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.
1428 lines
61 KiB
Plaintext
1428 lines
61 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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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. The securities may not be offered, sold, pledged
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or otherwise transferred within the United States except pursuant to an exemption from the registration requirements
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of the U.S. Securities Act and in compliance with any applicable state securities laws. The securities are being offered
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and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities
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Act. There will be no public offer of securities in the United States.
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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. This announcement is not a prospectus. Potential investors should read the prospectus dated
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April 27, 2026 (the “Prospectus ”) issued by Cofoe Medical Technology Co., Ltd. (ʮ̡ ) (the
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“Company ”) for detailed information about the Global Offering described below before deciding whether or not to
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invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information in the Prospectus.
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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.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and on behalf
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of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
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{ Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the
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Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
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Wednesday, May 6, 2026).
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--- page 2 ---
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2
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Cofoe Medical Technology Co., Ltd.*
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 27,000,000 H Shares
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Number of Hong Kong Offer Shares : 2,700,000 H Shares
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Number of International Offer Shares : 24,300,000 H Shares
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Final Offer Price : HK$39.33 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Hong Kong Stock Exchange trading fee of
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0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 1187
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Other Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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* for identification purpose only
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--- page 3 ---
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3
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Cofoe Medical Technology Co., Ltd.*
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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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 April 27, 2026 (the “Prospectus ”) issued by
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Cofoe Medical Technology Co., Ltd. (ʮ̡ ) (the “Company ”).
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SUMMARY
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Company information
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Stock code 1187
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Stock short name COFOE
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Dealings commencement date May 6, 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$39.33
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Maximum Offer Price HK$39.33
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Offer Shares and Share Capital
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Number of Offer Shares 27,000,000
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Final Number of Offer Shares in Hong Kong Public Offering 2,700,000
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Final Number of Offer Shares in International Offering 24,300,000
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Number of issued Shares upon Listing 235,897,000
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Number of Offer Shares over-allocated (Note) 0
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Note: There is no over-allotment option in the International Offering, and no stabilization activities will be carried out
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in relation to the Global Offering.
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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$1,062.0 million
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Less: Estimated listing expenses payable based on
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Final Offer Price HK$54.9 million
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Net proceeds HK$1,007.1 million
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Note: Gross proceeds refers 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.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 105,939
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No. of successful applications 15,008
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Subscription level 399.08 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 2,700,000
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Number of Offer Shares reallocated from the International
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Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 2,700,000
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering 10.00%
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Note: For details of the final allocation of H 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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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 129
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Subscription Level 3.4 times
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No. of Offer Shares initially available under the International
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Offering 24,300,000
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Number of Offer Shares reallocated to the Hong Kong Public
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Offering 0
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Final no. of Offer Shares under the International Offering 24,300,000
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% of Offer Shares under the International Offering to
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the Global Offering 90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a 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
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to certain Existing Minority Shareholders, (b) a consent under paragraph 18 of Chapter 4.15 of
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the Guide for New Listing Applicants to permit the Company to, among other things, allocate
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further H Shares in the International Offering to certain cornerstone investors, and (c) a consent
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under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer
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Shares in the International Offering to connected clients, (i) none of the Offer Shares subscribed
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by the placees and the public have been financed directly or indirectly by the Company, any of
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the 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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--- page 6 ---
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6
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The placees 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
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Offer Shares
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allocated Note 1
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% of
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Offer Shares
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% of total issued
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share capital
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after the Global
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Offering(Note 4)
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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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Lens Technology (HK) Co. Limited (Ҧ (ಥ)ʮ̡ )
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(“Lens Technology (HK) ”) 1,990,900 7.37% 0.84% No
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Changsha Yufeng Technology Co., Ltd. (ʮ
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̡)(“Changsha Yufeng ”) 1,390,700 5.15% 0.59% Yes (Note 2)
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Vision Capital Management Co., Ltd. (ڦ(मऎ)ӷਿ
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ʮ̡ ) (“Vision Capital ”) and China Galaxy
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International Investment Company Limited ( “CGII”) (in
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connection with Vision Capital OTC Swaps) 1,296,000 4.80% 0.55% Yes (Note 2)
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Panjing Harbourview Investment Fund (ږ )
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“(Panjing Fund ”) 995,400 3.69% 0.42% No
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FR M CONSULTING CO., LTD ( “FR M CONSULTING ”) 597,200 2.21% 0.25% No
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HongKong HQD Industry Limited (ʮ̡ )
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(“HQD Industry ”) 497,700 1.84% 0.21% No
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Da Cheng International Asset Management Company Limited
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(ʮ̡ ) (“Da Cheng International ”) 398,100 1.47% 0.17% No
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Sinohealth Technology Holdings Limited (ʮ
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̡) (“Sinohealth Technology ”) 398,100 1.47% 0.17% No
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ODI TRUST LIMITED ( “ODI TRUST ”) 199,000 0.74% 0.08% No
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Huang Xuelin (؍“( )Mr. Huang ”) 995,400 3.69% 0.42% No
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Dai Jun ’an ( Ꮦඓτ) (“Mr. Dai ”) 497,700 1.84% 0.21% No
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Lu Qinchao ( ා൴) (“Ms. Lu ”) 398,100 1.47% 0.17% No
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Total 9,654,300 35.76% 4.09%
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Notes:
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(1) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to
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the relevant investors as placees (if any), please refer to the section headed “Allotment Results Details –
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International Offering – Allottees with Waiver/Consents obtained ” in this announcement.
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(2) For details of a consent under paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to
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permit the Company to allocate certain Offer Shares in the International Offering to certain Existing Minority
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Shareholders as cornerstone investor, please refer to the section headed “Others/Additional Information ” in this
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announcement.
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(3) In addition to the Offer Shares subscribed for as Cornerstone Investors, Lens Technology (HK), FR M
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CONSULTING, HQD Industry, Da Cheng International, ODI TRUST, Mr. Huang, Mr. Dai and Ms. Lu were
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allocated further Offer Shares as placees in the International Offering. Please refer to the section headed
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“Allotment Results Details – International Offering – Allottees with Waivers/Consents Obtained ” in this
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announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-
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up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone
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Investors ” in this announcement.
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(4) Not taking into account any A Shares held by the relevant investor(s).
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--- page 7 ---
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7
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Allottees with Waivers/Consents Obtained
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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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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OfferingNote 1, 3 Relationship
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Allottees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under
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paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding 1%
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or more of the issued share capital of the Company immediately prior to the completion of the Global Offering and/or their close
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associates Note 1,3
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Vision Capital Management Co., Ltd. (ڦ(म
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ऎ)ʮ̡ ) 1,296,000 4.8% 0.55%
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An Existing Minority
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Shareholder
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Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
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further H Shares to certain Cornerstone Investors Note 1
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Lens Technology (HK) Co. Limited (Ҧ
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(ಥ)ʮ̡ ) (“Lens Technology (HK) ”)
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1,951,000 7.23% 0.83% A Cornerstone Investor disclosed
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in the Prospectus.
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FR M CONSULTING CO., LTD ( “FR M
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CONSULTING ”)
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199,000 0.74% 0.08% A Cornerstone Investor disclosed
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in the Prospectus.
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HongKong HQD Industry Limited (ಥဏ༺
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ʮ̡ ) (“HQD Industry ”)
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497,700 1.84% 0.21% A Cornerstone Investor disclosed
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in the Prospectus.
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Da Cheng International Asset Management
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Company Limited (ʮ
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̡) (“Da Cheng International ”)
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318,500 1.18% 0.14% A Cornerstone Investor disclosed
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in the Prospectus.
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ODI TRUST LIMITED ( “ODI TRUST ”) 152,500 0.56% 0.06% A Cornerstone Investor disclosed
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in the Prospectus.
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Huang Xuelin (؍“( )Mr. Huang ”) 975,000 3.61% 0.41% A Cornerstone Investor disclosed
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in the Prospectus.
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Dai Jun ’an ( Ꮦඓτ) (“Mr. Dai ”) 488,000 1.81% 0.21% A Cornerstone Investor disclosed
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in the Prospectus.
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Lu Qinchao ( ා൴) (“Ms. Lu ”) 97,500 0.36% 0.04% A Cornerstone Investor disclosed
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in the Prospectus.
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Subtotal 4,679,200 17.33% 1.98%
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--- page 8 ---
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8
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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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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OfferingNote 1, 3 Relationship
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in
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relation to allocations to connected clients Note 1
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Huatai Capital Investment Limited ( “HTCI”) 119,000 0.44% 0.05% Connected client
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investing as a placee
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China Southern Asset Management Co., Ltd.
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(“CSAM”)
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995,400 3.69% 0.42% Connected client
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investing as a placee
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Guotai Junan Investments (Hong Kong) Limited
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(“GTJAI”)
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199,000 0.74% 0.08% Connected client
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investing as a placee
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Fullgoal Fund Management Co., Ltd. ( “Fullgoal
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Fund”)
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187,500 0.69% 0.08% Connected client
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investing as a placee
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Fullgoal Asset Management (HK) Limited
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(“Fullgoal HK ”)
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210,500 0.78% 0.09% Connected client
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investing as a placee
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CITIC Securities International Capital
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Management Limited ( “CSICM ”)
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20,000 0.07% 0.01% Connected client
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investing as a placee
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Shanxi Securities International Asset Management
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Limited ( “SSIAM ”)
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20,000 0.07% 0.01% Connected client
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investing as a
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placee
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Valuable Investment Limited ( “VIL”) 59,500 0.22% 0.03% Connected client
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investing as a placee
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Notes:
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(1) For details of (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 the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to Existing Minority Shareholders; (b) a consent under
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paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate certain
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Offer Shares in the International Offering to certain Cornerstone Investors; and (c) a consent under paragraph
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1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the International
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Offering to connected clients and details of ultimate clients adopting TRS arrangements, please refer to the sub-
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section relating to section headed “Others/Additional Information ” in this announcement.
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(2) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
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number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
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Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
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Results Details – International Offering – Cornerstone Investors ” in this announcement.
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(3) Among the Cornerstone Investors, Vision Capital and Changsha Yufeng are Existing Minority Shareholders,
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and Vision Capital holds more than 1% of the issued share capital of the Company immediately prior to the
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completion of the Global Offering. The Stock Exchange has granted a waiver from strict compliance with the
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requirements under Rule 10.04 of the Listing Rules and consent under Paragraph 1C(2) of the Placing Guidelines
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to permit H Shares in the International Offering to be placed to certain Existing Minority Shareholders. Please
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refer to the section headed “Waivers from Strict Compliance with the Listing Rules – Allocation of H Shares to
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Existing Minority Shareholders and Their Close Associates ” of the Prospectus for details.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number
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of Shares
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held in the
|
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Company subject
|
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to lock-up
|
||
undertakings
|
||
upon Listing
|
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Number
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||
of H Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
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% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
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% of
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total issued H
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Shares after the
|
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Global Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
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Last day subject
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||
to the lock-up
|
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undertakings Note 1
|
||
Zhang Min ( ੵઽ) (“Mr. Zhang ”) 12,114,881 0 5.14% 0% November 5, 2026 (First
|
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Sixth-Month Period) Note 1
|
||
May 5, 2027 (Second
|
||
Sixth-Month Period) Note 2
|
||
Nie Juan (ࢇ“( )Ms. Nie ”) 3,485,739 0 1.48% 0% November 5, 2026 (First
|
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Sixth-Month Period) Note 1
|
||
May 5, 2027 (Second
|
||
Sixth-Month Period) Note 2
|
||
Changsha Keyuan Tongchuang Enterprise
|
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Management Center (Limited Partnership)
|
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(๕Ν௴௴ุҳ༟ΥྫΆุ (Υ
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ྫ)) ( “Changsha Keyuan ”)
|
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12,114,881 0 5.14% 0% November 5, 2026 (First
|
||
Sixth-Month Period) Note 1
|
||
May 5, 2027 (Second
|
||
Sixth-Month Period) Note 2
|
||
Changsha Xiezihao Medical Investment Co.,
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||
Ltd. (ʮ̡ )
|
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(“Changsha Xiezihao ”)
|
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85,079,923 0 36.07% 0% November 5, 2026 (First
|
||
Sixth-Month Period) Note 1
|
||
May 5, 2027 (Second
|
||
Sixth-Month Period) Note 2
|
||
Notes:
|
||
(1) The Controlling Shareholders will cease to be prohibited from disposing of or transferring H Shares after the
|
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indicated date.
|
||
(2) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||
period ends on November 5, 2026, and for the second six-month period, on May 5, 2027.
|
||
(3) For illustrative purposes only, this subsection lists only those members of the Controlling Shareholders who
|
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hold Shares directly in the Company. Immediately upon completion of the Global Offering (without taking into
|
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account any A Shares to be issued upon exercise of the share options granted under the Employee Incentive
|
||
Schemes), Mr. Zhang, Ms. Nie, Changsha Xiezihao and Changsha Keyuan are expected to be entitled to exercise
|
||
an aggregate of approximately 47.82% voting rights in our Company. Upon Listing, each of Mr. Zhang, Ms.
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Nie, Changsha Xiezihao and Changsha Keyuan will constitute a group of the Controlling Shareholders and each
|
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of them is subject to the same lock-up as disclosed above.
|
||
|
||
|
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--- page 10 ---
|
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10
|
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Cornerstone Investors
|
||
NameNote 1
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number
|
||
of H Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding in
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Lens Technology (HK) 1,990,900 1,990,900 7.37% 0.84% November 5, 2026
|
||
Changsha Yufeng 1,390,700 1,390,700 5.15% 0.59% November 5, 2026
|
||
Vision Capital and CGII (in connection with
|
||
Vision Capital OTC Swaps) 1,296,000 1,296,000 4.80% 0.55% November 5, 2026
|
||
Panjing Fund 995,400 995,400 3.69% 0.42% November 5, 2026
|
||
FR M CONSULTING 597,200 597,200 2.21% 0.25% November 5, 2026
|
||
HQD Industry 497,700 497,700 1.84% 0.21% November 5, 2026
|
||
Da Cheng International 398,100 398,100 1.47% 0.17% November 5, 2026
|
||
Sinohealth Technology 398,100 398,100 1.47% 0.17% November 5, 2026
|
||
ODI TRUST 199,000 199,000 0.74% 0.08% November 5, 2026
|
||
Mr. Huang 995,400 995,400 3.69% 0.42% November 5, 2026
|
||
Mr. Dai 497,700 497,700 1.84% 0.21% November 5, 2026
|
||
Ms. Lu 398,100 398,100 1.47% 0.17% November 5, 2026
|
||
Sub-total 9,654,300 9,654,300 35.76% 4.09%
|
||
Notes:
|
||
(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
|
||
the Prospectus.
|
||
(2) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on November
|
||
5, 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.
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number
|
||
of H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 3,941,900 16.22% 14.60% 3,941,900 1.67%
|
||
Top 5 9,594,400 39.48% 35.53% 9,594,400 4.07%
|
||
Top 10 14,357,100 59.08% 53.17% 14,357,100 6.09%
|
||
Top 25 20,011,200 82.35% 74.12% 20,011,200 8.48%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number
|
||
of H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
Top 1 3,941,900 16.22% 14.60% 3,941,900 14.60% 3,941,900
|
||
Top 5 9,594,400 39.48% 35.53% 9,594,400 35.53% 20,276,798
|
||
Top 10 14,357,100 59.08% 53.17% 14,357,100 53.17% 25,039,498
|
||
Top 25 20,011,200 82.35% 74.12% 20,011,200 74.12% 30,693,598
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0 112,795,424 47.82%
|
||
Top 5 1,296,000 5.33% 4.80% 1,296,000 142,463,743 60.39%
|
||
Top 10 5,237,900 21.56% 19.40% 5,237,900 159,958,622 67.81%
|
||
Top 25 14,357,100 59.08% 53.17% 14,357,100 177,779,947 75.36%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Pool A Approximate
|
||
percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of H Shares of valid H Shares
|
||
applied for applications Basis of allocation/ballot applied for
|
||
100 36,115 1,806 out of 36,115 applicants to receive 100 H Shares 5.00%
|
||
200 23,947 1,592 out of 23,947 applicants to receive 100 H Shares 3.32%
|
||
300 4,338 341 out of 4,338 applicants to receive 100 H Shares 2.62%
|
||
400 2,377 210 out of 2,377 applicants to receive 100 H Shares 2.21%
|
||
500 3,566 346 out of 3,566 applicants to receive 100 H Shares 1.94%
|
||
600 1,613 169 out of 1,613 applicants to receive 100 H Shares 1.75%
|
||
700 1,122 125 out of 1,122 applicants to receive 100 H Shares 1.59%
|
||
800 1,239 146 out of 1,239 applicants to receive 100 H Shares 1.47%
|
||
900 882 109 out of 882 applicants to receive 100 H Shares 1.37%
|
||
1,000 7,327 943 out of 7,327 applicants to receive 100 H Shares 1.29%
|
||
1,500 2,064 314 out of 2,064 applicants to receive 100 H Shares 1.01%
|
||
2,000 1,745 299 out of 1,745 applicants to receive 100 H Shares 0.86%
|
||
2,500 1,517 285 out of 1,517 applicants to receive 100 H Shares 0.75%
|
||
3,000 1,246 252 out of 1,246 applicants to receive 100 H Shares 0.67%
|
||
3,500 602 130 out of 602 applicants to receive 100 H Shares 0.62%
|
||
4,000 663 151 out of 663 applicants to receive 100 H Shares 0.57%
|
||
4,500 446 107 out of 446 applicants to receive 100 H Shares 0.53%
|
||
5,000 1,393 347 out of 1,393 applicants to receive 100 H Shares 0.50%
|
||
6,000 793 213 out of 793 applicants to receive 100 H Shares 0.45%
|
||
7,000 678 194 out of 678 applicants to receive 100 H Shares 0.41%
|
||
8,000 653 198 out of 653 applicants to receive 100 H Shares 0.38%
|
||
9,000 590 187 out of 590 applicants to receive 100 H Shares 0.35%
|
||
10,000 3,384 1,120 out of 3,384 applicants to receive 100 H Shares 0.33%
|
||
20,000 1,439 633 out of 1,439 applicants to receive 100 H Shares 0.22%
|
||
30,000 940 488 out of 940 applicants to receive 100 H Shares 0.17%
|
||
40,000 573 335 out of 573 applicants to receive 100 H Shares 0.15%
|
||
50,000 521 334 out of 521 applicants to receive 100 H Shares 0.13%
|
||
60,000 406 281 out of 406 applicants to receive 100 H Shares 0.12%
|
||
70,000 332 244 out of 332 applicants to receive 100 H Shares 0.10%
|
||
80,000 331 257 out of 331 applicants to receive 100 H Shares 0.10%
|
||
90,000 225 184 out of 225 applicants to receive 100 H Shares 0.09%
|
||
100,000 1,364 1,160 out of 1,364 applicants to receive 100 H Shares 0.09%
|
||
Total 104,431 Total number of Pool A successful applicants: 13,500
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of H Shares of valid H Shares
|
||
applied for applications Basis of allocation/ballot applied for
|
||
200,000 798 600 H Shares 0.30%
|
||
300,000 176 700 H Shares plus 126 out of 176 applicants to receive
|
||
an additional 100 H Shares
|
||
0.26%
|
||
400,000 104 800 H Shares plus 84 out of 104 applicants to receive
|
||
an additional 100 H Shares
|
||
0.22%
|
||
500,000 91 1,000 H Shares 0.20%
|
||
600,000 69 1,100 H Shares plus 60 out of 69 applicants to receive
|
||
an additional 100 H Shares
|
||
0.20%
|
||
700,000 39 1,300 H Shares plus 2 out of 39 applicants to receive
|
||
an additional 100 H Shares
|
||
0.19%
|
||
800,000 23 1,400 H Shares 0.18%
|
||
900,000 15 1,500 H Shares plus 4 out of 15 applicants to receive
|
||
an additional 100 H Shares
|
||
0.17%
|
||
1,000,000 71 1,600 H Shares plus 20 out of 71 applicants to receive
|
||
an additional 100 H Shares
|
||
0.16%
|
||
1,350,000 122 2,000 H Shares plus 53 out of 122 applicants to receive
|
||
an additional 100 H Shares
|
||
0.15%
|
||
Total 1,508 Total number of Pool B successful applicants: 1,508
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its 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
|
||
Offer Share of the Company subscribed for or purchased by them is the same as the final Offer
|
||
Price determined by agreement between the Company and the Sponsor-Overall Coordinators (for
|
||
themselves and on behalf of the Underwriters), in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Existing Minority Shareholders with a waiver from the strict
|
||
compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph 1C(2)
|
||
of the Placing Guidelines
|
||
The Company has applied for, and 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 1C(2) of the Placing Guidelines to permit H Shares in the International Offering to be
|
||
placed to certain Existing Minority Shareholders.
|
||
Please refer to the section headed “Waiver from Strict Compliance with the Listing Rules and
|
||
Exemption from Compliance with the Companies (Winding up and Miscellaneous Provisions)
|
||
Ordinance – Allocation of H Shares to Existing Minority Shareholders and Their Close Associates ”
|
||
in the Prospectus for further details of the waiver and consent. The allocation of Offer Shares to
|
||
such Existing Minority Shareholders is in compliance with all the conditions under the waiver/
|
||
consent granted by the Stock Exchange.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Allocations of Offer Shares to certain Cornerstone Investors with a consent under paragraph
|
||
18 of Chapter 4.15 of the Guide
|
||
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 “Size-based Exemption ”):
|
||
(a) the final offering size of the Global Offering will be of a total value of at least HK$1 billion;
|
||
(b) each Director, chief executive and Controlling Shareholder of the Company confirms that no
|
||
Offer Shares have been allocated to them or their respective close associates under the Size-
|
||
based Exemption;
|
||
(c) the allocation to certain Cornerstone Investors and/or their close associates will not affect
|
||
the Company ’s ability to satisfy the public float requirement under Rule 19A.13A(2) of the
|
||
Listing Rules; and
|
||
(d) disclosure of details of the allocation to the Cornerstone Investors and/or their close
|
||
associates under the Size-based Exemption.
|
||
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 Cornerstone Investors, please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Waivers/Consents
|
||
Obtained ” in this announcement.
|
||
Placing to connected clients with a 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.
|
||
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 each of HTCI, CSAM, GTJAI,
|
||
Fullgoal Fund, Fullgoal HK, CSICM, SSIAM and VIL (the “Connected Clients ”) to participate in
|
||
the Global Offering as connected client and to participate in the Global Offering as a placee. The
|
||
allocation of Offer Shares to such connected clients is in compliance with all the conditions under
|
||
the consent granted by the Stock Exchange.
|
||
For details of the consents 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 “Others/Additional Information – Placing to connected clients with a consent
|
||
under paragraph 1C(1) of the Placing Guidelines ” in this announcement.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Details of the placement to connected clients are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
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
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the
|
||
Global
|
||
Offering
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1 Huatai Financial Holdings
|
||
(Hong Kong) Limited
|
||
(“HTFH”)
|
||
Huatai Capital
|
||
Investment
|
||
Limited
|
||
(“HTCI”)
|
||
HTFH is one of the Sponsor-Overall Coordinators,
|
||
Overall Coordinators, Joint Sponsors, Joint Global
|
||
Coordinators, Joint Bookrunners and Joint Lead
|
||
Managers and Capital Market Intermediaries in
|
||
connection with the Global Offering. HTFH and
|
||
HTCI are indirectly wholly-owned subsidiaries of
|
||
Huatai Securities Co. Ltd., the shares of which are
|
||
listed on both the Shanghai Stock Exchange (stock
|
||
code: 601688) and the Stock Exchange (stock code:
|
||
6886) ( “Huatai Securities ”). Accordingly, HTCI
|
||
is considered as a “connected client ” of HTFH
|
||
pursuant to paragraph 1B of the Appendix F1 to the
|
||
Listing Rules. (1)
|
||
No 119,000 0.44% 0.05%
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
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
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the
|
||
Global
|
||
Offering
|
||
2 Guotai Junan Securities (Hong
|
||
Kong) Limited ( “GTJAS”)
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJAI ”)
|
||
GTJAS is a syndicate member
|
||
who places securities of the Company in relation
|
||
to the Global Offering. GTJAI is a member of the
|
||
same group of companies as GTJAS. Accordingly,
|
||
GTJAI is considered as a “connected client ” of
|
||
GTJAS pursuant to paragraph 1B of the Appendix
|
||
F1 to the Listing Rules. (3)
|
||
No 199,000 0.74% 0.08%
|
||
3 CITIC Securities Brokerage
|
||
(HK) Limited ( “CSB”)
|
||
CITIC Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited
|
||
(“CSICM”)
|
||
CSB is syndicate member who places securities of
|
||
the Company in relation to the Global Offering.
|
||
CSICM is a member of the same group of
|
||
companies as CSB. Accordingly, CSICM is
|
||
considered as a “connected client ” of CSB pursuant
|
||
to paragraph 1B of the Appendix F1 to the Listing
|
||
Rules. (6)
|
||
No 20,000 0.07% 0.01%
|
||
4 Valuable Capital Limited
|
||
(“VCL”)
|
||
Valuable
|
||
Investment
|
||
Limited ( “VIL”)
|
||
VCL is a syndicate member who places securities of
|
||
the Company in relation to the Global Offering.
|
||
VIL is the same group of companies as VCL.
|
||
Accordingly, VIL is considered as a “connected
|
||
client ” of VCL pursuant to paragraph 1B of the
|
||
Appendix F1 to the Listing Rules. (8)
|
||
No 59,500 0.22% 0.03%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
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
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1 HTFH China Southern Asset
|
||
Management Co.,
|
||
Ltd. ( “CSAM”)
|
||
HTFH is one of the
|
||
Sponsor-Overall
|
||
Coordinators, Overall
|
||
Coordinators, Joint
|
||
Sponsors, Joint Global
|
||
Coordinators, Joint
|
||
Bookrunners and
|
||
Joint Lead Managers
|
||
and Capital Market
|
||
Intermediaries in
|
||
connection the Global
|
||
Offering. CSAM is held
|
||
by Huatai Securities
|
||
as to 41.16%, which
|
||
wholly owns HTFH.
|
||
As such, CSAM and
|
||
HTFH is a member
|
||
of the same group of
|
||
companies. Accordingly,
|
||
CSAM is considered
|
||
as a “connected client ”
|
||
of HTFH pursuant to
|
||
paragraph 1B of the
|
||
Appendix F1 to the
|
||
Listing Rules. (2)
|
||
No 995,400 3.69% 0.42%
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
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
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
2 Shanxi Securities
|
||
International
|
||
Limited ( “SSI”)
|
||
Shanxi Securities
|
||
International Asset
|
||
Management
|
||
Limited ( “SSIAM”)
|
||
SSI is syndicate member
|
||
who places securities of
|
||
the Company in relation
|
||
to the Global Offering.
|
||
Both SSI and SSIAM
|
||
are ultimately controlled
|
||
by Shanxi Securities
|
||
International Financial
|
||
Holdings ( “SSIFH ”).
|
||
Accordingly, SSIAM
|
||
is considered as a
|
||
“connected client ” of SSI
|
||
pursuant to paragraph 1B
|
||
of the Appendix F1 to the
|
||
Listing Rules. (7)
|
||
No 20,000 0.07% 0.01%
|
||
3 GTJAS and Haitong
|
||
International
|
||
Securities Company
|
||
Limited ( “Haitong ”)
|
||
Fullgoal Fund
|
||
Management Co.,
|
||
Ltd. ( “Fullgoal
|
||
Fund”)
|
||
GTJAS and Haitong are
|
||
syndicate members
|
||
who place securities
|
||
of the Company in
|
||
relation to the Global
|
||
Offering. Fullgoal
|
||
Fund is a member of
|
||
the same group of
|
||
companies as GTJAS and
|
||
Haitong, respectively.
|
||
Accordingly, Fullgoal
|
||
Fund is considered as
|
||
a “connected client ”
|
||
of GTJAS and Haitong
|
||
pursuant to paragraph 1B
|
||
of the Appendix F1 to the
|
||
Listing Rules. (4)
|
||
Yes 187,500 0.69% 0.08%
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
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
|
||
Approximate
|
||
percentage
|
||
of total
|
||
number of
|
||
Offer Shares
|
||
under the
|
||
Global
|
||
Offering
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
4 GTJAS and Haitong Fullgoal Asset
|
||
Management (HK)
|
||
Limited ( “Fullgoal
|
||
HK”)
|
||
GTJAS and Haitong are
|
||
syndicate members who
|
||
place securities of the
|
||
Company in relation
|
||
to the Global Offering.
|
||
Fullgoal HK is a member
|
||
of the same group of
|
||
companies as GTJAS and
|
||
Haitong, respectively.
|
||
Accordingly, Fullgoal
|
||
HK is considered as a
|
||
“connected client ” of
|
||
GTJAS and Haitong
|
||
pursuant to paragraph 1B
|
||
of the Appendix F1 to the
|
||
Listing Rules. (5)
|
||
Yes 210,500 0.78% 0.09%
|
||
Notes:
|
||
(1) Huatai Capital Investment Limited ( “HTCI”) is a member of the same group of Huatai Financial Holdings (Hong
|
||
Kong) Limited ( “HTFH”).
|
||
HTFH is one of the Overall Coordinators, Joint Sponsors, Sponsor-Overall Coordinators, Joint Global
|
||
Coordinators, Joint Bookrunners, Joint Lead Managers and Capital Market Intermediaries in connection with the
|
||
Global Offering. Pursuant to an ISDA Agreement (the “ISDA Agreement ”), HTCI, which intends to participate
|
||
in the Global Offering as a placee, will hold the beneficial interest of the H 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 Client (as defined below), by which, HTCI will, subject to customary
|
||
fees and commissions, pass the full economic exposure of the Shares to the Huatai Ultimate Client, which in
|
||
effect, HTCI will hold the beneficial interest of the Shares on behalf of the Huatai Ultimate Client. Accordingly,
|
||
HTCI is considered as a “connected client ” of HTFH pursuant to paragraph 1B of the Placing Guidelines.
|
||
The offshore investor (the “Huatai Ultimate Client ”), through its investment manager, will place a total
|
||
return swap order (the “Client TRS ”) with HTCI in connection with the Company ’s IPO. In order to hedge its
|
||
exposure under the Client TRS, HTCI participates in the Company ’s IPO and subscribes the Shares through
|
||
placing order with HTFH during the International Offering.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
The purpose of HTCI to subscribe for the H Shares is for hedging the Client TRS order placed by the Huatai
|
||
Ultimate Client. Pursuant to the terms of the Client TRS, during the tenor of the Client TRS, subject to
|
||
customary fees and commissions, all economic returns of the H Shares will be passed to the Huatai Ultimate
|
||
Client through the Client TRS and all economic loss shall be borne by the Huatai Ultimate Client. HTCI will
|
||
not take any economic return or bear any economic loss in relation to the H Shares.
|
||
The Huatai Ultimate Client 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 H Shares are listed on
|
||
the Stock Exchange at its own discretion. Upon the termination upon maturity or early termination of the Client
|
||
TRS by the Huatai Ultimate Client, HTCI will dispose the H Shares on the secondary market and the Huatai
|
||
Ultimate Client will receive a final settlement amount of the Client TRS in cash in accordance with the terms
|
||
and conditions of the Client TRS which should have taken into account all the economic returns or economic
|
||
loss in relation to the Shares. If upon the maturity of the Client TRS, the Huatai Ultimate Client intends to
|
||
extend the investment period, subject to further agreement between HTCI and the relevant Huatai Ultimate
|
||
Client, the term of the Client TRS could be extended 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 H Shares by itself, and pass through
|
||
the economic exposure to the Huatai Ultimate Client, being a client who places a Client TRS order with HTCI
|
||
in connection with the IPO of the Company. HTCI will not exercise the voting right of the H Shares during the
|
||
tenor of the Client TRS.
|
||
During the life of the Client TRS, HTCI may continue to hold the H Shares in its custodian account, or to hold
|
||
some or all of the H Shares in a prime brokerage account for stock borrowing purposes, where HTCI will lend
|
||
out its holding of underlying H 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 Shares on loan at any time in order to
|
||
satisfy its obligations under the Client TRS to ensure the economic interests are ultimately passed to the Huatai
|
||
Ultimate Client.
|
||
The Huatai Ultimate Client and its respective ultimate beneficial owner holding 30% or more interest include:
|
||
Huatai Ultimate Client UBO with 30% or more interests
|
||
PRIME GAIN OFC SUB AC PRIME GAIN FUND II Wu Bing
|
||
The general partner of the Huatai Ultimate Client is Jinluo Securities Limited, whose ultimate beneficial owner
|
||
is Wu Bing.
|
||
HTCI has confirmed that, to the best of their knowledge, (i) each of the Huatai Ultimate Client and the ultimate
|
||
beneficial owner holding 30% or more interest of the Huatai Ultimate Client listed above is an independent
|
||
third party of (a) the Company, the connected person or the associates thereof; and (b) HTCI, HTFH and the
|
||
companies which are members of the same group of companies as HTFH, and (ii) HTCI is not a collective
|
||
investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of
|
||
such scheme.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
(2) CSAM, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset
|
||
management business, will hold the Offer Shares as the independent agent and discretionary manager of certain
|
||
QDII funds for each of its funds (the “CSAM Ultimate Clients ”).
|
||
The CSAM Ultimate Clients and their respective ultimate beneficial owners include:
|
||
CSAM Ultimate Clients UBO with 30% or more interests
|
||
China Southern Hong Kong Growth Fund
|
||
(ৣໄ૿Υ )
|
||
No single UBO with 30% or more interest
|
||
China Southern China New Economy 9-Month Holding Period
|
||
Hybrid Fund (QDII) (˙ʕอጳ 9 Ϟಂ૿Υ
|
||
(QDII))
|
||
No single UBO with 30% or more interest
|
||
China Southern Global Dynamic Allocation Fund
|
||
(ୃ (QDI1-FOF))
|
||
No single UBO with 30% or more interest
|
||
CSAM has confirmed that, to the best of their knowledge, (i) the CSAM Ultimate Clients and the ultimate
|
||
beneficial owners holding 30% or more interest of the CSAM Ultimate Clients listed above is an independent
|
||
third party of (a) the Company, the connected person or the associates thereof; and (b) CSAM, HTFH and the
|
||
companies which are members of the same group of companies as HTFH, and (ii) CSAM is not a collective
|
||
investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of
|
||
such scheme.
|
||
(3) It is proposed that GTJAI participates as placee to subscribe for the Offer Shares under the International
|
||
Offering (the “GTJAI Subscription ”).
|
||
In relation to the GTJAI Subscription, GTJAI shall hold the Offer Shares for hedging purpose as the single
|
||
underlying asset of a back-to-back total return swap transaction (the “GTHT Back-to-back TRS ”) to be entered
|
||
into between GTJAI and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent ”) in connection
|
||
with a total return swap order (the “GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and
|
||
ultimate client (the “GTHT Onshore Ultimate Client ”), respectively. Such GTHT Client TRS is to be fully
|
||
funded by the GTHT Onshore Ultimate Client. GTJAI will hold the Offer Shares on a non-discretionary basis
|
||
for the purpose of hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS
|
||
only. During the tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the
|
||
GTHT Onshore Ultimate Client and all economic losses shall be borne by the GTHT Onshore Ultimate Client,
|
||
subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and GTJAI will
|
||
not take part in any economic return or bear any economic loss in relation to the price of the Offer Shares. The
|
||
GTHT Onshore Ultimate Client may request to redeem the Offer Shares at their own discretion, upon which
|
||
GTJAI shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash
|
||
in accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents.
|
||
Due to its internal policy, GTJAI will not exercise the voting right attaching to the Offer Shares during the tenor
|
||
of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
The GTHT Onshore Ultimate Client and their respective ultimate beneficial owners include:
|
||
GTHT Onshore Ultimate Client UBO with 30% or more interests
|
||
CICC JINJIA No.1 Collective Asset Management Plan
|
||
(ྗ 1 ྌ )
|
||
No single UBO with 30% or more interest
|
||
The fund manager of the GTHT Onshore Ultimate Clients is China International Capital Corporation Limited ( ʕ
|
||
ʮ̡ ), whose ultimate controller is the State Council of the PRC, whereas its investment
|
||
managers are Wang Chen ( ˮೠ) and Wang Ning ( ˮྐྵ).
|
||
GTJAI has confirmed that, to the best of their knowledge, (i) the GTJA Onshore Ultimate Client and the
|
||
ultimate beneficial owners holding 30% or more interest of the GTJA Onshore Ultimate Client listed above is
|
||
an independent third party of (a) the Company, the connected person or the associates thereof; and (b) GTJAI,
|
||
GTJAS and the companies which are members of the same group of companies as GTJAS, and (ii) GTJAI is not
|
||
a collective investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on
|
||
behalf of such scheme.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
(4) It is proposed that Fullgoal Fund participates as placee to subscribe for the Offer Shares under the International
|
||
Offering (the “Fullgoal Subscription ”).
|
||
In relation to the Fullgoal Subscription, Fullgoal Fund will hold the Offer Shares in its capacity as the
|
||
discretionary fund manager on behalf of its funds (the “Fullgoal Ultimate Clients ”).
|
||
The Fullgoal Ultimate Clients and their respective ultimate beneficial owners include:
|
||
Fullgoal Ultimate Clients
|
||
Whether the Fund
|
||
is a Collective
|
||
Investment
|
||
Scheme
|
||
Whether the
|
||
Scheme is
|
||
Publicly Marketed
|
||
Fund
|
||
Manager
|
||
UBO of Fund
|
||
Manager with
|
||
30% or more
|
||
interests
|
||
UBO of Fullgoal
|
||
HK Ultimate
|
||
Clients with 30%
|
||
or more interest
|
||
ICBC Fullgoal global technology & internet fund
|
||
(ICBC Global Tech)
|
||
Yes Yes Fullgoal Fund N/A No single UBO with 30% or more
|
||
interest
|
||
ICBC Fullgoal China Small & Mid Cap (HK listed)
|
||
Equity Fund (ICBC China SMC)
|
||
Yes Yes Fullgoal Fund N/A No single UBO with 30% or more
|
||
interest
|
||
Fullgoal Fund has confirmed that, to the best of their knowledge, (i) the Fullgoal Ultimate Clients and the
|
||
ultimate beneficial owners holding 30% or more interest of the Fullgoal Ultimate Clients listed above is an
|
||
independent third party of (a) the Company, the connected person or the associates thereof; and (b) Fullgoal
|
||
Fund, GTJAS, Haitong and the companies which are members of the same group of companies as GTJAS and
|
||
Haitong, respectively, and (ii) each of ICBC Global Tech and ICBC China SMC is a collective investment
|
||
scheme which is not authorised by the SFC.
|
||
(5) It is proposed that Fullgoal HK participates as placee to subscribe for the Offer Shares under the International
|
||
Offering (the “Fullgoal HK Subscription ”).
|
||
In relation to the Fullgoal HK Subscription, Fullgoal HK will hold the Offer Shares in its capacity as the
|
||
discretionary fund manager on behalf of its funds (the “Fullgoal HK Ultimate Clients ”). Each of FCOF, BMO
|
||
and FCGSF (as defined below) is a collective investment scheme which is not authorised by the SFC, whereas
|
||
FHKCEF (as defined below) is not a collective investment scheme which is not authorised by the SFC nor is
|
||
expected to hold the Offer Shares on behalf of such scheme
|
||
Fullgoal HK Ultimate Clients and their respective ultimate beneficial owners include:
|
||
Fullgoal HK Ultimate Clients
|
||
Whether the
|
||
Fund is a
|
||
Collective
|
||
Investment Scheme
|
||
Whether the
|
||
Scheme is
|
||
Publicly Marketed Fund Manager
|
||
UBO of Fund
|
||
Manager with
|
||
30% or more
|
||
interests
|
||
UBO of the Fullgoal
|
||
HK Ultimate Clients
|
||
Fullgoal China Opportunities Fund (FCOF) Yes Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate beneficial owners are
|
||
three investors which are entities
|
||
and funds, namely (1) China
|
||
Everbright Fortune Investment
|
||
Limited; (2) L Industries Limited;
|
||
and (3) Orient Sun Rise Fund Series
|
||
SPC – Orient Sun Rise Enhanced
|
||
Balanced Fund Segregated
|
||
Portfolio, each with 30% or more
|
||
interest therein. None of the
|
||
aforesaid entities has a single UBO
|
||
with 30% or more interest.
|
||
BMO Greater China Fund (BMO) Yes Yes Fullgoal HK Fullgoal Fund No single UBO with 30% or more
|
||
interest.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
Fullgoal HK Ultimate Clients
|
||
Whether the
|
||
Fund is a
|
||
Collective
|
||
Investment Scheme
|
||
Whether the
|
||
Scheme is
|
||
Publicly Marketed Fund Manager
|
||
UBO of Fund
|
||
Manager with
|
||
30% or more
|
||
interests
|
||
UBO of the Fullgoal
|
||
HK Ultimate Clients
|
||
Fullgoal China Growth Select Fund (FCGSF) Yes Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate beneficial owner with
|
||
30% or more interest is Zhao Xue
|
||
Ming.
|
||
The University of Hong Kong-Hong Kong and China
|
||
Equity Fund (FHKCEF)
|
||
No Not publicly marketed Fullgoal HK Fullgoal Fund The ultimate beneficial owner with
|
||
30% or more interest is The
|
||
University of Hong Kong.
|
||
Fullgoal HK has confirmed that, to the best of their knowledge, the Fullgoal HK Ultimate Clients and the
|
||
ultimate beneficial owners holding 30% or more interest of the Fullgoal HK Ultimate Clients listed above is
|
||
an independent third party of (a) the Company, the connected person or the associates thereof; and (b) Fullgoal
|
||
HK, GTJAS, Haitong and the companies which are members of the same group of companies as GTJAS and
|
||
Haitong, respectively.
|
||
(6) It is proposed that CSICM participates as placee to subscribe for the Offer Shares under the International
|
||
Offering (the “CSICM Subscription ”).
|
||
In relation to the CSICM Subscription, CSICM will act as the single counterparty of several back-to-back total
|
||
return swap transactions (the “CSICM Back-to-back TRS ”) to be entered into by it in connection with total
|
||
return swap orders (the “CSICM Client TRS ”) placed and fully funded by its investors (the “CSICM Ultimate
|
||
Clients ”), by which CSICM will pass the full economic exposure of the Offer Shares placed to the CSICM
|
||
Ultimate Clients. As confirmed by CSICM, CSICM will hold the legal title and beneficial interest in the Offer
|
||
Shares, but will contractually agree to pass on the full economic exposure and return of the Offer Shares to the
|
||
CSICM Ultimate Clients, on a non-discretionary basis. The CSICM Ultimate Clients may exercise their early
|
||
termination rights to terminate the CSICM Client TRS at any time from the trade date of the CSICM Client TRS
|
||
which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final
|
||
maturity or termination of the CSICM Client TRS by the CSICM Ultimate Clients, CSICM will dispose of the
|
||
Offer Shares on the secondary market and the CSICM Ultimate Clients will receive a final termination amount
|
||
of the CSICM Back-to-back TRS which will have taken into account all the economic returns or economic loss
|
||
in relation to the Offer Shares and the fixed amount of transaction fees of the CSICM Back-to-back TRS and
|
||
the CSICM Client TRS. Due to its internal policy, CSICM will not exercise the voting right of the Offer Shares
|
||
during the terms of the CSICM Back-to-back TRS.
|
||
The CSICM Ultimate Clients and their respective ultimate beneficial owners include:
|
||
CSICM Ultimate Clients UBO with 30% or more interests
|
||
LW Investment II Xu Chong
|
||
LW Investment III N/A
|
||
The general partner of the LW Investment II and LW Investment III are Red Dot Asset Management Pte. Ltd.,
|
||
whose ultimate beneficial owners are Chan Hock Eng and Xie Dahong.
|
||
CSICM has confirmed that, to the best of their knowledge, (i) the CSICM Ultimate Clients and the ultimate
|
||
beneficial owners holding 30% or more interest of the CSICM Ultimate Clients listed above is an independent
|
||
third party of CSICM, CSB and the companies which are members of the same group of companies as CSB, and
|
||
(ii) CSICM is not a collective investment scheme which is not authorised by the SFC nor is expected to hold the
|
||
Offer Shares on behalf of such scheme.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
(7) It is proposed that SSIAM participates as placee to subscribe for the Offer Shares under the International
|
||
Offering (the “SSIAM Subscription ”).
|
||
In relation to the SSIAM Subscription, SSIAM will hold the Offer Shares in its capacity as the discretionary
|
||
fund manager on behalf of its investors.
|
||
The ultimate client of SSIAM is Chen Jun (ڲwho is also the ultimate beneficial owner of SSIAM with
|
||
30% or more interest therein.
|
||
SSIAM has confirmed that, to the best of their knowledge, (i) the ultimate client of SSIAM and the ultimate
|
||
beneficial owner holding 30% or more interest of the ultimate client of SSIAM listed above is an independent
|
||
third party of (a) the Company, the connected person or the associates thereof; and (b) SSIAM, SSI, SSIFH and
|
||
the companies which are members of the same group of companies as SSIFH, and (ii) SSIAM is not a collective
|
||
investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of
|
||
such scheme.
|
||
(8) It is proposed that VIL participates as placee to subscribe for the Offer Shares under the International Offering
|
||
(the “VIL Subscription ”).
|
||
In relation to the VIL Subscription, VIL and its investor, who is also the ultimate beneficial owner (the “VIL
|
||
Ultimate Client ”), have entered into a series of cross border over-the-counter swap transactions (collectively,
|
||
the “VIL Client TRS ”) with each other pursuant to which VIL will hold the Offer Shares on a non-discretionary
|
||
basis to hedge the VIL Client TRS while the economic risks and returns of the underlying Offer Shares are
|
||
passed to the VIL Ultimate Client, subject to customary fees and commission.
|
||
The VIL Ultimate Client and ultimate beneficial owner are Guo Jing, who holds 30% or more interest therein.
|
||
VIL has confirmed that, to the best of their knowledge, (i) the VIL Ultimate Client and the ultimate beneficial
|
||
owner holding 30% or more interest of the VIL Ultimate Client listed above is an independent third party of (a)
|
||
the Company, the connected person or the associates thereof; and (b) VCL, VIL and the companies which are
|
||
members of the same group of companies as VCL, and (ii) VIL is not a collective investment scheme which is
|
||
not authorised by the SFC nor is expected to hold the Offer Shares on behalf of such scheme.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
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 or in any other jurisdictions. The securities mentioned herein 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 securities may not be offered, sold, pledged
|
||
or otherwise transferred within 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. The securities are being offered
|
||
and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities
|
||
Act. There will be no public offer of securities in the United States.
|
||
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
|
||
April 27, 2026 (the “Prospectus ”) issued by Cofoe Medical Technology Co., Ltd. (ʮ̡ ) (the
|
||
“Company ”) for detailed information about the Global Offering described below before deciding whether or not to
|
||
invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken
|
||
solely in reliance on the information in the Prospectus. The Company has not been and will not be registered under the
|
||
U.S. Investment Company Act of 1940, as amended.
|
||
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
|
||
defined in the Prospectus.
|
||
Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and on behalf
|
||
of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
|
||
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
|
||
{ Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
|
||
Wednesday, May 6, 2026).
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, the total number of the 27,000,000
|
||
H Shares expected to be held by the public represents approximately 11.67% of the total issued
|
||
share capital of our Company (excluding 4,496,131 A Shares repurchased by our Company
|
||
as treasury shares as of the date of this announcement), which is higher than the prescribed
|
||
percentage of H Shares required to be held in public hands of 10.00% under Rule 19A.13A(2)(a) of
|
||
the Listing Rules. Based on the above, it is expected that our Company will satisfy the public float
|
||
requirements as required under Rule 19A.13A(2) of the Listing Rules.
|
||
Considering that the final Offer Price is fixed at the Offer Price of HK$39.33 per Offer Share, save
|
||
for 9,654,300 H Shares (representing approximately 4.17% of our total issued Shares immediately
|
||
upon completion of the Global Offering, excluding 4,496,131 A Shares repurchased by our
|
||
Company as treasury shares as of the date of this announcement) to be issued to the cornerstone
|
||
investors that are subject to disposal restrictions for a period of six months from the Listing Date,
|
||
the remaining 17,345,700 H Shares, representing approximately 7.50% of the total issued share
|
||
capital of our Company (excluding 4,496,131 A Shares repurchased by our Company as treasury
|
||
shares as of the date of this announcement), with an expected market value of approximately
|
||
HK$682 million, which is higher than HK$600 million under Rule 19A.13C of the Listing
|
||
Rules, will not be subject to any disposal restrictions (whether under contract, the Listing Rules,
|
||
applicable laws or otherwise) at the time of the Listing. Our Company will satisfy the free float
|
||
requirement under Rule 19A.13C of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (i)
|
||
no placee will, individually, be placed more than 10% of the enlarged issued share capital of
|
||
the Company immediately after the Global Offering; (ii) there will not be any new substantial
|
||
Shareholder immediately after the Global Offering; (iii) the three largest public shareholders of
|
||
the Company do not hold more than 50% of the 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.
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, May
|
||
6, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting – Underwriting Arrangements
|
||
and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus has
|
||
not been exercised. Investors who trade the H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of H Share certificates or prior to the H Share certificates becoming
|
||
valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday,
|
||
May 6, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Wednesday, May 6, 2026 (Hong Kong time). The H Shares will be
|
||
traded in board lots of 100 H Shares each, and the stock code of the H Shares will be 1187.
|
||
By order of the Board
|
||
Cofoe Medical Technology Co., Ltd.
|
||
Mr. ZHANG Min
|
||
Executive Director and Chairman of the Board
|
||
Hong Kong, May 5, 2026
|
||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr.
|
||
ZHANG Min, Mr. ZHANG Zhiming, Mr. XUE Xiaoqiao and Mr. HE Bangjie as executive
|
||
directors; and (ii) Mr. NING Huabo, Ms. SHEN Nan and Mr. Zhou Rong as independent non-
|
||
executive directors.
|