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.
1475 lines
53 KiB
Plaintext
1475 lines
53 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 ”, or the “ Hong
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Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the
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contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined
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in the prospectus dated December 31, 2025 (the “ Prospectus ”) of OmniVision Integrated Circuits Group, Inc. (ණϓཥ
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༩(ණྠ)ʮ̡) (the “ Company”). This announcement is made by the order of the board (the “ Board”) of directors
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(the “ Directors”) of the Company. The Board collectively and individually accept responsibility for the accuracy of this
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announcement.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
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subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
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detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
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Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the
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Prospectus.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including
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its territories and possessions, any state of the United States and the District of Columbia or any other jurisdiction where such
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distribution is prohibited by laws). This announcement does not constitute or form a part of any offer or solicitation to purchase
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or subscribe for securities in the United States or in any other jurisdictions. The securities mentioned herein have not been, and
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will not be, 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 otherwise
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transferred within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act
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and in compliance with any applicable state securities laws, or outside the United States unless in compliance with Regulation S
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under the U.S. Securities Act. There will be no public offer of securities in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as stabilizing
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manager (the “ Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the
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extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts and in
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such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than that
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which 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, if taken, (a)
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will be conducted at the absolute discretion of the Stabilizing Manager (or its affiliates or any person acting for it) and in what
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the Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is
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required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering
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(which is Friday, February 6, 2026). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible
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to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for longer than
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the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last day for
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lodging applications under the Hong Kong Public Offering (which is Friday, February 6, 2026). After this date, when no further
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stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to terms and conditions set out in the Prospectus.
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The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate
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effect upon the occurrence of any of the events set out in the section headed “Underwriting — Underwriting Arrangements and
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Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. on the
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Listing Date.
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--- page 2 ---
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2
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OmniVision Integrated Circuits Group, Inc.
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ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 45,800,000 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 4,580,000 H Shares
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Number of International Offer Shares : 41,220,000 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$104.80 per H Share, plus brokerage
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of 1%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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(payable in full on application in Hong Kong
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dollars and subject to refund)
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Nominal value : RMB1.0 per H Share
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Stock code : 0501
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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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UBS CICC PASCHK GF Securities
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Haitong International CITIC Securities
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Joint Lead Manager
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TMS
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--- page 3 ---
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3
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OmniVision Integrated Circuits Group, Inc.
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ණϓཥ༩ ( ණྠ )ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated December 31, 2025 (the “ Prospectus ”) issued
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by OmniVision Integrated Circuits Group, Inc. (ʮ̡ ) (the
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“Company”).
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Warning: In view of high concentration of shareholding in a small number of H
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Shareholders, H Shareholders and prospective investors should be aware that the price of
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the H Shares could move substantially even with a small number of H Shares traded and
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should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 0501
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Stock short name OMNIVISION
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Dealings commencement date January 12, 2026*
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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$104.8
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Offer Shares and Share Capital
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Number of Offer Shares 45,800,000
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Number of Offer Shares in Hong Kong Public Offering 4,580,000
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Number of Offer Shares in International Offering (before exercise
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of the Over-allotment Option)
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41,220,000
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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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(1)
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1,255,474,412
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Note:
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(1) The number of issued Shares upon Listing includes 3,921,163 repurchased A Shares which
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are held by the Company as treasury Shares
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--- page 4 ---
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4
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Over-allocation
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Number of Offer Shares over-allocated 6,870,000
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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 HK$4,799.8 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$106.7 million
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Net proceeds HK$4,693.2 million
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Note: (1) Gross proceeds refers to the amount which the Company is entitled to receive. For
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details of the use of proceeds, please refer to the section headed “Future Plans and Use of
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Proceeds” of the Prospectus. The Company will adjust the allocation of the net proceeds from the
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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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HONG KONG PUBLIC OFFERING
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Number of valid applications 14,551
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Number of successful applications 14,551
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Subscription level 9.28 times
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Claw-back triggered N/A
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Number of Offer Shares initially available under the Hong Kong
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Public Offering
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4,580,000
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Final number of Offer Shares under the Hong Kong Public
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Offering
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4,580,000
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% of final number of Offer Shares under the Hong Kong Public
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Offering to the Global Offering
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10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors
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can refer to https://www.hkeipo.hk/iporesult to perform a search by identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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Number of placees 127
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Subscription level 9.73 times
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Number of Offer Shares initially available under the
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International Offering
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41,220,000
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Final number of Offer Shares under the International Offering 41,220,000
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% of final number of Offer Shares under the International
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Offering to the Global Offering
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90%
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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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1C(2) of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering
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to certain Existing Minority Shareholders and/or their close associates, and (b) a consent under
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paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company
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to, among other things, allocate further H Shares in the International Offering to certain existing
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Shareholders and/or their close associates and Cornerstone Investors, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company,
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any of its Directors, chief executive, Controlling Shareholders, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking
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instructions from the Company, any of its Directors, chief executive, substantial Shareholders,
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Controlling 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 H
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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
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No. of Offer
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Shares
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allocated
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Approximate
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% of total
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issued H
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Shares after
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the Global
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Offering
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(1) (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
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(2) (3)
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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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Wildlife Willow Limited
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(“Wildlife”)
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(4)
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5,196,600 11.35% 0.41% No
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UBS Asset Management
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(Singapore) Ltd. (“ UBS AM
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Singapore”)
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(4)
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2,969,500 6.48% 0.24% Yes
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Formosa Opportunity Limited
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(“FOL”)
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(4)
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2,500,000 5.46% 0.20% Yes
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Huaqin Telecom Hong Kong
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Limited
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2,227,100 4.86% 0.18% No
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SKY ROYAL TRADING
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LIMITED (“ Sky Royal ”)
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(4)
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1,908,300 4.17% 0.15% No
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Pudong Science and Technology
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(Cayman) Co., Ltd. (“ PST”)
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(4)
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1,855,900 4.05% 0.15% No
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JSC International Investment Fund
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SPC (acting for and on behalf of
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Yongxin I SP)
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1,484,700 3.24% 0.12% No
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Ghisallo Fund Master Ltd
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(“Ghisallo”)
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(4)
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1,113,500 2.43% 0.09% No
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Dajia Life Insurance Co., Ltd.
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(“Dajia Life ”)
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(4)
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742,300 1.62% 0.06% Yes
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PSBC Wealth Management Co.,
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Ltd. (“PSBC Wealth ”) (through
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GF Securities Asset Management
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(Guangdong) Co., Ltd (“ GF
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Securities AM ”) as the qualified
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domestic institutional investor)
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(4)
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742,300 1.62% 0.06% No
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Total 20,740,200 45.28% 1.65%
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--- page 7 ---
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7
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Notes:
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(1) The number of H Shares immediately after the Global Offering is the same as the number of
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Offer Shares to be issued under the Global Offering.
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(2) Assuming the Over-allotment Option is not exercised.
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(3) The total issued share capital after the Global Offering includes 3,921,163 A Shares being
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held as treasury Shares as of the date of this announcement.
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(4) In addition to the Offer Shares subscribed for as Cornerstone Investors, Wildlife, UBS
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AM Singapore, FOL, Sky Royal, PST, Ghisallo, Dajia Life and PSBC Wealth (through
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GF Securities AM as the qualified domestic institutional investor), were allocated further
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Offer Shares as placees in the International Offering. Please refer to the section headed
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“Allotment Results Details — International Offering — Allottees with Waivers/Consents
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Obtained” in this announcement for details. Only the Offer Shares subscribed for as
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Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to
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the section headed “Lock-up Undertakings — Cornerstone Investors” in this announcement.
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--- page 8 ---
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8
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Allottees with waivers/consents obtained
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Investor
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No. of Offer
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Shares
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allocated
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Approximate
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% of total
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issued H
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Shares after
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the Global
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Offering
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(1) (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
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(2) (3)
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Relationship
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Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
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paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority
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Shareholders holding more than 1% of the issued share capital of the Company immediately prior to the
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completion of the Global Offering and/or their close associates
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(4)
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Nil Nil Nil Nil Nil
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Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
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relation to allocations of further H Shares to Cornerstone Investors
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(5)
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Wildlife 2,128,000 4.65% 0.17% Same entity as the
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Cornerstone Investor
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UBS AM Singapore 2,128,000 4.65% 0.17% Same entity as the
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Cornerstone Investor and an
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existing Shareholder
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PST 558,000 1.22% 0.04% Same entity as the
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Cornerstone Investor
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FOL 758,000 1.66% 0.06% Same entity as the
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Cornerstone Investor and an
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existing Shareholder
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Sky Royal 1,880,000 4.10% 0.15% Same entity as the
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Cornerstone Investor
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Ghisallo 333,800 0.73% 0.03% Same entity as the
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Cornerstone Investor
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Dajia Life 222,800 0.49% 0.02% Same entity as the
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Cornerstone Investor and an
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existing Shareholder
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PSBC Wealth (through
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GF Securities AM as
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the qualified domestic
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institutional investor)
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222,800 0.49% 0.02% Same entity as the
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Cornerstone Investor
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to connected clients
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(6)
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--- page 9 ---
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9
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Investor
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No. of Offer
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Shares
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allocated
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Approximate
|
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% of total
|
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issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(1) (2)
|
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Approximate
|
||
% of total
|
||
issued share
|
||
capital after
|
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the Global
|
||
Offering
|
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(2) (3)
|
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Relationship
|
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UBS AM Singapore 2,128,000 4.65% 0.17% Connected client as a placee
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2,969,500 6.48% 0.24% Connected client as a
|
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Cornerstone Investor
|
||
Fullgoal Asset
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Management (HK)
|
||
Limited
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9,700 0.02% 0.00% Connected client as a placee
|
||
PSBC Wealth (through
|
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GF Securities AM as
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the qualified domestic
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institutional investor)
|
||
222,800 0.49% 0.02% Connected client as a placee
|
||
742,300 1.62% 0.06% Connected client as a
|
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Cornerstone Investor
|
||
CITIC Securities Asset
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Management (HK)
|
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Limited
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74,400 0.16% 0.01% Connected client as a placee
|
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Guotai Junan
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Investments (Hong
|
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Kong) Limited
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556,700 1.22% 0.04% Connected client as a placee
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of
|
||
Offer Shares to be issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) The total issued share capital after the Global Offering includes 3,921,163 A Shares being
|
||
held as treasury Shares as of the date of this announcement.
|
||
|
||
|
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--- page 10 ---
|
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10
|
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Investor
|
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No. of Offer
|
||
Shares
|
||
allocated
|
||
Approximate
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(1) (2)
|
||
Approximate
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(2) (3)
|
||
Relationship
|
||
(4) Among the Cornerstone Investors, UBS AM Singapore, Formosa Opportunity Limited and
|
||
Dajia Life Insurance Co., Ltd. are Existing Minority Shareholders or their close associate,
|
||
none of which holds more than 1% of the issued share capital of the Company (including
|
||
the treasury Shares) immediately prior to the completion of the Global Offering. The Stock
|
||
Exchange has granted a waiver from strict compliance with the requirements under Rule
|
||
10.04 of the Listing Rules and consent under Paragraph 1C(2) of the Placing Guidelines
|
||
to permit H Shares in the International Offering to be placed to such Existing Minority
|
||
Shareholders. Please refer to the section headed “Waivers and Exemptions — Allocation
|
||
of H Shares to Existing Minority Shareholders and/or Their Close Associates” of the
|
||
Prospectus for details.
|
||
The Stock Exchange has granted the waiver on the condition that, among others, details of
|
||
the allocation to the Existing Minority Shareholders holding more than 1% of the issued
|
||
share capital of the Company (including the treasury Shares) immediately prior to the
|
||
completion of the Global Offering will be disclosed in the Prospectus and/or allotment
|
||
results announcement.
|
||
(5) The number of Offer Shares allocated to the relevant investors listed in this subsection
|
||
only represents the number of Offer Shares allocated to the investors as placees in
|
||
the International Offering. For allocations of Offer Shares to the relevant investors as
|
||
Cornerstone Investors, please refer to the section headed “Allotment Results Details —
|
||
International Offering — Cornerstone Investors” in this announcement. For details of the
|
||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations of further H Shares to the Cornerstone Investors, please refer to
|
||
the section headed “Others/Additional Information — Allocations of Offer Shares to the
|
||
Cornerstone Investors with a consent under paragraph 18 of Chapter 4.15 of the Guide for
|
||
New Listing Applicants” in this announcement.
|
||
(6) 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 sections headed “Others/Additional Information — Placing to connected
|
||
clients with a consent under paragraph 1C(1) of the Placing Guidelines” and “Others/
|
||
Additional Information — Allocations of Offer Shares to the Cornerstone Investors with a
|
||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants” in
|
||
this announcement.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
(6)
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(1)(2)
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(3)
|
||
Mr. YU Renrong 303,472,250 — 24.17% July 11, 2026
|
||
(First Six-Month
|
||
Period)
|
||
(4)
|
||
January 11, 2027
|
||
(Second Six-Month
|
||
Period)
|
||
(5)
|
||
Shaoxing Weihao Equity
|
||
Investment Funds Management
|
||
Partnership (Limited Partnership)
|
||
74,132,662 — 5.90% July 11, 2026
|
||
(First Six-Month
|
||
Period)
|
||
(4)
|
||
January 11, 2027
|
||
(Second Six-Month
|
||
Period)
|
||
(5)
|
||
Mr. YU Xiaorong 972,000 — 0.08% July 11, 2026
|
||
(First Six-Month
|
||
Period)
|
||
(4)
|
||
January 11, 2027
|
||
(Second Six-Month
|
||
Period)
|
||
(5)
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Name
|
||
(6)
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(1)(2)
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(3)
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of
|
||
Offer Shares to be issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) In accordance with the applicable Listing Rules, the required lock-up for the first six month
|
||
period will end on July 11, 2026 and for the second six-month period will end on January
|
||
11, 2027.
|
||
(4) Each member of the Controlling Shareholders may dispose of or transfer Shares (which
|
||
includes the Convertible Bonds held by Shaoxing Weihao Management and the underlying
|
||
Shares that may be converted from such Convertible Bonds in the event of the exercise of its
|
||
conversion rights, as applicable) after the indicated date subject to that the any member of
|
||
Controlling Shareholders will not cease to be a controlling shareholder (as defined in the
|
||
Listing Rules).
|
||
(5) The Controlling Shareholders will cease to be prohibited from disposing of or transferring
|
||
Shares after the indicated date.
|
||
(6) For illustrative purposes only, this subsection lists only those members of the Controlling
|
||
Shareholders who hold Shares directly in the Company. Pursuant to Rule 10.07 of the
|
||
Listing Rules, each of the Controlling Shareholders (namely, Mr. Yu Renrong, Shaoxing
|
||
Weihao Management, Shanghai Qingen, Qingdao Qingen and Mr. Yu Xiaorong) has
|
||
undertaken to the Company and the Stock Exchange that, except in connection with the
|
||
Global Offering (including the Over-allotment Option), he or it shall, and shall procure
|
||
that the relevant registered holders of the Shares in which he or it is beneficially interested
|
||
shall, comply with the applicable lock-up requirements. For further details, please refer
|
||
to the section headed “Underwriting — Underwriting Arrangements and Expenses —
|
||
Undertakings to the Stock Exchange pursuant to the Listing Rules” in the Prospectus.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(1)(2)
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(3)
|
||
Wildlife 5,196,600 11.35% 0.41% July 11, 2026
|
||
UBS AM Singapore 2,969,500 6.48% 0.24% July 11, 2026
|
||
Formosa Opportunity Limited 2,500,000 5.46% 0.20% July 11, 2026
|
||
Huaqin Telecom
|
||
Hong Kong Limited
|
||
2,227,100 4.86% 0.18% July 11, 2026
|
||
SKY ROYAL TRADING
|
||
LIMITED
|
||
1,908,300 4.17% 0.15% July 11, 2026
|
||
PST 1,855,900 4.05% 0.15% July 11, 2026
|
||
JSC International Investment
|
||
Fund SPC (acting for and
|
||
on behalf of Yongxin I SP)
|
||
1,484,700 3.24% 0.12% July 11, 2026
|
||
Ghisallo Fund Master Ltd 1,113,500 2.43% 0.09% July 11, 2026
|
||
Dajia Life Insurance Co., Ltd. 742,300 1.62% 0.06% July 11, 2026
|
||
PSBC Wealth (through GF
|
||
Securities AM as the qualified
|
||
domestic institutional investor)
|
||
742,300 1.62% 0.06% July 11, 2026
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(1)(2)
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
(2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(3)
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of
|
||
Offer Shares to be issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) In accordance with the respective cornerstone investment agreements, the required lock-
|
||
up periods will end on July 11, 2026. The Cornerstone Investors will cease to be prohibited
|
||
from disposing of or transferring the Shares subscribed for pursuant to their respective
|
||
cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 7,324,600 17.77% 15.23% 15.99% 13.91% 7,324,600 0.58% 0.58%
|
||
Top 5 21,882,300 53.09% 45.50% 47.78% 41.55% 21,882,300 1.74% 1.73%
|
||
Top 10 32,621,400 79.14% 67.83% 71.23% 61.94% 32,621,400 2.60% 2.58%
|
||
Top 25 45,185,000 109.62% 93.96% 98.66% 85.79% 45,185,000 3.60% 3.58%
|
||
Note
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of
|
||
total issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
% of
|
||
total issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
Top 1 7,324,600 17.77% 15.23% 15.99% 13.91% 7,324,600 0.58% 0.58% 7,324,600
|
||
Top 5 21,882,300 53.09% 45.50% 47.78% 41.55% 21,882,300 1.74% 1.73% 21,882,300
|
||
Top 10 32,621,400 79.14% 67.83% 71.23% 61.94% 32,621,400 2.60% 2.58% 32,621,400
|
||
Top 25 45,185,000 109.62% 93.96% 98.66% 85.79% 45,185,000 3.60% 3.58% 45,185,000
|
||
Note
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders *
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-allotment
|
||
Option)
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 378,576,912 30.15% 29.99%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 0 615,684,344 49.04% 48.77%
|
||
Top 10 3,258,000 7.90% 6.77% 7.11% 6.19% 3,258,000 671,561,816 53.49% 53.20%
|
||
Top 25 19,468,400 47.23% 40.48% 42.51% 36.96% 19,468,400 754,076,473 60.06% 59.74%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 14,551 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 7,028 100 H Shares 100.00%
|
||
200 1,230 100 H Shares plus 246 out of 1,230 applicants to receive an additional
|
||
100 H Shares
|
||
60.00%
|
||
300 728 100 H Shares plus 255 out of 728 applicants to receive an additional
|
||
100 H Shares
|
||
45.01%
|
||
400 1,146 100 H Shares plus 659 out of 1,146 applicants to receive an additional
|
||
100 H Shares
|
||
39.38%
|
||
500 561 100 H Shares plus 392 out of 561 applicants to receive an additional
|
||
100 H Shares
|
||
33.98%
|
||
600 160 100 H Shares plus 129 out of 160 applicants to receive an additional
|
||
100 H Shares
|
||
30.10%
|
||
700 83 100 H Shares plus 75 out of 83 applicants to receive an additional 100
|
||
H Shares
|
||
27.19%
|
||
800 122 100 H Shares plus 120 out of 122 applicants to receive an additional
|
||
100 H Shares
|
||
24.80%
|
||
900 367 200 H Shares 22.22%
|
||
1,000 1,120 200 H Shares plus 150 out of 1,120 applicants to receive an additional
|
||
100 H Shares
|
||
21.34%
|
||
1,500 403 200 H Shares plus 177 out of 403 applicants to receive an additional
|
||
100 H Shares
|
||
16.26%
|
||
2,000 288 200 H Shares plus 196 out of 288 applicants to receive an additional
|
||
100 H Shares
|
||
13.40%
|
||
2,500 92 200 H Shares plus 82 out of 92 applicants to receive an additional 100
|
||
H Shares
|
||
11.57%
|
||
3,000 144 300 H Shares 10.00%
|
||
3,500 54 300 H Shares plus 12 out of 54 applicants to receive an additional 100
|
||
H Shares
|
||
9.21%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
NO. OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
4,000 68 300 H Shares plus 25 out of 68 applicants to receive an additional 100
|
||
H Shares
|
||
8.42%
|
||
4,500 39 300 H Shares plus 20 out of 39 applicants to receive an additional 100
|
||
H Shares
|
||
7.81%
|
||
5,000 176 300 H Shares plus 110 out of 176 applicants to receive an additional
|
||
100 H Shares
|
||
7.25%
|
||
6,000 63 300 H Shares plus 54 out of 63 applicants to receive an additional 100
|
||
H Shares
|
||
6.43%
|
||
7,000 38 400 H Shares 5.71%
|
||
8,000 32 400 H Shares plus 4 out of 32 applicants to receive an additional 100
|
||
H Shares
|
||
5.16%
|
||
9,000 36 400 H Shares plus 9 out of 36 applicants to receive an additional 100
|
||
H Shares
|
||
4.72%
|
||
10,000 261 400 H Shares plus 105 out of 261 applicants to receive an additional
|
||
100 H Shares
|
||
4.40%
|
||
20,000 89 600 H Shares 3.00%
|
||
30,000 51 800 H Shares 2.67%
|
||
40,000 44 1,000 H Shares 2.50%
|
||
Total 14,423 Total number of Pool A successful applicants: 14,423
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
NUMBER OF
|
||
H SHARES
|
||
APPLIED FOR
|
||
NUMBER OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOCATION/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NUMBER
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
50,000 59 4,300 H Shares plus 48 out of 59 applicants to receive an additional
|
||
100 H Shares
|
||
8.76%
|
||
60,000 10 5,200 H Shares plus 4 out of 10 applicants to receive an additional 100
|
||
H Shares
|
||
8.73%
|
||
70,000 4 6,100 H Shares 8.71%
|
||
80,000 6 6,900 H Shares plus 3 out of 6 applicants to receive an additional 100
|
||
H Shares
|
||
8.69%
|
||
90,000 3 7,800 H Shares 8.67%
|
||
100,000 20 8,600 H Shares plus 12 out of 20 applicants to receive an additional
|
||
100 H Shares
|
||
8.66%
|
||
200,000 8 17,300 H Shares 8.65%
|
||
300,000 3 25,900 H Shares 8.63%
|
||
400,000 1 34,400 H Shares 8.60%
|
||
500,000 4 42,900 H Shares plus 2 out of 4 applicants to receive an additional 100
|
||
H Shares
|
||
8.59%
|
||
600,000 1 51,500 H Shares 8.58%
|
||
700,000 2 60,000 H Shares 8.57%
|
||
1,000,000 1 85,600 H Shares 8.56%
|
||
1,500,000 2 128,100 H Shares 8.54%
|
||
2,290,000 4 195,200 H Shares 8.52%
|
||
Total 128 Total number of Pool B successful applicants: 128
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
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 H 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.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Existing Minority Shareholders and/or Their Close Associates
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, a waiver from strict compliance with the requirements under Rule 10.04 and consent
|
||
under Paragraph 1C(2) of Appendix F1 to the Listing Rules to permit H Shares in the International
|
||
Offering to be placed to certain existing minority Shareholders (including holders of our GDRs)
|
||
and/or their close associates who will participate only as either cornerstone investors or placees (but
|
||
not both) in the International Offering (together, the “ Existing Minority Shareholders ”) on the
|
||
conditions that each of them:
|
||
(a) together with their close associates, holds less than 5% of the voting rights in our Company
|
||
prior to the completion of the Global Offering;
|
||
(b) is not and will not become a core connected person of the Company or the close associate of
|
||
any such core connected person upon the completion of the Global Offering;
|
||
(c) does not have the right to appoint a Director and/or has any other special rights;
|
||
(d) allocation to the Existing Minority Shareholders or their close associates will not affect the
|
||
Company’s ability to satisfy the public float requirement as prescribed by the Stock Exchange
|
||
under Rule 19A.13A(2) of the Listing Rules;
|
||
(e) that no preferential treatment is given to the Existing Minority Shareholders or their respective
|
||
close associates (other than the assured entitlement for a cornerstone investor); and
|
||
(f) details of the allocation to the Existing Minority Shareholders and/or their respective close
|
||
associates holding more than 1% of the issued share capital of the Company immediately prior
|
||
to the completion of the Global Offering has been disclosed in this announcement.
|
||
Please refer to the section headed “Waivers and Exemptions — Allocation of H Shares to Existing
|
||
Minority Shareholders and/or Their Close Associates” in the Prospectus for further details of the
|
||
waiver and consent.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Each of the Joint Sponsors and the Company has provided the required confirmations as elaborated
|
||
in the Prospectus. In particular, as the Company’s A Shares are listed on the Shanghai Stock
|
||
Exchange since 2017, the Company has a highly extensive base of existing Shareholders and
|
||
disclosure of details of allocations to all Existing Minority Shareholders and/or their respective
|
||
close associates will not be meaningful to investors, the proposed disclosure threshold, i.e.
|
||
condition (f) of the waiver and consent which provides that details of the allocation to the Existing
|
||
Minority Shareholders and/or their respective close associates holding more than 1% of the issued
|
||
share capital of the Company immediately prior to the completion of the Global Offering will be
|
||
disclosed in this announcement, is appropriate.
|
||
All allocations of Offer Shares to the Existing Minority Shareholders are in compliance with all the
|
||
conditions under the waiver and consent granted by the Stock Exchange.
|
||
Allocations of Offer Shares to the Cornerstone Investors with a consent under paragraph 18 of
|
||
Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph 18
|
||
of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate further
|
||
Offer Shares in the International Offering to certain Cornerstone Investors as placees, subject to the
|
||
following conditions (“ Allocation to Size-based Exemption Participants ”):
|
||
(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 (whether as cornerstone investors and
|
||
as placees) as permitted under this exemption do not exceed 30% of the total number of the H
|
||
Shares offered under the Global Offering;
|
||
(c) the Allocation to Size-based Exemption Participants will not affect the Company’s ability to
|
||
satisfy its public float requirement as prescribed by the Stock Exchange under the waiver from
|
||
strict compliance with the requirements of Rule 19A.13A(2) of the Listing Rules;
|
||
(d) each of the Directors, chief executive of the Company and the Controlling Shareholders
|
||
confirms that no securities have been allocated to them or their respective close associates
|
||
under this exemption; and
|
||
(e) details of the allocation to Cornerstone Investors under this exemption has been disclosed in
|
||
this announcement.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
For details of further allocations of Offer Shares to Cornerstone Investors, please refer to the section
|
||
headed “Allotment Results Details — International Offering — Allottees with Waivers/Consents
|
||
Obtained” in this announcement.
|
||
Placing to connected clients with a consent under paragraph 1C(1) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit UBS AM Singapore and GF
|
||
Securities AM (acting as a qualified domestic institutional investor for and on behalf of PSBC
|
||
Wealth) to participate in the Global Offering as connected clients to participate in the Global
|
||
Offering as Cornerstone Investors. For details of the consent granted, please refer to the section
|
||
headed “Allotment Results Details — International Offering — Cornerstone Investors” in this
|
||
announcement.
|
||
In addition, under the International Offering, certain Offer Shares were placed to connected clients
|
||
of their connected distributors pursuant to the Placing Guidelines as placees. Please refer to the
|
||
section headed “Allotment Results Details — International Offering — Allottees with Waivers/
|
||
Consents Obtained” in this announcement for details. 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 as placees. 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 as placees are set out below.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
No. Connected Client
|
||
(9)
|
||
Connected
|
||
Distributor(s)
|
||
Relationship between
|
||
the Connected Client
|
||
and the Connected
|
||
Distributor(s)
|
||
Discretionary
|
||
or non-
|
||
discretionary
|
||
Investment
|
||
amount (US$)
|
||
Number of H
|
||
Shares to be
|
||
allocated
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(1)
|
||
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(1) (2)
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(3)
|
||
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(2) (3)
|
||
1. UBS Asset Management
|
||
(Singapore) Ltd. (“ UBS
|
||
AM Singapore ”)
|
||
(4)
|
||
UBS AG Hong
|
||
Kong Branch
|
||
(“UBS HK”),
|
||
UBS AG Singapore
|
||
Branch Wealth
|
||
Management
|
||
(“UBS SG WM ”)
|
||
and UBS AG
|
||
Hong Kong
|
||
Branch Wealth
|
||
Management
|
||
(“UBS HK WM ”)
|
||
UBS AM Singapore is a
|
||
member of the same group
|
||
of companies as UBS HK,
|
||
UBS SG WM and UBS HK
|
||
WM.
|
||
Discretionary 28,664,722 2,128,000 4.65% 0.17% 4.04% 0.17%
|
||
2. Fullgoal Asset
|
||
Management (HK) Limited
|
||
(“Fullgoal HK”)
|
||
(5)
|
||
Haitong
|
||
International
|
||
Securities Company
|
||
Limited (“ HTI”)
|
||
Fullgoal HK is a member
|
||
of the same group of
|
||
companies as HTI.
|
||
Discretionary 130,662 9,700 0.02% 0.00% 0.02% 0.00%
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
No. Connected Client
|
||
(9)
|
||
Connected
|
||
Distributor(s)
|
||
Relationship between
|
||
the Connected Client
|
||
and the Connected
|
||
Distributor(s)
|
||
Discretionary
|
||
or non-
|
||
discretionary
|
||
Investment
|
||
amount (US$)
|
||
Number of H
|
||
Shares to be
|
||
allocated
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(1)
|
||
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(1) (2)
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(3)
|
||
|
||
Approximate
|
||
percentage
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(2) (3)
|
||
3. GF Securities
|
||
Asset Management
|
||
(Guangdong) Co., Ltd.
|
||
(“GF Securities AM ”,
|
||
acting as a qualified
|
||
domestic institutional
|
||
investor for PSBC Wealth
|
||
Management Co., Ltd.
|
||
(“PSBC Wealth ”))
|
||
(6)
|
||
GF Securities
|
||
(Hong Kong)
|
||
Brokerage Limited
|
||
(“GF Securities
|
||
(Hong Kong)
|
||
Brokerage”)
|
||
GF Securities AM is
|
||
a member of the same
|
||
group of companies as GF
|
||
Securities (Hong Kong)
|
||
Brokerage.
|
||
Non-
|
||
discretionary
|
||
3,001,175 222,800 0.49% 0.02% 0.42% 0.02%
|
||
4. CITIC Securities Asset
|
||
Management (HK) Limited
|
||
(“CITICS AM”)
|
||
(7)
|
||
CLSA Limited
|
||
(“CLSA”) and
|
||
CITIC Securities
|
||
Brokerage (HK)
|
||
Limited (“ CSB”)
|
||
CITICS AM is a member
|
||
of the same group of
|
||
companies as CLSA and
|
||
CSB.
|
||
Discretionary 1,002,188 74,400 0.16% 0.01% 0.14% 0.01%
|
||
5. Guotai Junan Investments
|
||
(Hong Kong) Limited
|
||
(“GTJAI”)
|
||
(8)
|
||
HTI GTJAI is a member of the
|
||
same group of companies
|
||
as HTI.
|
||
Non-
|
||
discretionary
|
||
7,498,896 556,700 1.22% 0.04% 1.06% 0.04%
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) Including 3,921,163 A Shares held by the Company in treasury as of the Latest Practicable Date.
|
||
(3) Assuming the Over-allotment Option is fully exercised.
|
||
(4) UBS AM Singapore will hold the beneficial interests of the Offer Shares on a discretionary basis for and on behalf of the underlying clients, each of whom is an independent third party of the Company, its subsidiaries, its Controlling Shareholders, its substantial
|
||
shareholders, UBS AM Singapore, UBS HK, UBS HK WM, UBS SG WM and the companies which are members of the same group of UBS HK, UBS HK WM and UBS SG WM.
|
||
In addition to the Offer Shares subscribed for as a placee, UBS AM Singapore was allocated 2,969,500 Offer Shares as a Cornerstone Investor in the International Offering. UBS HK is an Overall Coordinator. UBS AM Singapore and UBS HK are members of the
|
||
same group of companies. Accordingly, UBS AM Singapore is a connected client. The Company has, therefore, applied for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit UBS AM Singapore
|
||
to participate in the Global Offering as a Cornerstone Investor. For details, please refer to the section headed “Waivers and Exemptions — Consent in Respect of the Proposed Subscription of H Shares by a Cornerstone Investor Who is a Connected Client” in the
|
||
Prospectus. With the appointment of UBS SG WM and UBS HK WM as additional sub-distributors in the Global Offering, the relationship among UBS AM Singapore, UBS HK, UBS SG WM and UBS HK WM also falls within the scope of the aforementioned waiver.
|
||
(5) Fullgoal HK will hold the Offer Shares in its capacity as the discretionary fund manager on behalf of its investors, each of which is an independent third party of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders, Fullgoal HK,
|
||
HTI and the companies which are members of the same group of HTI.
|
||
(6) PSBC Wealth has engaged GF Securities AM, an asset manager that is a qualified domestic institutional investor as approved by the relevant PRC authority, to subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of PSBC Wealth, in the
|
||
name of: (i) ICBC (ASIA) LTD-PAB-GFAM ZHONGYOU NO. 1 ASSET MANAGEMENT ACCOUNT (QDII) (ഄଫ 1ྌ (QDII)), (ii) ICBC (ASIA) LTD-PAB-GFAM ZHONGYOU NO. 2 ASSET MANAGEMENT ACCOUNT
|
||
(QDII) (ഄଫ 2ྌ (QDII)), (iii) GFAM ZHONGYOU NO. 3 ASSET MANAGEMENT ACCOUNT (QDII) (ഄଫ 3ྌ ) , (iv) GFAM ZHONGYOU NO. 4 ASSET MANAGEMENT
|
||
ACCOUNT (QDII) (ഄଫ 4ྌ ) and (v) GFAM ZHONGYOU NO. 5 ASSET MANAGEMENT ACCOUNT (QDII) (ഄଫ 5ྌ ) . PSBC Wealth is wholly owned by Postal Savings Bank of
|
||
China Co., Ltd. (SEHK: 1658) and is ultimately controlled by China Post Group Corporation Limited.
|
||
As confirmed by GF Securities AM, (i) the Offer Shares to be placed to GF Securities AM are to be held on a non-discretionary basis on behalf of independent third parties; and (ii) each of PSBC Wealth and its ultimate beneficial owner is an independent third party
|
||
of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders, GF Securities AM, GF Securities (Hong Kong) Brokerage and the companies which are members of the same group of companies as GF Securities (Hong Kong) Brokerage.
|
||
(7) CITICS AM will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of their investors, each of which is an independent third party of the Company, its subsidiaries, its Controlling Shareholders, its substantial
|
||
shareholders, CITICS AM, CLSA, CSB and the companies which are members of the same group of CLSA and CSB.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
(8) GTJAI will hold the Offer Shares for hedging purpose as the single underlying asset of a back-to-back total return swap transaction (the “ GTHT Back-to-back TRS ”) to be entered into between GTJAI and Guotai Haitong Securities Co., Ltd. (the “ GTHT Onshore
|
||
Parent”) in connection with a total return swap order (the “ GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and its ultimate client (the “ GTHT Onshore Ultimate Client ”). Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate
|
||
Client. GTJAI will hold the H Shares on a non-discretionary basis for the purpose of hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS only, and the economic exposure of the underlying Offer Shares will be passed to the GTHT
|
||
Onshore Ultimate Client, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents. During the tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Client
|
||
and all economic losses shall be borne by the GTHT Onshore Ultimate Client, in accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents, and GTJAI will not take part in any economic return or bear any economic
|
||
loss in relation to the price of the Offer Shares. The GTHT Onshore Ultimate Client may request to redeem the H Shares at their own discretion, upon which GTJAI shall dispose of the H 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, GTJAI 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 documents.
|
||
The GTHT Onshore Ultimate Client for purpose of this placing subscription is Ze Tian Ai Pu Xi Long Steady No. 1 Private Securities Investment Fund (ږwhich is managed by Ningbo Ze Tian Investment
|
||
Management Partnership (Limited Partnership) (ዣҳ༟၍ଣΥྫΆุ (Υྫ)) , a partnership ultimately beneficially owned by Zheng Jiao and Zhang Tuguo. There is no limited partner or shareholder holding a 30% or more interest in the
|
||
GTHT Onshore Ultimate Client.
|
||
To the best of knowledge of GTJAI and after making all reasonable enquiries, the GTHT Onshore Ultimate Client is an independent third party of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders, GTJAI, and the companies which
|
||
are members of the same group of GTJAI.
|
||
(9) Each of the Connected Client is not a collective investment scheme which is not authorized by the SFC, nor is it holding the Offer Shares on behalf of such schemes.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
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 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, 2025 issued by the Company
|
||
for detailed information about the Global Offering described above 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 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 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 12, 2026).
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
Public Float
|
||
Immediately after the completion of the Global Offering (before any exercise of the Over-
|
||
allotment Option), the total market value of the H Shares to be held by the public is expected to be
|
||
approximately HK$4,799.8 million, calculated based on the final Offer Price of HK$104.8, which is
|
||
higher than the prescribed expected market value of H Shares required to be held in public hands of
|
||
not less than HK$3,000,000,000 under Rule 19A.13A(2)(b) of the Listing Rules, thereby satisfying
|
||
Rule 19A.13A(2) 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, H Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the H Shares of the Company at the time of Listing. Based on the
|
||
Offer Price of HK$104.8 per H Share, the Company confirmed that it complies with the free float
|
||
requirement under Rule 19A.13C(2)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering (before any
|
||
exercise of the Over-allotment Option): (i) the Shares will be held by at least 300 Shareholders
|
||
at the time of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (ii) the three largest
|
||
public Shareholders will not hold more than 50% of the H Shares held in public hands at the
|
||
time of Listing, in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||
immediately after the Global Offering; and (iv) there will not be any new substantial Shareholder
|
||
(as defined in the Listing Rules) immediately after the Global Offering.
|
||
Commencement of Dealings
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, January
|
||
12, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting — Underwriting Arrangements
|
||
and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has
|
||
not been exercised. Investors who trade the H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
|
||
evidence of title do so entirely at their own risk.
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Monday,
|
||
January 12, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Monday, January 12, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will be
|
||
0501.
|
||
By order of the Board
|
||
OmniVision Integrated Circuits Group, Inc.
|
||
Mr. YU Renrong
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, January 9, 2026
|
||
As of the date of this announcement, the Directors of the Company named in the application to which this announcement relates
|
||
are: (i) Mr. YU Renrong, Mr. WU Xiaodong, Mr. JIA Yuan and Ms. QIU Huanping as executive Directors; (ii) Mr. LYU Dalong
|
||
and Ms. CHEN Yu as non-executive Directors; and (iii) Mr. ZHU Liting, Ms. FAN Mingxi and Mr. MOU Lei as independent
|
||
non-executive Directors.
|