hk-ipo/data/extracted_text/00805/allotment_results_2025-01-10_2025011001251.txt

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Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
(the ‘‘Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited (the
‘‘HKSCC ’’) take no responsibility for the c ontents of this announcement, make no
representation as to its accuracy or complet eness 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.
Unless otherwise defined herein, capitaliz ed terms in this announcement shall have the same
meanings as those defined in the prospectus dated December 31, 2024 (the ‘‘ Prospectus ’’)
issued by New Gonow Recreational Vehicles Inc. (the ‘‘ Company ’’).
This announcement is for information purposes only and does not consti tute an invitation or
an offer to acquire, purchase or subscribe f or any securities. This announcement is not a
prospectus. Potential investors should read t he Prospectus for detailed information about
the Global Offering described below before deciding whether or not to invest in the Offer
Shares. Any investment decisi on in relation to the Offer Shares should be taken solely in
reliance on the information p rovided in the Prospectus.
This announcement does not constitute an offer t o sell or the solicitation of an offer to buy
nor shall there be any sale of Offer Shares in any jurisdiction in which such offer,
solicitation or sales would be unlawful. This announcement is not for release, publication or
distribution, directly or indi rectly, in or into the United States or any other jurisdiction
where such distribution is prohibited by la w, nor is this announcement an offer for sale or
solicitation to purchase or subscribe for se curities in the United States or any other
jurisdictions. The Offer Shares have not been , and will not be, registered under the United
States Securities Act of 1933, as am ended from time to time (the ‘‘ U.S. Securities Act ’’), or
any applicable state securities laws, and may not be offered, sold, pledged or transferred
within the United States or to, or for the acc ount or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act (the ‘‘ Regulation S ’’)) except in transactions
exempt from, or not subject to, the registratio n requirements of the U.S. Securities Act. The
Offer Shares are being offered and sold outside the United States in offshore transactions in
accordance with Regulation S. There will be no public offering of the Offer Shares in the
United States.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms
and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to
any person who is outside Hong Kong and/or not re sident in Hong Kong. Potential investors
of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf
of the Underwriters) shall be entitled to termi nate 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 — The Hong Kong Public
Offering — Grounds for Termination’’ in the Prospectus at any time prior to 8 : 00 a.m. on
the Listing Date.
No stabilizing manager will be appointed, and it is anticipated that no stabilization
activities will be carried out in relation to the Global Offering.
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New Gonow Recreational Vehicles Inc.
新 吉 奥 房 车 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 240,000,000 Shares
Number of Hong Kong Offer Shares : 24,000,000 Shares
Number of International Offer Shares : 216,000,000 Shares
Final Offer Price : HK$1.27 pe r Offer Share (payable in full
in Hong Kong dollars on application
plus brokerage of 1%, SFC transaction
levy of 0.0027%, AFRC transaction levy
of 0.00015% and Stock Exchange
trading fee of 0.00565%, subject to
refund)
Nominal value : US$0.0001 per Share
Stock code : 0805
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinator,
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Global Coordinators, Join t Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
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New Gonow Recreational Vehicles Inc./ʮ̡
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have
the same meanings as those defined in the prospectus dated December 31, 2024 (the
“Prospectus”) issued by New Gonow Recreational Vehicles Inc. (the “ Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Shares could
move substantially even with a small number of Shares traded and should exercise extreme
caution when dealing in the Shares.
SUMMARY
Company Information
Stock code 0805
Stock short name NEW GONOW RV
Dealings commencement date January 13, 2025*
* see note at the end of the announcement
Price Information
Final Offer Price HK$1.27
Offer Price Range HK$1.24–HK$1.64
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 240,000,000
Number of Offer Shares in Hong Kong Public Offering 24,000,000
Number of Offer Shares in International Offering 216,000,000
Number of issued Shares upon Listing 960,000,000
Over-allocation
No. of Offer Shares over-allocated —
Proceeds
Gross proceeds (Note) HK$304.80 million
Less: Estimated listing expenses payable based on
Final Offer Price
HK$ (51.39) million
Net proceeds HK$253.41 million
Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For
details of the use of proceeds, please refer to the Prospectus.


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ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 2,336
No. of successful applications 2,044
Subscription level 2.52 times
Claw-back triggered No
No. of Offer Shares initially available under the Hong
Kong Public Offering
24,000,000
Final no. of Offer Shares under the Hong Kong Public
Offering
24,000,000
% of Offer Shares under the Hong Kong Public
Offering to the Global Offering
10%
Note: For details of the final allocation of shares to the Hong Kong Public Offering,
investors can refer to https://www.hkeipo.hk/iporesult to perform a search by name or
identification number or https://www.hkeipo.hk/iporesult for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 120
Subscription Level 1.01 times
No. of Offer Shares initially available under the
International Offering
216,000,000
Final no. of Offer Shares under the International
Offering
216,000,000
% of Offer Shares under the International Offering to
the Global Offering
90%
The Directors confirm that, to the best of their knowledge, information and belief, (i)
none of the Offer Shares subscribed by the placees and the public have been financed
directly or indirectly by the Company, any of the Directors, chief executive of the
Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
the Company or any of its subsidiaries or their respective close associates; and (ii) none
of the placees and the public who have purchased the Offer Shares are accustomed to
taking instructions from the Company, any of the Directors, chief executive of the
Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
the Company or any of its subsidiaries or their respective close associates in relation to
the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
name or otherwise held by him/her/it.


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LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of Shares held
in the Company subject
to lock-up undertakings
upon Listing
% of shareholding in the
Company subject to
lock-up undertakings
upon Listing
Last day subject to the
lock-up undertakings
Miao Xuezhong/Wang
Danhong/Miao Wanyi/Snowy.
M Holdings Limited/M.X.Z
Holdings Limited/MIAO
Wanyi Holdings Limited/Miao
Wanyi Trust/WDH Holdings
Limited/MWY Holdings
Limited
714,049,200 74.38% July 12, 2025
(First Six-Month
Period)Note 1
January 12, 2026
(Second Six-Month
Period)Note 2
Subtotal 714,049,200 74.38%
In accordance with the undertaking given by the Controlling Shareholders pursuant to
the relevant Listing Rule and the Hong Kong Underwriting Agreement, the lock-up
for the first six-month period ends on July 12, 2025 and for the second six-month
period, on January 12, 2026.
Notes:
1. Each member of the Controlling Shareholders may dispose of or transfer Shares
after the indicated date subject to that the Controlling Shareholders will not cease
to be a Controlling Shareholder.
2. Each member of the Controlling Shareholders will cease to be prohibited from
disposing of or transferring Shares after the indicated date.


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PLACEE CONCENTRATION ANALYSIS
Placees*
Number of Shares
allotted
Allotment as % of
International Offering
Allotment as % of
total Offer Shares
Number of Shares
held upon Listing
% of total issued share
capital upon Listing
Top 1 32,356,000 14.98% 13.48% 32,356,000 3.37%
Top 5 126,648,000 58.63% 52.77% 126,648,000 13.19%
Top 10 188,230,000 87.14% 78.43% 188,230,000 19.61%
Top 25 215,810,000 99.91% 89.92% 215,810,000 22.48%
Notes
*
Ranking of placees is based on the number of Shares allotted to the placees.
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders *
Number of Shares
allotted
Allotment as % of
Hong Kong Public
Offering
Allotment as % of
International
Offering#
Allotment as % of
total Offer Shares
Number of Shares
held upon Listing
% of total issued
share capital
upon Listing
Top 1 — 0.00% 0.00% 0.00% 714,049,200 74.38%
Top 5 111,058,000 0.00% 51.42% 46.27% 825,107,200 85.95%
Top 10 181,932,000 0.00% 84.23% 75.81% 895,981,200 93.33%
Top 25 227,780,000 50.00% 99.90% 94.91% 947,780,000 98.73%
Notes
*
Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
#
Exclusive of 12,000,000 Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.


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BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of t he 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
Application Basis of Allocation
Approx. %
Allotted of the
Total No. of
Hong Kong
Offer Shares
Applied For
2,000 1,463 1,171 out of 1,463 applicants to receive
2,000 shares
80.04%
4,000 210 2,000 shares plus 70 out of 210 applicants
to receive an additional 2,000 shares
66.67%
6,000 169 2,000 shares plus 135 out of 169 applicants
to receive an additional 2,000 shares
59.96%
8,000 55 4,000 shares plus 12 out of 55 applicants to
receive an additional 2,000 shares
55.45%
10,000 95 4,000 shares plus 59 out of 95 applicants to
receive an additional 2,000 shares
52.42%
12,000 30 6,000 shares 50.00%
14,000 14 6,000 shares plu s 5 out of 14 applicants to
receive an additional 2,000 shares
47.96%
16,000 10 6,000 shares plu s 7 out of 10 applicants to
receive an additional 2,000 shares
46.25%
18,000 19 8,000 shares plu s 1 out of 19 applicants to
receive an additional 2,000 shares
45.03%
20,000 68 8,000 shares plus 24 out of 68 applicants to
receive an additional 2,000 shares
43.53%
30,000 44 10,000 shares plus 38 out of 44 applicants
to receive an additional 2,000 shares
39.09%
40,000 32 14,000 shares plus 8 out of 32 applicants to
receive an additional 2,000 shares
36.25%
50,000 18 16,000 shares plus 10 out of 18 applicants
to receive an additional 2,000 shares
34.22%
60,000 15 18,000 shares plus 12 out of 15 applicants
to receive an additional 2,000 shares
32.67%
70,000 11 22,000 shares 31.43%
80,000 5 24,000 shares plus 1 out of 5 applicants to
receive an additional 2,000 shares
30.50%
90,000 3 26,000 shares plus 1 out of 3 applicants to
receive an additional 2,000 shares
29.63%
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No. of
Shares
Applied For
No. of Valid
Application Basis of Allocation
Approx. %
Allotted of the
Total No. of
Hong Kong
Offer Shares
Applied For
100,000 19 28,000 shares plus 4 out of 19 applicants to
receive an additional 2,000 shares
28.42%
120,000 12 32,000 shares plus 3 out of 12 applicants to
receive an additional 2,000 shares
27.08%
140,000 5 36,000 shares 25.71%
160,000 4 40,000 shares 25.00%
180,000 4 44,000 shares 24.44%
200,000 7 48,000 shares 24.00%
300,000 4 64,000 shares 21.33%
400,000 5 78,000 shares 19.50%
500,000 1 94,000 shares 18.80%
700,000 5 120,000 shares 17.14%
1,000,000 3 156,000 shares 15.60%
3,000,000 3 346,000 shares 11.53%
Total: 2,333 Total number of successful applications in
Pool A: 2,041
No. of Valid
Application Basis of Allocation
Approx. %
Allotted of the
Total No. of
Hong Kong
Offer Shares
Applied For
2 2,400,000 shares 60.00%
1 7,200,000 shares 60.00%
3 Total number of successf ul applications in Pool B: 3
As of the date of this announcement, the relevant subscription monies previously deposited
in the designated nominee accounts have been r emitted back to the accounts of all HKSCC
participants. Investors should contact the ir relevant brokers for any inquiries.
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COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the L isting 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 t o the placing, allotment and listing of the
Company’s Shares.
The Directors confirm that, to the best of the ir knowledge, the consideration paid by the
placees or the public (as the case may be) di rectly or indirectly for each Offer Share
subscribed for or purchased by them was the same as the final Offer Price in addition to
any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
ADDITIONAL INFORMATION
Placing to connected clients with a prior c onsent under paragraph 5(1) of the Placing
Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has
granted, a consent under paragraph 5(1) o f the Placing Guidelines to permit CITIC
Securities International C apital Management Limited t o participate in the Global
Offering as a placee. Details of the placem ent to connected clients are set out below.
Connected
distributor Connected client Relationship
Whether the
connected client
will hold the
beneficial interests
of the Offer
Shares on a
non-discretionary
basis or
discretionary basis
for independent
third partis
Number of
O f f e rS h a r e st o
be allocated to
the connected
client
Approximate
percentage of
Offer Shares
a l l o c a t e dt ot h e
connected client
Approximate
percentage of
total issued
share capital
after the Global
Offering
CLSA Limited
(‘‘CLSA ’’)
CITIC Securities
International
Capital
Management
Limited
(‘‘CSI ’’)
(Note 1)
CSI is a member
of the same
group of
CLSA
Non-discretionary
basis
8,514,000 3.55% 0.89%
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Note:
1. CSI will act as the single counterparty of a back -to-back total return swap transaction (the ‘‘ CSI
Back-to-back TRS ’ ’ )t ob ee n t e r e di n t ob yC S Ii nc o n n e c t i o nw i t hat o t a lr e t u r ns w a po r d e r( t h e‘ ‘CSI
Client TRS ’’) placed by its ultimate client (the ‘‘ CSI Ultimate Client ’’), by which CSI will pass the full
economic exposure of the Offer Shares placed to CS I to the CSI Ultimate Client. CSI will hold the
beneficial interest of the Offer Shares on behalf o f the CSI Ultimate Client on a non-discretionary
basis. The CSI Ultimate Client may exercise an ear ly termination right to early 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 Exc hange. Upon the final maturity or termination of
the CSI Client TRS by the CSI Ultimate Client, CSI w ill dispose of the Offer Shares on the secondary
market and the CSI Ultimate Client will receive a f inal termination amount of the CSI 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 transac tion fees of the CSI Back-to-back TRS and the CSI
Client TRS. CSI will not exercise the voting right of the Offer Shares during the terms of the CSI
Back-to-back TRS.
The Company has applied to the Stock Exchange for, and the Stock Exchange has
granted, a consent under paragraph 5(1) o f the Placing Guidelines to permit the
Company to allocate such Offer Shares in the International Offering to the connected
client listed above. The allocation of O ffer Shares to such connected client is in
compliance with all the conditions under the consent granted by the Stock Exchange.
PUBLIC FLOAT
Immediately following the completio n of the Global Offering, 240,000,000 Shares,
representing approximatel y 25.0% of the issued share capital of the Company will be
held in the public hands, satisfying the minimum percentage as prescribed in the waiver
granted by the Stock Exchange from strict com pliance with the requirements under Rule
8.08(1)(a) of the Listing Rules.
The Directors confirm that, immediatel y following the completion of the Global
Offering, (i) no placee will, individually, b e placed more than 10% of the enlarged issued
share capital of the Company immediately aft er the Global Offering; (ii) there will not be
any new substantial Shareholder immediately a fter the Global Offering; (iii) the three
largest public Shareholders do not hold more than 50% of the Shares held in the public
hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing
Rules; and (iv) there will be at least 300 Sh areholders at the time of the Listing in
compliance with Rule 8.08(2) of the Listing Rules.
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DISCLAIMERS
Hong Kong Exchanges and Clearing Li mited, 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 complet eness and expressly d isclaim any liability
whatsoever for any loss howsoever arising f rom or in reliance upon the whole or any part
of the contents of this announcement.
This announcement is not for relea se, publication, distribution, directly or indirectly, in or
into the United States (including its terri tories 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 purchas e or subscribe for securities in the United
States. The securities mentioned herein hav e not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the ‘‘ U.S. Securities Act ’’). The
s e c u r i t i e sm a yn o tb eo f f e r e do rs o l di nt h eU nited 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. The re will be no public offer of securities in
the United States.
The Offer Shares are being offered and so ld outside the United States in offshore
transactions in reliance on Regulat ion 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 subscrib e for securities. This announcement is not a
prospectus. Potential investors shoul d read the Prospectus dated December 31, 2024
issued by New Gonow Recreational Vehicles In c. for detailed information about the
Global Offering described below before deci ding whether or not to invest in the Shares
thereby being offered.
* Potential investors of the Offer Shares sh ould note that the Overall Coordinators (for
themselves and on behalf of the Hong Ko ng Underwriters) shall be entitled to
terminate their obligations under the H ong 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 — The Hong Kong
Public Offering — Grounds for Termination’’ in the Prospectus at any time prior to
8 : 00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be
on January 13, 2025).
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COMMENCEMENT OF DEALINGS
Share certificates will only become valid evidence of title at 8 : 00 a.m. on Monday,
January 13, 2025 (Hong Kong time), provid ed that the Global Offering has become
unconditional in all respects and the right of ter mination described in the section headed
‘‘Underwriting’’ in the Prospectus has not been exercised. Investors who trade Shares
prior to the receipt of Share certificates or the Share certificates becoming valid evidence
of title do so entirely at their own risk.
Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on
Monday, January 13, 2025 (Hong Kong time), i t is expected that dealings in the Shares
on the Stock Exchange will commence at 9 : 00 a.m. on Monday, January 13, 2025 (Hong
Kong time). The Shares will be traded in board lots of 2,000 Shares each and the stock
code of the Shares will be 0805.
By order of the Board
New Gonow Recreational Vehicles Inc.
Miao Xuezhong
Chairman and Executive Director
Hong Kong, January 10, 2025
As of the date of this announcement, the Board of Directors comprises: (i) Mr. Miao
Xuezhong, Mr. Liu Tao, Ms. Liu Qin and Mr. Andrew Robert Crank as executive
Directors; and (ii) Mr. Yu Mingyang, Ms. He Jie and Ms. Ng Weng Sin as independent
non-executive Directors.
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