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.
1819 lines
72 KiB
Plaintext
1819 lines
72 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 in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the prospectus dated March 20, 2026 (the “Prospectus ”) issued by Guangdong Huayan Robotics 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 invitation or offer to acquire, purchase
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or subscribe for securities. Potential investors should read 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.
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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 constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise
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transferred within the United States except in transactions exempt from, or not subject to, the registration requirements
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of the U.S. Securities Act. There will be no public offer of securities in the United States. The Offer Shares are being
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offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities
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Act.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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stabilizing manager (the “Stabilizing Manager ”), or any person acting for it, on behalf of the Underwriters, may
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over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at a level
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higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no
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obligation on the Stabilizing Manager, or any person acting for it to conduct any such stabilizing action, which, if
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commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, or any person acting for
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it, and may be discontinued at any time. Any such stabilizing action is required to be brought to an end on the 30th
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day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilizing action,
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if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all
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applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period, which begins on the Listing Date and is expected to expire on the 30th day after the last
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day for lodging applications under the Hong Kong Public Offering. After this date, when no further stabilizing action
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may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters and Overall Coordinators) shall be entitled to terminate their obligations under
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the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
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section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong
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Underwriting Agreement – Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong
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time) on the Listing Date (which is currently expected to be on Monday, March 30, 2026).
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--- page 2 ---
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2
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Guangdong Huayan Robotics 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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: 92,902,600 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 16,157,000 H Shares (taking into account
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reallocation)
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Number of International Offer Shares : 76,745,600 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option, reallocation and
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subject to the Over-allotment Option)
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Final Offer Price : HK$17.00 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Hong Kong 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 : RMB 0.2 per H Share
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Stock Code : 1021
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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Guangdong Huayan Robotics Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated 20 March 2026 (the “Prospectus ”) issued by
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Guangdong Huayan Robotics Co., Ltd. (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares could
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move substantially even with a small number of H Shares traded and should exercise extreme
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caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 1021
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Stock short name HUAYAN ROBOTICS
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Dealings commencement date 30 March 2026*
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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$17.00
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Offer Price Range N/A
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares (taking into account the full exercise
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of the Offer Size Adjustment Option and before exercise of the
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Over-allotment Option)
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92,902,600
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Number of Offer Shares in Hong Kong Public Offering (after
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reallocation)
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16,157,000
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Number of offer shares in International Offering (after
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reallocation and taking into account the full exercise of the
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Offer Size Adjustment Option and before exercise of the Over-
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allotment Option)
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76,745,600
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Number of issued shares upon Listing (before exercise of the
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Over-allotment Option)
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543,597,580
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--- page 4 ---
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4
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 12,117,600
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– Hong Kong Public Offering 0
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– International Offering 12,117,600
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
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is issuing and allotting 12,117,600 additional Offer Shares, representing approximately 15% of
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the total number of Offer Shares initially available under the Global Offering, at the final Offer
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Price.
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The additional Offer Shares issued pursuant to the Offer Size Adjustment Option will be
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allocated to the International Offering.
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Over-allocation
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No. of Offer Shares over-allocated 13,935,200
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$1,579.34 million
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Less: Estimated listing expenses payable based on Final Offer
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Price
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HK$(101.17) million
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Net proceeds HK$1,478.18 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 of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus
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on a pro rata basis.
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--- page 5 ---
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5
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 227,070
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No. of successful applications 66,270
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Subscription level (before taking into account the Offer Size
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Adjustment Option)
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5,059.38 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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4,039,400
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No. of Offer Shares reallocated from the International Offering
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(claw-back)
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12,117,600
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Final no. of Offer Shares under the Hong Kong Public Offering
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(after reallocation)
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16,157,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering (after taking into account the full exercise of the
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Offer Size Adjustment Option)
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17.4%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can
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refer to https://www.hkeipo.hk/iporesult to perform a search by identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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--- page 6 ---
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6
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INTERNATIONAL OFFERING
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No. of placees 151
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Subscription Level (before taking into account the Offer Size
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Adjustment Option)
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16.65 times
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No. of Offer Shares initially available under the International
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Offering
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76,745,600
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Final no. of Offer Shares under the International Offering (after
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reallocation and taking into account the full exercise of the Offer
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Size Adjustment Option)
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76,745,600
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% of Offer Shares under the International Offering to the Global
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Offering (after taking into account the full exercise of the Offer
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Size Adjustment Option)
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82.6%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering to
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close associates of existing shareholders as a cornerstone investor and a placee, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
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respective close associates; and (ii) none of the placees and the public who have purchased the
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Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
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executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
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of the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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--- page 7 ---
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7
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Cornerstone Investors
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Name Note 1
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No. of Offer
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Shares
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allocated
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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 Note 2
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% of total
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issued share
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capital after
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the Global
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Offering Note 2
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Existing
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shareholders
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or their close
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associates
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HHLR Advisors, Ltd. 13,802,400 2.63% 2.54% No
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GF Fund 13,802,200 Note 3 2.63% 2.54% No
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Morgan Stanley & Co.
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International plc
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4,600,800 0.88% 0.85% No
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Samson Group Limited/ණྠ
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ʮ̡
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2,941,000 0.56% 0.54% No
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Haojun Investment and HTCI
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(in connection with Haojun
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Investment OTC Swaps) Note 4
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2,667,800 0.51% 0.49% No
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Eternal Summer Consulting
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Company Ltd.
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2,300,400 0.44% 0.42% No
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Shrewd Pioneer Limited 2,300,400 0.44% 0.42% No
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Richfirm (Hong Kong)
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Development Limited/ Όන(ಥ)
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ʮ̡
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1,470,400 0.28% 0.27% Yes
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VVC Technology Fund Ltd. 1,380,200 0.26% 0.25% No
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Subtotal 45,265,600 8.61% 8.33%
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Notes:
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1. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors ” of the
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Prospectus.
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2. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-allotment Option
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is not exercised.
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3. The discrepancy between final number of allocated Offer Shares and disclosure in the Prospectus was due to rounding
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adjustments.
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4. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations to connected clients, please refer to the section headed “Allottees with waivers/
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consents obtained – International Offering – allotees with consent under paragraph 1C(1) of the Placing Guidelines
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and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients ” of this
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announcement.
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--- page 8 ---
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8
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Allotees with Waivers/Consents Obtained
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Investor
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No. of 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
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H-shares after
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the Global
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Offering upon
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listing Note 1
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% of
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shareholding in
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the Company
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listing Note 1 Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing
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Guidelines in relation to subscription for H Shares by a close associate of existing shareholders Note 2
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Cornerstone Investor
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Richfirm (Hong Kong)
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Development Limited/ Όන(࠰
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ಥ)ʮ̡ ( “Richfirm ”)
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1,470,400 1.58% 0.28% 0.27% A cornerstone investor
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and close associate of
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existing shareholders
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Placee
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Yihe No. 22 Private Securities
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Investment Fund/ ձ 22 ಂ
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ږ“( Yihe No.
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22”)
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4,236,200 4.56% 0.81% 0.78% A placee and close
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associate of existing
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shareholders
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants
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in relation to allocations to connected clients
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Huatai Capital Investment
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Limited ( “HTCI”) Note 3
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8,668,600 9.33% 1.65% 1.59% connected client and
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a close associate of
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existing minority
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shareholder
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CICC Financial Trading Limited
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(“CICC FT ”) Note 3
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35,200 0.04% 0.01% 0.01% connected client
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ICBC UBS Asset Management
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Co., (International) Ltd.
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(“ICBC UBS ”) Note 3
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311,000 0.33% 0.06% 0.06% connected client
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ICBC International Fund
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Management Limited ( “ICBCI
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FM”) Note 3
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13,800 0.01% 0.00% 0.00% connected client
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ICBC UBS Asset Management
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(International) Company
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Limited ( “ICBC UBS
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International ”) Note 3
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100,600 0.11% 0.02% 0.02% connected client
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China Asset Management (Hong
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Kong) Limited ( “China AMC
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HK”) Note 3
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411,600 0.44% 0.08% 0.08% connected client
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Bosera Asset Management
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(International) Co., Limited
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(“Bosera Asset Management ”)
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Note 3
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345,000 0.37% 0.07% 0.06% connected client
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--- page 9 ---
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9
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Investor
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No. of 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
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H-shares after
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the Global
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Offering upon
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listing Note 1
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% of
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shareholding in
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the Company
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listing Note 1 Relationship
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Notes:
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1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-allotment Option is not exercised.
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2. The Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under Paragraph
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1C(2) of the Placing Guidelines to permit H Shares in the International Offering to be placed to close associates of existing shareholders as a cornerstone
|
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investor and a placee. For details of the consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to existing shareholder, please
|
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refer to the section headed “Waiver and Exemption – Waiver and consent in respect of subscriptions of offer shares by close associates of existing
|
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shareholder as cornerstone investor ” in the Prospectus and the section headed “Allottees with waivers/consents obtained – International Offering – allotees
|
||
with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to
|
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connected clients ” of this announcement.
|
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To the best knowledge, information and belief of the Company after due enquiry, details of the allocation to a close associate of existing shareholders
|
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holding more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering have been disclosed in this
|
||
announcement.
|
||
3. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocations to connected clients, please refer to the section headed “Allottees with waivers/consents obtained – International Offering – allotees with consent
|
||
under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients ” of
|
||
this announcement.
|
||
|
||
|
||
--- page 10 ---
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10
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LOCK-UP UNDERTAKINGS
|
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Shareholders of Unlisted Shares
|
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Name
|
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Number of
|
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shares held in
|
||
the Company
|
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subject to
|
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lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total
|
||
issued H-shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day
|
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subject to
|
||
the lock-up
|
||
undertakings
|
||
Note 2
|
||
Shenzhen Zhirenxue
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership)/ ଉέ̹
|
||
౽ɛኪΆุ၍ଣΥ
|
||
ྫΆุ(Υྫ )
|
||
(“Zhirenxue ”) 8,617,800 – – 1.59% 29 March 2027
|
||
Shenzhen Zhirenle
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership)/ ଉέ̹
|
||
౽ɛᆀΆุ၍ଣΥ
|
||
ྫΆุ(Υྫ )
|
||
(“Zhirenle ”) 5,000,000 – – 0.92% 29 March 2027
|
||
Shenzhen Zhirenju
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership)/ ଉέ̹
|
||
౽ɛၳΆุ၍ଣΥ
|
||
ྫΆุ(Υྫ )
|
||
(“Zhirenju ”) 2,500,000 – – 0.46% 29 March 2027
|
||
Shenzhen Zhirenyun
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership)/ ଉέ̹
|
||
౽ɛථΆุ၍ଣϞ
|
||
Υྫ(Υྫ )
|
||
(“Zhirenyun ”) 1,910,000 – – 0.35% 29 March 2027
|
||
Subtotal 18,027,800 – – 3.32%
|
||
Notes:
|
||
1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-
|
||
allotment Option is not exercised.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws and
|
||
relevant lock-up undertakings as disclosed in the Prospectus.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Controlling Shareholders
|
||
Name
|
||
Number of H –
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Mr. Wang Guangneng/ ˮΈঐ(“Mr.
|
||
Wang”) 14,218,750 2.71% 2.62% 29 March 2027
|
||
Mr. Zhang Guoping/ ੵ̻(“Mr.
|
||
Zhang ”) 2,031,250 0.39% 0.37% 29 March 2027
|
||
Sichuan Zhirentuan Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ ̬ʇ౽ɛྠΆุ၍ଣΥ
|
||
ྫΆุ(Υྫ ) (“Zhirentuan ”) 113,107,850 21.52% 20.81% 29 March 2027
|
||
Shenzhen Zhirenxing Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ ଉέ̹౽ɛБΆุ၍ଣ
|
||
ΥྫΆุ (Υྫ ) (“Zhirenxing ”) 18,950,440 3.61% 3.49% 29 March 2027
|
||
Shenzhen Xianzhikong Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ ଉέ̹ᘠ౽છΆ
|
||
ุ၍ଣΥྫΆุ (Υྫ )
|
||
(“Xianzhikong ”) 7,774,540 1.48% 1.43% 29 March 2027
|
||
Foshan Zhirenying Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ Нʆ̹౽ɛᐄΆุ၍ଣ
|
||
Υྫ (Υྫ ) (“Zhirenying ”) 3,659,970 0.70% 0.67% 29 March 2027
|
||
Subtotal 159,742,800 30.39% 29.39%
|
||
Notes:
|
||
1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-
|
||
allotment Option is not exercised.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws and
|
||
relevant lock-up undertakings as disclosed in the Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
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 Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Note 2
|
||
Mr. Wang 14,218,750 14,218,750 2.71% 2.62% 29 March 2027
|
||
Mr. Zhang 2,031,250 2,031,250 0.39% 0.37% 29 March 2027
|
||
Zhirentuan Note 3 113,107,850 113,107,850 21.52% 20.81% 29 March 2027
|
||
Zhirenxing Note 4/Note 7 18,950,440 18,950,440 3.61% 3.49% 29 March 2027
|
||
Xianzhikong Note 5 7,774,540 7,774,540 1.48% 1.43% 29 March 2027
|
||
Zhirenying Note 6 3,659,970 3,659,970 0.70% 0.67% 29 March 2027
|
||
Zhirenxue Note 4/Note 8 8,617,800 – – 1.59% 29 March 2027
|
||
Zhirenle Note 4/Note 9 5,000,000 – – 0.92% 29 March 2027
|
||
Zhirenju Note 4/Note 10 2,500,000 – – 0.46% 29 March 2027
|
||
Zhirenyun Note 4/Note 11 1,910,000 – – 0.35% 29 March 2027
|
||
Subtotal 159,742,800 30.39% 29.39%
|
||
Notes:
|
||
1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-
|
||
allotment Option is not exercised.
|
||
2. Each of such core R&D members of the Company and/or Directors has undertaken that the partnership
|
||
interests held by him/her in these partnerships are subject to a lock-up period of 12 months after the Listing
|
||
Date (the “Partnership Lock-up Period ”) pursuant to Rule 18C.14 of the Listing Rules. According to
|
||
partnership agreements of these partnerships, transfer/disposal of partnership interests therein by the
|
||
partners shall be subject to approval by the respective general partner of such partnerships (i.e. Zhirentuan).
|
||
Zhirentuan has confirmed that it will not approve any transfer/disposal of such partnership interests by the
|
||
core R&D members of the Company and/or Directors during the Partnership Lock-up Period.
|
||
3. As co-founders, Mr. Wang and Mr. Zhang decided to hold majority of their interest in the Company via
|
||
a partnership (i.e. Zhirentuan) with both of them involved as partners, to enable the consolidation and
|
||
stabilization of the founders ’ voting rights, thereby enhancing corporate governance alignment. Mr. Wang
|
||
and Mr. Zhang, as limited partners, hold approximately 81.14% and 11.73% partnership interests therein,
|
||
respectively.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
4. In light of the requirement on number of partners of a partnership under PRC laws and regulations, each
|
||
of Zhirenxing, Zhirenle, Zhirenju, Zhirenxue, and Zhirenyun was established as an Employee Incentive
|
||
Platform with Zhirentuan (which is controlled by Mr. Wang) as the general partner. In addition, Mr. Wang
|
||
and Mr. Zhang, as Directors and core R&D members, who have led and contributed to the development of the
|
||
Company were granted batches of incentives in Employee Incentive Platforms. See “Appendix IV { Statutory
|
||
and General Information { 5. Employee Incentive Schemes ” in the Prospectus.
|
||
5. For purpose of further consolidating control over the Company by Mr. Wang, thereby further enhancing the
|
||
decision-making efficiency at the general meetings of the Company and ensure the effective implementation
|
||
of the strategy of the Group, Wang Xianli and Mr. Wang agreed for Zhirentuan to act as the general partner
|
||
of Xianzhikong. Mr. Wang and Mr. Wang Xianli, as limited partners, hold approximately 0.78% and 76.91%
|
||
partnership interests therein, respectively.
|
||
6. Zhirenying was established as an employee shareholding platform to provide employees opportunities to invest
|
||
in the Company, with Zhirentuan as the general partner for further control consolidating by Mr. Wang. Du
|
||
Weimin (one of our core R&D members), as a limited partner, holds approximately 1.07% partnership interests
|
||
therein.
|
||
7. Among the limited partners, Zhang Yingtao (an executive Director), Hao Yu (one of our core R&D members),
|
||
Gao Yuebo (one of our core R&D members), Zhang Peng (one of our core R&D members), Wang Xianli (our
|
||
connected person), Zhao Yi (our connected person) hold approximately 19.77%, 3.6%, 3.28%, 2.44%, 12.59%
|
||
and 12.53% partnership interests therein, respectively.
|
||
8. Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
|
||
Director, the chairperson of the Board and the general manager of the Company), Zhang Yingtao (an executive
|
||
Director), Hao Yu (one of our core R&D members), Gao Yuebo (one of our core R&D members), Zhang Peng
|
||
(one of our core R&D members), Zhao Yi (our connected person) hold approximately 1.54%, 10.44%, 2.90%,
|
||
3.48%, 3.83%, and 4.64% partnership interests therein, respectively.
|
||
9. Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
|
||
Director, the chairperson of the Board and the general manager of the Company), Mr. Zhang (one of the
|
||
Founders and Controlling Shareholders, an executive Director and the chief technology officer of the
|
||
Company), Du Weimin (one of our core R&D members) hold approximately 4.20%, 10.00% and 5.00%
|
||
partnership interests therein, respectively.
|
||
10. Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
|
||
Director, the chairperson of the Board and the general manager of the Company) holds approximately 19.00%
|
||
partnership interests therein.
|
||
11. Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
|
||
Director, the chairperson of the Board and the general manager of the Company) holds approximately 42.30%
|
||
partnership interests therein.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Pathfinder SIIs
|
||
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 Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Note 2
|
||
Han’s Laser
|
||
Technology Industry
|
||
Group Co., Ltd./ ɽૄ
|
||
ٰ
|
||
ʮ̡
|
||
75,586,735 75,586,735 14.38% 13.90% 29 March 2027
|
||
Shenzhen Zhongshen
|
||
Xinchuang Equity
|
||
Investment Partnership
|
||
(Limited Partnership)/
|
||
ᛆҳ
|
||
༟ΥྫΆุ (Υྫ )
|
||
33,163,265 33,163,265 6.31% 6.10% 29 March 2027
|
||
Zhaoying (Zhucheng)
|
||
Venture Capital
|
||
Partnership (Limited
|
||
Partnership)/ޮם(መ
|
||
۬)௴ุҳ༟ΥྫΆุ
|
||
(Υྫ )
|
||
11,054,420 11,054,420 2.10% 2.03% 29 March 2027
|
||
Foshan Zhaoke
|
||
Innovation Intelligent
|
||
Industry Investment
|
||
Fund Partnership
|
||
(Limited Partnership)/
|
||
௴อ౽ঐ
|
||
ΥྫΆ
|
||
ุ(Υྫ )
|
||
11,054,420 11,054,420 2.10% 2.03% 29 March 2027
|
||
Subtotal 130,858,840 130,858,840 24.90% 24.07%
|
||
Notes:
|
||
1. Each of the Shareholders listed in the above table is a pathfinder SII of the Company as defined under
|
||
Chapter.
|
||
2. 2.5 of the Guide for New Listing Applicants. Please refer to the section headed “History, Development and
|
||
Corporate Structure – Capitalization of our Company ” in the Prospectus for further details.
|
||
3. All Pathfinder SIIs shall not dispose of any of the Shares held by them within the 12 months following the
|
||
Listing Date as required under the applicable PRC laws and relevant lock-up undertakings as disclosed in the
|
||
Prospectus. In accordance with Rule 18C.14(2) of the Listing Rules, the required lock-up period commences
|
||
on the date by reference to which disclosure of its shareholding is made in the Prospectus and ends on the
|
||
date which is six months from the Listing Date.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Pre-IPO Investors
|
||
Name
|
||
Number of H –
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Beijing Guoke Ruihua Phase IV
|
||
Equity Investment Fund Partnership
|
||
Enterprise (Limited Partnership)/ ̏
|
||
Υྫ
|
||
Άุ(Υྫ )
|
||
9,735,015 1.85% 1.79% 29 March 2027
|
||
Shenzhen Baoshi Xinqiao Guoke
|
||
Ruihua Private Equity Investment
|
||
Fund Partnership Enterprise (Limited
|
||
Partnership)/
|
||
ΥྫΆุ (ࠢ
|
||
Υྫ)
|
||
9,735,015 1.85% 1.79% 29 March 2027
|
||
Mr. Liang Jianhong/҃ 18,804,660 3.58% 3.46% 29 March 2027
|
||
Fujian Min ’an Tongfu Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/͏τΝబΆุ၍ଣ
|
||
ΥྫΆุ (Υྫ )
|
||
18,658,890 3.55% 3.43% 29 March 2027
|
||
Suzhou Tengxin Venture Capital
|
||
Partnership (Limited Partnership)/ ᘽ
|
||
௴ุҳ༟ΥྫΆุ (Υ
|
||
ྫ)
|
||
11,661,810 2.22% 2.15% 29 March 2027
|
||
Yantai Xinzhen Tianying Equity
|
||
Investment Center (Limited
|
||
Partnership)/ᛆҳ༟
|
||
ʕː(Υྫ )
|
||
11,054,420 2.10% 2.03% 29 March 2027
|
||
Shenzhen Zhongxiaodan Venture
|
||
Capital Co., Ltd./ ଉέ̹ʕʃዄ௴ุ
|
||
ʮ̡
|
||
3,887,270 0.74% 0.72% 29 March 2027
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Name
|
||
Number of H –
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Shenzhen Talent Innovation
|
||
Entrepreneurship No. 3 Phase II
|
||
Equity Investment Fund Partnership
|
||
(Limited Partnership)/ ଉέ̹ɛʑ௴
|
||
Υྫ
|
||
Άุ(Υྫ )
|
||
3,887,270 0.74% 0.72% 29 March 2027
|
||
Shenzhen Toposcend Zhongxiaowei
|
||
Venture Capital Enterprise (Limited
|
||
Partnership)/ऎʕʃฆ
|
||
௴ุҳ༟Άุ (Υྫ )
|
||
6,632,655 1.26% 1.22% 29 March 2027
|
||
Guangdong Yuecai Industrial
|
||
Investment Fund Partnership
|
||
(Limited Partnership)/ຽৌପุ
|
||
ΥྫΆุ (Υྫ )
|
||
4,719,388 0.90% 0.87% 29 March 2027
|
||
Guangzhou Chuangying Jianke
|
||
Investment Partnership (Limited
|
||
Partnership)/ҳ༟Υྫ
|
||
Άุ(Υྫ )
|
||
28,317 0.01% 0.01% 29 March 2027
|
||
Foshan Pengxia Jufu Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ Нʆ̹ᘄขၳబΆุ၍
|
||
ଣΥྫΆุ (Υྫ )
|
||
10,402,330 1.98% 1.91% 29 March 2027
|
||
Shenzhen Qielou Xingwen
|
||
Management Partnership (Limited
|
||
Partnership)/ ଉέᗨБᖢ၍ଣΥྫΆ
|
||
ุ(Υྫ )
|
||
9,438,775 1.80% 1.74% 29 March 2027
|
||
Shanghai Huaqi Investment
|
||
Management Partnership (Limited
|
||
Partnership)/ ɪऎҳ༟၍ଣΥྫ
|
||
Άุ(Υྫ )
|
||
4,737,610 0.90% 0.87% 29 March 2027
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Name
|
||
Number of H –
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Shenzhen Qunte Investment Co.,
|
||
Ltd./பʮ̡
|
||
4,413,988 0.84% 0.81% 29 March 2027
|
||
Wuxi High-tech Zone Xindongneng
|
||
Industry Development Fund (Limited
|
||
Partnership)/ ೌ፼৷อਜอਗঐପุ
|
||
ږ( Υྫ )
|
||
4,719,390 0.90% 0.87% 29 March 2027
|
||
Founder Securities Investment Co.,
|
||
Ltd./ʮ̡
|
||
4,421,770 0.84% 0.81% 29 March 2027
|
||
Shenzhen Shuohang Enterprise
|
||
Management Partnership (Limited
|
||
Partnership)/ ଉέ̹၂ঘΆุ၍ଣΥ
|
||
ྫ(Υྫ )
|
||
3,178,760 0.60% 0.58% 29 March 2027
|
||
Ms. Liu Hong/ ᄎ҃ 1,751,547 0.33% 0.32% 29 March 2027
|
||
Beijing CAS Zhengdao Investment
|
||
Center (Limited Partnership)/ ̏ԯ
|
||
͍༸ҳ༟ʕː (Υྫ )
|
||
196,660 0.04% 0.04% 29 March 2027
|
||
Subtotal 142,065,540 27.03% 26.13%
|
||
Notes:
|
||
1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-allotment Option is not exercised.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Cornerstone Investors
|
||
Name
|
||
Number of H –
|
||
shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing
|
||
% of total issued
|
||
H-shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon listing Note 1
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
HHLR Advisors, Ltd. 13,802,400 2.63% 2.54% 29 September 2026
|
||
GF Fund 13,802,200 Note 3 2.63% 2.54% 29 September 2026
|
||
Morgan Stanley & Co. International
|
||
plc
|
||
4,600,800 0.88% 0.85% 29 September 2026
|
||
Samson Group Limited/ණྠϞ
|
||
ʮ̡
|
||
2,941,000 0.56% 0.54% 29 September 2026
|
||
Haojun Investment and HTCI (in
|
||
connection with Haojun Investment
|
||
OTC Swaps)
|
||
2,667,800 0.51% 0.49% 29 September 2026
|
||
Eternal Summer Consulting
|
||
Company Ltd.
|
||
2,300,400 0.44% 0.42% 29 September 2026
|
||
Shrewd Pioneer Limited 2,300,400 0.44% 0.42% 29 September 2026
|
||
Richfirm (Hong Kong) Development
|
||
Limited/ Όන(ಥ)ʮ̡
|
||
1,470,400 0.28% 0.27% 29 September 2026
|
||
VVC Technology Fund Ltd. 1,380,200 0.26% 0.25% 29 September 2026
|
||
Subtotal 45,265,600 8.61% 8.33%
|
||
Notes:
|
||
1. After taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-
|
||
allotment Option is not exercised.
|
||
2. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on 29
|
||
September 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H
|
||
Shares subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
3. The discrepancy between final number of allocated Offer Shares and disclosure in the Prospectus was due to
|
||
rounding adjustments.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
PLACEE CONCENTRATION ANALYSIS**
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over –
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
share capital
|
||
upon Listing
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
% of total
|
||
issued Share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over –
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 13,802,400 17.98% 15.22% 14.86% 12.92% 13,802,400 2.63% 2.56% 2.54% 2.48%
|
||
Top 5 42,323,800 55.15% 46.67% 45.56% 39.62% 42,323,800 8.05% 7.84% 7.79% 7.59%
|
||
Top 10 54,651,000 71.21% 60.27% 58.83% 51.15% 54,651,000 10.40% 10.13% 10.05% 9.80%
|
||
Top 25 74,413,400 96.96% 82.06% 80.10% 69.65% 74,413,400 14.16% 13.79% 13.69% 13.35%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS**
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new
|
||
H Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over –
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Share capital
|
||
upon Listing
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
% of total
|
||
issued Share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over –
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 – 0.00% 0.00% 0.00% 0.00% 159,742,800 30.39% 29.61% 29.39% 28.65%
|
||
Top 5 1,470,400 1.92% 1.62% 1.58% 1.38% 311,226,940 59.22% 57.69% 57.25% 55.82%
|
||
Top 10 29,075,000 37.88% 32.06% 31.30% 27.21% 395,765,120 75.30% 73.36% 72.80% 70.99%
|
||
Top 25 54,003,800 70.37% 59.55% 58.13% 50.55% 484,722,773 92.23% 89.85% 89.17% 86.94%
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares (of all classes) held by the H Shareholders upon
|
||
Listing.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
SHAREHOLDER CONCENTRATION ANALYSIS**
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
total shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued Share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over –
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over –
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 159,742,800 17,777,0600 32.70% 31.89%
|
||
Top 5 1,470,400 1.92% 1.62% 1.58% 1.38% 311,226,940 329,254,740 60.57% 59.06%
|
||
Top 10 29,075,000 37.88% 32.06% 31.30% 27.21% 395,765,120 413,792,920 76.12% 74.22%
|
||
Top 25 54,003,800 70.37% 59.55% 58.13% 50.55% 484,722,773 502,750,573 92.49% 90.17%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 227,070 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 ALLOCATION/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTED OF THE
|
||
TOTAL NO. OF H
|
||
SHARES APPLIED FOR
|
||
POOL A
|
||
200 46,102 2,306 out of 46,102 applicants to receive 200 H Shares 5.00%
|
||
400 39,888 3,192 out of 39,888 applicants to receive 200 H Shares 4.00%
|
||
600 7,784 818 out of 7,784 applicants to receive 200 H Shares 3.50%
|
||
800 3,614 434 out of 3,614 applicants to receive 200 H Shares 3.00%
|
||
1,000 5,085 712 out of 5,085 applicants to receive 200 H Shares 2.80%
|
||
1,200 2,948 425 out of 2,948 applicants to receive 200 H Shares 2.40%
|
||
1,400 2,384 368 out of 2,384 applicants to receive 200 H Shares 2.21%
|
||
1,600 2,225 356 out of 2,225 applicants to receive 200 H Shares 2.00%
|
||
1,800 1,340 225 out of 1,340 applicants to receive 200 H Shares 1.87%
|
||
2,000 14,358 2,513 out of 14,358 applicants to receive 200 H Shares 1.75%
|
||
3,000 3,669 695 out of 3,669 applicants to receive 200 H Shares 1.26%
|
||
4,000 3,341 649 out of 3,341 applicants to receive 200 H Shares 0.97%
|
||
5,000 5,349 1,070 out of 5,349 applicants to receive 200 H Shares 0.80%
|
||
6,000 2,907 594 out of 2,907 applicants to receive 200 H Shares 0.68%
|
||
7,000 1,552 326 out of 1,552 applicants to receive 200 H Shares 0.60%
|
||
8,000 1,503 325 out of 1,503 applicants to receive 200 H Shares 0.54%
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOCATION/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTED OF THE
|
||
TOTAL NO. OF H
|
||
SHARES APPLIED FOR
|
||
POOL A
|
||
9,000 1,275 287 out of 1,275 applicants to receive 200 H Shares 0.50%
|
||
10,000 9,596 2,208 out of 9,596 applicants to receive 200 H Shares 0.46%
|
||
20,000 7,340 2,056 out of 7,340 applicants to receive 200 H Shares 0.28%
|
||
30,000 5,167 1,628 out of 5,167 applicants to receive 200 H Shares 0.21%
|
||
40,000 3,820 1,331 out of 3,820 applicants to receive 200 H Shares 0.17%
|
||
50,000 3,266 1,199 out of 3,266 applicants to receive 200 H Shares 0.15%
|
||
60,000 3,282 1,379 out of 3,282 applicants to receive 200 H Shares 0.14%
|
||
70,000 1,789 814 out of 1,789 applicants to receive 200 H Shares 0.13%
|
||
80,000 1,835 881 out of 1,835 applicants to receive 200 H Shares 0.12%
|
||
90,000 1,510 748 out of 1,510 applicants to receive 200 H Shares 0.11%
|
||
100,000 9,067 4,534 out of 9,067 applicants to receive 200 H Shares 0.10%
|
||
200,000 9,197 8,320 out of 9,197 applicants to receive 200 H Shares 0.09%
|
||
Total: 201,193 Total number of Pool A successful applicants: 40,393
|
||
POOL B
|
||
300,000 11,350 200 H Shares plus 2,270 out of 11,350 applicants to receive an additional 200 H Shares 0.08%
|
||
400,000 3,426 200 H Shares plus 1,236 out of 3,426 applicants to receive an additional 200 H Shares 0.07%
|
||
500,000 2,170 200 H Shares plus 1,086 out of 2,170 applicants to receive an additional 200 H Shares 0.06%
|
||
600,000 1,612 200 H Shares plus 1,007 out of 1,612 applicants to receive an additional 200 H Shares 0.05%
|
||
700,000 960 200 H Shares plus 709 out of 960 applicants to receive an additional 200 H Shares 0.05%
|
||
800,000 870 200 H Shares plus 733 out of 870 applicants to receive an additional 200 H Shares 0.05%
|
||
900,000 674 200 H Shares plus 633 out of 674 applicants to receive an additional 200 H Shares 0.04%
|
||
1,000,000 1,767 400 H Shares 0.04%
|
||
1,500,000 1,030 400 H Shares plus 437 out of 1,030 applicants to receive an additional 200 H Shares 0.03%
|
||
2,019,600 2,018 400 H Shares plus 1,589 out of 2,018 applicants to receive an additional 200 H Shares 0.03%
|
||
Total: 25,877 Total number of Pool B successful applicants: 25,877
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, 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 Stock Exchange trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of the
|
||
Offer Shares (excluding any Shares issued and/or to be issued pursuant to the exercise of the Offer
|
||
Size Adjustment Option and/or Over-allotment Option) have been allocated to and taken up by
|
||
independent price setting investors in compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company will be
|
||
held by sophisticated independent investors at the time of Listing in compliance with Chapter 2.5
|
||
of the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option has been exercised by the Company in full, pursuant to which
|
||
the Company is issuing and allotting 12,117,600 additional H Shares, representing approximately
|
||
15.0% of the total number of H Shares initially available under the Global Offering, at the final
|
||
Offer Price.
|
||
Accordingly, the total number of Offer Shares finally available under the Global Offering (after
|
||
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option) that would be allotted and issued by the Company is 92,902,600
|
||
Offer Shares and the total issued share capital of the Company upon Listing (after taking into
|
||
account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option) will be 543,597,580 Shares.
|
||
The additional Offer Shares issued pursuant to the Offer Size Adjustment Option will be allocated
|
||
to the International Offering.
|
||
Reallocation
|
||
As (i) the Hong Kong Public Offering is oversubscribed by more than 50 times and (ii) the
|
||
reallocation pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described
|
||
in the section headed “Structure of the Global Offering – The Hong Kong Public Offering –
|
||
Reallocation ” of the Prospectus is exercised, the clawback arrangement is triggered and Offer
|
||
Shares were reallocated to the Hong Kong Public Offering from the International Offering, so that
|
||
the total number of Offer Shares available under the Hong Kong Public Offering is 16,157,000
|
||
Offer Shares, representing 20% of the Offer Shares initially available under the Global Offering,
|
||
assuming the Offer Size Adjustment Option is not exercised.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
Allocations of Further H Shares to close associates of existing shareholders as a cornerstone
|
||
investor and a placee with a waiver from strict compliance with Rule 10.04 of the Listing
|
||
Rules and consent under paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to, and the Stock Exchange has granted, a waiver from strict compliance
|
||
with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines
|
||
to allocate further H Shares in the International Offering to a close associate of existing
|
||
shareholder as cornerstone investor, subject to the following conditions:
|
||
(a) the Company will comply with the public float requirements of Rules 19A.13A and 18C.08
|
||
of the Listing Rules and the free float requirements of Rule 19A.13C of the Listing Rules;
|
||
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been, nor
|
||
will be directly or indirectly, given to Richfirm as a cornerstone investor by virtue of its
|
||
relationship with the Company in any allocation in the Global Offering, other than the
|
||
preferential treatment of assured entitlement under the cornerstone investment at the Offer
|
||
Price and the terms are substantially the same as other cornerstone investors; and;
|
||
(c) details of the subscription of the Offer Shares by Richfirm as Cornerstone Investor under the
|
||
Global Offering are disclosed in the Prospectus, and details of the allocation will be disclosed
|
||
in the allotment results announcement of our Company. For further information about the
|
||
relevant cornerstone investments, please refer to the section headed “Cornerstone Investors ”
|
||
in the Prospectus.
|
||
The Company has applied to, and the Stock Exchange has granted, a waiver from strict compliance
|
||
with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines
|
||
to allocate further H Shares in the International Offering to a close associate of existing
|
||
shareholder as placee, subject to the following conditions:
|
||
(a) the Company will comply with the public float requirements of Rules 19A.13A and 18C.08
|
||
of the Listing Rules and the free float requirements of Rule 19A.13C of the Listing Rules;
|
||
and
|
||
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been, nor will
|
||
be directly or indirectly, given to Yihe No. 22 as a placee by virtue of its relationship with
|
||
the Company in any allocation in the Global Offering.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to close associates of existing shareholders as a
|
||
cornerstone investor and a placee, please refer to the section headed “Allotment Results Details –
|
||
International Offering – Allotees with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines. Please refer to the section headed
|
||
“Allotment Results Details – International Offering – Allotees with Waivers/Consents Obtained ” in
|
||
this announcement for details. The Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit the
|
||
Company to allocate such Offer Shares in the International Offering to the connected clients. The
|
||
allocation of Offer Shares to such connected clients is in compliance with all the conditions under
|
||
the consent granted by the Stock Exchange. Details of the placement to connected clients are set
|
||
out below.
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a
|
||
non-discretionary basis on behalf of independent third parties
|
||
No.
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Identities of
|
||
the ultimate
|
||
beneficial owners
|
||
of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was made
|
||
(e.g. OTC total
|
||
return swaps)
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme
|
||
which is not
|
||
authorised by
|
||
the SFC or
|
||
is expected
|
||
to hold the
|
||
Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares
|
||
in issue
|
||
immediately
|
||
following the
|
||
completion
|
||
of Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
1. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
Huatai Capital
|
||
Investment
|
||
Limited
|
||
(“HTCI”)
|
||
Members
|
||
of the same
|
||
group
|
||
Please refer to
|
||
Note 1
|
||
No 8,668,600 9.33% 1.59%
|
||
2. China International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities Limited
|
||
(“CICCHKS ”)
|
||
CICC
|
||
Financial
|
||
Trading
|
||
Limited
|
||
(“CICC FT ”)
|
||
Members
|
||
of the same
|
||
group
|
||
Please refer to
|
||
Note 2
|
||
No 35,200 0.04% 0.01%
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a
|
||
discretionary basis on behalf of independent third parties
|
||
No.
|
||
Connected
|
||
Distributor Connected Clients
|
||
Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Maximum
|
||
number of
|
||
Offer Shares
|
||
(rounded down
|
||
to nearest
|
||
whole board lot
|
||
of 10 Shares) to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total Shares in
|
||
issue immediately
|
||
following the
|
||
completion of Global
|
||
Offering (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
3. ICBC International
|
||
Securities Limited
|
||
(“ICBCI ”)
|
||
ICBC UBS Asset
|
||
Management Co.,
|
||
(International) Ltd.
|
||
(“ICBC UBS ”) (Note 3)
|
||
Members of the
|
||
same group
|
||
No 311,000 0.33% 0.06%
|
||
4. ICBCI ICBC International
|
||
Fund Management
|
||
Limited ( “ICBCI
|
||
FM”) (Note 4)
|
||
Members of the
|
||
same group
|
||
No 13,800 0.01% 0.00%
|
||
5. ICBCI ICBC UBS Asset
|
||
Management
|
||
(International)
|
||
Company Limited
|
||
(“ICBC UBS
|
||
International ”) (Note 5)
|
||
Members of the
|
||
same group
|
||
No 100,600 0.11% 0.02%
|
||
6. Citic Securities
|
||
Brokerage (HK)
|
||
Limited ( “CITIC
|
||
Brokerage HK ”)
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AMC
|
||
HK”) (Note 6)
|
||
Members of the
|
||
same group
|
||
No 411,600 0.44% 0.08%
|
||
7. China Merchants
|
||
Securities (HK)
|
||
Co., Limited
|
||
(“CMS”)
|
||
Bosera Asset
|
||
Management
|
||
(International)
|
||
Co., Limited
|
||
(“Bosera Asset
|
||
Management ”) (Note 8)
|
||
Members of the
|
||
same group
|
||
No 345,000 0.37% 0.06%
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
Notes:
|
||
1. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public
|
||
offerings ( “IPOs”) in Hong Kong. However, PRC investors are permitted to invest in products issued by
|
||
appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In
|
||
connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may
|
||
participate in Hong Kong IPOs either as placees or cornerstone investors (the “Cross-border Derivatives
|
||
Trading Regime ”).
|
||
Huatai Securities Co., Ltd. ( “Huatai Securities ”), the shares of which are listed on both the Shanghai Stock
|
||
Exchange (stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the domestic securities
|
||
firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA
|
||
agreement (the “ISDA Agreement ”) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal
|
||
terms of any future total return swap between Huatai Securities and HTCI.
|
||
HTFH is a distributor of the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends
|
||
to participate in the Global Offering as a placee, will hold the beneficial interest of the Offer Shares on
|
||
a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
|
||
“Back-to-back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by
|
||
and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below),
|
||
by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the
|
||
Offer Shares ultimately to the Huatai Ultimate Clients, which in effect, HTCI will hold the beneficial interest
|
||
of the Offer Shares on behalf of the Huatai Ultimate Clients. HTFH and HTCI are indirectly wholly-owned
|
||
subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client ” of HTFH pursuant to
|
||
paragraph 1B(7) of the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai Ultimate
|
||
Clients ”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic
|
||
securities firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities,
|
||
with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai
|
||
Ultimate Clients, through its investment manager, will place a total return swap order (the “Client TRS ”) with
|
||
Huatai Securities in connection with the Company ’s IPO and Huatai Securities will place a Back-to-back TRS
|
||
order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS,
|
||
HTCI participates in the Company ’s IPO and subscribes the Offer Shares through placing order with HTFH
|
||
during the International Offering.
|
||
To the best of our knowledge and after making all reasonable enquiries, save for Yihe No. 22 Private Securities
|
||
Investment Fund ( ձ 22 ږeach of the other Huatai Ultimate Clients is an independent
|
||
third party of (i) the Company and their respective close associates thereof, and (ii) HTCI, HTFH and the
|
||
companies which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection
|
||
with the Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the contracts of the
|
||
Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject
|
||
to customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the
|
||
Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be
|
||
ultimately borne by the Huatai Ultimate Clients. HTCI will not take any economic return or bear any economic
|
||
loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic
|
||
institutional investor fund ( “QDII”) in the way that the Huatai Ultimate Clients would reap all the economic
|
||
benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure
|
||
on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and
|
||
loss of the Back-to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon
|
||
termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
|
||
termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss
|
||
on settlement date.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time
|
||
from the issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed
|
||
on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of the
|
||
Client TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and
|
||
the Huatai Ultimate Clients will receive a final settlement amount in cash in accordance with the terms and
|
||
conditions of the Back-to-back TRS and the Client TRS which should have taken into account all the economic
|
||
returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai
|
||
Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities
|
||
and the relevant Huatai Ultimate Clients, the term of the Client TRS could be extended by way of a new
|
||
issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by
|
||
way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the Huatai Ultimate Clients, each being an onshore client who places a Client
|
||
TRS order with Huatai Securities in connection with the IPO of the Company. HTCI will not exercise the voting
|
||
right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its
|
||
custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing
|
||
purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans
|
||
consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the
|
||
Offer Shares on loan at any time in order to satisfy its obligations under the Back-to-back TRS to ensure the
|
||
economic interests are ultimately passed to the Huatai Ultimate Clients.
|
||
The Huatai Ultimate Clients for purpose of this placing subscription are as follows:
|
||
(i) Ningbo Meishan Free Trade Port Zone Haojun Investment Management Co., Ltd. (ಥਜ㒊
|
||
ʮ̡ ) ( “Haojun Investment ”) and the ultimate beneficial owners are Shi Yu and Chen
|
||
Chen, each holding as to 60% and 40% of the interests, respectively. Among the 8,668,600 Offer Shares
|
||
allocated to HTCI, 2,667,800 Offer Shares will be beneficially owned by Haojun Investment.
|
||
Haojun Investment is one of the cornerstone investors of the Company. Haojun Investment will place a
|
||
Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure
|
||
under the Back-to-back TRS, HTCI participates in the Company ’s Global Offering and subscribes the
|
||
Offer Shares through placing order with HTFH during the International Offering. For details of Haojun
|
||
Investment and the cornerstone investment in the Company, please refer to the section headed “Haojun
|
||
Investment and HTCI (in connection with Haojun Investment OTC Swaps) - Cornerstone Investors ” of
|
||
the Prospectus. After the issuance of the prospectus, HTFH became a distributor of the Global Offering
|
||
and as result HTCI become a connected client of HTFH pursuant to paragraph 1B(7) of the Placing
|
||
Guidelines.
|
||
(ii) Yihe No. 22 Private Securities Investment Fund ( ձ22ږ“() Yihe No. 22 ”), a fund
|
||
management by Beijing Palace Asset Management Co., Ltd. (ʮ̡ ) ( “Palace
|
||
AM”). The ultimate beneficial owner and controlling shareholder of Palace AM is Mr. Jiang Renfei (
|
||
࠭“()Mr. Jiang ”), holding as to 66.07 of the shareholdings interests in Palace AM. Among the 8,668,600
|
||
Offer Shares allocated to HTCI, 4,236,200 Offer Shares will be beneficially owned by Yihe No. 22.
|
||
Shenzhen Qielou Xingwen Management Partnership (Limited Partnership) ( ଉέᒡᗨБᖢ၍ଣΥྫΆุ
|
||
(Υྫ )) ( “Qielou Xingwen ”) is an existing shareholder of the Company holding as to 2.09% of the
|
||
interests in the Company. Mr. Jiang holds as to 58.1341% of the partnership interests in Qielou Xingwen.
|
||
Accordingly, Palace AM, an entity controlled by Mr. Jiang, is a close associate of the Company ’s existing
|
||
shareholder Qielou Xingwen. The Company has applied for a waiver from strict compliance with Rule
|
||
10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to
|
||
permit Yihe No. 22 to participate in the Global Offering.
|
||
(iii) CSC Financial Co., Ltd., acting on behalf of the CSC “Juejin No. 1 ” Single Asset Management Plan ( ʕ
|
||
ږ1 ྌ ) ( “Juejin No. 1 ”) and the ultimate
|
||
beneficial owner is Kunlun-Western Securities Innovative Institutional Wealth Trust (ج
|
||
ৄ ), which is a pooled funds trust plan established under the laws of the PRC and administered
|
||
by Kunlun Trust Co., Ltd. (பʮ̡ ) as trustee. The sole settlor of the trust is Western
|
||
Securities Innovation Investment Co., Ltd. (ʮ̡ ), which holds 100% of the trust
|
||
benefits. For the avoidance of doubt, CSC Financial Co., Ltd. is an independent third party of CITIC
|
||
Brokerage HK pursuant to paragraph 6 of Chapter 4.15 of the Guide. Among the 8,668,600 Offer Shares
|
||
allocated to HTCI, 1,764,600 Offer Shares will be beneficially owned by Juejin No. 1.
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one
|
||
OTC swap transactions (the “OTC Swaps ”) with each other and the ultimate clients (the “CICC FT Ultimate
|
||
Clients ”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate
|
||
Clients, subject to customary fees and commissions. The OTC Swaps will be fully funded by the CICC FT
|
||
Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by
|
||
CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT
|
||
Ultimate Clients through the OTC Swaps, and CICC FT will not take part in any economic return or bear any
|
||
economic loss in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the CICC FT
|
||
Ultimate Clients may request CICC FT to redeem it at their own discretion, upon which CICC FT shall dispose
|
||
of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap.
|
||
Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights
|
||
attaching to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy. The
|
||
CICC FT Ultimate Clients for purpose of this placee subscription include Lesheng Qiangye Private Securities
|
||
Investment Fund (ږand Yuanlesheng Qiangshu Private Securities Investment Fund
|
||
(ږwhich are funds managed by Tibet Yuanlesheng Asset Management Company
|
||
Limited (ʮ̡ ).
|
||
To the best of CICC FT ’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate
|
||
Clients is an independent third party of CICC FT, CICCHKS and the companies which are members of the same
|
||
group of companies as CICCHKS.
|
||
3. ICBCI is a distributor of the Global Offering. ICBC UBS will hold the Offer Shares in its capacity as the
|
||
discretionary fund manager managing the funds on behalf of a discretionary account, who is an independent
|
||
third party of the Company, its subsidiaries, its substantial shareholders, ICBC UBS, ICBCI and the companies
|
||
which are members of the same group of ICBCI.
|
||
4. ICBCI is a distributor of the Global Offering. New Era Development Fund SPC (ږSPC) -
|
||
Dynamic Allocation Equity Fund SP ( “DAEF”) will hold the Offer Shares with ICBCI FM acting as the
|
||
discretionary fund manager for the DAEF. Each of the end investors of DAEF is an independent third party
|
||
of ICBCI FM and ICBCI (distributor of DAEF), both of which are wholly-owned subsidiaries of ICBC
|
||
International Holdings Limited.
|
||
5. ICBCI is a distributor of the Global Offering. ICBC UBS (International) will hold the Offer Shares in its
|
||
capacity as the discretionary fund manager on behalf of its underlying client, who, and its ultimate beneficial
|
||
owner holding 30% interest or more, is an independent third party of the Company, its subsidiaries, its
|
||
substantial shareholders, ICBC UBS (International), ICBCI and the companies which are members of the same
|
||
group of ICBCI.
|
||
6. CITIC Brokerage HK is a distributor of the Global Offering. China AMC HK is a member of the same group of
|
||
companies as CITIC Brokerage HK and China AMC HK is therefore considered as a connected client of CITIC
|
||
Brokerage HK pursuant to paragraph 1B(7) of Appendix F1 to the Listing Rules. China AMC HK will hold the
|
||
Offer Shares in its capacity as the discretionary fund manager managing on behalf of its underlying clients, each
|
||
of which is an independent third party of the Company, its subsidiaries, its substantial shareholders, China AMC
|
||
HK, CITIC Brokerage HK and the companies which are members of the same group of CITIC Brokerage HK.
|
||
CMS is a broker dealer of the Global Offering. Bosera Asset Management is held as to 55% by Bosera Asset
|
||
Management Co., Ltd. and 45% by China Merchants Fund Management Co., Ltd. China Merchants Securities
|
||
Co., Ltd. currently holds 49% of the equity interest of Bosera Asset Management Co., Ltd. and 45% of the
|
||
equity interest of China Merchants Fund Management Co., Ltd. CMS is a wholly-owned subsidiary of China
|
||
Merchants Securities Co., Ltd. Therefore, Bosera Asset Management is a member of same group of companies
|
||
as CMS.
|
||
Bosera Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
four sub-funds (namely, Bosera Hong Kong Equity Plus Fund (SFC Authorised Fund), Bosera Global Select
|
||
Equity Fund SP, Navigator Technology Limited IPO Mandate and Fortuna Capital Management Limited IPO
|
||
Mandate) on behalf of its underlying client. There is no investor holding 30% or more interest in Bosera Hong
|
||
Kong Equity Plus Fund (SFC Authorised Fund). The only investor holding 30% or more interest in Bosera
|
||
Global Select Equity Fund SP is Zhang Lei ( ੵཤ), holding as to 53.67% of the interest. The ultimate beneficial
|
||
owner of Navigator Technology Limited IPO Mandate is Zheng Fuhua (ڀThe ultimate beneficial owner
|
||
of Fortuna Capital Management Limited IPO Mandate is Yang Dehui.
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold (i) solely to qualified institutional buyers as defined
|
||
in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under
|
||
the U.S. Securities Act and (ii) 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 20 March 2026 issued by Guangdong
|
||
Huayan Robotics 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 Overall Coordinators (for themselves and
|
||
on behalf of the Hong Kong Underwriters and Overall Coordinators) 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 30 March 2026).
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
PUBLIC FLOAT
|
||
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is
|
||
not exercised, based on the Offer Price of HK$17.00 per Offer Share, our expected market
|
||
capitalization upon the Listing is HK$9,241 million, and the minimum prescribed public float
|
||
percentage applicable to our Shares is 16.23%.
|
||
Immediately following the completion of the Global Offering (following full exercise of the Offer
|
||
Size Adjustment Option and before any exercise of the Over-allotment Option) an aggregate
|
||
of 290,240,245 H Shares, representing approximately 53.39% of the issued share capital of our
|
||
Company will count towards the public float. Therefore, the number of H Shares held in public
|
||
hands is higher than the prescribed percentage of H Shares required to be held in public hands of
|
||
16.23% under Rule 19A.13A(1) of the Listing Rules.
|
||
Based on the final Offer Price of HK$17.00 per H Share, the Company satisfies the free float
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requirement under Rule 19A.13C of the Listing Rules.
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The Directors confirm that, immediately following the completion of the Global Offering: (i) no
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placee will, individually, be placed more than 10% of the enlarged issued share capital of our
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||
Company; (ii) there will not be any new substantial Shareholder (as defined in the Listing Rules)
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||
of our Company; (iii) the three largest public shareholders of the Company do not hold more than
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||
50% of the H Shares in public hands at the time of the Listing in compliance with Rules 8.08(3)
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||
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.
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||
COMMENCEMENT OF DEALINGS
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The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, March
|
||
30, 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 – Hong Kong Underwriting Agreement – 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 Monday,
|
||
March 30, 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 Monday, March 30, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 200 H Shares each, and the stock code of the H Shares will
|
||
be 1021.
|
||
By order of the Board
|
||
Guangdong Huayan Robotics Co., Ltd.
|
||
Mr. Wang Guangneng
|
||
Executive Director and Chairman of the Board
|
||
Hong Kong, March 27, 2026
|
||
Directors of the Company named in the application to which this announcement relates are: (i)
|
||
Mr. Wang Guangneng, Mr. Zhang Guoping and Mr. Zhang Yingtao as executive directors; (ii) Dr.
|
||
Fang Bin as non-executive director; and (iii) Dr. Wang Yihua, Dr. Huang Kai and Ms. Gao Li as
|
||
independent non-executive directors.
|