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.
1553 lines
44 KiB
Plaintext
1553 lines
44 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
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Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the
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contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim
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any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
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contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as
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those defined in the prospectus dated May 18, 2026 (the “ Prospectus ”) issued by Shenzhen SDMC Technology
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Co., Ltd. (
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ʮ̡ ) (the “ Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce
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an offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is
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not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and
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the Global Offering described below before deciding whether or not to invest in the Offer Shares. Any investment
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decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the
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Prospectus.
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This announcement is not for release, publication, 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 to sell or solicitation to
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purchase or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have
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not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to
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time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may
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not be offered, sold, pledged or otherwise transferred within the United States, except pursuant to an available
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exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
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in compliance with any applicable state securities laws. The Offer Shares are being offered and sold solely
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outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and
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applicable laws of each jurisdiction where those offers and sales occur. There will be no public offer of the Offer
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Shares in the United States.
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In connection with the Global Offering, China Securities (International) Corporate Finance Company Limited
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acts as the Sole Sponsor, Sole Sponsor-Overall Coordinator, Sole Overall Coordinator and Sole Global
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Coordinator.
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Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Sponsor-Overall
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Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
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obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of
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the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong
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Public Offering – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time)
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on the Listing Date (which is currently expected to be on Wednesday, May 27, 2026).
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--- page 2 ---
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– 2 –
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Shenzhen SDMC Technology Co., Ltd.
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ʮ̡
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(a joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 19,207,300 H Shares
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Number of Hong Kong Offer Shares : 1,920,800 H Shares
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Number of International Offer Shares : 17,286,500 H Shares
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Offer Price : HK$32.80 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Stock Exchange trading fee
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of 0.00565% and AFRC transaction
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levy of 0.00015% (payable in full on
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application in Hong Kong Dollars and
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subject to refund)
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Nominal value : RMB0.10 per H Share
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Stock code : 00901
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Sole Sponsor, Sole Overall Coordinator, Sole Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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SHENZHEN SDMC TECHNOLOGY CO., LTD. / 深圳市華曦達科技股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated May 18, 2026 (the “ Prospectus”) issued by Shenzhen SDMC
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Technology Co., Ltd. (the “Company”).
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SUMMARY
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Company information
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Stock code 901
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Stock short name SDMC
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Dealings commencement date May 27, 2026*
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*see note at the end of the announcement
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Price Information
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Offer Price HK$32.80
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Offer Shares and Share Capital
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Number of Offer Shares 19,207,300 H Shares
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Final Number of Offer Shares in Hong Kong Public Offering 1,920,800 H Shares
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Final Number of Offer Shares in International Offer ing
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(Note)
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17,286,500 H Shares
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Number of issued shares upon Listing 209,540,070 H Shares
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Note: The Offer Size Adjustment Option is not exercised.
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Proceeds
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Gross proceeds (Note) HK$ 630.00 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (60.00) million
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Net proceeds HK$ 570.00 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds” in the Prospectus.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 177,196
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No. of successful applications 17,058
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Subscription level 1,971.99 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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1,920,800
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 1,920,800
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% of Offer Shares under the Hong Kong Public Offer ing to the
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Global Offering
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10.00%
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--- page 4 ---
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4
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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https://www.hkeipo.hk/IPOResult to perform a search by name or identification number or
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https://www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 215
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Subscription Level 2.23 times
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No. of Offer Shares initially available under the International
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Offering
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17,286,500
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Final no. of Offer Shares under the International Offering 17,286,500
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% of Offer Shares under the International Offer ing to the Global
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Offering
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for consent s under
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paragraph 1C(1) and (2) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) granted by the Stock
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Exchange to permit H Shares in the International Offering to be placed to certain existing shareholders and/or
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their close associates and certain connected clients as disclosed in this announcement , (i) none of the Offer
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Shares subscribed by the placees and the public have been financed directly or indirectly by the Company, any
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of the Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of
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the placees and the public who have purchased the Offer Shares are accus tomed to taking instructions from
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the Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial
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shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
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associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
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name or otherwise held by him/her/it.
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ALLOTEES WITH CONSENTS OBTAINED
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Name
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No. of
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Offer
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Shares
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allocated
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% of
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Offer
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Shares
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% of total
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issued H
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Shares after
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the Global
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Offering
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% of total
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issued
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Shares after
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the Global
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Offering Relationship
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Allotee with consent under paragraphs 1C(1) of the Placing Guidelines in relation to allocations to
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connected clients (Note 1)
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Guotai Junan Financial
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Products Limited (the
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“Guotai Junan
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Financial Products”)
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579,100
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3.01% 0.28% 0.28% Connected client as a
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placee
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Allotees with consent under paragraph 1C(2) of the Placing Guidelines in relation to allocation to close
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associates of existing Shareholders (Note 2)
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Luxshare Precision
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Limited (立訊精密
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有限公司)
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(“Luxshare
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Precision”)
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(Note 3)
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1,731,800
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9.02% 0.83% 0.83% A close associate of an
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existing Shareholder
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--- page 5 ---
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5
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Name
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No. of
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Offer
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Shares
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allocated
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% of
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Offer
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||
Shares
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% of total
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issued H
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Shares after
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the Global
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Offering
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% of total
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issued
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Shares after
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the Global
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Offering Relationship
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Shenzhen Longsys
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Electronics Co.,
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Ltd. (深圳市江波
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龍電子股份有限公
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司) (“Longsys”)
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(Note 4)
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1,038,500
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5.41% 0.50% 0.50% A close associate of an
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existing Shareholder
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Shenzhen Qianhai
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Huirui Investment
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Management Co.,
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Ltd. (深圳市前海匯
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睿投資管理有限公
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司) (“Shenzhen
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Qianhai”) (Note 5)
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548,700 2.86% 0.26% 0.26% A close associate of an
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existing Shareholder
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(as a GTHT Ultimate
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Client) (Note 1)
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Notes:
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1. For details of the consents under paragraphs 1C(1) and 1C(2) of the Placing Guidelines in relation
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to allocations to connected clients and close associates of existing Shareholder, please refer to the
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section headed “Others/ Additional Information — Placing to Connected Clients (including those
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who are close associate of existing Shareholder) with Prior Consents under Paragraph 1C(1) of the
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Placing Guidelines” in this announcement.
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2. The Stock Exchange has given a consent under paragraph 1C(2) of the Placing Guidelines to permit
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Offer Shares to be placed to the above placee s who are close associate of certain existing
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Shareholders. Please refer to the section heade d “Others/Additional Information – Placing to close
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associates of existing Shareholders as placees with a prior consent under paragraph 1C(2) of the
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Placing Guidelines” in this announcement.
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3. Luxshare Precision is a direct wholly-owned subsidiary of Luxshare Precision Industry Co., Ltd. (立
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訊精密工業股份有限公司) (“Luxshare”). Luxshare is a company established in the PRC on May
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24, 2004, the A Shares of which have been listed on the Shenzhen Stock Exchange (stock code:
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002475). The controlling shareholder of Luxshare is Luxshare Limited (立訊有限公司), who held
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as to approximately 37.49% of Luxshare, an existing Shareholder.
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4. Longsys is a company established in the PRC on April 27, 1999, the A Shares of which have been
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listed on the ChiNext of Shenzhen Stock Exchange (stock code: 301308). The controlling
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shareholder of Longsys is CAI Huabo ( 蔡華波), the spouse of XU Zhiyan ( 徐志燕), an existing
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Shareholder.
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5. Shenzhen Qianhai is held as to 30% by Wang Daqi (王大琦), an existing Shareholder.
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--- page 6 ---
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6
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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shares held
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in the
|
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Company
|
||
subject to
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lock-up
|
||
undertakin
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gs upon
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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
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% of total
|
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issued H
|
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Shares after
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the Global
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Offering
|
||
subject to
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lock-up
|
||
undertakings
|
||
upon listing
|
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% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
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lock-up
|
||
undertakings
|
||
upon listing
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Last day
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subject to
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the lock-up
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undertakings
|
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Note 1
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Li Bo / 李波 50,286,768 50,286,768 24.02% 24.00% May 26, 2027
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Shenzhen Zhixin
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Weilai Investment
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Partnership (Limited
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Partnership) / 深圳市
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智信未來投資合夥企
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業(有限合夥)
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14,752,800 14,752,800 7.05% 7.04% May 26, 2027
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Shenzhen Kaida
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Yunzhi Investment
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Partnership (Limited
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Partnership) / 深圳市
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凱達雲智投資合夥企
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業(有限合夥)
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1,000,000 1,000,000 0.48% 0.48% May 26, 2027
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Shenzhen Huazhi
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Changlian Internet
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Technology Partnership
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(Limited Partnership) /
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深圳市華智暢聯互聯
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網技術合夥企業
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(有限合夥)
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1,000,000 1,000,000 0.48% 0.48% May 26, 2027
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Shenzhen Qihang No. 1
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Investment Partnership
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(Limited Partnership) /
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深圳市啟航一號投資
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合夥企業
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(有限合夥)
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(“Qihang No. 1”) Note 2
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1,500,000 1,500,000 0.72% 0.72% May 26, 2027
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--- page 7 ---
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7
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Shenzhen Qihang No. 2
|
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Investment Partnership
|
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(Limited Partnership) /
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深圳市啟航二號投資
|
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合夥企業
|
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(有限合夥)
|
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(“Qihang No. 2”) Note 2
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1,150,000 1,150,000 0.55% 0.55% May 26, 2027
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Subtotal 69,689,568 69,689,568 33.30% 32.37%
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Notes:
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1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
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Law.
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2. Each of Qihang No. 1 and Qihang No. 2 is also a Pre-IPO Investor.
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--- page 8 ---
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8
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Pre-IPO Investors (as defined in the “History and Corporate Structure” section of the Prospectus)
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Name
|
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Number of
|
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shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject
|
||
the lock-up
|
||
undertakings
|
||
Note 1
|
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Panorama Capital
|
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Investment
|
||
Management Co.,
|
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Ltd.– Panorama
|
||
Capital Green
|
||
Technology
|
||
Manufacturing
|
||
Private Equity
|
||
Investment Fund
|
||
Partnership
|
||
(Limited
|
||
Partnership) /上海
|
||
國策投資管理有限
|
||
公司-上海國策綠
|
||
色科技製造私募投
|
||
資基金合夥企業
|
||
(有限合夥)
|
||
2,150,000 2,150,000 1.03% 1.03% May 26, 2027
|
||
Qihang No. 1 Note 2 1,500,000 1,500,000 0.72% 0.72% May 26, 2027
|
||
Qihang No. 2 Note 2 1,150,000 1,150,000 0.55% 0.55% May 26, 2027
|
||
Liu Minhua /
|
||
劉敏華
|
||
300,000 300,000 0.14% 0.14% May 26, 2027
|
||
Li Jingcheng /
|
||
李景程
|
||
270,000 270,000 0.13% 0.13% May 26, 2027
|
||
Wu Jun / 吳俊 100,000 100,000 0.05% 0.05% May 26, 2027
|
||
Subtotal 5,470,000 5,470,000 2.62% 2.62%
|
||
|
||
Notes:
|
||
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||
Law.
|
||
|
||
2. Each of Qihang No. 1 and Qihang No. 2 is also a Controlling Shareholder.
|
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|
||
|
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--- page 9 ---
|
||
9
|
||
|
||
Existing Shareholders (other than the Controlling Shareholders and the Pre-IPO Investors as defined in
|
||
the “History and Corporate Structure” section of the Prospectus)
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Shenzhen
|
||
Jingboyuan
|
||
Technology Co.,
|
||
Ltd. / 深圳市晶博
|
||
源科技有限公司
|
||
2,697,740 2,697,740 1.29% 1.29% May 26, 2027
|
||
Wang Houyong /
|
||
汪厚勇
|
||
2,594,024 2,594,024 1.24% 1.24% May 26, 2027
|
||
Shenzhen
|
||
Danguishun Asset
|
||
Management Co.,
|
||
Ltd. - Danguishun
|
||
No. 5 Private
|
||
Securities
|
||
Investment Fund /
|
||
深圳市丹桂順資
|
||
產管理有限公司
|
||
-丹桂順之實事
|
||
求是伍號私募證
|
||
券投資基金
|
||
2,400,000 2,400,000 1.15% 1.15% May 26, 2027
|
||
Zhang Guiqiang /
|
||
張桂強
|
||
2,178,000 2,178,000 1.04% 1.04% May 26, 2027
|
||
Wang Yi / 王逸 2,000,000 2,000,000 0.96% 0.95% May 26, 2027
|
||
Sichuan Tianyi
|
||
Comheart Telecom
|
||
Co., Ltd. / 四川
|
||
天邑康和通信
|
||
股份有限公司
|
||
2,000,000 2,000,000 0.96% 0.95% May 26, 2027
|
||
Zhang Lingjing /
|
||
張靈晶
|
||
1,800,000 1,800,000 0.86% 0.86% May 26, 2027
|
||
Li Han / 李晗 1,098,640 1,098,640 0.52% 0.52% May 26, 2027
|
||
Jiang Yanjun /
|
||
蔣豔君
|
||
635,200 635,200 0.30% 0.30% May 26, 2027
|
||
Shenzhen
|
||
Chuangzhan
|
||
Internet
|
||
Partnership
|
||
18,004,000 18,004,000 8.60% 8.59% May 26, 2027
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
(Limited
|
||
Partnership) / 深
|
||
圳市創展互聯網
|
||
合夥企業
|
||
(有限合夥)
|
||
Li Qingqing /
|
||
李青青
|
||
4,815,400 4,815,400 2.30% 2.30% May 26, 2027
|
||
Yang Jian / 楊健 600,000 600,000 0.29% 0.29% May 26, 2027
|
||
Yan Zhikang /
|
||
嚴志康
|
||
4,544,800 4,544,800 2.17% 2.17% May 26, 2027
|
||
Yan Lupeng /
|
||
晏侶鵬
|
||
1,510,500 1,510,500 0.72% 0.72% May 26, 2027
|
||
Zhou Dongdong /
|
||
周冬冬
|
||
502,400 502,400 0.24% 0.24% May 26, 2027
|
||
Shenzhen
|
||
Shuangyi
|
||
Electronic Co.,
|
||
Ltd. / 深圳市雙翼
|
||
電子有限公司
|
||
5,213,692 5,213,692 2.49% 2.49% May 26, 2027
|
||
Pang Zhengrong /
|
||
龐崢嶸
|
||
1,112,900 1,112,900 0.53% 0.53% May 26, 2027
|
||
Wei Jing / 魏晶 6,675,000 6,675,000 3.19% 3.19% May 26, 2027
|
||
Shenzhen Tencent
|
||
Venture Base
|
||
Development Co.,
|
||
Ltd. / 深圳市騰訊
|
||
創業基地發展有
|
||
限公司
|
||
6,000,000 6,000,000 2.87% 2.86% May 26, 2027
|
||
Luxshare Precision
|
||
Industry Co. Ltd. /
|
||
立訊精密工業股
|
||
份有限公司
|
||
4,000,000 4,000,000 1.91% 1.91% May 26, 2027
|
||
Zhu Yupei /
|
||
朱玉佩
|
||
2,175,640 2,175,640 1.04% 1.04% May 26, 2027
|
||
AVIC Trust Co.
|
||
Ltd. - AVIC Trust -
|
||
CICC Wealth
|
||
Family Trust No.
|
||
960,000 960,000 0.46% 0.46% May 26, 2027
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
[638] / 中航信託
|
||
股份有限公司-
|
||
中航信託·中金財
|
||
富【638】號家族
|
||
信託
|
||
Shenzhen Kaiying
|
||
No. 9 Venture
|
||
Capital Partnership
|
||
(Limited
|
||
Partnership) / 深
|
||
圳凱盈九號創業
|
||
投資合夥企業
|
||
(有限合夥)
|
||
3,000,000 3,000,000 1.43% 1.43% May 26, 2027
|
||
Shenzhen Kaiying
|
||
Tiancheng
|
||
Investment
|
||
Management
|
||
Partnership -
|
||
Shenzhen Kaiying
|
||
No. 10 Venture
|
||
Capital Partnership
|
||
/ 深圳凱盈天成投
|
||
資管理合夥企業
|
||
(有限合夥)-
|
||
深圳凱盈十號創
|
||
業投資合夥企業
|
||
(有限合夥)
|
||
1,880,000 1,880,000 0.90% 0.90% May 26, 2027
|
||
Shenzhen Kaiying
|
||
No. 8 Venture
|
||
Capital Partnership
|
||
(Limited
|
||
Partnership) / 深
|
||
圳凱盈八號創業
|
||
投資合夥企業
|
||
(有限合夥)
|
||
1,000,000 1,000,000 0.48% 0.48% May 26, 2027
|
||
Xie Liying /
|
||
謝麗穎
|
||
1,680,796 1,680,796 0.80% 0.80% May 26, 2027
|
||
Xie Lifeng / 1,660,000 1,660,000 0.79% 0.79% May 26, 2027
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
謝立峰
|
||
Century Securities
|
||
Co., Ltd. / 世紀證
|
||
券有限責任公司
|
||
3,000,000 3,000,000 1.43% 1.43% May 26, 2027
|
||
Other Shareholders
|
||
as of the Latest
|
||
Practicable Date /
|
||
截至最後可行日
|
||
期的其他股東
|
||
32,084,470 31,937,962 15.25% 15.31% May 26, 2027
|
||
Subtotal 117,823,202 117,676,694 56.21% 56.23%
|
||
|
||
Note:
|
||
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||
Law.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
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 1,731,800 10.02% 9.02% 5,731,800 2.74%
|
||
Top 5 6,767,100 39.15% 35.23% 11,167,100 5.33%
|
||
Top 10 10,205,900 59.04% 53.14% 14,605,900 6.97%
|
||
Top 25 16,507,900 95.50% 85.95% 21,007,900 10.03%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
Allotment as % of
|
||
total Offer Shares
|
||
Number of H Shares
|
||
held upon Listing
|
||
|
||
% of total issued H
|
||
Shares capital upon
|
||
Listing
|
||
Number of Shares
|
||
held upon Listing
|
||
|
||
Top 1 0 0.00% 0.00% 69,689,568 33.28% 69,689,568
|
||
Top 5 0 0.00% 0.00% 112,110,560 53.54% 112,110,560
|
||
Top 10 1,731,800 10.02% 9.02% 134,743,596 64.35% 134,743,596
|
||
Top 25 6,767,100 39.15% 35.23% 164,049,160 78.34% 164,049,160
|
||
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
Allotment as % of
|
||
total Offer Shares
|
||
Number of H Shares
|
||
held upon Listing
|
||
Number of Shares
|
||
held upon Listing
|
||
|
||
% of total issued
|
||
share capital upon
|
||
Listing
|
||
Top 1 0 0.00% 0.00% 69,689,568 69,689,568 33.26%
|
||
Top 5 0 0.00% 0.00% 112,110,560 112,110,560 53.50%
|
||
Top 10 1,731,800 10.02% 9.02% 134,743,596 134,743,596 64.30%
|
||
Top 25 6,767,100 39.15% 35.23% 164,049,160 164,049,160 78.29%
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
|
||
Notes
|
||
* 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, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF H
|
||
SHARES APPLIED FOR
|
||
100 57,352 0 H Shares 2.00% 100 1,171 100 H Shares
|
||
200 9,684 0 H Shares 1.30% 200 259 100 H Shares
|
||
300 28,406 0 H Shares 1.01% 300 889 100 H Shares
|
||
400 3,594 0 H Shares 0.85% 400 126 100 H Shares
|
||
500 3,627 0 H Shares 0.74% 500 139 100 H Shares
|
||
600 1,860 0 H Shares 0.66% 600 77 100 H Shares
|
||
700 1,208 0 H Shares 0.60% 700 53 100 H Shares
|
||
800 1,153 0 H Shares 0.56% 800 54 100 H Shares
|
||
900 891 0 H Shares 0.51% 900 43 100 H Shares
|
||
1,000 7,081 0 H Shares 0.48% 1,000 356 100 H Shares
|
||
1,500 12,768 0 H Shares 0.37% 1,500 755 100 H Shares
|
||
2,000 2,544 0 H Shares 0.31% 2,000 169 100 H Shares
|
||
2,500 1,308 0 H Shares 0.27% 2,500 95 100 H Shares
|
||
3,000 2,721 0 H Shares 0.24% 3,000 213 100 H Shares
|
||
3,500 1,183 0 H Shares 0.22% 3,500 99 100 H Shares
|
||
4,000 894 0 H Shares 0.20% 4,000 79 100 H Shares
|
||
4,500 675 0 H Shares 0.19% 4,500 63 100 H Shares
|
||
5,000 1,803 0 H Shares 0.18%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF H
|
||
SHARES APPLIED FOR
|
||
5,000 174 100 H Shares
|
||
6,000 1,203 0 H Shares 0.16% 6,000 126 100 H Shares
|
||
7,000 846 0 H Shares 0.14% 7,000 94 100 H Shares
|
||
8,000 668 0 H Shares 0.13% 8,000 79 100 H Shares
|
||
9,000 588 0 H Shares 0.12% 9,000 73 100 H Shares
|
||
10,000 4,246 0 H Shares 0.11% 10,000 549 100 H Shares
|
||
20,000 2,692 0 H Shares 0.07% 20,000 471 100 H Shares
|
||
30,000 2,052 0 H Shares 0.06% 30,000 431 100 H Shares
|
||
40,000 1,382 0 H Shares 0.05% 40,000 332 100 H Shares
|
||
50,000 1,243 0 H Shares 0.04% 50,000 332 100 H Shares
|
||
60,000 850 0 H Shares 0.04% 60,000 248 100 H Shares
|
||
70,000 569 0 H Shares 0.03% 70,000 179 100 H Shares
|
||
80,000 472 0 H Shares 0.03% 80,000 159 100 H Shares
|
||
90,000 449 0 H Shares 0.03% 90,000 161 100 H Shares
|
||
100,000 4,126 0 H Shares 0.03% 100,000 1,556 100 H Shares
|
||
200,000 4,551 100 H Shares 0.05%
|
||
300,000 663 100 H Shares 0.04% 300,000 227 200 H Shares
|
||
400,000 244 100 H Shares 0.04% 400,000 220 200 H Shares
|
||
500,000 107 100 H Shares 0.03% 500,000 219 200 H Shares
|
||
600,000 40 100 H Shares 0.03% 600,000 226 200 H Shares
|
||
700,000 156 200 H Shares 0.03%
|
||
800,000 94 200 H Shares 0.03% 800,000 20 300 H Shares
|
||
960,400 406 200 H Shares 0.03% 960,400 281 300 H Shares
|
||
Total 177,196 1,920,800 H Shares
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
|
||
As of the date of this announcement, the relevant subscription monie s previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules in respect of which consent has been obtained,
|
||
the Company has complied with the Listing Rules and guidance materials in relation to the placing,
|
||
allotment and listing of the Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||
them was the same as the final Offer Price in additional to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Placing to Connected Client (including those who are close associate of existing Shareholder)
|
||
with Prior Consents under Paragraph 1C(1) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange and the Stock Exchange has given a consent under
|
||
Paragraph 1C(1) of the Placing Guidelines to permit the company to allocate certain Offer Shares
|
||
under the International Offering to a connected cli ent (the “Connected Client ”) of a distributor,
|
||
Guotai Junan Securities (Hong Kong) Limited (the “Guotai Junan Securities” or the “ Connected
|
||
Distributor”) on the following basis:
|
||
(a) the Sole Overall Coordinator has confirmed that:
|
||
(i) the shares to be allocated to the Connected Client (i) will be held by the Connected
|
||
Client on a non-discretionary basis for Guotai Junan Investments, (ii) will be held by
|
||
Guotai Junan Investments on a non- discretionary basis for GTHTS, and (iii) will
|
||
ultimately be held by GTHTS on a non-discretionary basis for GTHT Ultimate Clients,
|
||
and each of the GTHT Ultimate Clients is an independent third party of the Company;
|
||
(ii) the full economic exposure will be passed to each of the GTHT Ultimate Clients;
|
||
(iii) to the best knowledge and belief of the Sole Overall Coordinator, the Sole Overall
|
||
Coordinator has no reason to believe that the Connected Client has received any
|
||
preferential treatment in the allocation of securities in the IPO as a placee by virtue of
|
||
its relationship with the Connected Distributor;
|
||
(iv) no preferential treatment has been, nor will be, given to the relevant existing
|
||
Shareholder or his close associates by virtue of their relationship with the Company in
|
||
any allocation in the placing tranche;
|
||
(v) details of the allocation will be disclosed in this announcement; and
|
||
(vi) the Connected Client neither is a collective investment scheme which is not authorised
|
||
by the SFC nor is holding the securities on behalf of such scheme;
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
|
||
(b) the Company has confirmed that
|
||
(i) no preferential treatment has been, nor will be given to the Connected Client by virtue
|
||
of their relationship with the Connected Distributor and
|
||
(ii) no preferential treatment has been, nor will be given to the relevant existing
|
||
Shareholder or his close associates by virtue of their relationship with the Company in
|
||
any allocation of the Offer Shares in the International Offering;
|
||
|
||
(c) the Sole Sponsor has confirmed that:
|
||
(i) the relevant existing Shareholder or his close associates has less than 5% voting rights
|
||
in the Company before the offering;
|
||
(ii) the relevant existing Shareholder or his close associates is not a core connected person
|
||
or a close associate of the Company;
|
||
(iii) the relevant existing Shareholder or his close associates does not have the power to
|
||
appoint directors or any other special rights;
|
||
(iv) allocation to the relevant existing Shareholder or his close associates will not affect
|
||
the Company’s ability to satisfy the public float requirement;
|
||
(v) to the best of the Sole Sponsor’s knowledge and belief, the Sole Sponsor has no reason
|
||
to believe that the relevant existing Shareholder or his close associates received any
|
||
preferential treatment in any allocation of the Offer Shares in the International
|
||
Offering as a placee by virtue of their relationship with the Company, and
|
||
(vi) details of the allocation will be disclosed in this announcement;
|
||
|
||
(d) the Connected Distributor has confirmed that no preferential treatment has been, nor will be
|
||
given to the Connected Client by virtue of their relationship with the Connected Distributor
|
||
in any allocation of the Offer Shares in the International Offering;
|
||
|
||
(e) the Connected Client has confirmed that:
|
||
(i) to the best of its knowledge and belief, it has not received and will not receive
|
||
preferential treatment in the International Offering allocation as a placee by virtue of
|
||
their relationship with the Connected Distributor;
|
||
(ii) it neither is a collective investment scheme which is not authorised by the SFC nor is
|
||
holding the securities on behalf of such scheme.
|
||
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
|
||
Details of the placement to the Connected Client are set out below:
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client Relationship
|
||
The GTHT
|
||
Ultimate
|
||
Clients (as
|
||
defined in
|
||
Note 1)
|
||
Whether the
|
||
Connected
|
||
Client will
|
||
hold the
|
||
beneficial
|
||
interests of
|
||
the Offer
|
||
Shares on a
|
||
non
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number
|
||
of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of Offer
|
||
Shares
|
||
allocated to
|
||
the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
Guotai
|
||
Junan
|
||
Securities
|
||
Guotai
|
||
Junan
|
||
Financial
|
||
Products
|
||
Guotai Junan
|
||
Financial
|
||
Products is a
|
||
member of the
|
||
same group of
|
||
the Guotai
|
||
Junan
|
||
Securities
|
||
Νοτε 1
|
||
Shenzhen
|
||
Qianhai and
|
||
Qingdao
|
||
Roadshow
|
||
Investment
|
||
Management
|
||
Co., Ltd. -
|
||
Reindeer
|
||
No.17
|
||
(青島鹿秀投
|
||
資管理有限公
|
||
司鹿秀馴鹿17
|
||
號私募證券投
|
||
資基金)
|
||
(“Reindeer
|
||
No.17”) Note 2
|
||
Non-
|
||
discretionary
|
||
basis
|
||
579,100
|
||
|
||
3.01% 0.28%
|
||
|
||
(1) Guotai Junan Financial Products shall hold the Offer Shares on a non- discretionary basis for hedging
|
||
purposes as the single underlying asset of a delta one back-to-back total return swap transaction (the “GTJA
|
||
Back-to-back TRS1 ”) to be entered into between Guotai Junan Financial Products and Guotai Junan
|
||
Investments, and Guotai Junan Investments shall for hedging purposes enter into a cross -border delta one
|
||
back-to-back total return swap transaction (the “GTJA Back-to-back TRS2”) with GTHTS, in connection
|
||
with a total return swap order ( the “GTHT Client TRS ”) to be entered into by GTHTS and the GTHT
|
||
ultimate clients (the “GTHT Ultimate Clients”). Such GTHT Client TRS is to be fully funded by the GTHT
|
||
Ultimate Clients. The full economic exposure of the Offer Shares will be passed from Guotai Junan
|
||
Financial Products to Guotai Junan Investments under the GTJA Back -to-back TRS1, from Guotai Junan
|
||
Investments to GTHT under the GTJA Back -to-back TRS2, and ultimately from GTHTS to the GTHT
|
||
Ultimate Clients under the GTHT Client TRS.
|
||
|
||
The GTHT Ultimate Clients may exercise an early termination right to early terminate the GTHT Client
|
||
TRS at any time from the trade date of the GTHT Client TRS, which should be on or after the date on
|
||
which the Offer Shares are listed on the Stock Exchange. Accordingly, (i) GTHTS may exercise an early
|
||
termination right to early terminate the GTJA Back-to-back TRS2 at any time from the trade date of the
|
||
GTJA Back-to-back TRS2, and (ii) Guotai Junan Investments may exercise an early termination right to
|
||
early terminate the GTJA Back-to-back TRS1 at any time from the trade date of the GTJA Back-to-back
|
||
TRS1, which, in each case, should be on or after the date on which the Offer Shares are listed on the
|
||
Stock Exchange. Upon the final maturity or early termination of (i) the GTHT Client TRS by the GTHT
|
||
Ultimate Clients, (ii) the GTJA Back-to-back TRS2 by GTHTS, and (iii) the GTJA Back-to-back TRS1
|
||
by Guotai Junan Investments, Guotai Junan Financial Products will dispose the Offer Shares on the
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
|
||
secondary market and the GTHT Ultimate Clients ultimately will receive a final termination amount of
|
||
the GTHT Client TRS, which should have taken into account all the economic returns or economic loss
|
||
in relation to the Offer Shares, the fixed amount in relation to the GTJA Back-to-back TRS1, the GTJA
|
||
Back-to-back TRS2 and the GTHT Client TRS.
|
||
|
||
Guotai Junan Financial Products will hold the legal title and the voting right of the Offer Shares by itself
|
||
and pass through the economic exposure to Guotai Junan Investments, GTHTS and ultimately the GTHT
|
||
Ultimate Clients. Due to its internal policy, Guotai Junan Financial Products will not exercise the voting
|
||
right of the Offer Shares during the tenor of the GTJA Back-to-back TRS1 and the GTJA Back-to-back
|
||
TRS2.
|
||
|
||
The details of the GTHT Ultimate Clients are as follows:
|
||
|
||
Name of GTHT
|
||
Ultimate Clients
|
||
Ultimate Beneficial Owner holding 30% or more interest
|
||
in the GTHT Ultimate Clients
|
||
Shenzhen Qianhai Shenzhen Qianhai is held as to 70% and 30% by Li Wei-hua (李
|
||
偉華) and Wang Daqi (王大琦), respectively. Wang Daqi is an
|
||
existing Shareholder.
|
||
Reindeer No.17 Reindeer No.17 is a limited partnership established in the PRC,
|
||
the general partner of which is He Xiaomin ( 何小敏 ), who
|
||
owned 54.73% interests of Reindeer No.17 . Save for He
|
||
Xiaomin (何小敏), no other limited partners owned more than
|
||
30% of Reindeer No. 17.
|
||
|
||
Placing to close associates of existing Shareholders as placees with a prior consent under
|
||
paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange and the Stock Exchange has given a consent under
|
||
Paragraph 1C(2) of the Placing Guidelines to permit the C ompany to allocate certain Offer Shares
|
||
under the International Offering to the close associates of certain existing Shareholders , subject to
|
||
the fulfilment of the Existing Shareholders Conditions (as defined in paragraph 14 of Chapter 4.15
|
||
of the Guide for New Listing Applicant). Such allocations of Offer Shares are in compliance with all
|
||
the conditions under the consent given by the Stock Exchange.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
|
||
Details of the placement to the close associates of certain existing Shareholders are set out below:
|
||
Name of the
|
||
close
|
||
associates
|
||
Relationship
|
||
with the
|
||
existing
|
||
Shareholders
|
||
Ultimate
|
||
Beneficial
|
||
Owner
|
||
holding 30%
|
||
or more
|
||
interest in
|
||
the close
|
||
associates
|
||
Number of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
close
|
||
associates
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
close associates
|
||
Number of
|
||
Shares held
|
||
by the
|
||
existing
|
||
Shareholders
|
||
and/or its
|
||
close
|
||
associates
|
||
after the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
Luxshare
|
||
Precision
|
||
Limited (立訊
|
||
精密有限公
|
||
司)
|
||
(“Luxshare
|
||
Precision”)
|
||
Luxshare
|
||
Precision is a
|
||
direct wholly-
|
||
owned
|
||
subsidiary of
|
||
Luxshare, an
|
||
existing
|
||
Shareholder.
|
||
|
||
Luxshare is a
|
||
company
|
||
established in
|
||
the PRC on
|
||
May 24,
|
||
2004, the A
|
||
Shares of
|
||
which have
|
||
been listed on
|
||
the Shenzhen
|
||
Stock
|
||
Exchange
|
||
(stock code:
|
||
002475).
|
||
To the best of
|
||
the Directors’
|
||
knowledge,
|
||
Luxshare
|
||
Limited (立訊
|
||
有限公司)
|
||
held as to
|
||
approximately
|
||
37.49% of
|
||
Luxshare. a
|
||
company
|
||
owned as to
|
||
50% by Wang
|
||
Laisheng (王
|
||
來勝) and
|
||
50% by Wang
|
||
Laichun (王
|
||
來春) and
|
||
save for
|
||
Luxshare
|
||
Limited, no
|
||
other
|
||
shareholders
|
||
of Luxshare
|
||
holds 30% or
|
||
more of its
|
||
shareholding
|
||
interests.
|
||
1,731,800
|
||
|
||
9.02% 5,731,800
|
||
|
||
2.74%
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
|
||
Name of the
|
||
close
|
||
associates
|
||
Relationship
|
||
with the
|
||
existing
|
||
Shareholders
|
||
Ultimate
|
||
Beneficial
|
||
Owner
|
||
holding 30%
|
||
or more
|
||
interest in
|
||
the close
|
||
associates
|
||
Number of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
close
|
||
associates
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
close associates
|
||
Number of
|
||
Shares held
|
||
by the
|
||
existing
|
||
Shareholders
|
||
and/or its
|
||
close
|
||
associates
|
||
after the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
Shenzhen
|
||
Longsys
|
||
Electronics
|
||
Co., Ltd. (深
|
||
圳市江波龍
|
||
電子股份有
|
||
限公司)
|
||
(“Longsys”)
|
||
The
|
||
controlling
|
||
shareholder of
|
||
Longsys, CAI
|
||
Huabo (蔡華
|
||
波), is the
|
||
spouse of XU
|
||
Zhiyan (徐志
|
||
燕), an
|
||
existing
|
||
Shareholder.
|
||
Longsys is a
|
||
company
|
||
established in
|
||
the PRC on
|
||
April 27,
|
||
1999, the A
|
||
Shares of
|
||
which have
|
||
been listed on
|
||
the ChiNext
|
||
of Shenzhen
|
||
Stock
|
||
Exchange
|
||
(stock code:
|
||
301308).
|
||
To the best of
|
||
the Directors’
|
||
knowledge,
|
||
CAI Huabo
|
||
held as to
|
||
approximately
|
||
38.67% of
|
||
Longsys and
|
||
save for CAI
|
||
Huabo, no
|
||
other
|
||
shareholders
|
||
of Longsys
|
||
holds 30% or
|
||
more of its
|
||
shareholding
|
||
interests.
|
||
1,038,500
|
||
|
||
5.41% 1,438,500
|
||
|
||
0.69%
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
|
||
Reference is made to the section headed “Others/Additional Information — Placing to Connected
|
||
Client (including those who are close associate of existing Shareholder) with Prior Consents under
|
||
Paragraph 1C(1) of the Placing Guidelines” in this announcement. Shenzhen Qianhai, a GTHT
|
||
Ultimate Client, is a close associate of an existing Shareholder. Details are set out below:
|
||
Name of the
|
||
GTHT
|
||
Ultimate
|
||
Client
|
||
Relationship with
|
||
the existing
|
||
Shareholders
|
||
Ultimate
|
||
Beneficial
|
||
Owner
|
||
holding 30%
|
||
or more
|
||
interest in
|
||
the GTHT
|
||
Ultimate
|
||
Client
|
||
Number
|
||
of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
GTHT
|
||
Ultimate
|
||
Client
|
||
Approximate
|
||
percentage
|
||
of Offer
|
||
Shares
|
||
allocated to
|
||
the GTHT
|
||
Ultimate
|
||
Client
|
||
Number of
|
||
Shares held
|
||
by the
|
||
GTHT
|
||
Ultimate
|
||
Client
|
||
and/or its
|
||
close
|
||
associates
|
||
after the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
Shenzhen
|
||
Qianhai Huirui
|
||
Investment
|
||
Management
|
||
Co., Ltd. (深圳
|
||
市前海汇睿
|
||
投资管理
|
||
有限公司)
|
||
(“Shenzhen
|
||
Qianhai”)
|
||
Shenzhen Qianhai is
|
||
held as to 70% and
|
||
30% by Li Wei-hua
|
||
(李伟华) and Wang
|
||
Daqi (王大琦) (an
|
||
existing Shareholder),
|
||
respectively.
|
||
Shenzhen
|
||
Qianhai is held
|
||
as to 70% and
|
||
30% by Li
|
||
Wei-hua (李伟
|
||
华) and Wang
|
||
Daqi (王大
|
||
琦),
|
||
respectively.
|
||
548,700
|
||
|
||
2.86% 648,700
|
||
|
||
0.31%
|
||
|
||
Others
|
||
Under the International Offering, certain Offer Shares were placed to Ju Yuen (Hong Kong)
|
||
International Limited ( 巨源(香港)國際有限公司 ), a wholly -owned subsidiary of Zhuhai Jinpin
|
||
Chuangye Share Platform Technology Co., Ltd. (珠海市金品創業共享平台科技有限公司 ), a
|
||
former Shareholder.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
|
||
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 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 securities may not be offered or sold in the United States except pursuant to an
|
||
exemption from the registration requirement s 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 May 18, 2026 issued by Shenzhen SDMC Technology Co.,
|
||
Ltd. for detailed information about the Global Offering described below before deciding whether or
|
||
not to invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself 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 – Hong Kong Underwriting Agreement – 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 May 27, 2026).
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, the total number of the H
|
||
Shares held by the public represents approximately 52.37% of the total issued share capital of
|
||
the Company. Under Rule 19A.13A(1) of the Listing Rules, in the event the expected market
|
||
value of the Company’s H Shares upon Listing does not exceed HK $6 billion, at least 25%
|
||
of the total issued H Shares must be held by the public upon Listing, and the Company’s
|
||
expected public float of 52.37% will satisfy the minimum requirement of 25%. Should the
|
||
expected market value exceeds HK $6.00 billion but not exceeding HK $30.00 billion, the
|
||
minimum public float requirement is the higher of (i) 15% of the total issued H Shares and (ii)
|
||
such percentage of the total issued H Shares as would result in the expected market value of
|
||
the H Shares held by the public being at least HK$1.50 billion upon Listing; in this scenario,
|
||
the Company’s expected public float of 52.37% exceeds the 15% threshold, and the market
|
||
value of such H Shares held by the public would also exceed the HK$1.50 billion requirement
|
||
(e.g., approximately HK$3.60 billion based on the Offer Price of HK$32.8 per Offer Share).
|
||
Therefore, the Company will be able to meet the minimum public float requirement Rule
|
||
8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules upon Listing in either
|
||
scenario.
|
||
Based on an Offer Price of HK $32.80 per H Share, the Company will satisfy the free float
|
||
requirement under Rule 19A.13C of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (i)
|
||
no placee will, individually, be placed more than 10% of the enlarged issued share capital of
|
||
the Company immediately after the Global Offering; (ii) there will not be any new substantial
|
||
Shareholder immediately after the Global Offering; (iii) the three largest public shareholders
|
||
of the Company do not hold more than 50% of the shares in public hands at the time of the
|
||
Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will
|
||
be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
|
||
Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
|
||
May 27, 2026 (Hong Kong time), provided that the Global Offering has become unconditional
|
||
and the right of termination described in the section headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in the
|
||
Prospectus has not been exercised. Investors who trade the H Shares on the basis of publicly
|
||
available allocation details prior to the receipt of H Share certificates or prior to the H Share
|
||
certificates becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||
Wednesday, May 27, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9:00 a.m. on Wednesday, May 27, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 100 H Shares each, and the stock code of
|
||
the H Shares will be 00901.
|
||
By order of the Board
|
||
Shenzhen SDMC Technology Co., Ltd.
|
||
ʮ̡
|
||
Mr. Li Bo
|
||
Chairman and Executive Director
|
||
Hong Kong, May 26, 2026
|
||
As at the date of this announcement, the Board comprises: (i) Mr. Li Bo, Mr. Yan Zhikang, Mr.
|
||
Li Jun and Ms. Dang Hui as executive directors; and (ii) Ms. Luk Pui Yin, Mr. Yin Renyong
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and Dr. Zheng Qian as independent non-executive directors.
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