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hk-ipo/data/extracted_text/01318/allotment_results_2024-12-09_2024120901607.txt
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--- page 1 ---
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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
defined in the prospectus dated December 2, 2024 (the “Prospectus ”) of Mao Geping Cosmetics Co., Ltd. ( ˣˑ̻ʷ
ʮ̡ ) (the “Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
for detailed information about the Global Offering described below before deciding whether or not to invest in
the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
information provided in the Prospectus.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of Columbia). This
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in the United States or in any other jurisdictions. The 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, or (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 unless in compliance with Regulation S under the U.S.
Securities Act. There will be no public offer of securities in the United States.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited
as stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the
Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an
end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday,
January 4, 2025). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do
so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, January 4, 2025).
After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
the H Shares, could fall.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set out
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Overall Coordinator
(for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting
Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
{ Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the
Prospectus at any time prior to 8:00 a.m. on the Listing Date.
--- page 2 ---
Mao Geping Cosmetics Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 78,423,400 H Shares (taking into
account the partial exercise of the
Offer Size Adjustment Option and
subject to the Over-allotment Option)
Number of Hong Kong Offer Shares : 39,211,700 H Shares (taking into account
the partial exercise of the Offer
Size Adjustment Option and as
adjusted after reallocation)
Number of International Offer Shares : 39,211,700 H Shares (taking into account
the partial exercise of the Offer Size
Adjustment Option, as adjusted
after reallocation and subject to the
Over-allotment Option)
Final Offer Price : HK$29.80 per H Share,
plus brokerage of 1.0%,
SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015%
and a Stock Exchange trading fee of
0.00565%
Nominal value : RMB0.50 per H Share
Stock code : 1318
Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners Joint Lead Managers
--- page 3 ---
1
MAO GEPING COSMETICS CO., LTD.
毛戈平化妝品股份有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings
as those defined in the prospectus dated December 2 , 2024 (the “ Prospectus”) issued by Mao Geping
Cosmetics Co., Ltd. (the “Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the H Shares could move
substantially even with a small number of H Shares traded and should exercise extreme caution when
dealing in the H Shares.
SUMMARY
Company Information
Stock code 1318
Stock short name MAO GEPING
Dealings commencement date December 10, 2024*
*see note at the end of the announcement
Price Information
Final Offer Price HK$29.80
Offer Price Range HK$26.30 - HK$29.80
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares (taking into account
the partial exercise of the Offer Size
Adjustment Option and subject to the Over-
allotment Option)
78,423,400
Number of Offer Shares in Hong Kong Public
Offering (taking into account the partial
exercise of the Offer Size Adjustment Option
and as adjusted after reallocation)
39,211,700
Number of Offer Shares in International
Offering (taking into account the partial
exercise of the Offer Size Adjustment Option,
as adjusted after reallocation and subject to the
Over-allotment Option)
39,211,700
Number of issued Shares upon Listing (before
any exercise of the Over-allotment Option)
478,423,400
The number of Offer Shares above is determined after taking into account the additional Offer Shares issued
under the following Offer Size Adjustment Option
Offer Size Adjustment Option (Upsize Option)
Number of additional Shares issued under the
option
7,835,200
- Hong Kong Public Offering 3,917,600
- International Offering 3,917,600
The Offer Size Adjustment Option has be en 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.
--- page 4 ---
2
Over-allocation
No. of Offer Shares over-allocated 11,763,500
Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases in
the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
combination of these means. In the event the Over-allotment Option is exercised, an announcement will be
made on the Stock Exchanges website.
Proceeds
Gross proceeds (Note) HK$2,337.02 million
Less: Estimated listing expenses payable
based on Final Offer Price
HK$(149.76) million
Net proceeds HK$2,187.26 million
Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
and the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and
Use of Proceeds” of the Prospectus on a pro rata basis. During the Track Record Period, the listing
expenses of RMB16.51 million has been charged to the consolidated statements of profit or loss of the
Company, therefore the actual net proceeds received by the Company will be HK$2,205.12 million.
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 69,601
No. of successful applications 69,601
Subscription level 919.18 times
Claw-back triggered Yes
No. of Offer Shares initially available under the
Hong Kong Public Offering
7,058,900
No. of Offer Shares reallocated from the
International Offering (claw-back)
28,235,200
Final no. of Offer Shares under the Hong Kong
Public Offering (taking into account the partial
exercise of the Offer Size Adjustment Option
and as adjusted after reallocation)
39,211,700
% of Offer Shares under the Hong Kong Public
Offering to the Global Offering
50.00%
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
--- page 5 ---
3
INTERNATIONAL OFFERING
No. of placees 167
Subscription Level 30.34 times
No. of Offer Shares initially available under the
International Offering
63,529,300
No. of Offer Shares reallocated to the Hong
Kong Public Offering (claw-back)
28,235,200
Final no. of Offer Shares under the
International Offering (taking into account the
partial exercise of the Offer Size Adjustment
Option and as adjusted after reallocation)
39,211,700
% of Offer Shares under the International
Offering to the Global Offering
50.00%
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
Directors, Supervisors, chief executive of the Company, controlling shareholders, substantial shareholders,
existing shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii)
none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
from the Company, any of the Directors, Supervisors, chief executive of the Company, controlling
shareholders, substantial shareholders, existing shareholders of the Company or any of its subsid iaries or
their respective close associates in relation to the acquisition, disposal, voting or other disposition of Shares
registered in his/her/its name or otherwise held by him/her/it.
The placees in the International Offering include the following:
Cornerstone Investors
Investor
No. of Offer
Shares
allocated
% of Offer
Shares (Note 1)
% of total
issued H
Shares after
the Global
Offering (Note 1)
% of total
issued Shares
after the
Global
Offering (Note 1)
Existing
shareholders
or their close
associates
CPE
Investment XV
Limited (“CPE
Investment”)
9,140,600 11.66% 3.66% 1.91% No
Loyal Valley
Capital
(“LVC”)
5,223,200 6.66% 2.09% 1.09% No
Seraphim
Advantage Inc.
(“Seraphim
Advantage”)
3,917,400 5.00% 1.57% 0.82% No
IvyRock Asset
Management
(HK) Limited
(“IvyRock”)
2,611,600 3.33% 1.04% 0.55% No
Brilliant
Partners Fund
LP and China
Core Fund
2,611,600 3.33% 1.04% 0.55% No
--- page 6 ---
4
Mega Prime
Development
Limited
(“Mega
Prime”)
2,611,600 3.33% 1.04% 0.55% No
Total 26,116,000 33.30% 10.44% 5.46%
Note:
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option.
Allotees with Waivers/Consents Obtained
Investor
No. of Offer
Shares
allocated
% of Offer
Shares (Note 1)
% of total
issued H
Shares after
the Global
Offering (Note 1)
% of total
issued Shares
after the
Global
Offering (Note 1) Relationship
Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
New Listing Applicants in relation to allocations to connected clients (Note 2)
CICC Financial
Trading
Limited
(“CICC FT”)
286,000 0.36% 0.11% 0.06% Connected
client
Huatai Capital
Investment
Limited
(“HTCI”)
68,400 0.09% 0.03% 0.01% Connected
client
China Southern
Asset
Management
Co., Ltd.
(“China
Southern”)
65,000 0.08% 0.03% 0.01% Connected
client
Guotai Junan
Investments
(Hong Kong)
Limited
(“GTJA
Investments”)
940,000 1.20% 0.38% 0.20% Connected
client
Notes:
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option.
2. For details of the consent under paragraph 5(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 Prior
Consent under Paragraph 5(1) of the Placing Guidelines” in this announcement.
--- page 7 ---
5
LOCK-UP UNDERTAKINGS
Controlling 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
Mr. Mao (Note 2) 174,520,000
(including
60,840,000 H
Shares)
24.33% 36.48% December 9, 2025
(Note 3)
Ms. Wang (Not e2) 45,375,200
(including
15,818,400 H
Shares)
6.33% 9.48% December 9, 2025
(Note 3)
Jiachi Investment
(Note 2)
6,960,000 H
Shares
2.78% 1.45% December 9, 2025
(Note 3)
Dijing Investment
(Note 2)
2,200,000 H
Shares
0.88% 0.46% December 9, 2025
(Note 3)
Total 229,055,200
(including
85,818,400 H
Shares)
34.32% 47.88%
Notes:
1. Taking into account the partial exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option.
2. As of the date of this announcement, Mr. Mao and Ms. Wang are collectively interested in
approximately 57.26% of the Companys total issued Shares, comprising (i) 43.63% of its total
issued Share directly held by Mr. Mao, (ii) 11.34% of its total issued Share directly held by Ms.
Wang, (iii) 0.55% of the total issued Shares controlled by Mr. Mao and Ms. Wang indirectly through
Dijing Investment which is controlled by Ms. Wang and Mr. Mao as to 35.45% and 10%,
respectively, with Mr. Mao acting as its general partner, and (iv) 1.74% of its total issued Shares
controlled by Ms. Wang indirectly through Jiachi Investment, in which Ms. Wang as its general
partner shall have the ultimate decision making power and de facto control on Jiachi Investments
voting rights in the Company in the general partner arrangement. Therefore, Mr. Mao, Ms. Wang,
Dijing Investment and Jiachi Investment will constitute a group of Controlling Shareholders of the
Company upon Listing.
3. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
In accordance with the relevant Listing Rules and guidance materials, the required lock -up for the
first six month period ends on June 9, 2025 and for the second six-month period ends on December
9, 2025.
--- page 8 ---
6
Pre-IPO Investors
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. 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%
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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
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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.
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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
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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 Companys 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 Companys 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
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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.
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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.
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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).