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.
1181 lines
57 KiB
Plaintext
1181 lines
57 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, and is not intended to, constitute or form a part of any offer or solicitation to purchase or
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subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not
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be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
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otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration
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requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no
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public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the
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United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. No public offering of
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the Offer Shares will be made 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 28, 2025 (the “Prospectus ”) issued by Ningbo Joyson Electronic Corp. (ʮ̡ )
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(the “Company ”) for detailed information about the Global Offering described below before deciding whether or not
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to invest in the H Shares thereby being offered. The Company has not been and will not be registered under the U.S.
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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, China International Capital Corporation Hong Kong Securities Limited,
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as stabilizing manager (the “Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the
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Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the
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H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date, to the
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extent permitted by applicable laws of Hong Kong or elsewhere. However, there is no obligation on the Stabilizing
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Manager, its affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization action,
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if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and
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in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best interest of our Company,
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(b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for
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lodging applications under the Hong Kong Public Offering (which is Wednesday, December 3, 2025). Such stabilizing
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action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
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all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors of the Offer Shares should note that the Joint Sponsors and Overall Coordinators (for themselves
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph
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headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
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Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
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expected to be on Thursday, November 6, 2025).
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--- page 2 ---
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2
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NINGBO JOYSON ELECTRONIC CORP.
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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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: 155,100,000 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 15,510,000 H Shares
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Number of International Offer Shares : 139,590,000 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$22.00 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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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 0699
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunner and Joint Lead Manager
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Sole Financial Advisor
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--- page 3 ---
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3
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NINGBO JOYSON ELECTRONIC CORP.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE
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AND 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 October 28, 2025 (the “Prospectus ”) issued by
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Ningbo Joyson Electronic Corp. (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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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 0699
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Stock short name JOYSON ELEC
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Dealings commencement date November 6, 2025*
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* See note at the end of this announcement
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Price Information
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Final Offer Price HK$22.00
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Maximum Offer Price HK$23.60
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Offer Shares and Share Capital
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Number of Offer Shares 155,100,000
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Final Number of Offer Shares in Hong Kong Public Offering 15,510,000
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Final Number of Offer Shares in International Offering 139,590,000
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Number of issued shares upon Listing
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(before exercise of the Over-allotment Option) 1,550,770,563
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Note:
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(1) The number of issued Shares includes 12,664,015 A Shares repurchased and held in our Company ’s stock
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repurchase account as treasury shares.
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(2) The Offer Size Adjustment Option is not exercised.
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--- page 4 ---
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4
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Over-allocation
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No. of Offer Shares over-allocated 23,265,000
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– International Offering 23,265,000
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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 (Note) HK$3,412.2 million
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Less: Estimated listing expenses payable based on Final Offer
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Price HK$159.7 million
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Net proceeds HK$3,252.5 million
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus
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on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 94,653
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No. of successful applications 17,372
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Subscription level 147.67 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 15,510,000
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Final no. of Offer Shares under the Hong Kong Public Offering 15,510,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering 10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to www.eipo.com.hk/
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eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full list
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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 129
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Subscription Level 9.78 times
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No. of Offer Shares initially available under the International
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Offering 139,590,000
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Final no. of Offer Shares under the International Offering 139,590,000
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% of Offer Shares under the International Offering to the Global
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Offering 90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, Supervisors, chief executive of the Company, Controlling
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Shareholders, substantial Shareholders, existing Shareholders or any of its subsidiaries or their
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respective close associates; and (ii) none of the placees and the public who have purchased the
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Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
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Supervisors, chief executive of the Company, Controlling Shareholders, substantial Shareholders,
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existing Shareholders or any of its subsidiaries or their respective close associates in relation to
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the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or
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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 Notes 1, 2
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% of total
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issued H
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Shares after the
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Global
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Offering Note 1
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% of total
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issued share
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capital after the
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Global
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Offering Note 1
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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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Jun Sheng SP ( “JSC”) 14,865,500 9.58% 0.96% No
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Ningbo Xinzhi Industrial
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Investment Co., Ltd. (ت
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ʮ̡ )
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( “Ningbo Xinzhi ”) 7,062,000 4.55% 0.46% No
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Jump Trading Pacific Pte.
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Ltd. ( “Jump Trading ”) 3,531,000 2.28% 0.23% No
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Eastern Bell Capital
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VIII Investment Limited
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( “Eastern Bell Capital
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VIII ”) 3,531,000 2.28% 0.23% No
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PSBC Wealth Management
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Co., Ltd. (ࠢ
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பʮ̡ ) (“PSBC Wealth ”) 3,531,000 2.28% 0.23% No
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Vandi Investments Limited
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( “Vandi ”) 3,531,000 2.28% 0.23% No
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Fidelidade – Companhia de
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Seguros, S.A. ( “Fidelidade ”) 1,765,500 1.14% 0.11% No
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Total 37,817,000 24.38% 2.44%
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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 Offer Shares to
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be issued under the Global Offering. The figures assume that the Over-allotment Option is not exercised. The
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calculation of the percentage to the total issued share capital after the Global Offering also includes 12,664,015
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A Shares repurchased and held in our Company ’s stock repurchase account as treasury shares.
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(2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Jump Trading, PSBC Wealth, Vandi,
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Fidelidade were allocated further Offer Shares as placees in the International Offering. Please refer to the
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section headed “Allotment Results Details – International Offering – Allotees with Waivers/Consents Obtained ”
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in this announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to
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lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone
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Investors ” in this announcement.
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--- page 7 ---
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7
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Allotees with waiver/consents obtained
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Investor
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No. of Offer
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Shares
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allocated Note 1
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% of total issued
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H
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Shares after the
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Global
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Offering Note 1
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% of total issued
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share capital
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after the Global
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Offering Note 1 Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
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1C(2) of the Placing Guidelines in relation to subscription for H Shares by Permitted Existing Shareholders
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holding more than 1% of the issued share capital of the Company immediately prior to the completion of the
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Global Offering and/or their close associates
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Nil Nil Nil Nil Nil
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Allotee with consent under paragraph 18 of Chapter 4.15 of the Guide in relation to allocation of Offer Shares to
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certain Cornerstone Investor Note 2
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Jump Trading 3,531,000 2.28% 0.23% A Cornerstone
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InvestorNote 2
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PSBC Wealth 706,000 0.46% 0.05% A Cornerstone
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InvestorNote 2
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Vandi 988,500 0.64% 0.06% A Cornerstone
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InvestorNote 2
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Fidelidade 1,059,000 0.68% 0.07% A Cornerstone
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Investor Note 2
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide in relation
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to allocations to connected client Note 2
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UBS Asset Management (Singapore)
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Limited ( “UBS AM Singapore ”)
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5,659,000 3.65% 0.36% Connected client
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Huatai Capital Investment Limited
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(“HTCI”)
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1,236,000 0.80% 0.08% Connected client
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CITIC Securities International Capital
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Management Limited ( “CSICM”)
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1,059,000 0.68% 0.07% Connected client
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--- page 8 ---
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8
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Investor
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No. of Offer
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Shares
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allocated Note 1
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% of total issued
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H
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Shares after the
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Global
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Offering Note 1
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% of total issued
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share capital
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after the Global
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Offering Note 1 Relationship
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GF Global Capital Limited ( “GFGC”) 3,177,500 2.05% 0.20% Connected client
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as a placee
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706,000 0.46% 0.05% Connected client
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holding on behalf
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of PSBC Wealth
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Guotai Junan Investments (Hong Kong)
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Limited ( “GTJA Investment ”)
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4,237,500 2.73% 0.27% Connected client
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CICC Financial Trading Limited
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(“CICC FT ”)
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706,000 0.46% 0.05% Connected client
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Haitong International Asset Management
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(HK) Limited ( “Haitong AM ”)
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111,500 0.07% 0.01% Connected client
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GF Securities Asset Management
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(Guangdong) Co., Ltd. ( ᄿ೯൛Վ༟ପ
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၍ଣ(؇)ʮ̡ ) (“GF Securities
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AM”)
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3,531,000 2.28% 0.23% Connected client
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holding on behalf
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of PSBC Wealth
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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 Offer Shares to
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be issued under the Global Offering. The figures assume that the Over-allotment Option is not exercised. The
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calculation of the percentage to the total issued share capital after the Global Offering also includes 12,664,015
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A Shares repurchased and held in our Company ’s stock repurchase account as treasury shares.
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(2) 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 placees in the International Offering. For allocations of Offer Shares to the investor as
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Cornerstone Investors, please refer to the section headed “Allotment Results Details – International Offering
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– Cornerstone Investors ” in this announcement. For details of the consent under Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations of further H Shares to Cornerstone investors and/or their close
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associates, please refer to the section headed “Others/Additional Information – Allocations of Offer Shares to
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certain Cornerstone Investor with a consent under Chapter 4.15 of the Guide ” in this announcement.
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(3) For details of (a) a consent under paragraph 18 of Chapter 4.15 of the Guide to permit the Company to allocate
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certain Offer Shares in the International Offering to certain Cornerstone Investors and (b) a consent under
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paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide to permit the Company to allocate
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certain Offer Shares in the International Offering to connected clients, please refer to the section headed “Other
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Information ” in this announcement.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Number
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of shares
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held in the
|
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Company
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subject to
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lock-up
|
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undertakings
|
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upon Listing
|
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Number of
|
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H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
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total issued
|
||
H Shares
|
||
after the
|
||
Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing Note 2
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
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upon
|
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Listing Note 2
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Last day
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subject to the
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lock-up
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undertakings
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Mr. Wang Note 5 35,436,959 – – 2.29% May 5, 2026
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(First Six-Month
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Period)Note 3
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November 5, 2026
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(Second Six Month
|
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Period)Note 4
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Joyson Group Note 5 520,669,101 – – 33.57% May 5, 2026
|
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(First Six-Month
|
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Period)Note 3
|
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November 5, 2026
|
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(Second Six Month
|
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Period)Note 4
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Total 556,106,060 – – 35.86%
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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 Offer Shares to be
|
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issued under the Global Offering.
|
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(2) Assuming the Over-allotment Option is not exercised.
|
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(3) The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
|
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Controlling Shareholders will not cease to be a Controlling Shareholder.
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(4) The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
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indicated date.
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(5) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||
period ends on May 5, 2026 and for the second six-month period, on November 5, 2026.
|
||
|
||
|
||
--- page 10 ---
|
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10
|
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Cornerstone Investors
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Name
|
||
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 2
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing Note 2
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 3
|
||
JSC 14,865,500 14,865,500 9.58% 0.96% May 5,2026
|
||
Ningbo Xinzhi 7,062,000 7,062,000 4.55% 0.46% May 5,2026
|
||
Jump Trading 3,531,000 3,531,000 2.28% 0.23% May 5,2026
|
||
Eastern Bell Capital VIII 3,531,000 3,531,000 2.28% 0.23% May 5,2026
|
||
PSBC Wealth 3,531,000 3,531,000 2.28% 0.23% May 5,2026
|
||
Vandi 3,531,000 3,531,000 2.28% 0.23% May 5,2026
|
||
Fidelidade 1,765,500 1,765,500 1.14% 0.11% May 5,2026
|
||
Total 37,817,000 37,817,000 24.38% 2.44%
|
||
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 relevant cornerstone investment agreements, the required lock-up ends on May 5, 2026.
|
||
The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares after the
|
||
indicated date.
|
||
(4) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new 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 fully
|
||
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 fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 14,865,500 10.65% 9.13% 9.58% 8.33% 14,865,500 0.96% 0.94%
|
||
Top 5 45,241,500 32.41% 27.78% 29.17% 25.36% 45,241,500 2.92% 2.87%
|
||
Top 10 67,798,500 48.57% 41.63% 43.71% 38.01% 67,798,500 4.37% 4.31%
|
||
Top 25 117,241,500 83.99% 71.99% 75.59% 65.73% 117,241,500 7.56% 7.45%
|
||
Note: Ranking of placees is based on the number of H Shares allotted to the places.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
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
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H share
|
||
capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
H share
|
||
capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
Top 1 14,865,500 10.65% 9.13% 9.58% 8.33% 14,865,500 9.58% 8.33% 14,865,500
|
||
Top 5 45,241,500 32.41% 27.78% 29.17% 25.36% 45,241,500 29.17% 25.36% 45,241,500
|
||
Top 10 67,798,500 48.57% 41.63% 43.71% 38.01% 67,798,500 43.71% 38.01% 67,798,500
|
||
Top 25 117,241,500 83.99% 71.99% 75.59% 65.73% 117,241,500 75.59% 65.73% 117,241,500
|
||
Note: Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
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
|
||
fully
|
||
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
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 556,106,060 35.86% 35.33%
|
||
Top 5 14,865,500 10.65% 9.13% 9.58% 8.33% 14,865,500 679,500,112 43.82% 43.17%
|
||
Top 10 32,520,500 23.30% 19.97% 20.97% 18.23% 32,520,500 721,876,983 46.55% 45.86%
|
||
Top 25 80,509,500 57.68% 49.44% 51.91% 45.14% 80,509,500 795,803,652 51.32% 50.56%
|
||
Note: Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 94,653 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
|
||
500 49,001 7,840 out of 49,001 to receive 500 Shares 16.00%
|
||
1,000 5,907 1,011 out of 5,907 to receive 500 Shares 8.56%
|
||
1,500 2,880 493 out of 2,880 to receive 500 Shares 5.71%
|
||
2,000 7,055 1,208 out of 7,055 to receive 500 Shares 4.28%
|
||
2,500 1,745 299 out of 1,745 to receive 500 Shares 3.43%
|
||
3,000 1,202 206 out of 1,202 to receive 500 Shares 2.86%
|
||
3,500 716 123 out of 716 to receive 500 Shares 2.45%
|
||
4,000 1,414 243 out of 1,414 to receive 500 Shares 2.15%
|
||
4,500 1,079 186 out of 1,079 to receive 500 Shares 1.92%
|
||
5,000 3,447 595 out of 3,447 to receive 500 Shares 1.73%
|
||
6,000 1,017 176 out of 1,017 to receive 500 Shares 1.44%
|
||
7,000 714 124 out of 714 to receive 500 Shares 1.24%
|
||
8,000 750 131 out of 750 to receive 500 Shares 1.09%
|
||
|
||
|
||
--- 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
|
||
POOL A
|
||
9,000 555 97 out of 555 to receive 500 Shares 0.97%
|
||
10,000 2,541 445 out of 2,541 to receive 500 Shares 0.88%
|
||
15,000 1,431 252 out of 1,431 to receive 500 Shares 0.59%
|
||
20,000 1,376 243 out of 1,376 to receive 500 Shares 0.44%
|
||
25,000 1,033 183 out of 1,033 to receive 500 Shares 0.35%
|
||
30,000 866 154 out of 866 to receive 500 Shares 0.30%
|
||
35,000 626 113 out of 626 to receive 500 Shares 0.26%
|
||
40,000 666 121 out of 666 to receive 500 Shares 0.23%
|
||
45,000 520 95 out of 520 to receive 500 Shares 0.20%
|
||
50,000 1,244 228 out of 1,244 to receive 500 Shares 0.18%
|
||
60,000 663 122 out of 663 to receive 500 Shares 0.15%
|
||
70,000 440 81 out of 440 to receive 500 Shares 0.13%
|
||
80,000 382 71 out of 382 to receive 500 Shares 0.12%
|
||
90,000 306 58 out of 306 to receive 500 Shares 0.11%
|
||
100,000 1,800 342 out of 1,800 to receive 500 Shares 0.10%
|
||
200,000 1,415 270 out of 1,415 to receive 500 Shares 0.05%
|
||
92,791
|
||
Total number of Pool A successful
|
||
applicants: 15,510
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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
|
||
POOL B
|
||
300,000 927
|
||
4,000 Shares plus 293 out of 927 to receive
|
||
additional 500 Shares 1.39%
|
||
400,000 210
|
||
4,000 Shares plus 67 out of 210 to receive
|
||
additional 500 Shares 1.04%
|
||
500,000 374
|
||
4,000 Shares plus 120 out of 374 to receive
|
||
additional 500 Shares 0.83%
|
||
1,000,000 159
|
||
4,000 Shares plus 52 out of 159 to receive
|
||
additional 500 Shares 0.42%
|
||
1,500,000 53
|
||
4,000 Shares plus 18 out of 53 to receive
|
||
additional 500 Shares 0.28%
|
||
2,000,000 34
|
||
4,000 Shares plus 12 out of 34 to receive
|
||
additional 500 Shares 0.21%
|
||
2,500,000 23
|
||
4,000 Shares plus 9 out of 23 to receive
|
||
additional 500 Shares 0.17%
|
||
3,000,000 24
|
||
4,000 Shares plus 10 out of 24 to receive
|
||
additional 500 Shares 0.14%
|
||
4,000,000 12
|
||
4,000 Shares plus 6 out of 12 to receive
|
||
additional 500 Shares 0.11%
|
||
5,000,000 22
|
||
4,000 Shares plus 12 out of 22 to receive
|
||
additional 500 Shares 0.09%
|
||
7,755,000 24
|
||
4,000 Shares plus 15 out of 24 to receive
|
||
additional 500 Shares 0.06%
|
||
1,862
|
||
Total number of Pool B successful
|
||
applicants: 1,862
|
||
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 15 ---
|
||
15
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Permitted Existing 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 Appendix F1 to the Listing Rules
|
||
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 Appendix F1 to the Listing Rules to permit the Company
|
||
to allocate such Offer Shares certain Permitted Existing Shareholders and their close associates on
|
||
the following conditions:
|
||
(i) each Permitted Existing Shareholder to whom our Company may allocate the H Shares under
|
||
the International Offering holds less than 5% of the voting rights in our Company prior to the
|
||
completion of the Global Offering;
|
||
(ii) each Permitted Existing 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 Permitted Existing Shareholders has the power to appoint any Directors nor have
|
||
any other special rights in our Company;
|
||
(iv) allocation to the Permitted Existing Shareholders and their close associates will not affect
|
||
our Company ’s ability to satisfy the public float requirement under Rule 19A.13A(2) of the
|
||
Listing Rules;
|
||
(v) each of our Company, the Joint Sponsors 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 Permitted Existing 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
|
||
(vi) details of the allocation to the Permitted Existing 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).
|
||
Please refer to the section headed “Waivers and Exemption – Waiver in Relation to Allocation
|
||
of H Shares to Existing Minority Shareholders and their Close Associates ” in the Prospectus for
|
||
further details of the waiver and consent.
|
||
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 2011, the Company has a highly extensive base of existing Shareholders and
|
||
disclosure of details of allocations to all Permitted Minority Shareholders will not be meaningful
|
||
to investors, the proposed disclosure threshold, i.e. condition (e) of the waiver and consent which
|
||
provides that details of the allocation to the Permitted Existing Shareholders 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. Nonetheless, as no allocation has
|
||
been made to any such Permitted Existing Shareholders holding more than 1% of the issued share
|
||
capital of the Company, no disclosure has been made in this announcement.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
The allocation of Offer Shares to such Permitted Existing Shareholders is in compliance with all
|
||
the conditions under the waiver/consent granted by the Stock Exchange.
|
||
Allocations of Offer Shares to certain Cornerstone Investor with a consent under 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 to permit the Company to allocate further Offer Shares in the International Offering to
|
||
certain Cornerstone Investors and/or their respective close associates (the “Size-based Exemption
|
||
Participants ”, and each a “Size-based Exemption Participant ”) as placees, subject to the
|
||
following conditions:
|
||
(a) the final offering size of the Global Offering, assuming the Offer Size Adjustment Option and
|
||
the Over-allotment Option is not exercised, will be of a total value of at least HK$1 billion;
|
||
(b) each Director, chief executive, Controlling Shareholders and Supervisor of the Company
|
||
has confirmed that, no Offer Shares have been allocated to them or their respective close
|
||
associates pursuant to the size-based exemption;
|
||
(c) the allocation to Size-based Exemption Participant 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)(a) of the Listing Rules; and
|
||
(d) the details of allocation to the Size-based Exemption Participant under the size-based
|
||
exemption will be disclosed in the allotment results announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to certain Cornerstone Investor, please refer to the
|
||
section headed “Allotment Results Details – International Offering – Allotees with Waivers/
|
||
Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing
|
||
Guidelines to permit the Company to allocate certain Offer Shares in the International Offering to connected clients. The allocation of Offer
|
||
Shares to such connected client is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of the
|
||
placement to the connected clients are set out below.No.
|
||
Connected distributor
|
||
Connected client
|
||
Relationship
|
||
Whether the connected clients will hold the beneficial interests of the Offer Shares on a nondiscretionary
|
||
basis or discretionary basis for independent
|
||
third parties
|
||
Number of
|
||
Offer
|
||
Shares to beallocated to the connected
|
||
client
|
||
Approximate percentage of Offer Shares allocated to The connected client
|
||
Note 2
|
||
Approximatepercentage of total
|
||
issued share capital after the Global Offering
|
||
Note 2
|
||
1. UBS AG Hong Kong Branch
|
||
(“UBS HK ”)
|
||
UBS AM
|
||
Singapore
|
||
Note 3
|
||
UBS AM Singapore is a
|
||
member of same group
|
||
of UBS HK
|
||
Discretionary basis 5,659,000 3.65% 0.36%
|
||
2. Huatai Financial Holdings
|
||
(Hong Kong) Limited ( “HTFH”)
|
||
HTCI
|
||
Note 4 HTCI is a member of
|
||
same group of HTFH
|
||
Non-discretionary basis 1,236,000 0.80% 0.08%
|
||
3. CITIC Securities Brokerage (HK)
|
||
Limited ( “CITIC Brokerage ”)
|
||
CSICM
|
||
Note 5 CSICM is a member of
|
||
same group of CITIC
|
||
Brokerage
|
||
Non-discretionary basis 1,059,000 0.68% 0.07%
|
||
4. GF Securities (Hong Kong) Brokerage
|
||
Limited ( “GFHK”)
|
||
GFGC
|
||
Note 6 GFGC is a member of
|
||
same group of GFHK
|
||
Non-discretionary basis 3,177,500 2.05% 0.20%
|
||
5. GFHK; China International Capital
|
||
Corporation Hong Kong Securities
|
||
Limited ( “CICCHKS ”)
|
||
GFGC
|
||
Note 7 GFGC is a member of
|
||
same group of GFHK
|
||
Non-discretionary basis 706,000 0.46% 0.05%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
No.
|
||
Connected distributor
|
||
Connected client
|
||
Relationship
|
||
Whether the connected clients will hold the beneficial interests of the Offer Shares on a nondiscretionary
|
||
basis or discretionary basis for independent
|
||
third parties
|
||
Number of
|
||
Offer
|
||
Shares to beallocated to the connected
|
||
client
|
||
Approximate percentage of Offer Shares allocated to The connected client
|
||
Note 2
|
||
Approximatepercentage of total
|
||
issued share capital after the Global Offering
|
||
Note 2
|
||
6. Guotai Junan Securities (Hong Kong)
|
||
Limited ( “GTJA Securities ”)
|
||
GTJA
|
||
Investment
|
||
Note 8
|
||
GTJA Investment is a
|
||
member of same group
|
||
of GTJA Securities
|
||
Non-discretionary basis 4,237,500 2.73% 0.27%
|
||
7. CICCHKS CICC FT
|
||
Note 9 CICC FT is a member
|
||
of same group of
|
||
CICCHKS
|
||
Non-discretionary basis 706,000 0.46% 0.05%
|
||
8. GTJA Securities Haitong AM
|
||
Note 10 Haitong AM is a
|
||
member of same group
|
||
of GTJA Securities
|
||
Discretionary basis 111,500 0.07% 0.01%
|
||
9. GFHK GF Securities
|
||
AM
|
||
Note 11
|
||
GF Securities AM is a
|
||
member of same group
|
||
of GFHK
|
||
Discretionary basis 3,531,000 2.28% 0.23%
|
||
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) UBS AM Singapore will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients. To the best
|
||
knowledge of UBS AM Singapore after due enquiry, each of the underlying clients of UBS AM Singapore is an independent third party of UBS AM Singapore.
|
||
(4) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (
|
||
“IPOs
|
||
”) in Hong Kong. However, PRC
|
||
investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors (the
|
||
“Cross-border Derivatives Trading Regime
|
||
”).
|
||
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.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
HTFH is a sub-broker engaged by CICCHKS 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 the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
|
||
“Huatai Back-to-back TRS
|
||
”) to be entered by HTCI in connection with a Huatai 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 and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a
|
||
“connected client
|
||
” of HTFH pursuant to paragraph 1(B)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 licensed 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
|
||
“Huatai Client TRS
|
||
”) with Huatai Securities in connection with the Company
|
||
’s IPO and Huatai
|
||
Securities will place a Huatai Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Huatai Back-to-back TRS, HTCI participates in the Company
|
||
’s IPO and subscribes the Offer Shares through placing order with CICCHKS and GFHK 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, HTCI, 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 Huatai Back-to-back TRS in connection with the Huatai Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the contracts of the Huatai Back-to-back TRS and the Huatai Client TRS, during the tenor of the Huatai Back-to-back TRS and the Huatai 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 Huatai Back-to-back TRS and the Huatai 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 Huatai Back-to-back TRS and the Huatai Client TRS is similar to the investment in a qualified domestic institutional investor fund (
|
||
“QDII
|
||
”)
|
||
in the way that the Huatai Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Huatai Back-to-back TRS and the Huatai Client TRS factor into account the fluctuation in RMB exchange rate upon termination of the Huatai Client TRS by converting the profit and loss using the current exchange rate at the time of termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Huatai Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange at its own discretion. Upon the termination upon maturity or early termination of the Huatai 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 Huatai Back-to-back TRS and the Huatai 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 Huatai Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Huatai Back-to-back TRS by way of a new issuance or a tenor extension.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 Huatai Client TRS order with Huatai Securities in connection with the IPO of the Company. HTCI will not exercise the voting right of the Offer Shares during the tenor of the Huatai Back-to-back TRS.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
During the life of the Client TRS and Huatai 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 Huatai Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Ultimate Clients.
|
||
(5) CSICM will act as the single counterparty of a back-to-back total return swap transaction (the
|
||
“CSICM Back-to-back TRS
|
||
”) to be entered into by CSICM
|
||
in connection with total return swap orders (the
|
||
“CSICM Client TRS
|
||
”) placed by its ultimate clients (the
|
||
“CSICM Ultimate Client
|
||
”), by which CSICM will
|
||
hold the legal title and beneficial interest in the Offer Share, but will contractually agree to pass on the full economic exposure and return of the Offer Shares placed to the CSICM Ultimate Clients, on a non-discretionary basis. The CSICM Ultimate Client may exercise an early termination right to early terminate the CSICM Client TRS at any time from the trade date of the CSICM Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity or termination of the CSICM Client TRS by the CSICM Ultimate Client, CSICM will dispose of the Offer Shares on the secondary market and the CSICM Ultimate Client will receive a final termination amount of the CSICM Back-to-back TRS which should 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 CSICM Back-to-back TRS and the CSICM Client TRS. CSICM will not exercise the voting right of the Offer Shares during the terms of the CSICM Back-to-back TRS. To the best knowledge of CSICM after due enquiry, each of the CSICM Ultimate Clients is an independent third party of CSICM and CITIC Brokerage and the companies which are members of the same group of CITIC Brokerage.
|
||
(6) The Offer Shares placed to GFGC will be held by GFGC acting as the single counterparty of a back-to-back total return swap transaction to be entered into by
|
||
GFGC in connection with total return swap orders placed by its ultimate clients (the
|
||
“GFGC Ultimate Clients
|
||
”). GFGC will hold the legal title and beneficial
|
||
interest in the Offer Share on a non-discretionary basis, but will contractually agree to pass on the full economic exposure and return of the Offer Shares placed to the GFGC Ultimate Clients. To the best knowledge of GFGC after due enquiry, each of the GFGC Ultimate Clients is an independent third party of GFGC and GFHK and the companies which are members of the same group of GFHK.
|
||
(7) The Offer Shares propose to be placed to GFGC for and on behalf of PSBC Wealth will be held by GFGC acting as the single counterparty of a back-to-
|
||
back total return swap transaction (the
|
||
“GFGC Back-to-back TRS
|
||
”) to be entered into between GFGC and GF Securities Co., Ltd. (Stock code: 1776) (
|
||
“GF
|
||
Securities
|
||
”) in connection with a total return swap order (the
|
||
“GFGC Client TRS
|
||
”) placed by and fully funded by PSBC Wealth, via CICC Jinjia No.1
|
||
Collective Asset Management Plan (
|
||
ྗ
|
||
1ྌ
|
||
), by which GFGC will pass the full economic exposure of the Offer Shares placed to PSBC
|
||
Wealth, which in effect, GFGC will hold the beneficial interest of the Offer Shares on behalf of PSBC Wealth, on a non-discretionary basis. China International Capital Corporation Limited, a member of the same group of companies as CICCHKS, acts as the asset manager of the GF Ultimate Client. As disclosed in the Prospectus, PSBC Wealth is a cornerstone investor. GFGC will hold the legal title and beneficial interest in the Connected Client Shares, but will contractually agree to pass on the full economic exposure and return of the Connected Client Shares to PSBC Wealth. PSBC Wealth may exercise an early termination right to early terminate the GFGC Client TRS at any time from the trade date of the GFGC Client TRS which should be on or after the date on which such Offer Shares are listed on the Stock Exchange. Upon the final maturity or early termination of the GFGC Client TRS by PSBC Wealth, GFGC will dispose such Shares on the secondary market and PSBC Wealth will receive a final termination amount of the GFGC Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Connected Client Shares, the fixed amount of management fees of the GFGC Back-to-back TRS and the GFGC Client TRS. Due to its internal policy, GFGC will not exercise the voting right of the Offer Shares held on behalf of PSBC Wealth during the tenor of the GFGC Back-to-back TRS. To the best of GFGC
|
||
’s knowledge, after making all reasonable enquiries, PSBC Wealth is a third party independent from each of the
|
||
Company, GFGC, GFHK, CICCHKS and the companies which are members of the same group of GFHK and CICCHKS.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
(8) GTJA Investment shall hold the Offer Shares for hedging purpose as the single underlying asset of several sets of back-to-back total return swap transaction (the
|
||
“GTHT Back-to-back TRS
|
||
”) to be entered into between GTJA Investment 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 several ultimate clients (the
|
||
“GTHT Onshore
|
||
Ultimate Clients
|
||
”). Such GTHT Client TRS is to be fully funded by the GTHT Onshore Ultimate Clients. GTJA Investment will hold the Offer Shares on a non-
|
||
discretionary basis for the purpose of hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS only. During the tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and all economic losses shall be borne by the GTHT Onshore Ultimate Clients, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and GTJA Investment 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 Clients may request to redeem the Offer Shares at their own discretion, upon which GTJA Investment shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS. Due to its internal policy, GTJA Investment will not exercise the voting right attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS. To the best knowledge of GTJA Investment after due enquiry, each of the GTHT Onshore Ultimate Clients is an independent third party of GTJA Investment and GTJA Securities and the companies which are members of the same group of GTJA Securities and GTJA Investment.
|
||
(9) CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions (the
|
||
“OTC Swaps
|
||
”) with
|
||
each other and the ultimate clients (the
|
||
“CICC FT Ultimate Clients
|
||
”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to
|
||
hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and commissions. The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy. To the best of CICC FT
|
||
’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT,
|
||
CICCHKS and the companies which are members of the same group of CICCHKS.
|
||
(10) Haitong AM will hold the Offer Shares in its capacity as the discretionary investment manager managing assets on behalf of its underlying clients. To the best
|
||
knowledge of Haitong AM after due enquiry, each of the underlying clients of Haitong AM is an independent third party of Haitong AM and GTJA Securities and the companies which are members of the same group of GTJA Securities.
|
||
(11) GF Securities AM will hold the Offer Shares on behalf of PSBC Wealth as a cornerstone investor in the Global Offering. GF Securities AM is an asset manager
|
||
that is a QDII as approved by the relevant PRC authority and a direct wholly-owned subsidiary of GF Securities. GFHK is an indirect wholly-owned subsidiary of GF Securities. Therefore, GF Securities AM and GFHK are members of the same group of companies. To the best of GFAM
|
||
’s knowledge, after making all
|
||
reasonable enquiries, PSBC Wealth is a third party independent from each of the Company, GFHK, GF Securities AM and the companies which are members of the same group of GFHK and GF Securities AM.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
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, the Controlling Shareholders, Directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for each
|
||
Offer Share subscribed for or purchased by them is the same as the final Offer Price determined
|
||
by the Company, in addition to any brokerage, AFRC transaction levy, SFC transaction levy and
|
||
Stock Exchange trading fee payable.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated October 28, 2025 issued by Ningbo Joyson
|
||
Electronic Corp. for detailed information about the Global Offering described herein before
|
||
deciding whether or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
|
||
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting
|
||
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
|
||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||
Date (which is currently expected to be on Thursday, November 6, 2025).
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
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 10.08% of the total issued share capital of the Company (excluding the 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, thereby satisfying Rule 19A.13A(2)
|
||
of the Listing Rules at the time of the Listing.
|
||
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$22.00 per H Share, the Company confirms the free float requirement under
|
||
Rule 19A.13C(2)(a) of the Listing Rules.
|
||
The Directors confirm that, immediately following 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 under the Listing Rules immediately after the
|
||
Global Offering; (iii) the three largest public shareholders of the Company do not hold more than
|
||
50% of the 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. (Hong Kong time) on
|
||
Thursday, November 6, 2025, 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 H Shares prior to the receipt of H Share certificates or the H
|
||
Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Thursday, November 6, 2025, it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Thursday, November 6, 2025. The H Shares will be
|
||
traded in board lots of 500 H Shares each. The stock code of the H Shares is 0699.
|
||
By order of the Board
|
||
Ningbo Joyson Electronic Corp.
|
||
ʮ̡
|
||
Mr. WANG Jianfeng
|
||
Chairperson of the Board and Executive Director
|
||
Hong Kong, November 5, 2025
|
||
Directors and proposed director of the Company named in the application to which this
|
||
announcement relates are: (i) Mr. WANG Jianfeng, Mr. CHEN Wei, Ms. LI Junyu and Mr. CAI
|
||
Zhengxin as executive directors; (ii) Mr. ZHU Xuesong and Mr. ZHOU Xingyou as non-executive
|
||
directors; and (iii) Prof. WEI Xuezhe, Prof. LU Guihua and Prof. YU Fang as independent
|
||
non-executive directors, and Ms. XI Xuanhua as proposed independent non-executive director.
|