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hk-ipo/data/extracted_text/00917/allotment_results_2024-05-24_2024052401848.txt
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--- page 1 ---
1
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.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
defined in the prospectus dated May 17, 2024 (the “Prospectus ”) issued by Qunabox Group Limited (ණྠ ) (the
“Company ”).
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
Offering described below before deciding whether or not to invest in the Offer Shares.
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) or to any person
(as defined in Regulation S under the U.S. Securities Act of 1933, as amended from time to time, (the “U.S. Securities
Act”)) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute
or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any
other jurisdictions.
The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities law of
the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. 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. There will be no public offer of securities in the United States.
No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried out in
relation to the Global Offering.
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 resident in Hong Kong. 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 the Hong Kong Underwriting
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
Underwriting Arrangements and Expenses Hong Kong Public Offering Grounds for Termination ” in the Prospectus
at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is currently expected to be on Monday,
May 27, 2024.
--- page 2 ---
2
Qunabox Group Limited
ණྠ
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
j 19,704,000 Shares
Number of Hong Kong Offer Shares j 1,970,400 Shares
Number of International Offer Shares j 17,733,600 Shares
Final Offer Price j HK$25.00 per Offer Share, plus
brokerage of 1.0%, SFC transaction
levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC
transaction levy of 0.00015%
Nominal value j US$0.00001 per Share
Stock code j 0917
Sole Sponsor, Sole Overall Coordinator,
Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
⳪暲@:9)
Joint Lead Managers
--- page 3 ---
QUNABOX GROUP LIMITED / 趣致集團
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 17 May 2024 (the “Prospectus”) issued by Qunabox Group (趣致集
團) Limited (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 0917
Stock short name QUNABOX GROUP
Dealings commencement date 27 May 2024*
*see note at the end of the announcement
Price Information
Final Offer Price HK$25.00
Offer Price Range HK$25.00 - HK$29.70
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 19,704,000
Number of Offer Shares in Public Offer 1,970,400
Number of offer shares in International Offer 17,733,600
Number of issued shares upon Listing 262,705,446
Proceeds
Gross proceeds (Note) HK$492.60 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(72.09) million
Net proceeds HK$420.51 million
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
of proceeds, please refer to the Prospectus dated 17 May 2024.
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
--- page 4 ---
No. of valid applications 5,765
No. of successful applications 4,206
Subscription level 12.05 times
Claw-back triggered No
No. of Offer Shares initially available under the Public Offer 1,970,400
Final no. of Offer Shares under the Public Offer 1,970,400
% of final no. of Offer Shares under the Public Offer to the Global
Offering
10.0%
Note: For details of the final allocation of shares to the Public Offer , investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFER
No. of placees 243
Subscription Level 1.11 times
No. of Offer Shares initially available under the International Offer 17,733,600
Final no. of Offer Shares under the International Offer 17,733,600
% of final no. of Offer Shares under the International Offer to the
Global Offering
90.0%
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.
The placees in the International Offer include the following:
Cornerstone Investor
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares
% of total
issued share
capital after the
Global Offering
(assuming no
exercise of any
options granted
under the Stock
Incentive Plan)
Existing
shareholders or
their close
associates
Golden Future LPF
(金利富通有限合夥
基金) (“Golden
Future”) 3,127,600 15.87% 1.19% No
Total 3,127,600 15.87% 1.19%
--- page 5 ---
Allottees who are customer(s) or client(s) / supplier(s) of the issuer
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares
% of total
issued share
capital after the
Global Offering
(assuming no
exercise of any
options granted
under the Stock
Incentive Plan) Relationship
Golden Future 3,127,600 15.87% 1.19%
The limited partner
of Golden Future is
the beneficial
owner of the
customer of the
issuer
Total 3,127,600 15.87% 1.19%
Allottees with waivers/consents obtained
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares
% of total
issued share
capital after the
Global Offering
(assuming no
exercise of any
options under Stock
Incentive Plan) Relationship
Golden Future Note 1 3,127,600 15.87% 1.19%
CNI Securities
Group Limited (中國
北方證券集團有限
公司 ), a distributor,
is the sole general
partner of Golden
Future Note 1
Total 3,127,600 15.87% 1.19%
Note:
(1) The sole general partner of Golden Future is CNI Securities Group Limited (中國北方證券集團有限公司). The Company
has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of the Placing
Guidelines (as defined below) to permit the Company to allocate such Offer Shares in the International Offering to Golden
Future. The allocation of Offer Shares to Golden Future is in compliance with all the conditions under the consent granted
by the Stock Exchange. For details, please refer to the section headed “OTHERS / ADDITIONAL INFORMATION” below.
LOCK-UP UNDERTAKINGS
Controlling Shareholders
--- page 6 ---
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
(assuming no exercise of any
options granted under the
Stock Incentive Plan)
Last day subject to the lock-up
undertakings
Beyond Branding
Limited
(“Beyond
Branding”)Note 1
72,294,252 27.52% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
Q-robot Holding
Limited (“Q-
robot”)Note 1
8,819,184 3.36% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
Kiosk Joy
Holding Limited
(“Kiosk Joy”)Note
1
8,819,184 3.36% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
INSIGMA
Limited
(“INSIGMA”)Note
1
4,409,592 1.68% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
NeoBox Holding
Limited
(“NeoBox”)Note 1
4,409,592 1.68% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
Q-robot shop
Limited (“Q-
robot shop”)Note 1
4,409,592 1.68% 26 November 2024 (First Six-
Month Period)Note 2
26 May 2025 (Second Six-Month
Period)Note 3
Subtotal 103,161,396 39.27%
In accordance with the relevant Listing Rules/guidance materials, the required lock -up for the first six -
month period ends on 26 November 2024 and for the second six-month period, on 26 May 2025.
Notes:
(1) Immediately following completion of the Global Offering (assuming no exercise of any options granted under the Stock
Incentive Plan), (i) Ms. Yin, through Jovie Trust and its holding vehicles Jovie Holding Limited and Beyond Branding, will be
able to exercise 27.52% of the voting rights in the Company; (ii) YIN Juelian (殷珏蓮), through Helena Trust and its holding
vehicles Helenatest Holding Limited and Q -robot, will be able to exercise 3.36% of the voting rights in the Company; (iii)
CAO Liwen ( 曹理文), through Liwen Trust and its holding vehicles Iwan Holding Limited and Kiosk Joy, will be able to
exercise 3.36% of the voting rights in the Company; (iv) WU Wenhong ( 吳文洪), through his holding vehicle INSIGMA, will
be able to exercise 1.68% of the voting rights in the Company; (v) HUANG Aihua ( 黃愛華), through his holding vehicles
--- page 7 ---
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
(assuming no exercise of any
options granted under the
Stock Incentive Plan)
Last day subject to the lock-up
undertakings
NeoWay Holding Limited and NeoBox, will be able to exercise 1.68% of the voting rights in the Company; and (vi) QIAN Jun
(錢俊), through his holding vehicle Q-robot shop, will be able to exercise 1.68% of the voting rights in the Company.
On 27 June 2023, the Concert Parties (namely Ms. Yin, YIN Juelian (殷珏蓮), CAO Liwen (曹理文), WU Wenhong (吳文洪),
HUANG Aihua (黃愛華) and QIAN Jun ( 錢俊)) entered into an acting -in-concert agreement to confirm that they have been
acting in concert by aligning their votes and following Ms. Yins directions when exercising their voting rights at the
shareholders meetings in the Group since they became interested in Shanghai Quna, respectively, and they also acknowledged
and agreed that they had and would continue to, for so long as they remain interested in the Shares, defer their voting powers
through their respective holding vehicles and family trusts to Ms. Yin. For details, please refer to the paragraphs headed
“History, Reorganization and Corporate Structure Acting-in-Concert Agreement” in the Prospectus. Immediately upon
completion of the Global Offering (assuming no exercise of any options granted under the Stock Incentive Plan), the Concert
Parties will be entitled to exercise approximately 39.27% of the voting power at general meetings of the Company. Therefore,
the Concert Parties together with the relevant holding vehicles (i.e. Jovie Holding Limited, Beyond Branding, Helenatest
Holding Limited, Q-robot, Iwan Holding Limited, Kiosk Joy, INSIGMA, NeoWay Holding Limited, NeoBox and Q-robot shop),
are considered as a group of the Controlling Shareholders upon Listing.
(2) The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to the condition that the
Controlling Shareholder will not cease to be a Controlling Shareholder.
(3) The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the indicated date.
Pre-IPO Investors
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 (assuming
no exercise of any
options granted under
the Stock Incentive
Plan)
Last day subject to the
lock-up undertakings
Banyan Pacific
Technology Investment
Limited (“Banyan
Pacific”)Note 4
22,610,668 8.61% 22 November 2024Note 1
Shanghai Junna
Enterprise Management
Partnership (Limited
Partnership) / 上海君拿
企業管理合夥企業(有
限合夥)
21,999,948 8.37% 22 November 2024Note 1
Shanghai Yuanyuqu
Enterprise Management,
L.P. / 上海源與趣企業
管理合夥企業(有限合
夥) (“Shanghai
Yuanyuqu”)Note 2
21,301,836 8.11% 22 November 2024Note 1
--- page 8 ---
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 (assuming
no exercise of any
options granted under
the Stock Incentive
Plan)
Last day subject to the
lock-up undertakings
Xiamen C&D Emerging
Industry Equity
Investment No. 1
Partnership (Limited
Partnership) / 廈門建發
新興產業股權投資壹號
合夥企業(有限合夥)
18,000,036 6.85% 22 November 2024Note 1
Shanghai Hongjiuqu
Enterprise Management
Partnership (Limited
Partnership) / 上海弘玖
趣企業管理合夥企業
(有限合夥)
8,470,588 3.22% 22 November 2024Note 1
LAU, Siu Ying / 劉小鷹 7,805,712 2.97% 22 November 2024Note 1
BPC Alpha Limited
(“BPC”)Note 4
7,688,450 2.93% 22 November 2024Note 1
Shanghai Yuanqu
Enterprise Management,
L.P. / 上海源趣叁期企
業管理合夥企業(有限
合夥) (Ferry Phase
III)Note 2
6,999,954 2.66% 22 November 2024Note 1
Ai Liang Shan Holdings
Limited
6,166,528 2.35% 22 November 2024Note 1
Shanghai Yuanjizhi
Enterprise Management,
L.P. / 上海源及致企業
管理合夥企業(有限合
夥) (“Shanghai
Yuanjizhi”)Note 2
4,000,020 1.52% 22 November 2024Note 1
Shanghai Yingmaisheng
Enterprise Management
Partnership (Limited
Partnership) / 上海鷹脈
升企業管理合夥企業
(有限合夥) (“Shanghai
Yingmaisheng”)Note 3
3,386,663 1.29% 22 November 2024Note 1
QFUN Tech Group LTD 2,864,472 1.09% 22 November 2024Note 1
QFUN Holding Limited 2,599,941 0.99% 22 November 2024Note 1
Sinoace Holdings
Limited
2,545,307 0.97% 22 November 2024Note 1
Yuanzhan Equity
Investment Management
1,399,968 0.53% 22 November 2024Note 1
--- page 9 ---
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 (assuming
no exercise of any
options granted under
the Stock Incentive
Plan)
Last day subject to the
lock-up undertakings
(Shanghai) Co., Ltd. / 遠
瞻股權投資管理(上海)
有限公司
Shanghai Eaglespeed
Enterprise Management
Partnership (Limited
Partnership) / 上海鷹之
速企業管理合夥企業
(有限合夥) (“Shanghai
Eaglespeed”)Note 3
799,983 0.30% 22 November 2024Note 1
Shanghai Xiangyiqu
Business Management
Partnership (Limited
Partnership) / 上海湘宜
趣企業管理合夥企業
(有限合夥) (“Shanghai
Xiangyiqu”)Note 3
599,988 0.23% 22 November 2024Note 1
Beyond Marketing
Holding Limited
599,988 0.23% 22 November 2024Note 1
Subtotal 139,840,050 53.23%
Note:
(1)The expiry date of the lock-up period shown in the table above is pursuant to the shareholders agreement entered into among
the Company and the Shareholders on 29 June 2023 and the shareholders resolutions of the Company dated 5 May 2024,
under which each Pre-IPO Investor will not sell or otherwise transfer or dispose of any Shares (other than those permitted
to be included in the Global Offering and other transfers to affiliates permitted by law) without prior wri tten consent of the
Company and the Underwriters, for a period of time specified by the Underwriters of 180 days from the Listing Date.
(2) Shanghai Yuanjizhi is a limited partnership established in the PRC on 1 November 2021 and it is owned as to approximately
0.1% by Wuxi Ferry Phase II Investment Co., Ltd. ( 無錫源渡二期投資有限公司 ) as its general partner and as to
approximately 99.9% by Ferry Phase II. Wuxi Ferry Phase II Investment Co., Ltd. (無錫源渡二期投資有限公司) is owned
as to 86.5% by Shanghai Chuiying Enterprise Management Partnership ( 上海垂穎企業管理合夥企業 (有限合夥 ))
(“Shanghai Chuiying”), which is in turn owned as to 35.0%, 33.0% and 32.0%, respectively, by ZHAN G Yuying (張裕英),
WANG Xuefeng ( 王學峰) and HUANG Qinghua ( 黃清華), each an Independent Third Party. Pursuant to a voting proxy
agreement dated 1 January 2021 entered into by WANG Xuefeng with ZHANG Yuying and HUANG Qinghua, respectively,
each of ZHANG Yuying and HUANG Qinghua entrusted their respective voting power in Shanghai Chuiying to WANG
Xuefeng. As such, WANG Xuefeng controls 100% voting power in Shanghai Chuiying. The general partner of Ferry Phase II
is Wuxi Ferry Phase II Investment Co., Ltd. ( 無錫源渡二期投資有限公司), and Ferry Phase II has seven limited partners,
each with less than one-third partnership interest in Ferry Phase II. Lighthouse is one of the limited partners of Ferry Phase
II. Shanghai Yuanyuqu is a limited partnership established in the PRC on 1 November 2021 and it is owned as to
approximately 0.09% by Wuxi Ferry Venture Capital Investment Management Limited ( 無錫源渡股權投資管理有限公司)
(“Wuxi Ferry”) as its general partner and as to 99.91% by Ferry Phase I as its limited partner. Wuxi Ferry is owned as to
44.17% by Ferry Equity Investment Management (Shanghai) Co., Ltd. (源渡股權投資管理(上海)有限公司) as the single
largest shareholder. Ferry Equity Investment Management (Shanghai) Co., Ltd. ( 源渡股權投資管理(上海)有限公司) is in
turn owned as to 35.0%, 33.0% and 32.0%, respectively, by DAI Yanjuan ( 戴燕娟), WANG Xuefeng (王學峰) and HUANG
Qinghua (黃清華). Pursuant to a voting proxy agreement dated 1 January 2021 entered into by WANG Xuefeng with DAI
Yanjuan and HUANG Qinghua, respectively, each of DAI Yanjuan and HUANG Qinghua entrusted their respective voting
--- page 10 ---
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 (assuming
no exercise of any
options granted under
the Stock Incentive
Plan)
Last day subject to the
lock-up undertakings
power in Ferry Equity Investment Management (Shanghai) Co., Ltd. ( 源渡股權投資管理 (上海)有限公司 ) to WANG
Xuefeng. As such, WANG Xuefeng controls 100% voting power in Ferry Equity Investment Management (Shanghai) Co., Ltd.
(源渡股權投資管理(上海)有限公司). The general partner of Ferry Phase I is Wuxi Ferry and Ferry Phase I has five limited
partners, including Mr. JIN Yong (金勇) being the largest limited partner with 39.60% partnership interest and the remaining
four limited partners each holding less than one-third partnership interest. Ferry Phase III is a limited partnership established
in the PRC on 25 October 2021 and it is owned as to approximately 0.03% by Wuxi Ferry Weilun Enterprise Management
Partnership (Limited Partnership) (無錫源渡偉倫企業管理合夥企業(有限合夥)) (“Ferry Weilun”) as its general partner
and as to approximately 99.97% by Suzhou Ferry as its limited partner. Ferry Weilun is owned as to 7.01% by Wuxi Ferry
Growth Enterprise Management Co., Ltd. (無錫源渡成長企業管理有限公司) (“Ferry Growth”) as its general partner and
92.98% by Shanghai Chuiying. Ferry Growth is wholly owned by Ferry Equity Investment Management (Shanghai) Co., Ltd.
(源渡股權投資管理(上海)有限公司), which is in turn owned as to 35.0%, 33.0% and 32.0%, respectively, by DAI Yanjuan
(戴燕娟), WANG Xuefeng (王學峰) and HUANG Qinghua (黃清華). Shanghai Chuiying is owned as to 35.0%, 33.0% and
32.0%, respectively, by ZHANG Yuying ( 張裕英), WANG Xuefeng ( 王學峰) and HUANG Qinghua ( 黃清華), each an
Independent Third Party. The general partner of Suzhou Ferry is Ferry Weilun and Suzhou Ferry has 12 limited partners,
including an affiliate of Xiamen C&D and Mr. ZHANG Fan ( 張帆). None of the 12 limited partners of Suzhou Ferry held
more than 30% limited partnership interests in Suzhou Ferry.
(3) Shanghai Eaglespeed is a limited partnership established in the PRC on 20 October 2021 and as of the Latest Practicable
Date, it is owned as to 0.2494% by Beijing Eagles Fund Management Co., Ltd. (北京老鷹投資基金管理有限公司) (“Beijing
Eagles”), a company owned as to 70.0% by Shanghai Eagles Investment Management Co., Ltd. (上海長鷹投資管理有限公
司) which is wholly owned by Mr. ZHAO Keming ( 趙克明 ), as its general partner. Shanghai Xiangyiqu is a limited
partnership established in the PRC on 27 October 2021 and as of the Latest Pr acticable Date, it was owned as to 0.3322%
by Beijing Eagles as its general partner. Shanghai Yingmaisheng is a limited partnership established in the PRC on 20
October 2021 and as of the Latest Practicable Date, it was owned as to 0.0238% by Shanghai Eagles Investment Management
Co., Ltd. ( 上海長鷹投資管理有限公司) and as to 99.9762% by Nanjing Eagles Innovation Investment Center (Limited
Partnership) (南京老鷹創新投資中心 (有限合夥)). Shanghai Eagles Investment Management Co., Ltd. ( 上海長鷹投資管
理有限公司) is wholly owned by Mr. ZHAO Keming (趙克明).
(4) Banyan Pacific is a limited liability company incorporated in the BVI and is wholly owned by Mr. Yeung Man. BPC is a limited
liability company incorporated in the BVI and is owned as to 95.0% by Mr. Yeung Man.
Cornerstone Investor
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 (assuming
no exercise of any
options granted under
the Stock Incentive
Plan)
Last day subject to the
lock-up undertakings
Golden FutureNote 1 3,127,600 1.19% 26 November 2024
Subtotal 3,127,600 1.19%
In accordance with the relevant Listing Rules/guidance materials, the required lock-up ends on 26 November 2024.
Note: The Cornerstone Investor will cease to be prohibited from disposing of or transferring Shares after the indicated date.
--- page 11 ---
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 3,127,600 17.64% 15.87% 3,127,600 1.19%
Top 5 8,060,200 45.45% 40.91% 8,060,200 3.07%
Top 10 11,733,800 66.17% 59.55% 11,733,800 4.47%
Top 25 15,855,000 89.41% 80.47% 15,855,000 6.04%
Notes
* Ranking of placees is based on the number of Shares allotted to the placees.
--- page 12 ---
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders*
Number of Shares
allotted
Allotment as % of
International Offering
Allotment as % of total
Offer Shares
Number of Shares held
upon Listing
% of total issued
Shares capital upon
Listing
Top 1 0 0.00% 0.00% 103,161,396 39.27%
Top 5 0 0.00% 0.00% 205,762,308 78.32%
Top 10 3,127,600 17.64% 15.87% 236,119,370 89.88%
Top 25 12,232,600 68.98% 62.08% 255,234,046 97.16%
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, 5,765 valid applications made
by the public will be conditionally allocated on the basis set out below:
APPROXIMATE
PERCENTAGE
ALLOTTED
NO. OF
SHARES NO. OF VALID OF THE TOTAL NO.
OF
APPLIED
FOR APPLICATIONS BASIS OF ALLOTMENT / BALLOT SHARES APPLIED
FOR
POOL A
200 2,636 1,582 out of 2,636 to receive 200 Shares 60.02%
400 357 245 out of 357 to receive 200 Shares 34.31%
600 164 118 out of 164 to receive 200 Shares 23.98%
800 147 106 out of 147 to receive 200 Shares 18.03%
1,000 257 193 out of 257 to receive 200 Shares 15.02%
1,200 76 59 out of 76 to receive 200 Shares 12.94%
1,400 29 23 out of 29 to receive 200 Shares 11.33%
1,600 877 702 out of 877 to receive 200 Shares 10.01%
--- page 13 ---
1,800 19 16 out of 19 to receive 200 Shares 9.36%
2,000 204 184 out of 204 to receive 200 Shares 9.02%
3,000 338 321 out of 338 to receive 200 Shares 6.33%
4,000 88 84 out of 88 to receive 200 Shares 4.77%
5,000 42 200 Shares 4.00%
6,000 76 200 Shares plus 14 out of 76 to receive
additional 200 Shares 3.95%
7,000 43 200 Shares plus 16 out of 43 to receive
additional 200 Shares 3.92%
8,000 35 200 Shares plus 19 out of 35 to receive
additional 200 Shares 3.86%
9,000 19 200 Shares plus 13 out of 19 to receive
additional 200 Shares 3.74%
10,000 85 200 Shares plus 73 out of 85 to receive
additional 200 Shares 3.72%
12,000 29 400 Shares 3.33%
14,000 16 400 Shares plus 5 out of 16 to receive
additional 200 Shares 3.30%
16,000 27 400 Shares plus 17 out of 27 to receive
additional 200 Shares 3.29%
18,000 20 400 Shares plus 18 out of 20 to receive
additional 200 Shares 3.22%
20,000 55 600 Shares 3.00%
30,000 27 800 Shares 2.67%
40,000 17 1,000 Shares 2.50%
50,000 5 1,200 Shares 2.40%
60,000 7 1,400 Shares 2.33%
70,000 2 1,600 Shares 2.29%
80,000 5 1,800 Shares 2.25%
90,000 1 2,000 Shares 2.22%
100,000 1 2,200 Shares 2.20%
140,000 2 3,000 Shares 2.14%
160,000 5 3,400 Shares 2.13%
--- page 14 ---
5,711 Total number of Pool A successful
applicants: 4,152
POOL B
180,000 42 17,000 Shares 9.44%
200,000 8 18,200 Shares 9.10%
300,000 3 27,000 Shares 9.00%
500,000 1 44,600 Shares 8.92%
54 Total number of Pool B successful
applicants: 54
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.
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 Companys shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Placing with a prior consent under paragraph 5(1) of the Appendix F1 to the Listing Rules (" Placing
Guidelines")
As part of the International Offering, the Company has entered into a cornerstone investment agreement
with Golden Future, pursuant to which Golden Future has agreed to, subject to certain conditions,
subscribe, or cause its designated entities to subscribe, at the Offer Price for such number of Offer Shares
(rounded down to the nearest whole board lot of 200 Shares) as may be purchased for an aggregate amount
of US$10.0 million (equivalent to approximately HK$78.2 million, calculated based on the currency
translation of US$1.00 to HK$7.81909) (the “ Cornerstone Placing”). Under the International Offering,
Golden Future has been placed with 3,127,600 Offer Shares at the Offer Price, representing approximately
15.87% of the total number of Offer Shares initially available under the Global Offering and approximately
1.19% of the total issued Shares of the Company upon completion of the Global Offering (assuming no
exercise of any options under the Stock Incentive Plan).
Golden Future is a limited partnership fund registered in Hong Kong on 10 November 2023 under the
Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong) and is principally engaged
in equity investment. The sole general partner of Golden Future is CNI Securities Group Limited.
--- page 15 ---
As part of the placing under the international tranche of the Global Offering, CNI Securities Group Limited
acts as a distributor. Due to (i) CNI Securities Group Limited, which is held as to 98.75% by Ms. BAO
Quan (包全), is the sole general partner of Golden Future, and its capacity as a distributor in the Global
Offering, and (ii) the sole investment manager and fund administrator of Golden Future is CNI Global
Assets Management Limited ( 中國北方環球資產管理有限公司), which is licensed to conduct Type 9
(asset management) of the regulated activities as defined under the SFO, and is wholly owned by Ms. BAO
Quan (包全), allocation of the relevant Offer Shares under the Cornerstone Placing technically constitutes
an allocation to a connected client of a distributor.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
International Offering to Golden Future. The allocation of Offer Shares to Golden Future is in compliance
with all the conditions under the consent granted by the Stock Exchange.
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 Unit ed 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 17 May 2024 issued by Qunabox Group Limited (趣致集團) 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 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 27 May 2024).
--- page 16 ---
PUBLIC FLOAT
Immediately following the completion of the Global Offering, an aggregate of 96,943,122 Shares
or approximately 36.90% of the issued share capital of the Company (assuming no exercise of
any options granted under the Stock Incentive Plan) will be held in the public hands. Therefore,
the number of Shares in the public hands represents no less than 25% of the total issued share
capital of the Company, satisfying the minimum percentage requirement in compliance with Rule
8.08(1) of the Listing Rules. The Directors also confirm that (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 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 Shareholders at the time of the Listing in
compliance with Rule 8.08(2) of the Listing Rules.
COMMENCEMENT OF DEALINGS
Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, May 27, 2024
(Hong Kong time), provided that the Global Offering has become unconditional and the right
of termination described in the section headed “Underwriting ” in the Prospectus has not been
exercised. Investors who trade the Shares on the basis of publicly available allocation details prior
to the receipt of Share certificates or prior to the Share certificates becoming valid evidence of title
do so entirely at their own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
Hong Kong on Monday, May 27, 2024, it is expected that dealings in the Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, May 27, 2024 (Hong Kong time).
The Shares will be traded in board lots of 200 Shares each, and the stock code of the Shares will
be 0917.
By Order of the Board
Qunabox Group Limited
(ණྠ )
Ms. YIN Juehui
Chairwoman and Executive Director
Hong Kong, May 24, 2024
As of the date of this announcement, the board of directors of the Company comprises (i) Ms. YIN
Juehui, Mr. CAO Liwen and Mr. HUANG Aihua as executive directors; (ii) Mr. DAI Jianchun and
Mr. CHEN Rui as non-executive directors; and (iii) Dr. CHE Lufeng, Mr. ZHU Lin and Dr. YANG
Bo as proposed independent non-executive directors.