investment Fund)
|
||
Wang Jing (王靜)
|
||
4. 通怡低波組合 1 號私募證券投資基金 (Tongyi Low Volatility Strategy Fund No. 1, a
|
||
private securities investment fund)
|
||
Sun Yuan (孫遠)
|
||
5. 廣州凱得資本運營有限公司 (Guangzhou Get Capital Operation Co., Ltd.) Yu Bo (餘波)
|
||
6. 廣州開發區美芯科技發展有限公司 (Guangzhou Development District Meixin
|
||
Technology Development Co., Ltd.)
|
||
He Xuegang (何學剛)
|
||
7. 錦繡中和(天津)投資管理有限公司-中和資本耕耘 810 號私募證券投資基金
|
||
(Splendid Zhonghe (tianjin) Investment management Co. Ltd - Zhonghe Capital Cultivation
|
||
810 Private Securities Investment Fund)
|
||
Wang Diansuo (王殿鎖)
|
||
|
||
|
||
--- page 44 ---
|
||
44
|
||
|
||
No. Name of the GTHT Onshore Ultimate Client
|
||
Ultimate beneficial owner(s) holding 30% or
|
||
more interest (if any)
|
||
8. 上海衛寧私募基金管理有限公司-衛甯啟航 2 號私募證券投資基金 (Shanghai Weining
|
||
Investment Mangement Co , Ltd-Weining Qihang No. 2 Private Securities Investment
|
||
Fund)
|
||
ZHANG YUN (張韞)
|
||
|
||
GTJA Investments has confirmed that, to the best of their knowledge and after making all reasonable enquiries, each of the GTHT Onshore Ultimate
|
||
Clients and its ultimate beneficial owner is an independent third party of GTJA Investments, GTJA HK and the companies which are members of the
|
||
same group of companies as GTJA HK.
|
||
|
||
3) CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf of Global Multi Alpha Fund SP (the CSI
|
||
Ultimate Client), which is an independent third party, on a non-discretionary basis, pursuant to which:
|
||
(i) CSI will act as the single counterparty of a back -to-back total return swap transaction (the CSI Back -to-back TRS) to be entered into by it in
|
||
connection with a total return swap order (the CSI Client TRS) placed and fully funded by the CSI Ultimate Client, by which CSI will pass the
|
||
full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Client.
|
||
(ii) As confirmed by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares, but will contractually agree to pass on
|
||
the full economic exposure and return of the Offer Shares to the CSI Ultimate Client, on a non-discretionary basis. The CSI Ultimate Client
|
||
may exercise their early termination rights to terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should
|
||
be on or after the date on which the Offer Shares are listed on the Stock Exchange.
|
||
(iii) Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Client, CSI will dispose of the Offer Shares on the secondary
|
||
market and the CSI Ultimate Client will receive a final termination amount of the CSI Back -to-back TRS which will have taken into account
|
||
all the economic returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI Back- to-back TRS
|
||
and the CSI Client TRS. Due to its internal policy, CSI will not exercise the voting right of the Offer Shares during the terms of the CSI Back -
|
||
to-back TRS.
|
||
The ultimate beneficial owner(s) holding 30% or more interest of the CSI Ultimate Client is Zeng Shuzhen.
|
||
CSI has confirmed that, to the best of their knowledge and after making all reasonable enquiries, the CSI Ultimate Client and its ultimate beneficial
|
||
owner is an independent third party of CSI, CSB and the companies which are members of the same group of companies as CSB.
|
||
4) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (IPOs) in Hong Kong. However,
|
||
PRC investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading
|
||
activities. In connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong
|
||
IPOs either as placees or cornerstone investors (the Cross-border Derivatives Trading Regime).
|
||
|
||
|
||
--- page 45 ---
|
||
45
|
||
|
||
Huatai Securities Co., Ltd. (Huatai Securities), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock
|
||
Exchange (stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities
|
||
entered into an ISDA agreement (the ISDA Agreement) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future
|
||
total return swap between Huatai Securities and HTCI.
|
||
HTFH is a distributor in connection with the Global Offering. HTCI is a member of the same group of HTFH. Pursuant to the ISDA Agreement, HTCI,
|
||
which intends to participate in the Global Offering as a placee, will hold the beneficial interest of the Offer Shares on a non -discretionary basis as the
|
||
single underlying holder under a back-to -back total return swap (the Back -to-back TRS) to be entered by HTCI in connection with a Client TRS (as
|
||
defined below) placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below), by which,
|
||
HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares ulti mately to the Huatai Ultimate Clients,
|
||
which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients . HTFH and HTCI are indirectly
|
||
wholly owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph 1B of the
|
||
Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investor s (the Huatai Ultimate Clients) cannot directly subscribe for the Offer
|
||
Shares but may invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such
|
||
as Huatai Securities, with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Clients ,
|
||
through their respective investment manager, will place a total return swap order (the Client TRS) with Huatai Securities in connection with the
|
||
Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure
|
||
under the Back-to-back TRS, HTCI participates in the Company’ s initial public offering and subscribes the Offer Shares through placing order with
|
||
HTFH during the International Placing.
|
||
To the best of our knowledge and after making all reasonable enquiries, each of the Huatai Ultimate Clients and their respective ultimate beneficial
|
||
owner holding 30% or more interest is an independent third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI,
|
||
HTFH and the companies which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to -back TRS in connection with the Client TRS order placed by the
|
||
Huatai Ultimate Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS
|
||
and the Client TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Ultimate
|
||
Clients through the Back-to-back TRS and the Client TRS and all ec onomic loss shall be ultimately borne by the Huatai Ultimate Clients . HTCI will
|
||
not take any economic return or bear any economic loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (“QDII”) in the
|
||
way that the Huatai Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through
|
||
the exchange rate exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the
|
||
Back-to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the
|
||
profit and loss using the current exchange rate at the time of termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure
|
||
of the profit and loss on settlement date.
|
||
|
||
|
||
--- page 46 ---
|
||
46
|
||
|
||
The Huatai Ultimate Clients may exercise an early terminati on right to terminate the Client TRS at any time from the issue date of the Client TRS
|
||
which should be on or after the date on which the Offer Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon
|
||
maturity or early termination of the Client TRS by the Huatai Ultimate Clients , HTCI will dispose the Offer Shares on the secondary market and the
|
||
Huatai Ultimate Clients will receive a final settlement amount in cash in accordance with the terms and conditions of the Back -to-back TRS and the
|
||
Client TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the
|
||
Client TRS, the Huatai Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant
|
||
Huatai Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities
|
||
will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai
|
||
Ultimate Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. HTCI
|
||
will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and Back -to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all
|
||
of the Offer Shares in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the
|
||
form of stock borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares
|
||
on loan at any time in order to satisfy its obligations under the Back-to -back TRS to ensure the economic inter ests are ultimately passed to the Huatai
|
||
Ultimate Clients.
|
||
Details of the Huatai Ultimate Clients are set out as below:
|
||
Name of the Huatai Ultimate Clients Ultimate beneficial owner(s) holding 30% or more interest
|
||
(if any)
|
||
源峰穩健私募證券投資基金 (Yuanfeng Wenjian Private Equity Fund) N/A
|
||
艾方金科 3 號私募證券投資基金 (Aifang Jinke No.3 Private Equity Fund) Leng Ling (冷玲)
|
||
道合承光私募證券投資基金 (Daohe Chengguang Private Equity Fund) ZHONG SHANSHAN
|
||
|
||
5) Each of CMBI and CMS HK is distributor of the Global Offering. Bosera AM intends to subscribe and hold the Offer Shares in its capacity as the
|
||
discretionary fund manager on behalf of its sub-funds, which are all independent third parties. To the best knowledge of Bosera AM after due enquiry,
|
||
each of the sub-funds and their respective ultimate beneficial owner holding 30% or more interest is an independent third party of Bosera AM and each
|
||
of CMBI and CMS HK, and the companies which are members of the same group of companies as each of CMBI and CMS HK.
|
||
6) CSB is a distributor of the Global Offering. China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its underlying clients or mandates, which are independent third parties. To the best knowledge of China AMC HK after due enquiry,
|
||
each of the underlying clients or mandates of China AMC HK and their respective ultimate beneficial owner holding 30% or more interest is an
|
||
independent third party of China AMC HK and CSB, and the companies which are members of the same group of companies as CSB.
|
||
|
||
|
||
--- page 47 ---
|
||
47
|
||
|
||
7) CSB is a distributor of the Global Offering. China AMC will hold the Offer Shares in its capacity on behalf of its underlying client , which is an
|
||
independent third party. There is no ultimate beneficial owner holding 30% interest or more in such underlying client. To the best knowledge of China
|
||
AMC after due enquiry, the underlying client of China AMC is an independent third party of China AMC and CSB, and the companies which are
|
||
members of the same group of companies as CSB.
|
||
8) CSB is a distributor of the Global Offering. CITICS AM will hold the Offer Shares in its capacity as the discretionary fund manager on behalf of its
|
||
underlying client, which is an independent third party. There is no u ltimate beneficial owner holding 30% interest o r more in such underlying client.
|
||
To the best knowledge of CITICS AM after due enquiry, the underlying client of CITICS AM is an independent third party of CITICS AM and CSB,
|
||
and the companies which are members of the same group of companies as CSB.
|
||
9) UBS AG is an underwriter of the Global Offering. ICBC UBS (International) will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
on behalf of its underlying client, who, and its ultimate beneficial owner holding 30% interest or more , is an independent third party of the Company,
|
||
its subsidiaries, its substantial shareholders, ICBC UBS (International), UBS AG and the companies which are members of the same group of UBS AG.
|
||
|
||
|
||
--- page 48 ---
|
||
48
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong
|
||
Kong Securities Clearing Company Limited 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 constitute or form a part of any offer or solicitation to
|
||
purchase or subscribe for securities in the United States. The Offer Shares have not been and will not
|
||
be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”)or
|
||
any state securities laws in the United States and may not be offered, sold, pledged or transferred
|
||
within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation
|
||
S under the U.S. Securities Act), except in transactions exempt from, or not subject to, the registration
|
||
requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (1) solely to
|
||
qualified institutional buyers as defined in Rule 144A in reliance on Rule 144A or another exem ption
|
||
from, or in a transaction not subject to, registration under the U.S. Securities Act and (2) outside the
|
||
United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated December 31, 2025 issued by MiniMax Group Inc. for
|
||
detailed information about the Global Offering described below before deciding whether or not to
|
||
invest in the Offer Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
|
||
the occurrence of any of the events set out in the 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 January 9, 2026).
|
||
|
||
|
||
--- page 49 ---
|
||
49
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (after taking into account the full
|
||
exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment
|
||
Option), the total number of the Class A Ordinary Shares held by the public represents
|
||
approximately 80.4% of the total number of issued Class A Ordinary Shares of the Company,
|
||
which is higher than the prescribed percentage of Class A Ordinary Shares required to be held in
|
||
public hands of 12.2% under Rule 8.08(1) of the Listing Rules calculated based on the final Offer
|
||
Price of HK$165.00 per Share, thereby satisfying the public float requirement under Rule 8.08(1)
|
||
of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, Class A Ordinary Shares held by the Cornerstone Investors upon the Listing
|
||
shall not be counted towards the free float of the Class A Ordinary Shares of the Company at the
|
||
time of Listing. Based on the final Offer Price of HK$165.00 per Share, the Company satisfies the
|
||
free float requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (after
|
||
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option), (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 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
|
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The Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, January
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9, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
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right of termination described in the section headed “Underwriting – Underwriting Arrangements
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and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has
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not been exercised. Investors who trade the Class A Ordinary Shares on the basis of publicly
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available allocation details prior to the receipt of Share certificates or prior to the Share certificates
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becoming valid evidence of title do so entirely at their own risk.
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--- page 50 ---
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50
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Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday,
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January 9, 2026 (Hong Kong time), it is expected that dealings in the Class A Ordinary Shares on
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the Stock Exchange will commence at 9:00 a.m. on Friday, January 9, 2026 (Hong Kong time).
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The Class A Ordinary Shares will be traded in board lots of 20 Class A Ordinary Shares each, and
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the stock code of the Shares will be 0100.
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By order of the Board
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MiniMax Group Inc.
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Dr. Yan Junjie
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Chairman of the Board and Executive Director
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Hong Kong, January 8, 2026
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As of the date of this announcement, the Board comprises: (i) Dr. Yan Junjie, Ms. Yun Yeyi, Mr.
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Zhao Pengyu and Mr. Zhou Yucong as executive Directors; (ii) Mr. Chen Yingjie and Mr. Liu
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Wei as non-executive Directors; and (iii) Mr. Huang Guobin, Dr. Wang Pengcheng and Dr. Zhu
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Huaxing as proposed independent non-executive Directors.
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