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.
1122 lines
48 KiB
Plaintext
1122 lines
48 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 “Hong Kong Stock
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Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents
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of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the prospectus dated Tuesday, December 31, 2024 (the “Prospectus ”) issued by Bloks Group Limited ( ̺ኁ
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ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
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for detailed information about the Global Offering described below before deciding whether or not to invest in the
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Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
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on the information in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged or
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otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to,
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the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares are
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being offered and sold (i) within the United States solely to “Qualified Institutional Buyers ” as defined in Rule 144A
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pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore
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transactions in accordance with Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as stabilizing manager (the “Stabilization
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Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, the extent permitted by the
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applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with
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a view to stabilizing or supporting the market price of the Shares at such price, in such amounts and in such manners
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as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than that which
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might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
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Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action,
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if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any person
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acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may
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be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging
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applications under the Hong Kong Public Offering (which is Thursday, February 6, 2025). Such Stabilizing action,
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if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all
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applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Thursday, February 6, 2025). After
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this date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares,
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could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed
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“Underwriting { Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for
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Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
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expected to be on Friday, January 10, 2025).
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--- page 2 ---
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2
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Bloks Group Limited
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ʮ̡
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 27,738,300 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 : 12,060,300 Offer Shares (as adjusted
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after reallocation)
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Number of International Offer Shares : 15,678,000 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
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the Over-allotment Option)
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Final Offer Price : HK$60.35 per Offer Share, plus
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brokerage of 1.0%, SFC transaction
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levy of 0.0027%, AFRC transaction
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levy of 0.00015% and Stock Exchange
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trading fee of 0.00565%
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Nominal value : US$0.0001 per Share
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Stock code : 0325
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Lead Manager
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--- page 3 ---
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3
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BLOKS GROUP LIMITED/ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated December 31, 2024 (the “Prospectus ”) issued
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by Bloks Group Limited (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could
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move substantially even with a small number of Shares traded and should exercise extreme
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caution when dealing in the Shares.
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SUMMARY
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Company information
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Stock code 0325
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Stock short name BLOKS
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Dealings commencement date January 10, 2025*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$60.35
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Offer Price Range HK$55.65 - HK$60.35
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares (taking into account the full exercise
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of the Offer Size Adjustment Option and subject to the Over-
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allotment Option)
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27,738,300
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Number of Offer Shares in Hong Kong Public Offering (after
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reallocation)
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12,060,300
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Number of Offer Shares in International Offering (taking into
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account the full exercise of the Offer Size Adjustment Option,
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after reallocation and subject to the Over-allotment Option)
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15,678,000
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Number of issued Shares upon Listing (before any exercise of the
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Over-allotment Option)
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245,090,245
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The number of Offer Shares above is determined after taking into account the additional Offer
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Shares issued under the following Offer Size Adjustment Option.
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--- page 4 ---
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4
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Offer Size Adjustment Option (Upsize Option)
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Number of additional Shares issued under the option 3,618,000
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– Hong Kong Public Offering N/A
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– International Offering 3,618,000
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The Offer Size Adjustment Option has been fully exercised by the Overall Coordinators,
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pursuant to which the Company is issuing and allotting 3,618,000 additional Offer Shares,
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representing approximately 15% of the total number of Offer Shares initially available under
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the Global Offering, at the final Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 4,160,700
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$1,674 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$(117) million
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Net proceeds HK$1,557 million
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Note: Gross proceeds refers to the amount to which the Company is entitled receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The
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Company intends to apply the additional net proceeds from the exercise of the Offer Size Adjustment Option
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and the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and Use
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of Proceeds ” of the Prospectus on a pro rata basis. During the Track Record Period, the Company incurred
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RMB23.7 million of listing expenses, among which, RMB15.4 million was charged to the consolidated
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statements of profit or loss of the Company.
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--- page 5 ---
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5
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 126,841
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No. of successful applications 40,201
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Subscription level 5,999.96 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public Offering 2,412,300
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Final no. of Offer Shares under the Hong Kong Public Offering (as adjusted
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after reallocation)
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12,060,300
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% of Offer Shares under the Hong Kong Public Offering to the Global
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Offering (before any exercise of Over-allotment Option)
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43.5%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to www.eipo.
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com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for
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the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 198
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Subscription Level 38.6 times
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No. of Offer Shares initially available under the International Offering 21,708,000
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Final no. of Offer Shares under the International Offering (taking into
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account the full exercise of the Offer Size Adjustment Option and as
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adjusted after reallocation)
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15,678,000
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% of Offer Shares under the International Offering to the Global Offering
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(before any exercise of Over-allotment Option)
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56.5%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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5(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering
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to certain existing Shareholders and/or their close associates, and (b) a consent under paragraph
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17 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate
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certain Offer Shares in the International Offering to close associate of certain existing Shareholder
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and Cornerstone Investors, (i) none of the Offer Shares subscribed by the placees and the public
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have been financed directly or indirectly by the Company, any of the Directors, chief executive
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of the Company, controlling shareholders, substantial shareholders, existing shareholders of the
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Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
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and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition of
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Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 6 ---
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6
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor Note 1
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No. of
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Offer Shares
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allocated
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Approximate
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% of Offer
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Shares Note 2
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Approximate
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% of total
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issued share
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capital after
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the Global
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Offering Note 2
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Existing
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Shareholders
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or their close
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associates
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Greenwoods Asset
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Management Hong Kong
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Limited
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2,574,600 9.28% 1.05% No
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UBS Asset Management
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(Singapore) Ltd. 2,574,600 9.28% 1.05% No
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Fullgoal Fund Management
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Co., Ltd. 900,900 3.25% 0.37% No
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Fullgoal Asset Management
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(HK) Limited 386,100 1.39% 0.16% No
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Total 6,436,200 23.20% 2.63%
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Notes:
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(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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(2)
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Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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Allotees with waiver/consents obtained
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Investor
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No. of
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Offer Shares
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allocated
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Approximate
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% of Offer
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Shares Note 1
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Approximate
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% of total
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issued share
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capital after
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the Global
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Offering Note 1
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Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and
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consent under paragraph 5(2) of the Placing Guidelines in relation to subscription for Offer
|
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Shares by existing Shareholders and/or their close associate Note 2
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Gaintex Investment
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Limited 642,600 2.3% 3.6% An existing Shareholder
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Plus Force
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Enterprise Limited
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258,000 0.9% 0.8%
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A close associate of
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Hongshan Limited, an
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existing Shareholder
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--- page 7 ---
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7
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Investor
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No. of
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Offer Shares
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allocated
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Approximate
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% of Offer
|
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Shares Note 1
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Approximate
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% of total
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issued share
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capital after
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the Global
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Offering Note 1
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Relationship
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Allotees with consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations of Offer Shares to (a) close associate of an existing
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Shareholder and (b) Cornerstone Investors Note 2
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Merron Ventures
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Limited
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1,929,000 7.0% 5.8%
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A close associate of
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BlueCo Investment L.P.,
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an existing Shareholder
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UBS Asset
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Management
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(Singapore) Ltd.
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642,000 2.3% 1.3% A Cornerstone
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Investor Note 3
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Greenwoods Asset
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Management Hong
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Kong Limited
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255,000 0.9% 1.2% A Cornerstone
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Investor Note 3
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Allotee with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of
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the Guide for New Listing Applicants in relation to allocations to connected client Note 2
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Huatai Capital
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Investment Limited
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(“HTCI”)
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53,400 0.19% 0.02% Connected client
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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(2) For details of (i) the waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
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paragraph 5(2) of the Placing Guidelines in relation to subscription for Offer Shares by existing Shareholders
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and/or their close associate, (ii) the consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations of Offer Shares to (a) close associate of an existing Shareholder and (b)
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Cornerstone Investors, and (iii) the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15
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of the Guide for New Listing Applicants in relation to allocations to connected client, please refer to the
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section headed “Other Information ” in this announcement.
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(3) The number of Offer Shares allocated to such investors only represents the number of Offer Shares
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allocated to the investors as placees in the International Offering. For allocations of Offer Shares to the
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relevant investors as Cornerstone Investors, please refer to the section headed “Allotment Results Details –
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International Offering – Cornerstone Investors ” in this announcement.
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--- page 8 ---
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8
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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Shares held in
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the Company
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subject to lock-up
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undertakings upon
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Listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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Listing Note 1
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Last day subject
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to the lock-up
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undertakings
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Next Bloks Limited Note 2 110,639,460 45.14% July 9, 2025
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(First Six-Month
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Period) Note 3
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January 9, 2026
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(Second Six-
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Month Period) Note 4
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Smart Bloks Limited Note 2 8,805,846 3.59% July 9, 2025
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(First Six-Month
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Period) Note 3
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January 9, 2026
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(Second Six-
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Month Period) Note 4
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Subtotal 119,445,306 48.73%
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Notes:
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(1)
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Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
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Over-allotment Option.
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(2)
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Next Bloks Limited directly holds 110,639,460 Shares in the Company and is owned as to 99% by Wit
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Bright Limited under the Wise Global Trust and 1% by Playcreation Holding Limited, and Smart Bloks
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Limited holds 8,805,846 Shares in the Company and is wholly owned by Mr. Zhu. The Wise Global Trust is
|
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a discretionary trust established by Mr. Zhu as the settlor for the benefit of Mr. Zhu and his family. As such,
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Mr. Zhu, Next Bloks Limited, Smart Bloks Limited, Wit Bright Limited and Playcreation Holding Limited
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will be the Controlling Shareholders of the Company after Listing.
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(3)
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In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the First Six-
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||
Month Period ends on July 9, 2025. The Controlling Shareholders may dispose of or transfer Shares after the
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indicated date provided that the Controlling Shareholders will not cease to be a Controlling Shareholder.
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(4)
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In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-
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Month Period ends on January 9, 2026.
|
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--- page 9 ---
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9
|
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Pre-IPO Investors
|
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Name
|
||
Number of
|
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Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing Note 1
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||
Last day subject
|
||
to the lock-up
|
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undertakings Note 2
|
||
WAY ELEGANCE LIMITED 2,193,550 0.89% July 9, 2025
|
||
GAINTEX INVESTMENT
|
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LIMITED
|
||
8,097,779 3.30% July 9, 2025
|
||
QI Daqing 1,755,705 0.72% July 9, 2025
|
||
JYCP Holding Limited 8,024,070 3.27% July 9, 2025
|
||
JYMB Holding Limited 877,420 0.36% July 9, 2025
|
||
Beihai Kmind Management
|
||
Consulting Limited
|
||
2,193,550 0.89% July 9, 2025
|
||
NAW Investment Co., Ltd. 1,658,065 0.68% July 9, 2025
|
||
SinoMedia (Asia Pacific)
|
||
Company Limited
|
||
5,352,255 2.18% July 9, 2025
|
||
HFHI investment Limited 1,253,445 0.51% July 9, 2025
|
||
BlueCo Investment L.P. 12,258,535 5.00% July 9, 2025
|
||
IDEA GREAT LIMITED 14,601,680 5.96% July 9, 2025
|
||
Gaorong BLK Holding limited 2,581,622 1.05% July 9, 2025
|
||
Yunfeng Blocks Management
|
||
Limited
|
||
6,839,440 2.79% July 9, 2025
|
||
Hongshan Limited 1,604,205 0.65% July 9, 2025
|
||
DRAGON RIDGE LIMITED 223,823 0.09% July 9, 2025
|
||
LC Fund IX, L.P. 671,470 0.27% July 9, 2025
|
||
Lenient Investment L.P. 671,470 0.27% July 9, 2025
|
||
Subtotal 70,858,084 28.88%
|
||
Notes:
|
||
(1)
|
||
Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
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Over-allotment Option.
|
||
(2)
|
||
Each of the Pre-IPO Investors has entered into a deed of lock-up undertakings in favor of the Company, the
|
||
Joint Sponsors and the Overall Coordinators pursuant to which certain lock-up restrictions have been imposed
|
||
on its Relevant Shares during the period ending on the date that is six months from the Listing Date. For
|
||
details, please refer to the section headed “Underwriting – Undertakings by other existing Shareholders ” of
|
||
the Prospectus.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Other Existing Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
ShawnXF Limited 4,363,650 1.78% July 9, 2025
|
||
Bloks Is Coming Limited 1,363,650 0.56% July 9, 2025
|
||
First Prosperity Limited 21,321,255 8.70% July 9, 2025
|
||
Subtotal 27,048,555 11.04%
|
||
Notes:
|
||
(1)
|
||
Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option.
|
||
(2)
|
||
Each of the other existing Shareholders has entered into a deed of lock-up undertakings in favor of the
|
||
Company, the Joint Sponsors and the Overall Coordinators pursuant to which certain lock-up restrictions
|
||
have been imposed on its Relevant Shares during the period ending on the date that is six months from the
|
||
Listing Date. For details, please refer to the section headed “Underwriting – Undertakings by other existing
|
||
Shareholders ” of the Prospectus.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Greenwoods Asset
|
||
Management Hong Kong
|
||
Limited
|
||
2,574,600 1.05% July 9, 2025
|
||
UBS Asset Management
|
||
(Singapore) Ltd.
|
||
2,574,600 1.05% July 9, 2025
|
||
Fullgoal Fund Management
|
||
Co., Ltd.
|
||
900,900 0.37% July 9, 2025
|
||
Fullgoal Asset Management
|
||
(HK) Limited
|
||
386,100 0.16% July 9, 2025
|
||
Subtotal 6,436,200 2.63%
|
||
Notes:
|
||
(1)
|
||
Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option.
|
||
(2)
|
||
The expiry day of the lock-up period shown in the table above is pursuant to the relevant Cornerstone
|
||
Investment Agreements.
|
||
|
||
|
||
--- page 12 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1 3,216,600 20.52% 16.21% 11.60% 10.08% 3,216,600 1.31% 1.29%
|
||
Top 5 10,552,200 67.31% 53.19% 38.04% 33.08% 22,810,735 9.31% 9.15%
|
||
Top 10 13,048,800 83.23% 65.77% 47.04% 40.91% 33,405,114 13.63% 13.40%
|
||
Top 25 15,968,400 101.85% 80.49% 57.57% 50.06% 37,928,919 15.48% 15.22%
|
||
Note
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
12
|
||
|
||
|
||
--- page 13 ---
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
Offer Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1 – 0.00% 0.00% 0.00% 0.00% 119,445,306 48.74% 47.92%
|
||
Top 5 1,929,000 12.30% 9.72% 6.95% 6.05% 179,128,736 73.09% 71.87%
|
||
Top 10 5,788,200 36.92% 29.18% 20.87% 18.15% 207,641,060 84.72% 83.31%
|
||
Top 25 12,925,800 82.45% 65.15% 46.60% 40.52% 230,053,922 93.86% 92.30%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
13
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 126,841 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO.OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF
|
||
SHARES APPLIED FOR
|
||
POOL A
|
||
300 37,497 3,750 out of 37,497 to receive 300 Shares 10.00%
|
||
600 5,683 580 out of 5,683 to receive 300 Shares 5.10%
|
||
900 2,637 277 out of 2,637 to receive 300 Shares 3.50%
|
||
1,200 1,480 160 out of 1,480 to receive 300 Shares 2.70%
|
||
1,500 3,930 432 out of 3,930 to receive 300 Shares 2.20%
|
||
1,800 1,136 130 out of 1,136 to receive 300 Shares 1.91%
|
||
2,100 1,801 214 out of 1,801 to receive 300 Shares 1.70%
|
||
2,400 526 63 out of 526 to receive 300 Shares 1.50%
|
||
2,700 378 48 out of 378 to receive 300 Shares 1.41%
|
||
3,000 5,145 669 out of 5,145 to receive 300 Shares 1.30%
|
||
4,500 1,867 252 out of 1,867 to receive 300 Shares 0.90%
|
||
6,000 2,397 336 out of 2,397 to receive 300 Shares 0.70%
|
||
7,500 1,864 280 out of 1,864 to receive 300 Shares 0.60%
|
||
9,000 1,907 297 out of 1,907 to receive 300 Shares 0.52%
|
||
10,500 1,514 244 out of 1,514 to receive 300 Shares 0.46%
|
||
12,000 1,304 214 out of 1,304 to receive 300 Shares 0.41%
|
||
13,500 988 173 out of 988 to receive 300 Shares 0.39%
|
||
15,000 2,401 456 out of 2,401 to receive 300 Shares 0.38%
|
||
18,000 1,847 410 out of 1,847 to receive 300 Shares 0.37%
|
||
21,000 1,842 464 out of 1,842 to receive 300 Shares 0.36%
|
||
24,000 1,303 365 out of 1,303 to receive 300 Shares 0.35%
|
||
27,000 946 289 out of 946 to receive 300 Shares 0.34%
|
||
30,000 6,137 2,025 out of 6,137 to receive 300 Shares 0.33%
|
||
45,000 3,101 1,488 out of 3,101 to receive 300 Shares 0.32%
|
||
60,000 2,566 1,591 out of 2,566 to receive 300 Shares 0.31%
|
||
75,000 6,524 4,894 out of 6,524 to receive 300 Shares 0.30%
|
||
98,721 Total number of Pool A successful applicants: 20,101
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO.OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF
|
||
SHARES APPLIED FOR
|
||
POOL B
|
||
90,000 3,655 1,754 out of 3,655 to receive 300 Shares 0.16%
|
||
105,000 1,287 676 out of 1,287 to receive 300 Shares 0.15%
|
||
120,000 992 556 out of 992 to receive 300 Shares 0.14%
|
||
135,000 729 426 out of 729 to receive 300 Shares 0.13%
|
||
150,000 1,619 971 out of 1,619 to receive 300 Shares 0.12%
|
||
180,000 1,622 1,071 out of 1,622 to receive 300 Shares 0.11%
|
||
210,000 1,176 823 out of 1,176 to receive 300 Shares 0.10%
|
||
240,000 1,145 733 out of 1,145 to receive 300 Shares 0.08%
|
||
270,000 835 541 out of 835 to receive 300 Shares 0.07%
|
||
300,000 5,000 3,250 out of 5,000 to receive 300 Shares 0.07%
|
||
600,000 3,305 2,644 out of 3,305 to receive 300 Shares 0.04%
|
||
900,000 1,301 1,201 out of 1,301 to receive 300 Shares 0.03%
|
||
1,206,000 5,454 300 Shares 0.02%
|
||
28,120 Total number of Pool B successful applicants: 20,100
|
||
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 Company ’s Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
OTHER INFORMATION
|
||
Offer Size Adjustment Option and Reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed by more than 100 times, the
|
||
reallocation as described in the section headed “Structure of the Global Offering – The Hong Kong
|
||
Public Offering – Reallocation ” of the Prospectus has been applied.
|
||
The Offer Size Adjustment Option has been fully exercised by the Overall Coordinators, pursuant
|
||
to which the Company is issuing and allotting 3,618,000 additional Offer Shares, representing
|
||
approximately 15% of the total number of Offer Shares initially available under the Global
|
||
Offering, at the final Offer Price. All of the additional Offer Shares that would be allotted and
|
||
issued by the Company pursuant to the full exercise of the Offer Size Adjustment Option will
|
||
be allocated to the International Offering. Accordingly, the total number of Offer Shares finally
|
||
available under the Global Offering (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 27,738,300 Offer Shares and the total issued share capital of the
|
||
Company upon Listing (taking into account the full exercise of the Offer Size Adjustment Option
|
||
and before any exercise of the Over-allotment Option) will be 245,090,245 Shares.
|
||
As a result of the above, the final number of Offer Shares under the Hong Kong Public Offering
|
||
is adjusted to 12,060,300 Shares, representing approximately 43.5% of the total number of Offer
|
||
Shares available under the Global Offering (assuming the Over-allotment Option is not exercised),
|
||
and the final number of Offer Shares under the International Offering is adjusted to 15,678,000
|
||
Shares, representing approximately 56.5% of the total number of Offer Shares under the Global
|
||
Offering (assuming the Over-allotment Option is not exercised).
|
||
Allocations of Offer Shares to (a) close associate of an existing Shareholder and (b)
|
||
Cornerstone Investors with a consent under paragraph 17 of Chapter 4.15 of the Guide for
|
||
New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph 17
|
||
of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate further
|
||
Offer Shares in the International Offering to (a) close associate of certain existing Shareholder and
|
||
(b) Cornerstone Investors as placees, subject to the following conditions:
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates as permitted
|
||
under the Size-based Exemption (as defined in the Guide for New Listing Applicants) do not
|
||
exceed 30% of the total number of the Shares offered under the Global Offering;
|
||
(c) each Director, chief executive and Controlling Shareholders of the Company confirms that no
|
||
Offer Shares have been allocated to them or their respective close associates under the Size-
|
||
based Exemption;
|
||
(d) the allocation to close associate of certain existing Shareholder and Cornerstone Investors
|
||
will not affect the Company ’s ability to satisfy the public float requirement as prescribed by
|
||
the Stock Exchange under Rule 8.08 of the Listing Rules; and
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
(e) details of the allocation to close associate of certain existing Shareholder and Cornerstone
|
||
Investors under the Size-based Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to close associate of existing Shareholder and
|
||
Cornerstone Investors, please refer to the section headed “Allotment Results Details – International
|
||
Offering – Allotees with Waivers/Consents Obtained ” in this announcement.
|
||
Placing to existing Shareholders and/or their close associates with a waiver from the strict
|
||
compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph 5(2) of
|
||
the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a waiver
|
||
from the strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2)
|
||
of the Placing Guidelines to permit the Company to allocate such Offer Shares in the International
|
||
Offering to the existing Shareholders and/or their close associates listed above. The allocation of
|
||
Offer Shares to such existing Shareholders and/or their close associates is in compliance with all
|
||
the conditions under the waiver/consent granted by the Stock Exchange, including but not limited
|
||
to (i) each of such existing Shareholders, together with its close associate (if applicable), has
|
||
less than 5% of the Company ’s voting rights prior to the Listing, and (ii) each of such existing
|
||
Shareholders or its respective close associate (if applicable) is not or will not be a core connected
|
||
person of the Company or its close associate upon Listing. For details of the allocations of Offer
|
||
Shares to existing Shareholders and/or their close associates, please refer to the section headed
|
||
“Allotment Results Details – International Offering – Allotees with Waivers/Consents Obtained ” in
|
||
this announcement.
|
||
Placing to connected client with a prior consent under paragraph 5(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 5(1) of the Placing Guidelines to permit HTCI to participate in the Global
|
||
Offering. Details of the placement to connected client are set out below. The allocation of Offer
|
||
Shares to such connected client is in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
|
||
|
||
--- page 18 ---
|
||
No. Connected
|
||
Distributor Connected Client
|
||
Relationship with
|
||
the Connected
|
||
Distributor
|
||
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
|
||
Number of Offer
|
||
Shares allocated
|
||
to the connected
|
||
client
|
||
Appropriate
|
||
percentage of total
|
||
number of Offer
|
||
Shares (taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares in
|
||
issue immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
1. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
HTCI
|
||
(Note 1) HTCI is a member
|
||
of the same group
|
||
of HTFH.
|
||
Please refer to Note (1). No Juming Ruiyi:
|
||
19,200
|
||
0.069% 0.008%
|
||
Juming Zhangyu:
|
||
12,000
|
||
0.043% 0.005%
|
||
United Advance
|
||
Capital: 19,200
|
||
0.069% 0.008%
|
||
Weining Qihang:
|
||
1,500
|
||
0.005% 0.001%
|
||
Shanghai Qinchen:
|
||
1,500
|
||
0.005% 0.001%
|
||
18
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Note:
|
||
(1) 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 ”).
|
||
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 an Overall Coordinator in connection with the Global Offering. Pursuant to the ISDA Agreement,
|
||
HTCI, which intends to participate in the Global Offering as a placee, will hold 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 pass the full economic exposure of the Offer Shares 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.
|
||
HTCI is a member of the same group of companies as HTFH, the Overall Coordinator. Accordingly, HTCI is
|
||
considered as a “connected client ” of HTFH pursuant to paragraph 13(7) of the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (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 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 IPO and subscribes the Offer Shares through placing order with HTFH during the International
|
||
Offering.
|
||
The Huatai Ultimate Clients for purpose of this place subscription include (i) Juming Ruiyi Private Equity
|
||
Investment Fund* (ږ“( ) Juming Ruiyi ”); (ii) Juming Zhangyu Value Growth Private
|
||
Equity Investment Fund* (ږ“( ) Juming Zhangyu ”); (iii) United Advance
|
||
Capital Company Limited* (ʮ̡ ) ( “United Advance Capital ”); (iv) Weining
|
||
Qihang No. 1 Private Equity Investment Fund* ( ሊྐྵ઼ঘ 1 ږ“( ) Weining Qihang ”); and
|
||
(v) Shanghai Qinchen Private Equity Fund Management Partnership (Limited Partnership)* (ږ
|
||
၍ଣΥྫΆุ (Υྫ )) ( “Shanghai Qinchen ”). LIANG Ruilin holds approximately 41.08% of the interest
|
||
in Juming Ruiyi, and no other participating shareholders of Juming Ruiyi holds 30% or more of the interest in
|
||
Juming Ruiyi. None of the participating shareholders of Juming Zhangyu holds 30% or more of the interest in
|
||
Juming Zhangyu. Guan Huayu is interested in approximately 67% of the shares of United Advance Capital, and
|
||
no other shareholders control more than 30% shareholding in United Advance Capital. WANG Jun is interested
|
||
in 50% of the shares of Weining Qihang, and no other shareholders of Weining Qihang control more than 30%
|
||
shareholding in Weining Qihang. ZHANG Hang is interested in 32.82% of the shares of Shanghai Qinchen, and
|
||
no other shareholders of Shanghai Qinchen controls more than 30% shareholding in Shanghai Qinchen.
|
||
To the best of knowledge of HTCI and after making all reasonable enquiries, each of the Huatai Ultimate
|
||
Clients is an independent third party of the Company, HTCI, HTFH and the companies which are members of
|
||
the same group of companies as HTFH.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
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, all
|
||
economic returns of the Offer Shares will be passed to the Huatai Ultimate Clients through the Back-to-back
|
||
TRS and the Client TRS and all economic loss shall be 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.
|
||
The Huatai Ultimate Clients may exercise an early termination 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. 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 termination amount of the Back-to-back 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. Due to its internal policy, 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 (as further described below).
|
||
As permitted under the contractual arrangement with the Huatai Ultimate Clients, 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 interests to be passed to the Huatai
|
||
Ultimate Clients will remain unchanged.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
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, 2024 issued by Bloks Group
|
||
Limited for detailed information about the Global Offering described below before deciding
|
||
whether or not to invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and 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 paragraph 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 10, 2025).
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option), approximately 48.93% of the issued share capital of the Company, will
|
||
be held in the public hands, satisfying the minimum percentage as prescribed by Rule 8.08 of the
|
||
Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (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 (as defined in the Listing Rules) immediately
|
||
after the Global Offering; (iii) the three largest public Shareholders do not hold more than 50% of
|
||
the Shares held in the public hands at the time of the Listing in compliance with Rules 8.08(3) and
|
||
8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing
|
||
in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on
|
||
Friday, January 10, 2025 (Hong Kong time), provided that (i) the Global Offering has become
|
||
unconditional in all respects, and (ii) the right of termination as described in the paragraph headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
|
||
Grounds for Termination ” in the Prospectus has not been exercised. Investors who trade Shares on
|
||
the basis of publicly available allocation details before the receipt of Share certificates or before
|
||
the Share certificates become valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
|
||
Hong Kong on Friday, January 10, 2025 (Hong Kong time), it is expected that dealings in the
|
||
Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, January 10, 2025 (Hong
|
||
Kong time). The Shares will be traded in board lots of 300 Shares each and the stock code of the
|
||
Shares will be 0325.
|
||
By order of the board
|
||
Bloks Group Limited
|
||
Mr. Zhu Weisong
|
||
Chairman of the Board, Executive Director and
|
||
Chief Executive Officer
|
||
Hong Kong, January 9, 2025
|
||
As of the date of this announcement, the Board comprises Mr. Zhu Weisong, Mr. Sheng Xiaofeng
|
||
as executive Directors; Mr. Chang Kaisi and Mr. Chen Rui as the non-executive Directors; and Mr.
|
||
Gao Pingyang, Ms. Huang Rong and Mr. Shang Jian as independent non-executive Directors.
|