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.
1162 lines
47 KiB
Plaintext
1162 lines
47 KiB
Plaintext
--- page 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 December 2, 2024 (the “Prospectus ”) of Mao Geping Cosmetics Co., Ltd. ( ˣˑ̻ʷ
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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 described below before deciding whether or not to invest in
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the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
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information provided in 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
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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, or (1) solely to qualified
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institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration
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under the U.S. Securities Act and (2) outside the United States unless in compliance with Regulation S under the U.S.
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Securities Act. There will be no public offer of securities in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited
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as stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
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such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
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may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
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any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
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regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an
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end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday,
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January 4, 2025). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do
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so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
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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 Saturday, January 4, 2025).
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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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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Overall Coordinator
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(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
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{ Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the
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Prospectus at any time prior to 8:00 a.m. on the Listing Date.
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--- page 2 ---
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Mao Geping Cosmetics 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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: 78,423,400 H Shares (taking into
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account the partial exercise of the
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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 : 39,211,700 H Shares (taking into account
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the partial exercise of the Offer
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Size Adjustment Option and as
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adjusted after reallocation)
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Number of International Offer Shares : 39,211,700 H Shares (taking into account
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the partial exercise of the Offer Size
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Adjustment Option, as adjusted
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after reallocation and subject to the
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Over-allotment Option)
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Final Offer Price : HK$29.80 per H Share,
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plus brokerage of 1.0%,
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SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015%
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and a Stock Exchange trading fee of
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0.00565%
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Nominal value : RMB0.50 per H Share
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Stock code : 1318
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Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners Joint Lead Managers
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--- page 3 ---
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1
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MAO GEPING COSMETICS CO., LTD.
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毛戈平化妝品股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated December 2 , 2024 (the “ Prospectus”) issued by Mao Geping
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Cosmetics Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of H Shares traded and should exercise extreme caution when
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dealing in the H Shares.
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SUMMARY
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Company Information
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Stock code 1318
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Stock short name MAO GEPING
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Dealings commencement date December 10, 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$29.80
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Offer Price Range HK$26.30 - HK$29.80
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares (taking into account
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the partial exercise of the Offer Size
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Adjustment Option and subject to the Over-
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allotment Option)
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78,423,400
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Number of Offer Shares in Hong Kong Public
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Offering (taking into account the partial
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exercise of the Offer Size Adjustment Option
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and as adjusted after reallocation)
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39,211,700
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Number of Offer Shares in International
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Offering (taking into account the partial
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exercise of the Offer Size Adjustment Option,
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as adjusted after reallocation and subject to the
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Over-allotment Option)
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39,211,700
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Number of issued Shares upon Listing (before
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any exercise of the Over-allotment Option)
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478,423,400
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The number of Offer Shares above is determined after taking into account the additional Offer Shares issued
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under the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize Option)
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Number of additional Shares issued under the
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option
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7,835,200
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- Hong Kong Public Offering 3,917,600
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- International Offering 3,917,600
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The Offer Size Adjustment Option has be en partially exercised by the Company , pursuant to which the
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Company is issuing and allotting 7,835,200 additional Offer Shares, representing approximately 11.10%
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of the total number of Offer Shares initially available under the Global Offering, at the final Offer Price.
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--- page 4 ---
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2
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Over-allocation
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No. of Offer Shares over-allocated 11,763,500
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Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases in
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the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will be
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made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$2,337.02 million
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Less: Estimated listing expenses payable
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based on Final Offer Price
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HK$(149.76) million
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Net proceeds HK$2,187.26 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
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and the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and
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Use of Proceeds” of the Prospectus on a pro rata basis. During the Track Record Period, the listing
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expenses of RMB16.51 million has been charged to the consolidated statements of profit or loss of the
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Company, therefore the actual net proceeds received by the Company will be HK$2,205.12 million.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 69,601
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No. of successful applications 69,601
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Subscription level 919.18 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the
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Hong Kong Public Offering
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7,058,900
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No. of Offer Shares reallocated from the
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International Offering (claw-back)
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28,235,200
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Final no. of Offer Shares under the Hong Kong
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Public Offering (taking into account the partial
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exercise of the Offer Size Adjustment Option
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and as adjusted after reallocation)
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39,211,700
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% of Offer Shares under the Hong Kong Public
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Offering to the Global Offering
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50.00%
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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.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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3
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INTERNATIONAL OFFERING
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No. of placees 167
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Subscription Level 30.34 times
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No. of Offer Shares initially available under the
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International Offering
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63,529,300
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No. of Offer Shares reallocated to the Hong
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Kong Public Offering (claw-back)
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28,235,200
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Final no. of Offer Shares under the
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International Offering (taking into account the
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partial exercise of the Offer Size Adjustment
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Option and as adjusted after reallocation)
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39,211,700
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% of Offer Shares under the International
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Offering to the Global Offering
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50.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, Supervisors, 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 ; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors, Supervisors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of its subsid iaries or
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their respective close associates in relation to the acquisition, disposal, voting or other disposition of Shares
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registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
|
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Shares (Note 1)
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% of total
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issued H
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Shares after
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the Global
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Offering (Note 1)
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% of total
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issued Shares
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after the
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Global
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Offering (Note 1)
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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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CPE
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Investment XV
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Limited (“CPE
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Investment”)
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9,140,600 11.66% 3.66% 1.91% No
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Loyal Valley
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Capital
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(“LVC”)
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5,223,200 6.66% 2.09% 1.09% No
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Seraphim
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Advantage Inc.
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(“Seraphim
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Advantage”)
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3,917,400 5.00% 1.57% 0.82% No
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IvyRock Asset
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Management
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(HK) Limited
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(“IvyRock”)
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2,611,600 3.33% 1.04% 0.55% No
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Brilliant
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Partners Fund
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LP and China
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Core Fund
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2,611,600 3.33% 1.04% 0.55% No
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--- page 6 ---
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4
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Mega Prime
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Development
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Limited
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(“Mega
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Prime”)
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2,611,600 3.33% 1.04% 0.55% No
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Total 26,116,000 33.30% 10.44% 5.46%
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Note:
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1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
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of the Over-allotment Option.
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Allotees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares (Note 1)
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% of total
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issued H
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Shares after
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the Global
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Offering (Note 1)
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% of total
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issued Shares
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after the
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Global
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Offering (Note 1) Relationship
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Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to connected clients (Note 2)
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CICC Financial
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Trading
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Limited
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(“CICC FT”)
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286,000 0.36% 0.11% 0.06% Connected
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client
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Huatai Capital
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Investment
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Limited
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(“HTCI”)
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68,400 0.09% 0.03% 0.01% Connected
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client
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China Southern
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Asset
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Management
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Co., Ltd.
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(“China
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Southern”)
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65,000 0.08% 0.03% 0.01% Connected
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client
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Guotai Junan
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Investments
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(Hong Kong)
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Limited
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(“GTJA
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Investments”)
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940,000 1.20% 0.38% 0.20% Connected
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client
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Notes:
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1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
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of the Over-allotment Option.
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2. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the
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Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the
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section headed “Others / Additional Information – Placing to Connected Clients with a Prior
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Consent under Paragraph 5(1) of the Placing Guidelines” in this announcement.
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--- page 7 ---
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5
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Shares
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held in the
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Company subject
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to lock-up
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undertakings upon
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Listing
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% of total issued
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H Shares subject
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to lock-up
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undertakings upon
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Listing (Note 1)
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% of total issued
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Shares subject to
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lock-up
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undertakings upon
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Listing (Note 1)
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Last day subject to
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the lock-up
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undertakings
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Mr. Mao (Note 2) 174,520,000
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(including
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60,840,000 H
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Shares)
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24.33% 36.48% December 9, 2025
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(Note 3)
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Ms. Wang (Not e2) 45,375,200
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(including
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15,818,400 H
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Shares)
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6.33% 9.48% December 9, 2025
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(Note 3)
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Jiachi Investment
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(Note 2)
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6,960,000 H
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Shares
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2.78% 1.45% December 9, 2025
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(Note 3)
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Dijing Investment
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(Note 2)
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2,200,000 H
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Shares
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0.88% 0.46% December 9, 2025
|
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(Note 3)
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Total 229,055,200
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(including
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85,818,400 H
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Shares)
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34.32% 47.88%
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Notes:
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1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
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of the Over-allotment Option.
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2. As of the date of this announcement, Mr. Mao and Ms. Wang are collectively interested in
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approximately 57.26% of the Company’s total issued Shares, comprising (i) 43.63% of its total
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issued Share directly held by Mr. Mao, (ii) 11.34% of its total issued Share directly held by Ms.
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Wang, (iii) 0.55% of the total issued Shares controlled by Mr. Mao and Ms. Wang indirectly through
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Dijing Investment which is controlled by Ms. Wang and Mr. Mao as to 35.45% and 10%,
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respectively, with Mr. Mao acting as its general partner, and (iv) 1.74% of its total issued Shares
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controlled by Ms. Wang indirectly through Jiachi Investment, in which Ms. Wang as its general
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partner shall have the ultimate decision making power and de facto control on Jiachi Investment’s
|
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voting rights in the Company in the general partner arrangement. Therefore, Mr. Mao, Ms. Wang,
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Dijing Investment and Jiachi Investment will constitute a group of Controlling Shareholders of the
|
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Company upon Listing.
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3. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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In accordance with the relevant Listing Rules and guidance materials, the required lock -up for the
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first six month period ends on June 9, 2025 and for the second six-month period ends on December
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9, 2025.
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||
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--- page 8 ---
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6
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Pre-IPO Investors
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Name
|
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Number of Shares
|
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held in the
|
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Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
H Shares subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
% of total issued
|
||
Shares subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
Last day subject to
|
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the lock-up
|
||
undertakings
|
||
Ms. Yao Zhihong 7,680,000 H
|
||
Shares
|
||
3.07% 1.61% December 9, 2025
|
||
(Note 2)
|
||
Shenzhen Dushi 5,860,000
|
||
(including
|
||
1,465,000 H
|
||
Shares)
|
||
0.59% 1.22% December 9, 2025
|
||
(Note 2)
|
||
Mr. Cao Guoxiong 4,320,000 H
|
||
Shares
|
||
1.73% 0.90% December 9, 2025
|
||
(Note 2)
|
||
Suzhou Jinhong 3,940,000 H
|
||
Shares
|
||
1.58% 0.82% December 9, 2025
|
||
(Note 2)
|
||
Total 21,800,000
|
||
(including
|
||
17,405,000 H
|
||
Shares)
|
||
6.96% 4.56%
|
||
Notes:
|
||
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option.
|
||
2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
Other Existing Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
H Shares subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
% of total issued
|
||
Shares subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings
|
||
Ms. Mao Niping 45,375,200
|
||
(including
|
||
15,818,400
|
||
H Shares)
|
||
6.33% 9.48% December 9, 2025
|
||
(Note 2)
|
||
Ms. Mao Huiping 38,394,400
|
||
(including
|
||
13,384,800
|
||
H Shares)
|
||
5.35% 8.03% December 9, 2025
|
||
(Note 2)
|
||
Mr. Wang Lihua 24,432,800
|
||
(including
|
||
8,517,600
|
||
H Shares)
|
||
3.41% 5.11% December 9, 2025
|
||
(Note 2)
|
||
Ms. Song
|
||
Hongquan
|
||
20,942,400
|
||
(including
|
||
10,711,200
|
||
H Shares)
|
||
4.28% 4.38% December 9, 2025
|
||
(Note 2)
|
||
Mr. Xu Kejun 10,000,000
|
||
H Shares
|
||
4.00% 2.09% December 9, 2025
|
||
(Note 2)
|
||
|
||
|
||
--- page 9 ---
|
||
7
|
||
Mr. Ding Tao 10,000,000 H
|
||
Shares
|
||
4.00% 2.09% December 9, 2025
|
||
(Note 2)
|
||
Total 149,144,800
|
||
(including
|
||
68,432,000 H
|
||
Shares)
|
||
27.37% 31.18%
|
||
Notes:
|
||
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option.
|
||
2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of H
|
||
Shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
H Shares subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
% of total issued
|
||
Shares subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing (Note 1)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings
|
||
CPE Investment 9,140,600 3.66% 1.91% June 9, 2025 (Note 2)
|
||
LVC 5,223,200 2.09% 1.09% June 9, 2025 (Note 2)
|
||
Seraphim
|
||
Advantage 3,917,400 1.57% 0.82%
|
||
June 9, 2025 (Note 2)
|
||
IvyRock 2,611,600 1.04% 0.55% June 9, 2025 (Note 2)
|
||
Brilliant Partners
|
||
Fund LP and China
|
||
Core Fund 2,611,600 1.04% 0.55%
|
||
June 9, 2025 (Note 2)
|
||
Mega Prime 2,611,600 1.04% 0.55% June 9, 2025 (Note 2)
|
||
Total 26,116,000 10.44% 5.46%
|
||
Notes:
|
||
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option.
|
||
2. The expiry day of the lock -up period shown in the table above is pursuant to the relevant
|
||
Cornerstone Investment Agreements.
|
||
|
||
|
||
--- page 10 ---
|
||
8
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 9,140,600 23.31% 17.93% 11.66% 10.14% 9,140,600 1.91% 1.86%
|
||
Top 5 23,504,400 59.94% 46.11% 29.97% 26.06% 23,504,400 4.91% 4.79%
|
||
Top 10 30,671,000 78.22% 60.17% 39.11% 34.01% 30,671,000 6.41% 6.26%
|
||
Top 25 38,302,800 97.68% 75.14% 48.84% 42.47% 38,302,800 8.01% 7.81%
|
||
Note:
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 11 ---
|
||
9
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of H
|
||
Shares held
|
||
upon Listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Number of H
|
||
Shares held
|
||
upon Listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 - 0.00% 0.00% 0.00% 0.00% 85,818,400 17.94% 17.51%
|
||
Top 5 - 0.00% 0.00% 0.00% 0.00% 135,732,800 28.37% 27.69%
|
||
Top 10 14,363,800 36.63% 28.18% 18.32% 15.93% 176,294,200 36.85% 35.96%
|
||
Top 25 33,709,000 85.97% 66.13% 42.98% 37.38% 205,364,400 42.93% 41.90%
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
10
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
Shares
|
||
allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as % of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
as % of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 - 0.00% 0.00% 0.00% 0.00% 85,818,400 229,055,200 47.88% 46.73%
|
||
Top 5 - 0.00% 0.00% 0.00% 0.00% 134,250,400 358,200,000 74.87% 73.07%
|
||
Top 10 9,140,600 23.31% 17.93% 11.66% 10.14% 172,536,000 400,880,600 83.79% 81.78%
|
||
Top 25 33,709,000 85.97% 66.13% 42.98% 37.38% 205,364,400 433,709,000 90.65% 88.48%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
11
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 69,601 valid applications made by the
|
||
public will be conditionally allocated on the basis set out below:
|
||
Number of H
|
||
Shares applied for
|
||
Number of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate %
|
||
allotted of the total no.
|
||
of H Shares applied for
|
||
POOL A
|
||
100 12,061 100 H Shares 100.00%
|
||
200 2,331 100 H Shares plus 70 out of 2,331 to
|
||
receive additional 100 H Shares 51.50%
|
||
300 2,984 100 H Shares plus 104 out of 2,984 to
|
||
receive additional 100 H Shares 34.50%
|
||
400 907 100 H Shares plus 40 out of 907 to
|
||
receive additional 100 H Shares 26.10%
|
||
500 1,432 100 H Shares plus 72 out of 1,432 to
|
||
receive additional 100 H Shares 21.01%
|
||
600 926 100 H Shares plus 76 out of 926 to
|
||
receive additional 100 H Shares 18.03%
|
||
700 463 100 H Shares plus 88 out of 463 to
|
||
receive additional 100 H Shares 17.00%
|
||
800 437 100 H Shares plus 123 out of 437 to
|
||
receive additional 100 H Shares 16.02%
|
||
900 328 100 H Shares plus 115 out of 328 to
|
||
receive additional 100 H Shares 15.01%
|
||
1,000 2,515 100 H Shares plus 1,006 out of 2,515 to
|
||
receive additional 100 H Shares 14.00%
|
||
1,500 1,859 200 H Shares 13.33%
|
||
2,000 1,753 200 H Shares plus 351 out of 1,753 to
|
||
receive additional 100 H Shares 11.00%
|
||
2,500 1,220 200 H Shares plus 305 out of 1,220 to
|
||
receive additional 100 H Shares 9.00%
|
||
3,000 3,076 200 H Shares plus 1,230 out of 3,076 to
|
||
receive additional 100 H Shares 8.00%
|
||
3,500 915 200 H Shares plus 412 out of 915 to
|
||
receive additional 100 H Shares 7.00%
|
||
4,000 947 200 H Shares plus 568 out of 947 to
|
||
receive additional 100 H Shares 6.50%
|
||
4,500 674 200 H Shares plus 472 out of 674 to
|
||
receive additional 100 H Shares 6.00%
|
||
5,000 1,886 200 H Shares plus 1,415 out of 1,886 to
|
||
receive additional 100 H Shares 5.50%
|
||
6,000 1,459 300 H Shares 5.00%
|
||
7,000 1,151 300 H Shares plus 173 out of 1,151 to
|
||
receive additional 100 H Shares 4.50%
|
||
8,000 937 300 H Shares plus 187 out of 937 to
|
||
receive additional 100 H Shares 4.00%
|
||
9,000 710 300 H Shares plus 170 out of 710 to
|
||
receive additional 100 H Shares 3.60%
|
||
10,000 5,988 300 H Shares plus 1,796 out of 5,988 to
|
||
receive additional 100 H Shares 3.30%
|
||
20,000 4,215 400 H Shares 2.00%
|
||
|
||
|
||
--- page 14 ---
|
||
12
|
||
30,000 1,638 400 H Shares plus 819 out of 1,638 to
|
||
receive additional 100 H Shares 1.50%
|
||
40,000 1,061 500 H Shares 1.25%
|
||
50,000 958 600 H Shares 1.20%
|
||
60,000 925 700 H Shares 1.17%
|
||
70,000 718 800 H Shares 1.14%
|
||
80,000 911 900 H Shares 1.13%
|
||
90,000 392 1,000 H Shares 1.11%
|
||
100,000 1,726 1,100 H Shares 1.10%
|
||
150,000 2,223 1,300 H Shares 0.87%
|
||
61,726 Total number of Pool A successful applicants: 61,726
|
||
POOL B
|
||
200,000 2,830 1,400 H Shares plus 16 out of 2,830 to
|
||
receive additional 100 H Shares 0.70%
|
||
250,000 1,762 1,500 H Shares 0.60%
|
||
500,000 1,067 2,500 H Shares 0.50%
|
||
750,000 456 3,100 H Shares 0.41%
|
||
1,000,000 818 3,300 H Shares 0.33%
|
||
2,000,000 403 5,400 H Shares 0.27%
|
||
3,529,400 539 7,500 H Shares 0.21%
|
||
|
||
7,875 Total number of Pool B successful applicants: 7,875
|
||
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 H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the public
|
||
(as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by them was the
|
||
same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and
|
||
Stock Exchange trading fee payable.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option and Reallocation
|
||
The Offer Size Adjustment Option has been partially exercised by the Company, pursuant to which the
|
||
Company is issuing and allotting 7,835,200 additional Offer Shares, representing approximately 11.10% of
|
||
the total number of Offer Shares initially available under the Global Offering, at the final Offer Price.
|
||
As the Hong Kong Public Offering has been oversubscribed by more than 100 times, the reallocation as
|
||
described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering –
|
||
Reallocation” of the Prospectus has been applied. The additional Offer Shares that would be allotted and
|
||
issued by the Company pursuant to the partial exercise of the Offer Size Adjustment Option will be allocated
|
||
between the International Offering and the Hong Kong Public Offering according to the 50:50 ratio.
|
||
As a result of the above, the total number of Offer Shares finally available under the Global Offering ( taking
|
||
into account the partial exercise of the Offer Size Adjustment Option, as adjusted after reallocation and before
|
||
any exercise of the Over-allotment Option) that would be allotted and issued by the Company is 78,423,400
|
||
|
||
|
||
--- page 15 ---
|
||
13
|
||
Offer Shares and the total issued share capital of the Company upon Listing (taking into account the partial
|
||
exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option) will be
|
||
478,423,400 Shares. The total number of Offer Shares finally available under the Hong Kong Public Offering
|
||
(taking into account the partial exercise of the Offer Size Adjustment Option and as adjusted after reallocation)
|
||
is 39,211,700 Offer Shares, representing 50% of the total number of Offer Shares available under the Global
|
||
Offering (taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option).
|
||
Placing to Connected Clients with a Prior Consent under Paragraph 5(1) of the Placing Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of certain distributors
|
||
pursuant to the Placing Guidelines. Details of the placement to connected clients are set out below.
|
||
|
||
|
||
--- page 16 ---
|
||
14
|
||
Placee
|
||
Connected
|
||
distributor Relationship
|
||
Whether the
|
||
connected client
|
||
will hold beneficial
|
||
interests of Offer
|
||
Shares on a non-
|
||
discretionary or
|
||
discretionary basis
|
||
for independent
|
||
third parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
connected client
|
||
% of Offer Shares
|
||
(Note 1)
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
(Note 1)
|
||
CICC FT (Note 2) China International
|
||
Capital Corporation
|
||
Hong Kong
|
||
Securities Limited
|
||
(“CICCHKS”)
|
||
CICC FT is a
|
||
member of the same
|
||
group of companies
|
||
as CICCHKS
|
||
Non-discretionary
|
||
basis
|
||
286,000 0.36% 0.06%
|
||
HTCI (Notes 3) Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
HTCI is a member
|
||
of the same group
|
||
of companies as
|
||
HTFH
|
||
Non-discretionary
|
||
basis
|
||
68,400 0.09% 0.01%
|
||
China Southern (Note
|
||
4)
|
||
HTFH China Southern is a
|
||
member of the same
|
||
group of HTFH
|
||
Discretionary basis 65,000 0.08% 0.01%
|
||
GTJA Investments
|
||
(Note 5)
|
||
Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“GTJA HK”)
|
||
GTJA Investments
|
||
is a member of the
|
||
same group of
|
||
companies as GTJA
|
||
HK
|
||
Non-discretionary
|
||
basis
|
||
940,000 1.20% 0.20%
|
||
Notes:
|
||
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment Option.
|
||
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta -one OTC swap transactions (the “ OTC
|
||
Swaps”) with each other and the ultimate clients (the “ CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non -
|
||
discretionary basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate
|
||
Clients, subject to customary fees and commissions. The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC
|
||
Swaps, all economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be
|
||
borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not take part in any economic return or bear any economic loss in
|
||
relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients may request CICC FT to redeem it at their
|
||
own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the
|
||
|
||
|
||
--- page 17 ---
|
||
15
|
||
OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer
|
||
Shares during the terms of the OTC Swaps according to its internal policy.
|
||
3. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“IPOs”) in Hong Kong. However,
|
||
PRC investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross -border derivatives trading
|
||
activities. In connection with such products, the licensed domestic securitie s firms, through their Hong Kong affiliates, may participate in Hong Kong
|
||
IPOs either as placees or cornerstone investors (the “ Cross-border Derivatives Trading Regime”). Huatai Securities Co., Ltd. (“ Huatai Securities”),
|
||
the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the
|
||
domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA agreement (the “ISDA
|
||
Agreement”) with its indirectly wholly-owned subsidiary, HTCI to set out the principal terms of any future total return swap between Huatai Securities
|
||
and HTCI. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a placee, will hold the Offer Shares on a non-
|
||
discretionary basis as the single underlying holder under a back-to-back total return swap (the “Back-to-back TRS”) to be entered by HTCI in connection
|
||
with a Client TRS (as defined below) placed by and f ully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined
|
||
below), by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate Clients, which in effe ct, HTCI will hold the
|
||
beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients. Pursuant to the Cross-border Derivatives Trading Regime, the onshore
|
||
investors (the “Huatai Ultimate Clients”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic securities
|
||
firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities, with the Offer Shares as the underlying assets. Instead
|
||
of directly subscribing for the Offer Shares, the Huatai Ul timate Clients will place a total return swap order (the “ Client TRS”) with Huatai Securities
|
||
in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order
|
||
to hedge its exposure under the Back-to-back TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares through placing order with
|
||
HTFH during the International Offering. To the best knowledge of HTCI after making all reasonable enquiries, each of the Huatai Ultimate Clients is an
|
||
independent third party of the Company and their respective associates. The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back -
|
||
to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the contract s of the Back-to-back
|
||
TRS and the Client TRS, duri ng the tenor of the Back -to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed to the
|
||
Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be borne by the Huatai Ultimate Clients. HTCI
|
||
will not take any economic return or bear any economic loss in relation to the Offer Shares. Investment in the Back-to-back TRS and the Client TRS is
|
||
similar to the investment in a qualified domestic institutional investor fund (“ QDII”) in the way that the Huatai Ultimate Clients would reap all the
|
||
economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exch ange rate exposure on both the notional value of
|
||
the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back -to-back TRS and the Client TRS factor into account
|
||
the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
|
||
termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date. The Huatai Ultimate
|
||
Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be on or after
|
||
the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client TRS by the
|
||
Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Clients will rece ive a final termination
|
||
amount of the Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares. If upon
|
||
the maturity of the Client TRS, the Huatai Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities
|
||
and the relevant Huatai Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai
|
||
Securities will extend the term of the Back -to-back TRS by way of a new issuance or a tenor extension. It is proposed that HTCI will hold the legal title
|
||
|
||
|
||
--- page 18 ---
|
||
16
|
||
and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Ultimate Clients, ea ch being an onshore client
|
||
who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. Due to i ts internal policy, HTCI will not exercise the
|
||
voting right of the Offer Shares during the tenor of the Back-to-back TRS. During the life of the Client TRS and Back-to-back TRS, HTCI may continue to
|
||
hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing purposes. As
|
||
permitted under the contractual arrangement with the Huatai Ultimate Clients, HTCI will lend out its holding of underlying Of fer Shares in the form of
|
||
stock borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan
|
||
at any time in order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests to be passed to the Huatai Ultimate Clients will
|
||
remain unchanged.
|
||
4. China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset manage ment business, will hold
|
||
the Offer Shares as the independent agent and discretionary manager of certain QDII funds.
|
||
5. GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of a cross border delta one back-to-back total return
|
||
swap transaction (the “ GTJA Back-to-back TRS”) to be entered into between GTJA Investments and Guotai Junan Securities Co. Ltd. (“ GTJAS”) in
|
||
connection with a total return swap order (the “ GTJA Client TRS”) to be entered into by GTJAS and the GTJA onshore clients (the “ GTJA Onshore
|
||
Clients”). Such GTJA Client TRS is to be fully funded by the GTJA Onshore Clients. The full economic exposure of the Offer Shares wi ll be passed to
|
||
GTJAS and accordingly to the GTJA Onshore Clients under the GTJA Back-to-back TRS and GTJA Client TRS, which in effect, GTJA Investments will
|
||
hold the beneficial interest of the Offer Shares on behalf of GTJAS (and accordingly the GTJA Onshore Clients). The GTJA Onshore Clients may exercise
|
||
an early termination right to early terminate the GTJA Client TRS at any time from the trade date of the GTJA Client TRS which should be on or after the
|
||
date on which the Offer Shares are listed on the Hong Kong Stock Exchange. Accordingly, GTJAS may exercise an early termin ation right to early
|
||
terminate the GTJA Back-to-back TRS at any time from the trade date of the GTJA Back -to-back TRS which should be on or after the date on which the
|
||
Offer Shares are listed on the Hong Kong Stock Exchange. Upon the final maturity or earl y termination of the GTJA Client TRS by the GTJA Onshore
|
||
Clients and accordingly the final maturity or early termination of the GTJA Back-to-back TRS by GTJAS, GTJA Investments will dispose the Offer Shares
|
||
on the secondary market and the GTJA Onshore Clie nts ultimately will receive a final termination amount of the GTJA Client TRS, which should have
|
||
taken into account all the economic returns or economic loss in relation to the Offer Shares, the fixed amount in relation to the GTJA Back-to-back TRS
|
||
and the GTJA Client TRS. GTJA Investments will hold the legal title and the voting right of the Offer Shares by itself and pass throu gh the economic
|
||
exposure to GTJAS and accordingly the GTJA Onshore Clients.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of the Placing Guidelines to permit
|
||
the Company to allocate such Offer Shares in the International Offering to the connected clients liste d above. 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 19 ---
|
||
PUBLIC FLOAT
|
||
The Stock Exchange has granted the Company a waiver from strict compliance with the minimum
|
||
public float requirement under Rule 8.08(1)(a) of the Listing Rules so that the minimum public
|
||
float of the Company will be the higher of (a) 18.70%, being the percentage of H Shares held by
|
||
the public upon completion of the Global Offering (assuming the Conversion of Unlisted Shares
|
||
into H Shares is completed); and (b) such percentage of H Shares to be held by the public upon
|
||
any exercise of the Offer Size Adjustment Option and/or the Over-allotment Option (assuming the
|
||
Conversion of Unlisted Shares into H Shares is completed).
|
||
Immediately after the completion of the Global Offering (taking into account the partial exercise
|
||
of the Offer Size Adjustment Option and before any exercise of the Over-allotment Option), the
|
||
number of H Shares held in public hands represents approximately 20.03% of the total issued share
|
||
capital of the Company.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (taking
|
||
into account the partial exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option), (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 (as defined in the Listing Rules) 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. on Tuesday, December
|
||
10, 2024 (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 Tuesday,
|
||
December 10, 2024 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Tuesday, December 10, 2024 (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 1318.
|
||
By order of the Board
|
||
Mao Geping Cosmetics Co., Ltd.
|
||
MAO Geping
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, December 9, 2024
|
||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr.
|
||
MAO Geping, Ms. WANG Liqun, Ms. MAO Niping, Ms. MAO Huiping, Mr. WANG Lihua and
|
||
Ms. SONG Hongquan as executive directors; and (ii) Mr. GU Jiong, Mr. HUANG Hui and Mr. LI
|
||
Hailong as independent non-executive directors.
|
||
|
||
|
||
--- page 20 ---
|
||
18
|
||
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 not for release, publication, distribution, directly or indirectly, in or into the United
|
||
States (including its territories and possessions, any state of the United States and the District of Columbia).
|
||
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
|
||
for securities in the United States. The securities mentioned herein have not been, and will not be, registered
|
||
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities may
|
||
not be offered or sold in the United States except pursuant to an exemption from the registration
|
||
requirements of the U.S. Securities Act and in compliance with any applicable state securities laws, or
|
||
outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will
|
||
be no public offer of securities in the United States.
|
||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule
|
||
144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities
|
||
Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U .S.
|
||
Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||
purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should
|
||
read the Prospectus dated December 2 , 2024 issued by Mao Geping Cosmetics Co., Ltd. for detailed
|
||
information about the Global Offering described below before deciding whether or not to invest in the H
|
||
Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Overall Coordinator
|
||
(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations
|
||
under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the 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 Tuesday, December 10, 2024).
|