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.
811 lines
36 KiB
Plaintext
811 lines
36 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated May 17, 2024 (the “Prospectus ”) issued by Qunabox Group Limited (ණྠ ) (the
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“Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
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offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
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Offering described below before deciding whether or not to invest in the Offer Shares.
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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) or to any person
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(as defined in Regulation S under the U.S. Securities Act of 1933, as amended from time to time, (the “U.S. Securities
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Act”)) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute
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or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any
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other jurisdictions.
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The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities law of
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the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an
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exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer
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Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under
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the U.S. Securities Act. There will be no public offer of securities in the United States.
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No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried out in
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relation to the Global Offering.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Overall Coordinator
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(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting –
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Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus
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at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is currently expected to be on Monday,
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May 27, 2024.
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--- page 2 ---
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2
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Qunabox Group Limited
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ණྠ
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(Incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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j 19,704,000 Shares
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Number of Hong Kong Offer Shares j 1,970,400 Shares
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Number of International Offer Shares j 17,733,600 Shares
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Final Offer Price j HK$25.00 per Offer Share, plus
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brokerage of 1.0%, SFC transaction
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levy of 0.0027%, Stock Exchange
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trading fee of 0.00565% and AFRC
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transaction levy of 0.00015%
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Nominal value j US$0.00001 per Share
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Stock code j 0917
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Sole Sponsor, Sole Overall Coordinator,
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Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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⳪暲@:9)
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Joint Lead Managers
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--- page 3 ---
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QUNABOX GROUP LIMITED / 趣致集團
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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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 17 May 2024 (the “Prospectus”) issued by Qunabox Group (趣致集
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團) Limited (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could move
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substantially even with a small number of Shares traded and should exercise extreme caution when
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dealing in the Shares.
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SUMMARY
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Company information
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Stock code 0917
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Stock short name QUNABOX GROUP
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Dealings commencement date 27 May 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$25.00
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Offer Price Range HK$25.00 - HK$29.70
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 19,704,000
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Number of Offer Shares in Public Offer 1,970,400
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Number of offer shares in International Offer 17,733,600
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Number of issued shares upon Listing 262,705,446
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Proceeds
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Gross proceeds (Note) HK$492.60 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$(72.09) million
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Net proceeds HK$420.51 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus dated 17 May 2024.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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--- page 4 ---
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No. of valid applications 5,765
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No. of successful applications 4,206
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Subscription level 12.05 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Public Offer 1,970,400
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Final no. of Offer Shares under the Public Offer 1,970,400
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% of final no. of Offer Shares under the Public Offer to the Global
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Offering
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10.0%
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Note: For details of the final allocation of shares to the Public Offer , investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 243
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Subscription Level 1.11 times
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No. of Offer Shares initially available under the International Offer 17,733,600
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Final no. of Offer Shares under the International Offer 17,733,600
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% of final no. of Offer Shares under the International Offer to the
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Global Offering
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90.0%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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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 accustomed 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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The placees in the International Offer include the following:
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Cornerstone Investor
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Investor
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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 Offer
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Shares
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% of total
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issued share
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capital after the
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Global Offering
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(assuming no
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exercise of any
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options granted
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under the Stock
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Incentive Plan)
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Existing
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shareholders or
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their close
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associates
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Golden Future LPF
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(金利富通有限合夥
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基金) (“Golden
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Future”) 3,127,600 15.87% 1.19% No
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Total 3,127,600 15.87% 1.19%
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--- page 5 ---
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Allottees who are customer(s) or client(s) / supplier(s) of the issuer
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Investor
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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 Offer
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Shares
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% of total
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issued share
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capital after the
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Global Offering
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(assuming no
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exercise of any
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options granted
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under the Stock
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Incentive Plan) Relationship
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Golden Future 3,127,600 15.87% 1.19%
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The limited partner
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of Golden Future is
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the beneficial
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owner of the
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customer of the
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issuer
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Total 3,127,600 15.87% 1.19%
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Allottees with waivers/consents obtained
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Investor
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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 Offer
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Shares
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% of total
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issued share
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capital after the
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Global Offering
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(assuming no
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exercise of any
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options under Stock
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Incentive Plan) Relationship
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Golden Future Note 1 3,127,600 15.87% 1.19%
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CNI Securities
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Group Limited (中國
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北方證券集團有限
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公司 ), a distributor,
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is the sole general
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partner of Golden
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Future Note 1
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Total 3,127,600 15.87% 1.19%
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Note:
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(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
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has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of the Placing
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Guidelines (as defined below) to permit the Company to allocate such Offer Shares in the International Offering to Golden
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Future. The allocation of Offer Shares to Golden Future is in compliance with all the conditions under the consent granted
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by the Stock Exchange. For details, please refer to the section headed “OTHERS / ADDITIONAL INFORMATION” below.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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--- page 6 ---
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Name
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Number of
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
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upon Listing
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% of shareholding in the
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Company subject to lock-up
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undertakings upon Listing
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(assuming no exercise of any
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options granted under the
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Stock Incentive Plan)
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Last day subject to the lock-up
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undertakings
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Beyond Branding
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Limited
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(“Beyond
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Branding”)Note 1
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72,294,252 27.52% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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Q-robot Holding
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Limited (“Q-
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robot”)Note 1
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8,819,184 3.36% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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Kiosk Joy
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Holding Limited
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(“Kiosk Joy”)Note
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1
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8,819,184 3.36% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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INSIGMA
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Limited
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(“INSIGMA”)Note
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1
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4,409,592 1.68% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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NeoBox Holding
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Limited
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(“NeoBox”)Note 1
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4,409,592 1.68% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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Q-robot shop
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Limited (“Q-
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robot shop”)Note 1
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4,409,592 1.68% 26 November 2024 (First Six-
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Month Period)Note 2
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26 May 2025 (Second Six-Month
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Period)Note 3
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Subtotal 103,161,396 39.27%
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In accordance with the relevant Listing Rules/guidance materials, the required lock -up for the first six -
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month period ends on 26 November 2024 and for the second six-month period, on 26 May 2025.
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Notes:
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(1) Immediately following completion of the Global Offering (assuming no exercise of any options granted under the Stock
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Incentive Plan), (i) Ms. Yin, through Jovie Trust and its holding vehicles Jovie Holding Limited and Beyond Branding, will be
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able to exercise 27.52% of the voting rights in the Company; (ii) YIN Juelian (殷珏蓮), through Helena Trust and its holding
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vehicles Helenatest Holding Limited and Q -robot, will be able to exercise 3.36% of the voting rights in the Company; (iii)
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CAO Liwen ( 曹理文), through Liwen Trust and its holding vehicles Iwan Holding Limited and Kiosk Joy, will be able to
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exercise 3.36% of the voting rights in the Company; (iv) WU Wenhong ( 吳文洪), through his holding vehicle INSIGMA, will
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be able to exercise 1.68% of the voting rights in the Company; (v) HUANG Aihua ( 黃愛華), through his holding vehicles
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--- page 7 ---
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Name
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Number of
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
|
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upon Listing
|
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% of shareholding in the
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Company subject to lock-up
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undertakings upon Listing
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(assuming no exercise of any
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options granted under the
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Stock Incentive Plan)
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Last day subject to the lock-up
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undertakings
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NeoWay Holding Limited and NeoBox, will be able to exercise 1.68% of the voting rights in the Company; and (vi) QIAN Jun
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(錢俊), through his holding vehicle Q-robot shop, will be able to exercise 1.68% of the voting rights in the Company.
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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),
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HUANG Aihua (黃愛華) and QIAN Jun ( 錢俊)) entered into an acting -in-concert agreement to confirm that they have been
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acting in concert by aligning their votes and following Ms. Yin’s directions when exercising their voting rights at the
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shareholders’ meetings in the Group since they became interested in Shanghai Quna, respectively, and they also acknowledged
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and agreed that they had and would continue to, for so long as they remain interested in the Shares, defer their voting powers
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through their respective holding vehicles and family trusts to Ms. Yin. For details, please refer to the paragraphs headed
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“History, Reorganization and Corporate Structure – Acting-in-Concert Agreement” in the Prospectus. Immediately upon
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completion of the Global Offering (assuming no exercise of any options granted under the Stock Incentive Plan), the Concert
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Parties will be entitled to exercise approximately 39.27% of the voting power at general meetings of the Company. Therefore,
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the Concert Parties together with the relevant holding vehicles (i.e. Jovie Holding Limited, Beyond Branding, Helenatest
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Holding Limited, Q-robot, Iwan Holding Limited, Kiosk Joy, INSIGMA, NeoWay Holding Limited, NeoBox and Q-robot shop),
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are considered as a group of the Controlling Shareholders upon Listing.
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(2) The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to the condition that the
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Controlling Shareholder will not cease to be a Controlling Shareholder.
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(3) The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the indicated date.
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Pre-IPO Investors
|
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Name
|
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Number of Shares held
|
||
in the Company subject
|
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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
|
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the Stock Incentive
|
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Plan)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Banyan Pacific
|
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Technology Investment
|
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Limited (“Banyan
|
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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,
|
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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 ---
|
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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 Company’s 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.
|