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.
1432 lines
49 KiB
Plaintext
1432 lines
49 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated May 28, 2026 (the “Prospectus ”) of Dajin Heavy Industry Co., Ltd. (΅Ϟ
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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 any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
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for detailed information about the Global Offering before deciding whether or not to invest in the Offer Shares. Any
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investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in
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the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in
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the United States or in any other jurisdictions. The Offer Shares have not been, and will not be, registered under the
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United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or securities law of
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any state or other jurisdiction of the United States. The Offer Shares may not be offered, sold, pledged or otherwise
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transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to,
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the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United
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States. The Offer Shares are being offered and sold solely outside the United States in offshore transactions in reliance
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on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited, as stabilizing manager
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(the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which
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might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
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Manager (or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a)
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will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the
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Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and
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(c) is required to be brought to an end within 30 days after the last day for lodging applications under the Hong Kong
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Public Offering (which is Thursday, July 2, 2026). Such stabilizing action, if taken, may be effected in all jurisdictions
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where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements,
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including the Securities and Futures (Price Stabilizing) Rules (Chapter 571 W of the Laws of Hong Kong), as
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amended, made under the Securities and Futures Ordinance (Chapter 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 H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Thursday, July 2, 2026).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsor-Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting
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Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time
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prior to 8:00 a.m. on the day that trading in the H Shares commences on the Stock Exchange.
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--- page 2 ---
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2
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Dajin Heavy Industry 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 in
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the Global Offering
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: 100,010,600 H Shares (taking into
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account the full exercise of
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the Offer Size Adjustment Option and
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subject to the Over-allotment Option)
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Number of Hong Kong Offer Shares : 8,696,600 H Shares
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Number of International Offer Shares : 91,314,000 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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Final Offer Price : HK$66.40 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, AFRC transaction levy of
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0.00015% and Stock Exchange trading
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fee of 0.00565%
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Nominal Value : RMB1.00 per H Share
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Stock Code : 1081
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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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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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3
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Dajin Heavy Industry Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated May 28, 2026 (the “Prospectus ”) issued Dajin
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Heavy Industry Co., Ltd. (the “Company ”).
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SUMMARY
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Company Information
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Stock code 1081
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Stock short name DAJIN
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Dealings commencement date June 5, 2026*
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* see note at the end of this announcement
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Price Information
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Final Offer Price HK$66.40
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Maximum Offer Price HK$66.40
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Offer Shares and Share Capital
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Number of Offer Shares (taking into
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account the full exercise of the Offer Size
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Adjustment Option and before exercise of
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the Over-allotment Option)
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100,010,600
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Number of Offer Shares in Hong Kong
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Public Offering
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8,696,600
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Number of Offer Shares in International
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Offering (taking into account the full
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exercise of the Offer Size Adjustment Option
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and before exercise of the Over-allotment
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Option)
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91,314,000
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Number of issued Shares upon Listing
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(before exercise of the Over-allotment
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Option)
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737,759,949
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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
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the Offer Size Adjustment Option
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13,044,800
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– International Offering 13,044,800
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The Offer Size Adjustment Option was exercised in full, pursuant to which the Company is
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issuing and allotting 13,044,800 additional Offer Shares, representing approximately 15.0% of
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the Offer Shares initially being offered under the Global Offering, at the Offer 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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Number of Offer Shares over-allocated 15,001,500
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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$6,640.70 million
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Less: Estimated listing expenses payable
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based on Final Offer Price
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HK$(175.22) million
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Net proceeds HK$6,465.48 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The Company will
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adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes
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as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus 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 122,627
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No. of successful applications 28,788
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Subscription level 134.39 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under
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the Hong Kong Public Offering
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8,696,600
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No. of Offer Shares reallocated from the
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International Offering
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0
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Final no. of Offer Shares under the Hong
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Kong Public Offering
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8,696,600
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% of Offer Shares under the Hong Kong
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Public Offering to the Global Offering
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8.70%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for the
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full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 125
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Subscription level (before taking into
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account the Offer Size Adjustment Option)
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10.68 times
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No. of Offer Shares initially available under
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the International Offering
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78,269,200
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No. of Offer Shares reallocated to the Hong
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Kong Public Offering
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0
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Final no. of Offer Shares under the
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International Offering (after taking into
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account the full exercise of the Offer Size
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Adjustment Option)
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91,314,000
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% of Offer Shares under the International
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Offering to the Global Offering (after taking
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into account the full exercise of the Offer
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Size Adjustment Option)
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91.30%
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--- page 6 ---
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6
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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(a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by
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the Stock Exchange to permit the Company to allocate certain Offer Shares in the International
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Offering to certain Existing Minority Shareholders and/or their close associates, (b) a consent
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under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants to permit the Company to allocate certain Offer Shares in the International Offering
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to connected clients, and (c) a consent under paragraph 18 of Chapter 4.15 of the Guide for
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New Listing Applicants to permit the Company to, among other things, allocate further Offer
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Shares in the International Offering to an existing Shareholder and/or its close associates and
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a Cornerstone Investor and/or its close associates, (i) none of the Offer Shares subscribed by
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the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, chief executive of the Company, Controlling Shareholders, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or their respective close associates;
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and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed
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to taking instructions from the Company, any of the Directors, chief executive of the Company,
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Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any
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of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
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or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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The places in the International Offering include the following:
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Cornerstone Investors
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Cornerstone Investors
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No. of Offer
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Shares allocated
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Approximate %
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of total issued H
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Shares after the
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Global Offering
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(after taking
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into account the
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full exercise of
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the Offer Size
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Adjustment
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Option) (1) (2)
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Approximate %
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of total issued
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Shares after the
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Global Offering
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(after taking
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into account the
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full exercise of
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the Offer Size
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Adjustment
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Option) (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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GIC Private Limited ( “GIC”)(3) 9,434,400 9.43% 1.28% Yes
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HHLRA and HIM
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HHLR Advisors, Ltd. ( “HHLRA”)(3) 2,948,200 2.95% 0.40% No
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Hillhouse Investment Management,
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Ltd. ( “HIM”) 2,948,200 2.95% 0.40% No
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Subtotal 5,896,400 5.90% 0.80%
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CPE Juniper Investment Limited
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(“CPE Juniper ”)(3) 4,716,000 4.72% 0.64% No
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UBS Asset Management
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(Singapore) Ltd. ( “UBS AM
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Singapore ”)(3) 3,537,900 3.54% 0.48% No
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--- page 7 ---
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7
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Cornerstone Investors
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No. of Offer
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Shares allocated
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Approximate %
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of total issued H
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Shares after the
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Global Offering
|
||
(after taking
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into account the
|
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full exercise of
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the Offer Size
|
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Adjustment
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Option) (1) (2)
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Approximate %
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of total issued
|
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Shares after the
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Global Offering
|
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(after taking
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into account the
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full exercise of
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the Offer Size
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Adjustment
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Option) (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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Taikang Life Insurance Co., Ltd
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(“Taikang Life ”)(3) 3,537,900 3.54% 0.48% Yes
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Eastspring
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Eastspring Investments
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(Singapore) Limited
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(“Eastspring Singapore ”)(3) 1,179,300 1.18% 0.16% Yes
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Eastspring Investments
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(Hong Kong) Limited
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(“Eastspring HK ”)(3) 707,500 0.71% 0.10% Yes
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Subtotal 1,886,800 1.89% 0.26%
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Pinpoint Asset Management
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Limited ( “Pinpoint ”) 3,537,900 3.54% 0.48% Yes
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ICBC Wealth Management Co.,
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Ltd. ( “ICBC Wealth ”) 2,358,600 2.36% 0.32% No
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Marshall Wace Asia Limited
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(“MWAL”) 2,358,600 2.36% 0.32% Yes
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Integrated Core Strategies (Asia)
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Pte. Ltd. ( “Millennium ICSA ”) 2,358,600 2.36% 0.32% Yes
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PSBC Wealth Management Co.,
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Ltd. (பʮ̡ )
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(“PSBC Wealth ”)(3) 1,415,100 1.41% 0.19% No
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Fullgoal
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Fullgoal Asset Management (HK)
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Limited ( “Fullgoal HK ”)(3) 448,100 0.45% 0.06% Yes
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Fullgoal Fund Management Co.,
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Ltd. ( “Fullgoal Fund ”)(3) 731,100 0.73% 0.10% Yes
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Subtotal 1,179,200 1.18% 0.16%
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Total 42,217,400 42.21% 5.72%
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--- page 8 ---
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8
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Notes:
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(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
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issued under the Global Offering.
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(2) Assuming the Over-allotment Option is not exercised.
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(3) In addition to the Offer Shares subscribed for as Cornerstone Investors, GIC, HHLRA, CPE Juniper, UBS AM
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Singapore, Taikang Life, Eastspring Singapore, Eastspring HK, PSBC Wealth, Fullgoal HK, Fullgoal Fund and/
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or their respective close associates were allocated further Offer Shares as placees in the International Offering.
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The number of Offer Shares as set out above only taking into account the Offer Shares allocated to them as
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Cornerstone Investors under the Global Offering. Please refer to the section headed “Allotment Results Details
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{ International Offering { Allottees with Waivers/Consents Obtained ” in this announcement for details. Only
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the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details,
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please refer to the section headed “Lock-up Undertakings { Cornerstone Investors ” in this announcement.
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Allottees with Waivers/Consents Obtained
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Investors
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No. of Offer
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Shares allocated
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Approximate %
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of total issued H
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Shares after the
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Global Offering
|
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(after taking
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into account the
|
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full exercise of
|
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the Offer Size
|
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Adjustment
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Option) (1) (2)
|
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Approximate %
|
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of total issued
|
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Shares after the
|
||
Global Offering
|
||
(after taking
|
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into account the
|
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full exercise of
|
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the Offer Size
|
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Adjustment
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Option) (2) Relationship
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Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
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1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding
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1% or more of the issued share capital of the Company immediately prior to the completion of the Global Offering
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and/or their close associates (3)
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Nil Nil Nil Nil Nil
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
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Listing Applicant in relation to allocations to connected clients (4)
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China Southern Asset Management
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Co., Ltd. ( “Southern AM")
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530,600 0.53% 0.07% Connected client
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as a placee
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Bosera Asset Management
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(International) Co., Limited
|
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(“Bosera ”)
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58,900 0.06% 0.01% Connected client
|
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as a placee
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China Merchants Fund Management
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Co., Ltd. ( “CMFM”)
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23,500 0.02% 0.003% Connected client
|
||
as a placee
|
||
CICC Financial Trading Limited
|
||
(“CICC FT ”)
|
||
2,000 0.002% 0.0003% Connected client
|
||
as a placee
|
||
|
||
|
||
--- page 9 ---
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9
|
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Investors
|
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No. of Offer
|
||
Shares allocated
|
||
Approximate %
|
||
of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (1) (2)
|
||
Approximate %
|
||
of total issued
|
||
Shares after the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (2) Relationship
|
||
Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocations of further H Shares to Cornerstone Investors (5)(6)
|
||
GIC 4,717,200 4.72% 0.64% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Eastspring Singapore 1,179,300 1.18% 0.16% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Eastspring HK 707,500 0.71% 0.10% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Taikang Life 707,500 0.71% 0.10% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Fullgoal Fund 29,400 0.03% 0.004% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Fullgoal HK 88,400 0.09% 0.01% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
HHLRA 5,896,500 5.90% 0.80% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
CPE Juniper 4,599,300 4.60% 0.62% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investors
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate %
|
||
of total issued H
|
||
Shares after the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (1) (2)
|
||
Approximate %
|
||
of total issued
|
||
Shares after the
|
||
Global Offering
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (2) Relationship
|
||
China Galaxy International
|
||
Investment Company Limited
|
||
(ʮ̡ )
|
||
(“CGII”)
|
||
1,533,000 1.53% 0.21% To subscribe and
|
||
hold the Offer
|
||
Shares for close
|
||
associates of
|
||
a Cornerstone
|
||
Investor (7)
|
||
UBS AM Singapore 5,306,800 5.31% 0.72% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
PSBC Wealth 235,700 0.24% 0.03% Same entity as
|
||
the Cornerstone
|
||
Investor
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
|
||
issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) Among the Cornerstone Investors, GIC, Taikang Life, Eastspring Singapore, Eastspring HK, Pinpoint, MWAL,
|
||
Millennium ICSA, Fullgoal HK and Fullgoal Fund are Existing Minority Shareholders or their close associate,
|
||
none of which holds more than 1% of the total issued share capital of the Company immediately prior to the
|
||
completion of the Global Offering. The Stock Exchange has granted a waiver from strict compliance with
|
||
the requirements under Rule 10.04 of the Listing Rules and paragraph 1(C)(2) of the Placing Guidelines to
|
||
permit the Company to allocate certain Offer Shares in the International Offering to certain Existing Minority
|
||
Shareholders and/or their close associates. Please refer to the section headed “Waiver – Allocation of H Shares
|
||
to Existing Minority Shareholders and Their Close Associates ” of the Prospectus and the section headed “Others/
|
||
Additional Information – Allocation of H Shares to Existing Minority Shareholders and their close associates ”
|
||
in this announcement for details.
|
||
The Stock Exchange has granted the waiver on the condition that, among other things, details of allocation
|
||
to the Existing Minority Shareholders holding more than 1% of the total issued share capital of the Company
|
||
immediately prior to the completion of the Global Offering and/or their close associates will be disclosed in the
|
||
Prospectus and/or allotment results announcement.
|
||
(4) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
|
||
New Listing Applicant in relation to allocations to connected clients, please refer to the section headed “Others/
|
||
Additional Information – Placing to connected clients with consent under paragraph 1C(1) of the Placing
|
||
Guidelines ” in this announcement.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
(5) For details of the consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations of further H Shares to Cornerstone Investors, please refer to the section headed “Others/
|
||
Additional Information – Allocations of Offer Shares to the Cornerstone Investors with consent under paragraph
|
||
18 of Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
|
||
(6) The number of Offer Shares allocated to the relevant investors only represents the number of Offer Shares
|
||
allocated to the investors as placees in the International Offering. For allocation of Offer Shares to the relevant
|
||
investors as Cornerstone Investors, please refer to the section headed “Allotment Results Details – International
|
||
Offer – Cornerstone Investors ” in this announcement.
|
||
(7) CGII will hold the Offer Shares on a non-discretionary basis under a series of swaps transactions with, its
|
||
ultimate client, namely, Yuanfeng Hongyu Private Securities Investment Fund (ږ )
|
||
and Yuanfeng Yuanjing Growth Private Securities Investment Fund (ږboth
|
||
being close associate of CPE Juniper, one of the Cornerstone Investors
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
Approximate
|
||
% of total
|
||
issued H Shares
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (1) (2)
|
||
Approximate
|
||
% of total
|
||
issued Shares
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(after taking
|
||
into account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option) (2)
|
||
Last day subject to the
|
||
lock-up undertakings (3)
|
||
Mr. Jin 7,745,625
|
||
A Shares
|
||
– 1.05% December 4, 2026 (First
|
||
Six-Month Period) (4)
|
||
June 4, 2027 (Second Six-
|
||
Month Period) (5)
|
||
Jinyin Energy 248,300,500
|
||
A Shares
|
||
– 33.66% December 4, 2026 (First
|
||
Six-Month Period) (4)
|
||
June 4, 2027 (Second Six-
|
||
Month Period) (5)
|
||
Total 256,046,125
|
||
A Shares
|
||
– 34.71%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
|
||
issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) In accordance with the applicable Listing Rules, the required lock-up for the First Six-Month Period will end on
|
||
December 4, 2026 and for the Second Six-Month Period will end on June 4, 2027.
|
||
(4) Each member of the Controlling Shareholders may dispose or transfer Shares after the indicated date subject to
|
||
that any member of the Controlling Shareholders will not cease to be a controlling shareholder (as defined in the
|
||
Listing Rules) of the Company.
|
||
(5) The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
||
indicated date.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Approximate
|
||
% of total
|
||
issued H Shares
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing (after
|
||
taking into account
|
||
the full exercise
|
||
of the Offer
|
||
Size Adjustment
|
||
Option) (1) (2)
|
||
Approximate % of
|
||
total issued Shares
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing (after
|
||
taking into account
|
||
the full exercise
|
||
of the Offer
|
||
Size Adjustment
|
||
Option) (2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (3)
|
||
GIC 9,434,400 9.43% 1.28% December 4, 2026
|
||
HHLRA 2,948,200 2.95% 0.40% December 4, 2026
|
||
HIM 2,948,200 2.95% 0.40% December 4, 2026
|
||
CPE Juniper 4,716,000 4.72% 0.64% December 4, 2026
|
||
UBS AM Singapore 3,537,900 3.54% 0.48% December 4, 2026
|
||
Taikang Life 3,537,900 3.54% 0.48% December 4, 2026
|
||
Eastspring Singapore 1,179,300 1.18% 0.16% December 4, 2026
|
||
Eastspring HK 707,500 0.71% 0.10% December 4, 2026
|
||
Pinpoint 3,537,900 3.54% 0.48% December 4, 2026
|
||
ICBC Wealth 2,358,600 2.36% 0.32% December 4, 2026
|
||
MWAL 2,358,600 2.36% 0.32% December 4, 2026
|
||
Millennium ICSA 2,358,600 2.36% 0.32% December 4, 2026
|
||
PSBC Wealth 1,415,100 1.41% 0.19% December 4, 2026
|
||
Fullgoal HK 448,100 0.45% 0.06% December 4, 2026
|
||
Fullgoal Fund 731,100 0.73% 0.10% December 4, 2026
|
||
Total 42,217,400 42.21% 5.72%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
|
||
issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) In accordance with the respective cornerstone investment agreements, the required lock-up periods will end on
|
||
December 4, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring the
|
||
Shares subscribed for pursuant to their respective cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
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
|
||
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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
H 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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 14,151,600 15.50% 13.31% 14.15% 12.30% 14,151,600 1.92% 1.88%
|
||
Top 5 49,882,900 54.63% 46.92% 49.88% 43.37% 49,882,900 6.76% 6.63%
|
||
Top 10 68,279,600 74.77% 64.22% 68.27% 59.37% 68,279,600 9.25% 9.07%
|
||
Top 25 96,286,800 105.45% 90.57% 96.28% 83.72% 96,286,800 13.05% 12.79%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
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
|
||
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
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are issued)
|
||
Number of
|
||
H 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
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are issued)
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
Top 1 14,151,600 15.50% 13.31% 14.15% 12.30% 14,151,600 1.92% 1.88% 16,020,853
|
||
Top 5 49,882,900 54.63% 46.92% 49.88% 43.37% 49,882,900 6.76% 6.63% 57,141,166
|
||
Top 10 68,279,600 74.77% 64.22% 68.27% 59.37% 68,279,600 9.25% 9.07% 75,559,966
|
||
Top 25 96,286,800 105.45% 90.57% 96.28% 83.72% 96,286,800 13.05% 12.79% 109,879,497
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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
|
||
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
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held
|
||
upon Listing
|
||
Number of
|
||
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
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 256,046,125 34.71% 34.01%
|
||
Top 5 36,792,800 40.29% 34.61% 36.79% 31.99% 36,792,800 333,011,363 45.14% 44.24%
|
||
Top 10 57,784,000 63.28% 54.35% 57.78% 50.24% 57,784,000 364,161,627 49.36% 48.38%
|
||
Top 25 85,969,000 94.15% 80.86% 85.96% 74.75% 85,969,000 418,621,623 56.74% 55.61%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon
|
||
Listing.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 122,627 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 56,672 1,701 out of 56,672 applicants to receive 100 H Shares 3.00%
|
||
200 8,402 451 out of 8,402 applicants to receive 100 H Shares 2.68%
|
||
300 4,380 330 out of 4,380 applicants to receive 100 H Shares 2.51%
|
||
400 2,710 260 out of 2,710 applicants to receive 100 H Shares 2.40%
|
||
500 3,477 402 out of 3,477 applicants to receive 100 H Shares 2.31%
|
||
600 2,115 285 out of 2,115 applicants to receive 100 H Shares 2.25%
|
||
700 6,016 922 out of 6,016 applicants to receive 100 H Shares 2.19%
|
||
800 1,521 261 out of 1,521 applicants to receive 100 H Shares 2.14%
|
||
900 1,696 321 out of 1,696 applicants to receive 100 H Shares 2.10%
|
||
1,000 7,841 1,619 out of 7,841 applicants to receive 100 H Shares 2.06%
|
||
1,500 2,692 781 out of 2,692 applicants to receive 100 H Shares 1.93%
|
||
2,000 2,006 741 out of 2,006 applicants to receive 100 H Shares 1.85%
|
||
2,500 1,332 593 out of 1,332 applicants to receive 100 H Shares 1.78%
|
||
3,000 1,404 736 out of 1,404 applicants to receive 100 H Shares 1.75%
|
||
3,500 753 458 out of 753 applicants to receive 100 H Shares 1.74%
|
||
4,000 895 619 out of 895 applicants to receive 100 H Shares 1.73%
|
||
4,500 807 624 out of 807 applicants to receive 100 H Shares 1.72%
|
||
5,000 1,445 1,221 out of 1,445 applicants to receive 100 H Shares 1.69%
|
||
6,000 975 100 H Shares 1.67%
|
||
7,000 946 100 H Shares plus 35 out of 946 applicants to receive an
|
||
additional 100 H Shares
|
||
1.48%
|
||
8,000 825 100 H Shares plus 139 out of 825 applicants to receive
|
||
an additional 100 H Shares
|
||
1.46%
|
||
9,000 731 100 H Shares plus 210 out of 731 applicants to receive
|
||
an additional 100 H Shares
|
||
1.43%
|
||
10,000 3,942 100 H Shares plus 1,545 out of 3,942 applicants to
|
||
receive an additional 100 H Shares
|
||
1.39%
|
||
20,000 1,686 200 H Shares plus 897 out of 1,686 applicants to receive
|
||
an additional 100 H Shares
|
||
1.27%
|
||
30,000 1,034 300 H Shares plus 566 out of 1,034 applicants to receive
|
||
an additional 100 H Shares
|
||
1.18%
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
40,000 716 400 H Shares plus 373 out of 716 applicants to receive
|
||
an additional 100 H Shares
|
||
1.13%
|
||
50,000 632 500 H Shares plus 285 out of 632 applicants to receive
|
||
an additional 100 H Shares
|
||
1.09%
|
||
60,000 405 600 H Shares plus 146 out of 405 applicants to receive
|
||
an additional 100 H Shares
|
||
1.06%
|
||
70,000 640 700 H Shares plus 135 out of 640 applicants to receive
|
||
an additional 100 H Shares
|
||
1.03%
|
||
Total 118,696 Total number of Pool A successful applicants: 24,857
|
||
POOL B
|
||
80,000 1,348 800 H Shares 1.00%
|
||
90,000 332 800 H Shares plus 158 out of 332 applicants to receive
|
||
an additional 100 H Shares
|
||
0.94%
|
||
100,000 1,238 800 H Shares plus 1,142 out of 1,238 applicants to
|
||
receive an additional 100 H Shares
|
||
0.89%
|
||
200,000 420 1,100 H Shares plus 252 out of 420 applicants to receive
|
||
an additional 100 H Shares
|
||
0.58%
|
||
300,000 186 1,400 H Shares plus 30 out of 186 applicants to receive
|
||
an additional 100 H Shares
|
||
0.47%
|
||
400,000 102 1,700 H Shares 0.43%
|
||
500,000 71 2,000 H Shares 0.40%
|
||
600,000 32 2,300 H Shares 0.38%
|
||
700,000 23 2,600 H Shares 0.37%
|
||
800,000 21 2,900 H Shares 0.36%
|
||
900,000 18 3,200 H Shares 0.36%
|
||
1,000,000 69 3,500 H Shares 0.35%
|
||
2,000,000 23 4,000 H Shares 0.20%
|
||
3,000,000 15 4,500 H Shares 0.15%
|
||
4,348,300 33 5,000 H Shares 0.11%
|
||
Total 3,931 Total number of Pool B successful applicants: 3,931
|
||
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 17 ---
|
||
17
|
||
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, no rebate has been, directly or
|
||
indirectly, provided by the Company, the Controlling Shareholders, Directors or syndicate
|
||
members to any placees or the public (as the case may be) and the consideration payable by them
|
||
for each Share of the Company subscribed for or purchased by them is the same as the final Offer
|
||
Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee
|
||
payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
|
||
is issuing and allotting 13,044,800 additional Offer Shares, representing approximately 15.0%
|
||
of the Offer Shares initially being offered under the Global Offering, at the Offer Price. All of
|
||
the additional Offer Shares that would be allotted and issued by the Company pursuant to the
|
||
Offer Size Adjustment Option will be allocated to the International Offering. Accordingly, the
|
||
total number of Offer Shares finally available under the Global Offering (taking into account the
|
||
full exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment
|
||
Option) will be 100,010,600 Shares.
|
||
Allocation of H Shares to Existing Minority Shareholders and their close associates
|
||
The Company applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver
|
||
from strict compliance with the requirements under Rule 10.04 and consent under Paragraph
|
||
1C(2) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the
|
||
International Offering to certain Existing Minority Shareholders and/or their close associates. Such
|
||
allocations of Offer Shares are in compliance with all the conditions under the waiver/consent
|
||
granted by the Stock Exchange.
|
||
Please refer to the section headed “Waivers – Allocation of H Shares to Existing Minority
|
||
Shareholders and their Closing Associates ” in the Prospectus for further details of the waiver and
|
||
consent.
|
||
For details of the allocations of Offer Shares to the Existing Minority Shareholders and/or their
|
||
close associates, please refer to the section headed “Allotment Results Details – International
|
||
Offering – Allottees with Waiver/Consents Obtained ” in this announcement.
|
||
Placing to connected clients with 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. Details of the placement to connected
|
||
clients are set out below. 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.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
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
|
||
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 to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Appropriate
|
||
percentage of
|
||
total
|
||
number of
|
||
Offer
|
||
Shares (taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (1)(2)
|
||
Approximate
|
||
percentage of
|
||
total
|
||
issued share
|
||
capital
|
||
in the
|
||
Company
|
||
upon Listing
|
||
(taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (2)
|
||
1. China International
|
||
Capital Corporation
|
||
Hong Kong Securities
|
||
Limited ( “CICC”)
|
||
CICC FT (3) CICC FT is a member
|
||
of the same group of
|
||
companies as CICC.
|
||
No 2,000 0.002% 0.0003%
|
||
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
|
||
Client
|
||
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
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Appropriate
|
||
percentage of
|
||
total
|
||
number of
|
||
Offer
|
||
Shares (taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (1)(2)
|
||
Approximate
|
||
percentage of
|
||
total
|
||
issued share
|
||
capital
|
||
in the
|
||
Company
|
||
upon Listing
|
||
(taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (2)
|
||
2. Huatai Financial
|
||
Holdings (Hong Kong)
|
||
Limited ( “Huatai ”)
|
||
Southern
|
||
AM (4)
|
||
Southern AM is a member
|
||
of the same group of
|
||
companies as Huatai
|
||
No 530,600 0.53% 0.07%
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
No. Connected Distributor
|
||
Connected
|
||
Client
|
||
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
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Appropriate
|
||
percentage of
|
||
total
|
||
number of
|
||
Offer
|
||
Shares (taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (1)(2)
|
||
Approximate
|
||
percentage of
|
||
total
|
||
issued share
|
||
capital
|
||
in the
|
||
Company
|
||
upon Listing
|
||
(taking
|
||
into account
|
||
the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option) (2)
|
||
3. China Merchants
|
||
Securities (HK) Co.,
|
||
Limited ( “CMS”)
|
||
Bosera (5) Bosera is a member of the
|
||
same group of companies
|
||
as CMS
|
||
Yes 58,900 0.06% 0.01%
|
||
4. CMS CMFM (6) CMFM is a member of the
|
||
same group of companies
|
||
as CMS
|
||
No 23,500 0.02% 0.003%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be
|
||
issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) CICC FT will hold the Offer Shares in its capacity as the non-discretionary fund manager on behalf of its
|
||
following client. Such client is, to the best knowledge and belief of CICC FT, an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, CICC and the companies which are members of the same
|
||
group of CICC.
|
||
Name of whom the Offer Shares will be allocated
|
||
Whether any
|
||
investor holds 30%
|
||
or more interest in
|
||
the fund
|
||
Ultimate Beneficial
|
||
Owner with 30% or
|
||
more interests and
|
||
Shareholding (%)
|
||
Shanghai Minghong Investment Management Co.,Ltd. as the
|
||
manager on behalf of Minghong No. 1 Multi-strategy Hedging
|
||
Fund No N/A
|
||
(4) Southern AM will hold the Offer Shares in its capacity as the discretionary manager on behalf of its following
|
||
clients. Each of such clients is, to the best knowledge and belief of Southern AM, an independent third party of
|
||
the Company, its subsidiaries, its substantial shareholders, Huatai and the companies which are members of the
|
||
same group of Huatai.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Name of whom the Offer Shares will be allocated
|
||
Whether any investor
|
||
holds 30% or more
|
||
interest in the fund
|
||
Ultimate Beneficial
|
||
Owner with 30% or
|
||
more interests and
|
||
Shareholding (%)
|
||
China Southern International Select Allocation Fund No N/A
|
||
China Southern Hong Kong Preference Equity Fund No N/A
|
||
China Southern Hong Kong Growth Dynamic Allocation Hybrid
|
||
Fund No N/A
|
||
China Southern China Emerging Economics Nine Months Holding
|
||
Period Hybrid Fund No N/A
|
||
(5) Bosera will hold the Offer Shares in its capacity as the discretionary fund manager managing the sub-funds
|
||
on behalf of its following clients. Each of such clients, and its respective ultimate beneficial owner(s) with
|
||
30% interest, is, to the best knowledge and belief of Bosera, an independent third party of the Company, its
|
||
subsidiaries, its substantial shareholders, CMS and the companies which are members of the same group of
|
||
CMS.
|
||
Name of whom the Offer Shares will be allocated
|
||
Whether any investor
|
||
holds 30% or more
|
||
interest in the fund
|
||
Ultimate Beneficial Owner
|
||
with 30% or more interests
|
||
and Shareholding (%)
|
||
Navigator Technology Limited IPO Mandate Yes Zheng Fuhua (ڀ100%
|
||
Fortuna Capital Management Limited IPO Mandate Yes Yang Dehui ( เᅃึ): 100%
|
||
(6) CMFM will hold the Offer Shares in its capacity as the discretionary manager on behalf of its following client.
|
||
Such client is, to the best knowledge and belief of CMFM, an independent third party of the Company, its
|
||
subsidiaries, its substantial shareholders, CMS and the companies which are members of the same group of
|
||
CMS.
|
||
Name of whom to which the Offer Shares will be allocated
|
||
Whether any
|
||
investor holds 30%
|
||
or more interest in
|
||
the fund
|
||
Ultimate Beneficial
|
||
Owner with 30% or
|
||
more interests and
|
||
Shareholding (%)
|
||
CMF PUSHENG GLOBAL ALLOCATION FUND – 007729 No N/A
|
||
Allocations of Offer Shares to the Cornerstone Investors with consent under paragraph 18 of
|
||
Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares
|
||
in the International Offering to certain Cornerstone Investors as placees, subject to the following
|
||
conditions (the “Allocation to Double-Dipping Shareholder Participants ”):
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under this exemption do not exceed
|
||
30% of the total number of Offer Shares;
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
(c) each Director, chief executive and Controlling Shareholder of the Company has confirmed
|
||
that no Offer Shares have been allocated to them or their respective close associates under
|
||
this exemption;
|
||
(d) the Allocation to Double-Dipping Shareholder Participants will not affect the Company ’s
|
||
ability to satisfy its public float requirement as prescribed by the Stock Exchange under the
|
||
waiver from strict compliance with the requirements of Rules 8.08(1)(b) and 19A.13A of the
|
||
Listing Rules; and
|
||
(e) details of the allocation to the Cornerstone Investors under this exemption will be disclosed
|
||
in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the further allocations of Offer Shares to Cornerstone Investors, please refer to
|
||
the section headed “Allotment Results Details – International Offering – Allottees with Waivers/
|
||
Consents Obtained ” in this announcement.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited 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 for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for any securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated May 28, 2026 for detailed information about
|
||
the Global Offering before deciding whether or not to invest in the Offer Shares. Any investment
|
||
decision in relation to the Offer Shares should be taken solely in reliance on the information
|
||
provided in the Prospectus.
|
||
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 or in any other jurisdictions.
|
||
The Offer Shares have not been, and will not be, registered under the United States Securities Act
|
||
of 1933 as amended from time to time (the “U.S. Securities Act ”) or securities law of any state
|
||
or other jurisdiction of the United States. The Offer Shares may not be offered, sold, pledged or
|
||
otherwise transferred within the United States, except pursuant to an available exemption from, or
|
||
in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will
|
||
be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and
|
||
sold solely outside the United States in offshore transactions in reliance on Regulation S under the
|
||
U.S. Securities Act.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsor-Overall Coordinators
|
||
(for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the
|
||
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses –
|
||
Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time prior to 8:00
|
||
a.m. on the day that trading in the H Shares commences on the Stock Exchange.
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Rule 19A.13A(2) of the Listing Rules provides that, where a new applicant is a PRC issuer with
|
||
other listed shares at the time of Listing, this will normally mean that the portion of H shares for
|
||
which Listing is sought that are held by the public, at the time of Listing, must (a) represent at least
|
||
10% of the issuer ’s total number of issued shares in the class to which H shares belong (excluding
|
||
treasury shares); or (b) have an expected market value of not less than HK$3,000,000,000. The
|
||
A Shares of the Company are listed on the Shenzhen Stock Exchange. So far as the Directors
|
||
are aware, all H Shares to be issued pursuant to the Global Offering, representing approximately
|
||
13.56% of the total issued share capital immediately upon Listing (excluding the treasury shares),
|
||
are expected to be held by the public, which is higher than the prescribed percentage of H Shares
|
||
required to be held in public hands of 10% under Rule 19A.13A(2)(a) of the Listing Rules, thereby
|
||
satisfying Rule 19A.13A(2) of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the H Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$66.40 per H Share, the Company satisfies the free float requirement under
|
||
Rule 19A.13C(2) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (i)
|
||
no placee will, individually, be placed more than 10% of the enlarged issued share capital of
|
||
the Company immediately after the Global Offering; (ii) there will not be any new substantial
|
||
Shareholder immediately after the Global Offering; (iii) the three largest public shareholders of
|
||
the Company do not hold more than 50% of the H shares in public hands at the time of the Listing
|
||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least 300
|
||
Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time)
|
||
on Friday, June 5, 2026, provided that the Global Offering has become unconditional and the right
|
||
of termination described in the section headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for termination ” in the Prospectus has not been
|
||
exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share
|
||
certificates becoming valid evidence of title do so entirely at their own risk.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Friday, June 5, 2026, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Friday, June 5, 2026. The H Shares will be traded in board lots of
|
||
100 Shares each. The stock code of the Shares is 1081.
|
||
By Order of the Board
|
||
Dajin Heavy Industry Co., Ltd.
|
||
Mr. JIN Xin
|
||
Executive Director and Chairman of the Board
|
||
Hong Kong, June 4, 2026
|
||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr. JIN
|
||
Xin, Mr. SUN Xiaole, Ms. LIU Aihua, Mr. LI Xin and Mr. JIANG Haitao as executive directors;
|
||
and (ii) Mr. CAI Meng, Mr. QU Guangjie, Ms. ZHANG Wei and Ms. LU Qiannan as independent
|
||
non-executive directors.
|