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.
1230 lines
52 KiB
Plaintext
1230 lines
52 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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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
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or otherwise transferred within the United States except pursuant to an exemption from the registration requirements
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of the U.S. Securities Act and in compliance with any applicable state securities laws. The securities are being offered
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and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities
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Act. There will be no public offer of securities in the United States.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus
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dated October 14, 2025 (the “Prospectus ”) issued by Fibocom Wireless Inc. (ʮ̡ ) (the
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“Company ”) for detailed information about the Global Offering described below before deciding whether or not to
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invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information in the Prospectus. The Company has not been and will not be registered under the
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U.S. Investment Company Act of 1940, as amended.
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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.
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In connection with the Global Offering, CLSA Limited, as stabilization manager (the “Stabilization Manager ”) (or
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its affiliates or any person acting for it), on behalf of the Underwriters, the extent permitted by the applicable laws and
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regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing
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or supporting the market price of the H Shares at such price, in such amounts and in such manners as the Stabilization
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Manager, its affiliates or any person acting for it may determine and at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its
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affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will
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be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in
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what the Stabilization Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any
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time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong
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Kong Public Offering (which is Sunday, November 16, 2025). Such stabilizing action, if taken, may be effected in all
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jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory
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requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong
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Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, November 16,
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2025). After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the
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price of the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinator (for itself and on behalf
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of 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 section headed “Underwriting
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{ Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the
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Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
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Wednesday, October 22, 2025).
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--- page 2 ---
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2
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Fibocom Wireless 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 the Global
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Offering
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: 135,080,200 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 13,508,200 H Shares
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Number of International Offer Shares : 121,572,000 H Shares (subject to the
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Over-allotment Option)
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Final Offer Price : HK$21.50 per Offer 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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Nominal value : RMB1.00 per H Share
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Stock code : 0638
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Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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FIBOCOM WIRELESS INC.
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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 October 14, 2025 (the “Prospectus ”) issued by
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Fibocom Wireless Inc. (the “Company ”).
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SUMMARY
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Company information
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Stock code 0638
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Stock short name FIBOCOM
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Dealings commencement date October 22, 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$21.50
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Offer Price Range HK$19.88 – HK$21.50
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the
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Over-allotment Option)
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135,080,200
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Final Number of Offer Shares in Hong Kong
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Public Offering
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13,508,200
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Final Number of Offer Shares in International
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Offering (before exercise of the Over-allotment
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Option)
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121,572,000
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Number of issued Shares upon Listing (before
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exercise of the Over-allotment Option)
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900,533,742
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Over-allocation
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No. of Offer Shares over-allocated 20,262,000
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– International Offer 20,262,000
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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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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$2,904.2 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$(93.6) million
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Net proceeds HK$2,810.6 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The Company will
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adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes
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as set out in the section headed “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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No. of valid applications 191,156
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No. of successful applications 30,098
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Subscription level 550.99 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the
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Hong Kong Public Offering
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13,508,200
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Final no. of Offer Shares under the Hong Kong
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Public Offering
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13,508,200
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% of Offer Shares under the Hong Kong Public
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Offering to the Global Offering
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10.00%
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Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment
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to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 118
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Subscription Level 9.16 times
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No. of Offer Shares initially available under the
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International Offering
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121,572,000
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Final no. of Offer Shares under the International
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Offering
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121,572,000
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% of Offer Shares under the International
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Offering to the Global Offering
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90.00%
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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 to
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certain Existing Minority Shareholders and/or their close associates, (b) a consent under Chapter
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4.15 of the Guide for New Listing Applicants to permit the Company to, among other things,
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allocate further H Shares in the International Offering to an existing Shareholder and/or its close
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associates and a Cornerstone Investor and/or its close associates, and (c) a consent under paragraph
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1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the
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International Offering to connected clients, (i) none of the Offer Shares subscribed by the placees
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and the public have been financed directly or indirectly by the Company, any of the Directors,
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Supervisors, chief executive of the Company, Controlling Shareholder, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or their respective close associates;
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and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed
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to taking instructions from the Company, any of the Directors, Supervisors, chief executive of
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the Company, Controlling Shareholder, substantial Shareholders, existing Shareholders of the
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Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
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disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held by
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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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Cornerstone Investors
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No. of Offer
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Shares
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allocated Note 1
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% of Offer
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Shares Note 2
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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, 4
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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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Qindao Gantong 25,065,800 18.56% 2.78% No
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Pacific Asset Management 5,791,800 4.29% 0.64% YesNote 3
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CPIC (HK) 1,447,800 1.07% 0.16% YesNote 3
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GF Fund Management 4,633,400 3.43% 0.51% YesNote 3
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GF International 2,606,200 1.93% 0.29% YesNote 3
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Ruihua Investment 4,658,800 3.45% 0.52% No
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Genimous Investment 3,581,400 2.65% 0.40% No
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Mr. Zhang Xiaolei 5,429,800 4.02% 0.60% No
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GTINV 3,056,600 2.26% 0.34% No
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Dream ’ee HK Fund 1,860,400 1.38% 0.21% No
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Total 58,132,000 43.04% 6.46%
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Notes:
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(1) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to
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the relevant investors as placees (if any), please refer to the section headed “Allotment Results Details –
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International Offering – Allotees with waiver/consents obtained ” in this announcement.
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(2) Before any exercise of the Over-allotment Option.
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(3) For details of a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to certain Existing Minority Shareholders and/or their close
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associates as cornerstone investor, please refer to the section headed “Others/Additional Information ” in this
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announcement.
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(4) Not taking into account any A Shares held by the relevant investors.
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--- page 7 ---
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7
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Allotees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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% of Offer
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Shares Note 1
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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, 5 Relationship
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Allotees with waiver from strict compliance with the requirements under 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 Shareholders holding
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more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering and/or their
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close associates Note 2
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NilNote 5 Nil Nil Nil Nil
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Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further H Shares to
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certain Cornerstone Investors and/or their close associates Note 2
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CITIC Securities International
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Capital Management Limited
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(“CSI”)Note 3
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6,443,400 4.77% 0.72% To subscribe and hold the Offer
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Shares for a close associate of a
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Cornerstone Investor Note 4
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Pacific Asset Management 289,400 0.21% 0.03% A Cornerstone Investor Note 4
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CPIC (HK) 108,400 0.08% 0.01% A Cornerstone Investor Note 4
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GF Fund Management 1,614,000 1.19% 0.18% A Cornerstone Investor Note 4
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GF International 5,625,600 4.16% 0.62% A Cornerstone Investor Note 4
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Ruihua Investment 2,503,400 1.85% 0.28% A Cornerstone Investor Note 4
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GTINV 4,615,400 3.42% 0.51% A Cornerstone Investor Note 4
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants
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in relation to allocations to connected clients Note 2
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CITIC Securities Asset
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Management Company Limited
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(“CITIC Asset Management ”)
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58,400 0.04% 0.01% Connected client
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Bosera Asset Management
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(International) Co., Limited
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(“Bosera ”)
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1,085,800 0.80% 0.12% Connected client
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CSI 10,524,800 7.79% 1.17% Connected client
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Huatai Capital Investment
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Limited ( “HTCI”)
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976,600 0.72% 0.11% Connected client
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--- page 8 ---
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8
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Notes:
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(1) Before any exercise of the Over-allotment Option.
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(2) For details of (a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to Existing Minority Shareholders and their close associates as
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cornerstone investor; (b) a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
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to permit the Company to allocate certain Offer Shares in the International Offering to certain Cornerstone
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Investors and/or their close associates; and (c) a consent under paragraph 1C(1) of the Placing Guidelines to
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permit the Company to allocate certain Offer Shares in the International Offering to connected clients, please
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refer to the sub-section relating to section headed “Others/Additional Information ” in this announcement.
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(3) The number of Offer Shares allocated to CSI listed in this subsection only represents the number of Offer
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Shares allocated to CSI as a placee under the International Offering on behalf of its ultimate client Daqi
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Investment Management (Shenzhen) Co., Ltd. ( ༺փҳ༟၍ଣ (ଉέ)ʮ̡ ), which is a close associate of the
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cornerstone investor Qindao Gantong. For further details, please refer to “Allocations of Offer Shares to certain
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Cornerstone Investors and/or their close associates with a consent under paragraph 18 of Chapter 4.15 of the
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Guide ” in the section headed “Others/Additional Information ” in this announcement.
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(4) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
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Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
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Results Details – International Offering – Cornerstone Investors ” in this announcement.
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(5) Among the Cornerstone Investors, Pacific Asset Management, CPIC (HK), GF Fund Management and GF
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International are either Existing Minority Shareholders of the Company or their close associates. The Stock
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Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the Listing
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Rules and consent under Paragraph 1C(2) of the Placing Guidelines to permit H Shares in the International
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Offering to be placed to certain Existing Minority Shareholders and/or their close associates. Please refer to the
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section headed “Waivers from Strict Compliance with the Listing Rules – Allocation of H Shares to Existing
|
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Minority Shareholders and Their Close Associates ” of the Prospectus for details.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Controlling Shareholder
|
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Name
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Number of
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Shares held
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of
|
||
H 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 Note 1
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing Note 1
|
||
Last day subject to the
|
||
lock-up undertakings Note 2
|
||
Mr. Zhang
|
||
Tianyu
|
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281,512,495 0 0.00% 31.26% April 21, 2026 (First Sixth-Month
|
||
Period)Note 3
|
||
October 21, 2026 (Second Sixth-
|
||
Month Period) Note 4
|
||
Notes:
|
||
(1) Before any exercise of the Over-allotment Option.
|
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(2) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
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period ends on April 21, 2026 and for the second six-month period ends on October 21, 2026.
|
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(3) The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the
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Controlling Shareholder will not cease to be a Controlling Shareholder.
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(4) The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the
|
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indicated date.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
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 Note 1
|
||
% of
|
||
shareholding
|
||
in Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Qindao Gantong 25,065,800 25,065,800 18.56% 2.78% April 21, 2026
|
||
Pacific Asset Management 5,791,800 5,791,800 4.29% 0.64% April 21, 2026
|
||
CPIC (HK) 1,447,800 1,447,800 1.07% 0.16% April 21, 2026
|
||
GF Fund Management 4,633,400 4,633,400 3.43% 0.51% April 21, 2026
|
||
GF International 2,606,200 2,606,200 1.93% 0.29% April 21, 2026
|
||
Ruihua Investment 4,658,800 4,658,800 3.45% 0.52% April 21, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
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 Note 1
|
||
% of
|
||
shareholding
|
||
in Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Genimous Investment 3,581,400 3,581,400 2.65% 0.40% April 21, 2026
|
||
Mr. Zhang Xiaolei 5,429,800 5,429,800 4.02% 0.60% April 21, 2026
|
||
GTINV 3,056,600 3,056,600 2.26% 0.34% April 21, 2026
|
||
Dream ’ee HK Fund 1,860,400 1,860,400 1.38% 0.21% April 21, 2026
|
||
Sub-total 58,132,000 58,132,000 43.04% 6.46%
|
||
Notes:
|
||
(1) Before any exercise of the Over-allotment Option.
|
||
(2) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on April 21, 2026.
|
||
The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares subscribed for
|
||
pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
(3) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
|
||
the Prospectus.
|
||
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
|
||
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 31,509,200 25.92% 22.22% 23.33% 20.28% 31,509,200 3.50% 3.42%
|
||
Top 5 66,672,600 54.84% 47.01% 49.36% 42.92% 72,385,346 8.04% 7.86%
|
||
Top 10 90,367,600 74.33% 63.71% 66.90% 58.17% 97,618,615 10.84% 10.60%
|
||
Top 25 120,883,800 99.43% 85.23% 89.49% 77.82% 128,365,615 14.25% 13.94%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
H SHAREHOLDER 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 31,509,200 25.92% 22.22% 23.33% 20.28% 31,509,200 23.33% 20.28% 31,509,200
|
||
Top 5 66,672,600 54.84% 47.01% 49.36% 42.92% 66,672,600 49.36% 42.92% 72,385,346
|
||
Top 10 90,367,600 74.33% 63.71% 66.90% 58.17% 90,367,600 66.90% 58.17% 97,618,615
|
||
Top 25 120,883,800 99.43% 85.23% 89.49% 77.82% 120,883,800 89.49% 77.82% 128,365,615
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
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% 0 284,140,455 31.55% 30.86%
|
||
Top 5 45,988,400 37.83% 32.42% 34.05% 29.60% 45,988,400 390,772,400 43.39% 42.44%
|
||
Top 10 72,319,400 59.49% 50.99% 53.54% 46.55% 72,319,400 426,116,673 47.32% 46.28%
|
||
Top 25 102,274,800 84.13% 72.11% 75.71% 65.84% 102,274,800 484,172,465 53.77% 52.58%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
200 60,023 189 out of 60,023 to receive 200 Shares 0.31%
|
||
400 30,231 188 out of 30,231 to receive 200 Shares 0.31%
|
||
600 7,952 74 out of 7,952 to receive 200 Shares 0.31%
|
||
800 4,337 54 out of 4,337 to receive 200 Shares 0.31%
|
||
1,000 6,160 96 out of 6,160 to receive 200 Shares 0.31%
|
||
1,200 2,468 46 out of 2,468 to receive 200 Shares 0.31%
|
||
1,400 1,848 40 out of 1,848 to receive 200 Shares 0.31%
|
||
1,600 1,490 37 out of 1,490 to receive 200 Shares 0.31%
|
||
1,800 1,409 39 out of 1,409 to receive 200 Shares 0.31%
|
||
2,000 16,222 505 out of 16,222 to receive 200 Shares 0.31%
|
||
3,000 3,918 183 out of 3,918 to receive 200 Shares 0.31%
|
||
4,000 4,626 288 out of 4,626 to receive 200 Shares 0.31%
|
||
5,000 3,683 287 out of 3,683 to receive 200 Shares 0.31%
|
||
6,000 2,550 238 out of 2,550 to receive 200 Shares 0.31%
|
||
7,000 1,918 209 out of 1,918 to receive 200 Shares 0.31%
|
||
8,000 1,521 189 out of 1,521 to receive 200 Shares 0.31%
|
||
9,000 1,281 180 out of 1,281 to receive 200 Shares 0.31%
|
||
10,000 5,598 872 out of 5,598 to receive 200 Shares 0.31%
|
||
15,000 2,663 622 out of 2,663 to receive 200 Shares 0.31%
|
||
20,000 2,781 866 out of 2,781 to receive 200 Shares 0.31%
|
||
25,000 1,675 652 out of 1,675 to receive 200 Shares 0.31%
|
||
30,000 1,471 687 out of 1,471 to receive 200 Shares 0.31%
|
||
35,000 991 540 out of 991 to receive 200 Shares 0.31%
|
||
40,000 1,406 876 out of 1,406 to receive 200 Shares 0.31%
|
||
45,000 978 685 out of 978 to receive 200 Shares 0.31%
|
||
50,000 1,813 1,411 out of 1,813 to receive 200 Shares 0.31%
|
||
60,000 1,482 1,384 out of 1,482 to receive 200 Shares 0.31%
|
||
70,000 1,260 200 Shares plus 113 out of 1,260 to receive
|
||
additional 200 Shares
|
||
0.31%
|
||
80,000 1,225 200 Shares plus 301 out of 1,225 to receive
|
||
additional 200 Shares
|
||
0.31%
|
||
90,000 978 200 Shares plus 392 out of 978 to receive
|
||
additional 200 Shares
|
||
0.31%
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL NO.
|
||
OF SHARES
|
||
APPLIED FOR
|
||
100,000 5,238 200 Shares plus 2,918 out of 5,238 to receive
|
||
additional 200 Shares
|
||
0.31%
|
||
200,000 3,182 600 Shares plus 363 out of 3,182 to receive
|
||
additional 200 Shares
|
||
0.31%
|
||
184,378 Total number of Pool A successful applicants:
|
||
23,320
|
||
POOL B
|
||
300,000 2,911 200 Shares plus 2,681 out of 2,911 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
400,000 957 400 Shares plus 537 out of 957 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
500,000 666 600 Shares plus 134 out of 666 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
600,000 430 600 Shares plus 362 out of 430 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
700,000 245 800 Shares plus 118 out of 245 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
800,000 219 1,000 Shares plus 27 out of 219 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
900,000 149 1,000 Shares plus 114 out of 149 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
1,000,000 620 1,200 Shares plus 250 out of 620 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
2,000,000 236 2,400 Shares plus 190 out of 236 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
3,000,000 74 3,800 Shares plus 16 out of 74 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
4,000,000 37 5,000 Shares plus 23 out of 37 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
5,000,000 55 6,400 Shares plus 1 out of 55 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
6,754,000 179 8,600 Shares plus 44 out of 179 to receive
|
||
additional 200 Shares
|
||
0.13%
|
||
6,778 Total number of Pool B successful applicants:
|
||
6,778
|
||
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.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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, no rebate has been, directly or
|
||
indirectly, provided by the Company, its Controlling Shareholder, Directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for each
|
||
Share of the Company subscribed for or purchased by them is the same as the final Offer Price
|
||
determined by agreement between the Company and the Sponsor-Overall Coordinator (for itself
|
||
and on behalf of other Overall Coordinators and the Underwriters), in addition to any brokerage,
|
||
AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Existing Minority Shareholders and their close associates with a
|
||
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 1C(2) of the Placing Guidelines
|
||
As disclosed in the Prospectus, 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 1C(2) of the Placing Guidelines to permit the Company to allocate
|
||
such Offer Shares certain Existing Minority Shareholders and their close associates on the
|
||
following conditions:
|
||
(i) each Existing Minority Shareholder to whom our Company may allocate the H Shares in
|
||
the International Offering holds less than 5% of our Company ’s voting rights prior to the
|
||
completion of the Global Offering;
|
||
(ii) each Existing Minority Shareholder is not, and will not be, a core connected person of our
|
||
Company or any close associate of any such core connected person immediately prior to or
|
||
following the Global Offering;
|
||
(iii) none of the Existing Minority Shareholders has the right to appoint any Directors and/or any
|
||
other special rights;
|
||
(iv) allocation to the Existing Minority Shareholders and/or their close associates will not affect
|
||
our Company ’s ability to satisfy the public float requirement as prescribed under Rule 8.08
|
||
(as amended and replaced by Rule 19A.13A(2)) of the Listing Rules;
|
||
(v) each of our Company, the Sole Sponsor and the Overall Coordinators shall confirm to the
|
||
Stock Exchange in writing that, to the best of its knowledge and belief, it has no reason
|
||
to believe that the Existing Minority Shareholders or their close associates received any
|
||
preferential treatment in any allocation in the International Offering by virtue of their
|
||
relationship with our Company; and
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
(vi) details of the allocation to the Existing Minority Shareholders holding more than 1% of
|
||
the issued share capital of our Company immediately prior to the completion of the Global
|
||
Offering will be disclosed in the Prospectus and/or this announcement, as the case may be.
|
||
Nonetheless, as no allocation has been made to any such Existing Minority Shareholders
|
||
holding more than 1% of the issued share capital of the Company, no disclosure has been
|
||
made in this announcement.
|
||
Please refer to the section headed “Waivers from Strict Compliance with the Listing Rules –
|
||
Allocation of H Shares to Existing Minority Shareholders and Their Close Associates ” in the
|
||
Prospectus for further details of the waiver and consent. The allocation of Offer Shares to such
|
||
Existing Minority Shareholders is in compliance with all the conditions under the waiver/consent
|
||
granted by the Stock Exchange.
|
||
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with
|
||
a consent under paragraph 18 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under 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 and/or their close associates as placees,
|
||
subject to the following conditions (the “Size-based Exemption ”):
|
||
(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) do not exceed 30% of the total
|
||
number of the Shares offered under the Global Offering;
|
||
(c) each Director, chief executive, Controlling Shareholder and Supervisors 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 certain Cornerstone Investors and/or their close associates will not affect the
|
||
Company ’s ability to satisfy the public float requirement under Rule 8.08 (as amended and
|
||
replaced by Rule 19A.13A(2)) of the Listing Rules; and
|
||
(e) details of the allocation to the Cornerstone Investors and/or their close associates 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 existing Shareholders and/or their close associates
|
||
and Cornerstone Investors, please refer to the section headed “Allotment Results Details –
|
||
International Offering – Allotees with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such
|
||
Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares
|
||
to such connected clients is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange. Details of the placement to connected clients are set out below:
|
||
No.
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client Relationship
|
||
Identities of
|
||
the ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
or, where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription
|
||
by the
|
||
Connected
|
||
Client
|
||
was made
|
||
(e.g. OTC total
|
||
return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment
|
||
scheme
|
||
which is not
|
||
authorised by
|
||
the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Maximum
|
||
amount of Offer
|
||
Shares to be
|
||
allocated to
|
||
the Connected
|
||
ClientNote 1
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
OfferingNote 1
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
OfferingNote 1
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. CLSA
|
||
Limited
|
||
(“CLSA”)
|
||
CITIC
|
||
Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited ( “CSI”)
|
||
CSI is a member
|
||
of the same
|
||
group of CLSA.
|
||
Please refer to
|
||
Note (2) below.
|
||
No 10,524,800 7.8% 1.2%
|
||
2. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
Huatai Capital
|
||
Investment
|
||
Limited
|
||
(“HTCI”)
|
||
HTCI is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
HTFH.
|
||
Please refer to
|
||
Note (3) below.
|
||
No 976,600 0.7% 0.1%
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf
|
||
of such scheme
|
||
Maximum amount
|
||
of Offer Shares
|
||
to be allocated
|
||
to the Connected
|
||
ClientNote 1
|
||
Approximate
|
||
percentage
|
||
of total number
|
||
of Offer Shares
|
||
under the Global
|
||
OfferingNote 1
|
||
Approximate
|
||
percentage
|
||
of total issued
|
||
share capital
|
||
after the Global
|
||
OfferingNote 1
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. CLSA Limited CITIC Securities
|
||
Asset Management
|
||
Company Limited
|
||
(“CITIC Asset
|
||
Management ”)Note 4
|
||
CITIC Asset
|
||
Management is a
|
||
member of the same
|
||
group of companies
|
||
as CLSA.
|
||
No 58,400 0.04% 0.01%
|
||
2. CMB
|
||
International
|
||
Capital
|
||
Limited
|
||
Bosera Asset
|
||
Management
|
||
(International)
|
||
Co., Limited
|
||
(“Bosera ”)Note 5
|
||
Bosera is a member
|
||
of the same group of
|
||
companies as CMBI
|
||
Capital.
|
||
No 1,085,800 0.8% 0.1%
|
||
Notes:
|
||
(1) Before any exercise of the Over-allotment Option.
|
||
(2) CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf
|
||
of its ultimate clients ( “CSI Ultimate Clients ”), on a non-discretionary basis , pursuant to which:
|
||
(i) CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI
|
||
Back-to-back TRS ”) to be entered into by it in connection with a total return swap order (the “CSI
|
||
Client TRS ”) placed and fully funded by the CSI Ultimate Clients, by which CSI will pass the full
|
||
economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients.
|
||
(ii) As confirmed by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares,
|
||
but will contractually agree to pass on the full economic exposure and return of the Offer Shares to the
|
||
CSI Ultimate Clients, on a non-discretionary basis. The CSI Ultimate Clients may exercise their early
|
||
termination rights to terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS
|
||
which should be on or after the date on which the Offer Shares are listed on the Stock Exchange.
|
||
(iii) Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will
|
||
dispose of the Offer Shares on the secondary market and the CSI Ultimate Clients will receive a final
|
||
termination amount of the CSI Back-to-back TRS which will have taken into account all the economic
|
||
returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the
|
||
CSI Back-to-back TRS and the CSI Client TRS. Due to its internal policy, CSI will not exercise the
|
||
voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
|
||
(iv) CSI is not a collective investment schemes which is not authorized by the SFC, nor is expected to hold
|
||
the Offer Shares on behalf of such scheme.
|
||
(v) To the best knowledge of CSI after making all reasonable enquiries, each of the investment managers
|
||
and their ultimate beneficial owner is independent from each of the Company, its subsidiaries, substantial
|
||
shareholders, CSI, CLSA and the companies which are members of the same group of CLSA.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
(3) 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 a non-syndicate sub-broker 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 beneficial interest of Offer
|
||
Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
|
||
“Back-to-back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by
|
||
and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below),
|
||
by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer
|
||
Shares ultimately to the Huatai Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the
|
||
Offer Shares on behalf of the Huatai Ultimate Clients. HTFH, being a non-syndicate sub-broker in connection
|
||
with the Global Offering, and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. 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, through their investment managers, place a total return swap order (the “Client
|
||
TRS”) with Huatai Securities in connection with the Company ’s Global Offering 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 Global Offering and subscribes the Offer
|
||
Shares through placing order with HTFH during the International Offering.
|
||
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 , its subsidiaries, its substantial shareholders, HTFH and
|
||
the companies which are members of the same group of HTFH.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection
|
||
with the Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the contracts of the
|
||
Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject
|
||
to customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the
|
||
Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be
|
||
ultimately borne by the Huatai Ultimate Clients. HTCI will not take any economic return or bear any economic
|
||
loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic
|
||
institutional investor ( “QDII”) fund in the way that the Huatai Ultimate Clients would reap all the economic
|
||
benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure
|
||
on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and
|
||
loss of the Back-to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon
|
||
termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
|
||
termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss
|
||
on settlement date.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
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 at their own discretion. Upon the termination upon maturity or early termination of the
|
||
Client TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and
|
||
the Huatai Ultimate Clients will receive a final settlement amount in cash in accordance with the terms and
|
||
conditions of the Back-to-back TRS and the Client TRS which should have taken into account all the economic
|
||
returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai
|
||
Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities
|
||
and the relevant Huatai Ultimate Clients, the term of the Client TRS could be extended by way of a new
|
||
issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by
|
||
way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the Huatai Ultimate Clients, each being an onshore client who places a
|
||
Client TRS order with Huatai Securities in connection with the Global Offering of the Company. HTCI will not
|
||
exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its
|
||
custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing
|
||
purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans
|
||
consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the
|
||
Offer Shares on loan at any time in order to satisfy its obligations under the Back-to-back TRS to ensure the
|
||
economic interests are ultimately passed to the Huatai Ultimate Clients.
|
||
(4) CITIC Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
the funds on behalf of its investors, each of which is, to the best knowledge of CITIC Asset Management, an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, CITIC Asset Management,
|
||
CLSA and the companies which are members of the same group of CLSA.
|
||
(5) Bosera will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on
|
||
behalf of its underlying clients. To the best of Bosera ’s knowledge after due enquiry, each of the underlying
|
||
clients of Bosera is an independent third party of Bosera, CMBI and the companies which are members of the
|
||
same group of CMBI.
|
||
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.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
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 October 14, 2025 issued by Fibocom Wireless Inc. for
|
||
detailed information about the Global Offering described below before deciding whether or not
|
||
to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-
|
||
Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled
|
||
to terminate its obligations under the Hong Kong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of the events set out in the section headed “Underwriting –
|
||
Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
|
||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||
Date (which is currently expected to be on Wednesday, October 22, 2025).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option), the total number of the H Shares held by the public represents
|
||
approximately 15.04% of the total issued share capital of the Company (excluding the 2,627,960
|
||
A Shares held by the Company as treasury Shares), which is higher than the prescribed percentage
|
||
of H Shares required to be held in public hands of 10% under Rule 19A.13A(2)(a) of the Listing
|
||
Rules calculated based on the final Offer Price of HK$21.50 per H Share, thereby satisfying Rule
|
||
8.08 (as amended and replaced by 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
|
||
final Offer Price of HK$21.50 per H Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A (as amended and replaced by Rule 19A.13C) 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 immediately after the Global Offering; (iii)
|
||
the three largest public shareholders of the Company do not hold more than 50% of the H shares
|
||
in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing
|
||
Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance with
|
||
Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
|
||
October 22, 2025 (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 21 ---
|
||
21
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday,
|
||
October 22, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Wednesday, October 22, 2025 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 200 H Shares each, and the stock code of the H Shares will
|
||
be 0638.
|
||
By order of the Board
|
||
Fibocom Wireless Inc.
|
||
Zhang Tianyu
|
||
Chairman of the Board
|
||
Hong Kong, October 21, 2025
|
||
As of the date of this announcement, the Board comprises Mr. Zhang Tianyu, Mr. Ying Lingpeng
|
||
and Mr. Xu Ning as executive directors, Mr. Wang Ning and Ms. Zhao Jing as independent
|
||
non-executive directors, and Mr. Wu Chenggang as proposed independent non-executive director.
|