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.
1209 lines
40 KiB
Plaintext
1209 lines
40 KiB
Plaintext
--- 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 April 25, 2025 (the ‘‘ Prospectus ’’) issued by Breton Technology Co.,
|
||
Ltd.
|
||
(博雷頓科技股份公司)(the ‘‘Company ’’).
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
|
||
purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information
|
||
about the Company and 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 in the Prospectus.
|
||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
|
||
any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. 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) or any
|
||
other jurisdiction where such release, publication or distribution is prohibited by law. This announcement does
|
||
not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the
|
||
United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the
|
||
United States Securities Act of 1933 as amended from time to time (the ‘‘ U.S. Securities Act ’’) or any state
|
||
securities law in the United States and may not be offered, sold, pledged or transferred within the United
|
||
States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except pursuant to an
|
||
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
|
||
The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in
|
||
reliance on Regulation S.
|
||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities
|
||
Limited, as the stabilizing manager, or any person acting for it (the ‘‘ Stabilizing Manager ’’), on behalf of the
|
||
Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market
|
||
price of the H Shares 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 any person acting for it, to
|
||
conduct any such stabilizing action, which, if taken, will be conducte d at the absolute discretion of the
|
||
Stabilizing Manager and may be discontinued at any ti me. Any such stabilizing activity is required to be
|
||
brought to an end on the 30th day after the last day for lodging applications under the Hong Kong Public
|
||
Offering. Such stabilization action, if taken, may be effe cted 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 Sta bilizing) Rules (Chapter 571W of t he Laws of Hong Kong), as amended,
|
||
made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||
The Overall Coordinators confirm that there has been no over-allocation of the H Shares under the
|
||
International Offering, therefore, there will not be any delayed delivery arrangement and the Over-allotment
|
||
Option will not be exercised. In view of the fact that there has been no over-allocation of the H Shares under
|
||
the International Offering, no stabilizing action as described in the Prospectus will be taken during the
|
||
stabilization period.
|
||
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall in their sole discretion 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 — Hong Kong Underwriting Arrangements — Hong Kong Public
|
||
Offering — Grounds for Termination’’ in the Prospec tus at any time prior to 8 : 00 a.m. (Hong Kong time) on
|
||
the Listing Date.
|
||
–1–
|
||
|
||
|
||
--- page 2 ---
|
||
Breton Technology Co., Ltd.
|
||
博 雷 頓 科 技 股 份 公 司
|
||
(A joint stock company established in the Peop le’s Republic of China with limited liability)
|
||
Global Offering
|
||
Number of Offer Shares under
|
||
the Global Offering
|
||
: 13,000,000 H Shares
|
||
Number of Hong Kong Offer Shares : 2,600,000 H Shares (as adjusted after
|
||
reallocation)
|
||
Number of International Offer Shares : 10,400,000 H Shares (as adjusted after
|
||
reallocation)
|
||
Offer Price : HK$18.0 per H Share, plus brokerage of
|
||
1.0%, AFRC transaction levy of
|
||
0.00015%, SFC transaction levy of
|
||
0.0027% and Stock Exchange trading fee
|
||
of 0.00565% (payable in full on
|
||
application in Hong Kong dollars and
|
||
subject to refund)
|
||
Nominal value : RMB1.00 per H Share
|
||
Stock code : 1333
|
||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
|
||
Joint Lead Managers
|
||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
|
||
Joint Lead Managers
|
||
Joint Bookrunners and Joint Lead Managers Joint Lead Manager
|
||
–2–
|
||
|
||
|
||
--- page 3 ---
|
||
BRETON TECHNOLOGY CO., LTD./ 博雷頓科技股份公司
|
||
ANNOUNCEMENT OF ALLOTMENT RESULTS
|
||
Warning: In view of high concentratio n of shareholding in a small number of H
|
||
Shareholders, H Shareholders and prospec tive investors should be aware that the price of
|
||
the H Shares could move substantially eve n with a small number of H Shares traded and
|
||
should exercise extreme cautio n when dealing in the H Shares.
|
||
SUMMARY
|
||
Company Information
|
||
Stock code 1333
|
||
Stock short name BRETON
|
||
Dealings commencement date May 7, 2025*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Final Offer Price HK$18.0
|
||
Offer Price Adjustment exercised N/A
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 13,000,000
|
||
Number of Offer Shares in Hong Kong
|
||
Public Offering (after reallocation)
|
||
2,600,000
|
||
Number of Offer Shares in International Offering
|
||
(after reallocation)
|
||
10,400,000
|
||
Number of issued Shares upon Listing 379,651,762
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 0
|
||
Proceeds
|
||
Gross proceeds (Note) HK$234.0 million
|
||
Less: Estimated listing expenses payable based on
|
||
Final Offer Price
|
||
HK$(86.2) million
|
||
Net proceeds HK$147.8 million
|
||
Note: Gross proceeds refers 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.
|
||
–3–
|
||
|
||
|
||
--- page 4 ---
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
No. of valid applications 30,638
|
||
No. of successful applications 4,937
|
||
Subscription level 198.72 times
|
||
Claw-back triggered No
|
||
No. of Offer Shares initially available under the Hong
|
||
Kong Public Offering
|
||
1,300,000
|
||
No. of Offer Shares reallocated from the International
|
||
Offering
|
||
1,300,000
|
||
Final no. of Offer Shares under the Hong Kong Public
|
||
Offering (after reallocation)
|
||
2,600,000
|
||
% of Offer Shares under the Hong Kong Public
|
||
Offering to the Global Offering
|
||
20%
|
||
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
|
||
https://www.hkeipo.hk/iporesult to perform a search by identification number or
|
||
https://www.hkeipo.hk/iporesult for the full list of allottees.
|
||
INTERNATIONAL OFFERING
|
||
No. of placees 108
|
||
Subscription Level 0.92 times
|
||
No. of Offer Shares initially available under the
|
||
International Offering
|
||
11,700,000
|
||
No. of Offer Shares reallocated to the Hong Kong
|
||
Public Offering
|
||
1,300,000
|
||
Final no. of Offer Shares under the International
|
||
Offering (after reallocation)
|
||
10,400,000
|
||
% of Offer Shares under the International Offering to
|
||
the Global Offering
|
||
80%
|
||
The Directors confirm that, to the best of th eir knowledge, information and belief, (i) none
|
||
of the Offer Shares subscribed by the plac ees and the public have been financed directly or
|
||
indirectly by the Company, any of the Directo rs, Supervisors, chief executive of the
|
||
Company, Controlling Shareholders, substant ial Shareholders, existing Shareholders 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 ac customed to taking instructions from the
|
||
Company, any of the Directors , Supervisors, chief executi ve of the Company, Controlling
|
||
Shareholders, substantial Shareholders, exis ting Shareholders or any of its subsidiaries or
|
||
their respective close associates in relation to the acquisition, disposal, voting or other
|
||
disposition of H Shares registered in his/he r/its name or otherwise held by him/her/it.
|
||
–4–
|
||
|
||
|
||
--- page 5 ---
|
||
The placees in the International O ffering include the following:
|
||
Cornerstone Investors
|
||
Investor
|
||
No. of Offer Shares
|
||
allocated % of Offer Shares
|
||
%o ft o t a li s s u e d
|
||
share capital after
|
||
the Global Offering
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
Hong Kong Xinwei Electronic Co.,
|
||
Limited/ 香港欣威電子有限公司
|
||
2,117,400 16.29% 0.56% No
|
||
Changfeng Growth Equity Fund
|
||
OFC/ 長風成長股票開放式基金型公司
|
||
1,388,800 10.68% 0.37% No
|
||
Total 3,506,200 26.97% 0.92%
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (1)(2)
|
||
Chen Fangming/
|
||
陳方明 (‘‘Mr. Chen ’’)
|
||
(3)(4)
|
||
31,101,004
|
||
(including
|
||
15,550,502
|
||
H Shares and
|
||
15,550,502
|
||
Unlisted Shares)
|
||
6.45% 8.19% May 6, 2026
|
||
Shanghai Fangao Business
|
||
Consulting Partnership (Limited
|
||
Partnership)/ 上海方翱商務諮詢合夥
|
||
企業(有限合夥)(‘‘Shanghai
|
||
Fangao ’’)(3)(4)
|
||
84,502,397
|
||
(including
|
||
42,251,199
|
||
H Shares and
|
||
42,251,198
|
||
Unlisted Shares)
|
||
17.51% 22.26% May 6, 2026
|
||
Shanghai Cloud Tribe Yijin Venture
|
||
Capital Center (Limited
|
||
Partnership)/ 上海雲部落易津創業投
|
||
資中心(有限合夥)(‘‘Cloud Tribe
|
||
Yijin ’’)(3)(4)
|
||
2,370,189
|
||
(including
|
||
2,370,189
|
||
H Shares)
|
||
0.98% 0.62% May 6, 2026
|
||
Total 117,973,590
|
||
(including
|
||
60,171,890
|
||
H Shares and
|
||
57,801,700
|
||
Unlisted Shares)
|
||
24.94% 31.07%
|
||
Notes:
|
||
1. In accordance with the relevant Listing Rules and guidance materials, the required lock-up for the first
|
||
six month period ends on November 6, 2025. The Cont rolling Shareholder may dispose of or transfer
|
||
Shares after the indicated date provided that t he Controlling Shareholder will not cease to be a
|
||
Controlling Shareholder, subject to compliance with applicable re quirements under the PRC Company
|
||
Law.
|
||
–5–
|
||
|
||
|
||
--- page 6 ---
|
||
2. In accordance with the relevant Listing Rules and guidance materials, the required lock-up for the
|
||
second six-month period ends on M ay 6, 2026. The Controlling Shareholder will cease to be prohibited
|
||
from disposing of or transferring Shares after the indicated date, subject to compliance with applicable
|
||
requirements under the PRC Company Law.
|
||
3. Shanghai Fangao is controlled by Mr. Chen as its general partner. As of the date of this
|
||
announcement, the general partner of Cloud Tribe Yijin was Cloud Tribe Management, which was held
|
||
as to 51% by Shanghai Yijin and 49% by Yijin Ventur e Capital Management, and the limited partners
|
||
of Cloud Tribe Yijin were Shanghai Yijin Caiqingzi Ven ture Capital Center (Limited Partnership)
|
||
(
|
||
上海易津財慶子創業投資中心(有限合夥)), an entity ultimately controlled by Mr. Chen, and
|
||
Shanghai Minhang District Innovation Venture Capital Guiding Fund Management Center (Shanghai
|
||
Minhang District Finance Service Center) (
|
||
上海市閔行區創新創業投資引導基金管理中心(上海市閔
|
||
行區金融服務中心)), an Independent Third Party. Yijin Vent ure Capital Management was held as to
|
||
approximately 51.76% by Shangha i Yijin. Shanghai Yijin was held as to approximately 19.49% by
|
||
Mr. Chen and approximately 80.51% by Shanghai Yijin Management, whos e general partner and
|
||
limited partner were Mr. Chen (holding 98.91% partnership interest) and one of the founding
|
||
partners of Shanghai Fangao at the early stage of establishment (holding 1.09% partnership interest),
|
||
respectively. For further details, see the sectio n headed ‘‘Relationship with our Controlling
|
||
Shareholders’’ in the Prospectus.
|
||
4. Upon completion of the Global Offering, Mr. Ch en will, by himself and th rough Shanghai Fangao and
|
||
Cloud Tribe Yijin, control approximately 31.07% of the aggregate voting power of the Company’s
|
||
enlarged share capital. Therefore, upon completion of the Global Offering, Mr. Chen, Shanghai
|
||
Fangao, Cloud Tribe Yijin, Cloud Tribe Manage ment, Shanghai Yijin, Yijin Venture Capital
|
||
Management, and Shanghai Y ijin Management will constitute a group of our Controlling
|
||
Shareholders.
|
||
–6–
|
||
|
||
|
||
--- page 7 ---
|
||
Principal Pre-IPO Investors (as set out in the Prospectus)
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (2)
|
||
Fujian Diquan Equity Investment
|
||
Partnership (Limited Partnership)/
|
||
福建省締泉股權投資合夥企業(有限
|
||
合夥)(‘‘Fujian Diquan ’’)
|
||
(3)
|
||
7,934,981
|
||
(including
|
||
7,934,981
|
||
H Shares)
|
||
3.29% 2.09% May 6, 2026
|
||
Zibo Naying Equity Investment
|
||
Partnership (Limited Partnership)/
|
||
淄博納贏股權投資合夥企業(有限
|
||
合夥)(‘‘Zibo Naying ’’)
|
||
(3)
|
||
8,519,491
|
||
(including
|
||
8,519,491
|
||
H Shares)
|
||
3.53% 2.24% May 6, 2026
|
||
J i a x i n gT o n g n e n gX i n g y u a nE q u i t y
|
||
Investment Partnership (Limited
|
||
Partnership)/ 嘉興同能興源股權投資
|
||
合夥企業(有限合夥)(‘‘Jiaxing
|
||
Tongneng ’’)
|
||
(3)
|
||
4,590,953
|
||
(including
|
||
4,590,953
|
||
H Shares)
|
||
1.90% 1.21% May 6, 2026
|
||
Jiaxing Dixin Equity Investment
|
||
Partnership (Limited Partnership)/
|
||
嘉興市締芯股權投資合夥企業(有限
|
||
合夥)(‘‘Jiaxing Dixin ’’)
|
||
(3)
|
||
4,122,068
|
||
(including
|
||
4,122,068
|
||
H Shares)
|
||
1.71% 1.09% May 6, 2026
|
||
Xiao Wenbin/ 肖文斌(3) 3,091,551
|
||
(including
|
||
3,091,551
|
||
H Shares)
|
||
1.28% 0.81% May 6, 2026
|
||
Suzhou Zhongding No. 5 Equity
|
||
Investment Fund Partnership
|
||
(Limited Partnership)/ 蘇州鐘鼎五號
|
||
股權投資基金合夥企業(有限合夥)
|
||
(‘‘Zhongding No.5 ’’)(4)
|
||
23,420,841
|
||
(including
|
||
23,420,841
|
||
H Shares)
|
||
9.71% 6.17% May 6, 2026
|
||
Suzhou Zhongding No. 5 Qinglan
|
||
Equity Investment Fund Partnership
|
||
(Limited Partnership)/ 蘇州鐘鼎五號
|
||
青藍股權投資基金合夥企業(有限
|
||
合夥)(‘‘Zhongding Qinglan ’’)
|
||
(4)
|
||
2,342,085
|
||
(including
|
||
2,342,085
|
||
H Shares)
|
||
0.97% 0.62% May 6, 2026
|
||
Hunan Xiangtan Caixin Chanxing
|
||
Equity Investment Partnership
|
||
(Limited Partnership)/ 湖南湘潭財信
|
||
產興股權投資合夥企業(有限合夥)
|
||
20,959,674
|
||
(including
|
||
7,335,886
|
||
H Shares and
|
||
13,623,788
|
||
Unlisted Shares)
|
||
3.04% 5.52% May 6, 2026
|
||
Hubei Changjiang Automobile
|
||
Valley Industry Investment Fund
|
||
Partnership (Limited Partnership)/
|
||
湖北長江車谷產業投資基金合夥企業
|
||
(有限合夥)
|
||
20,959,674
|
||
(including
|
||
10,479,837
|
||
H Shares and
|
||
10,479,837
|
||
Unlisted Shares)
|
||
4.34% 5.52% May 6, 2026
|
||
–7–
|
||
|
||
|
||
--- page 8 ---
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (2)
|
||
Huzhou Qingyun Xinzhengtu Equity
|
||
Investment Partnership (Limited
|
||
Partnership)/ 湖州青雲新征途股權投
|
||
資合夥企業(有限合夥)
|
||
19,373,720
|
||
(including
|
||
19,373,720
|
||
H Shares)
|
||
8.03% 5.10% May 6, 2026
|
||
Jinhua Boleidun Talent Equity
|
||
Investment Partnership (Limited
|
||
Partnership)/ 金華市博雷頓人才股權
|
||
投資合夥企業(有限合夥)
|
||
13,973,116
|
||
(including
|
||
13,973,116
|
||
Unlisted Shares)
|
||
N/A 3.68% May 6, 2026
|
||
Changzhou Kesheng Venture
|
||
Capital Center (Limited
|
||
Partnership)/ 常州科升創業投資中心
|
||
(有限合夥)
|
||
6,260,391
|
||
(including
|
||
6,260,391
|
||
H Shares)
|
||
2.60% 1.65% May 6, 2026
|
||
Shandong Province New and Old
|
||
Kinetic Energy Conversion
|
||
Cross-Border Venture Capital FOF
|
||
Fund Partnership (L.P.)/ 山東省新舊
|
||
動能轉換跨境創投母基金合夥企
|
||
業
|
||
(有限合夥)
|
||
5,239,918
|
||
(including
|
||
1,833,971
|
||
H Shares and
|
||
3,405,947
|
||
Unlisted Shares)
|
||
0.76% 1.38% May 6, 2026
|
||
Guangzhou Naibixin Phase I
|
||
Venture Capital Fund Partnership
|
||
(Limited Partnership)/ 廣州耐必信一
|
||
期創業投資基金合夥企業(有限合夥)
|
||
4,946,482
|
||
(including
|
||
4,946,482
|
||
H Shares)
|
||
2.05% 1.30% May 6, 2026
|
||
Zhongshan Broad-Ocean Motor
|
||
Co. Ltd/ 中山大洋電機股份有限公司
|
||
4,760,989
|
||
(including
|
||
1,666,346
|
||
H Shares and
|
||
3,094,643
|
||
Unlisted Shares)
|
||
0.69% 1.25% May 6, 2026
|
||
Hefei Rendun Equity Investment
|
||
Partnership (Limited Partnership)/
|
||
合肥仁頓股權投資合夥企業(有限
|
||
合夥)
|
||
4,706,860
|
||
(including
|
||
4,706,860
|
||
Unlisted Shares)
|
||
N/A 1.24% May 6, 2026
|
||
Rockets Capital L.P. 4,319,664
|
||
(including
|
||
4,319,664
|
||
H Shares)
|
||
1.79% 1.14% May 6, 2026
|
||
Cai Yulin/ 蔡玉霖 11,129,584
|
||
(including
|
||
11,129,584
|
||
H Shares)
|
||
4.61% 2.93% May 6, 2026
|
||
Lin Ziting/ 林姿廷 10,305,170
|
||
(including
|
||
1,030,517
|
||
H Shares and
|
||
9,274,653
|
||
Unlisted Shares)
|
||
0.43% 2.71% May 6, 2026
|
||
–8–
|
||
|
||
|
||
--- page 9 ---
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (2)
|
||
Yang Zibin/ 楊子彬 6,183,102
|
||
(including
|
||
1,854,931
|
||
H Shares and
|
||
4,328,171
|
||
Unlisted Shares)
|
||
0.77% 1.63% May 6, 2026
|
||
Zhao Yongge/ 趙永革(5) 6,183,102
|
||
(including
|
||
6,183,102
|
||
H Shares)
|
||
2.56% 1.63% May 6, 2026
|
||
Yang Jiayong/ 楊家勇(5) 5,358,689
|
||
(including
|
||
5,358,689
|
||
H Shares)
|
||
2.22% 1.41% May 6, 2026
|
||
Total 198,682,105
|
||
(including
|
||
135,795,090
|
||
H Shares and
|
||
62,887,015
|
||
Unlisted Shares)
|
||
56.28% 52.32%
|
||
Notes:
|
||
1. Please refer to the section headed ‘‘History, D evelopment and Corporate Structure — Pre-IPO
|
||
Investments — (c) Information about Pre-IPO Investors’’ in the Prospectus for details of the
|
||
principal Pre-IPO Investors.
|
||
2. The expiry date of the lock-up period shown in the table above is pursuant to the applicable PRC laws
|
||
and regulations.
|
||
3. All of Jiaxing Dixin, Fujian Diquan, Jiaxing Tongneng and Zibo Naying are limited partnerships
|
||
established in the PRC and ultimately controlled by Shanghai Zhongdi Investment Co., Ltd., which in
|
||
turn is owned as to 39%, 38% and 23% by Li Tongzuan (
|
||
李統鉆), Shanghai Junhuai Investment
|
||
Management Group Co., Ltd. and Xiao Wenbin ( 肖文斌), respectively. Li Tongzuan is an
|
||
Independent Third Party. Shanghai Junhuai Investment Management Group Co., Ltd. is held as to
|
||
61.80% by Zhang Huixian (
|
||
張輝賢), father of Zhang Shanliang (a former Shareholder). Xiao
|
||
Wenbin is an existing Shareholder. The sole limited partner of Fujian Diquan is Zhang Shanliang, a
|
||
former Shareholder, who holds 99.00% partnership interest in Fujian Diquan. Zibo Naying has ten
|
||
limited partners, among which Zhang Shanliang, Li Xiaoxiao (two former Shareholders) and Xingyue
|
||
Puyu (an existing Shareholder) holds 46.18%, 4.30% and 6.46% partnership interest in Zibo Naying,
|
||
respectively.
|
||
4. Both of Zhongding No.5 and Zhongding Qinglan are limited partnerships established in the PRC and
|
||
ultimately controlled by Yan Li.
|
||
5. Zhao Yongge and Yang Jiayong are the spouse of one another.
|
||
–9–
|
||
|
||
|
||
--- page 10 ---
|
||
Existing Shareholders (other than the Controll ing Shareholders and the principal Pre-IPO
|
||
Investors as set out in the Prospectus)
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (1)
|
||
Shanghai Jifang Business Consulting
|
||
Partnership (Limited Partnership)/
|
||
上海驥方商務諮詢合夥企業(有限
|
||
合夥)
|
||
14,942,497
|
||
(including
|
||
7,471,249
|
||
H Shares and
|
||
7,471,248
|
||
Unlisted Shares)
|
||
3.10% 3.94% May 6, 2026
|
||
J i a x i n gX u y i n gE q u i t yI n v e s t m e n t
|
||
Partnership (Limited Partnership)/
|
||
嘉興序盈股權投資合夥企業(有限
|
||
合夥)
|
||
3,423,413
|
||
(including
|
||
1,711,707
|
||
H Shares and
|
||
1,711,706
|
||
Unlisted Shares)
|
||
0.71% 0.90% May 6, 2026
|
||
Qiu Debo/ 邱德波 3,091,551
|
||
(including
|
||
3,091,551
|
||
H Shares)
|
||
1.28% 0.81% May 6, 2026
|
||
Zhang Xiaohui/ 張曉暉 2,679,344
|
||
(including 937,770
|
||
H Shares and
|
||
1,741,574
|
||
Unlisted Shares)
|
||
0.39% 0.71% May 6, 2026
|
||
Yang Hui/ 楊慧 2,576,293
|
||
(including
|
||
2,576,293
|
||
H Shares)
|
||
1.07% 0.68% May 6, 2026
|
||
Chai Guang/ 柴廣 2,370,189
|
||
(including
|
||
2,370,189
|
||
H Shares)
|
||
0.98% 0.62% May 6, 2026
|
||
Yue Yong/ 岳永 2,355,049
|
||
(including 824,267
|
||
H Shares and
|
||
1,530,782
|
||
Unlisted Shares)
|
||
0.34% 0.62% May 6, 2026
|
||
Yellow River Shanxi Industrial Co.,
|
||
Ltd./ 黃河山西實
|
||
業有限公司
|
||
(‘‘Shanxi Industrial ’’)(2)
|
||
1,442,724
|
||
(including 721,362
|
||
H Shares and
|
||
721,362
|
||
Unlisted Shares)
|
||
0.30% 0.38% May 6, 2026
|
||
Zhongchuang Hengxing Asset
|
||
Management Co., Ltd./ 中創恆興資產
|
||
管理有限公司 (‘‘Zhongchuang
|
||
Hengxing ’’)(2)
|
||
824,414 (including
|
||
412,207
|
||
H Shares and
|
||
412,207
|
||
Unlisted Shares)
|
||
0.17% 0.22% May 6, 2026
|
||
–1 0–
|
||
|
||
|
||
--- page 11 ---
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (1)
|
||
Tianjin Xingyue Puyu Technology
|
||
Co., Ltd./ 天津星月璞瑜科技有限責任
|
||
公司
|
||
2,095,967
|
||
(including
|
||
2,095,967
|
||
H Shares)
|
||
0.87% 0.55% May 6, 2026
|
||
Zhao Xuewen/ 趙學文 2,061,034
|
||
(including
|
||
2,061,034
|
||
H Shares)
|
||
0.85% 0.54% May 6, 2026
|
||
You Yifei/ 游以菲 1,885,448
|
||
(including
|
||
1,885,448
|
||
H Shares)
|
||
0.78% 0.50% May 6, 2026
|
||
Shanghai Chenqi Trunk Network
|
||
Technology Partnership (Limited
|
||
Partnership)/ 上海辰棋幹線網絡 科技
|
||
合夥企業(有限合夥)(formerly known
|
||
as Hainan Trunk Network
|
||
Technology Partnership (Limited
|
||
Partnership)/ 海南幹線網絡 科技合夥
|
||
企業(有限合夥)
|
||
1,765,785
|
||
(including
|
||
1,765,785
|
||
H Shares)
|
||
0.73% 0.47% May 6, 2026
|
||
Shenzhen Changde Enterprise
|
||
Management Consulting Partnership
|
||
(Limited Partnership)/ 深圳長德企業
|
||
管理諮詢合夥企業(有限合夥)
|
||
1,648,827
|
||
(including
|
||
1,319,062
|
||
H Shares and
|
||
329,765
|
||
Unlisted Shares)
|
||
0.55% 0.43% May 6, 2026
|
||
Shanghai Kechuang Shenxin
|
||
Venture Capital Partnership
|
||
(Limited Partnership)/ 上海科創申新
|
||
創業投資合夥企業(有限合夥)
|
||
(‘‘Kechuang Partnership ’’)(3)
|
||
850,177 (including
|
||
850,177
|
||
Unlisted Shares)
|
||
N/A 0.22% May 6, 2026
|
||
Shanghai Kechuang Shenxin
|
||
Venture Capital Management Co.,
|
||
Ltd./ 上海科創申新創業投資管理有限
|
||
公司 (‘‘Kechuang Management ’’)
|
||
(3)
|
||
561,117 (including
|
||
561,117
|
||
Unlisted Shares)
|
||
N/A 0.15% May 6, 2026
|
||
Lu Qianyuan/ 路倩原 1,030,517
|
||
(including 360,681
|
||
H Shares and
|
||
669,836
|
||
Unlisted Shares)
|
||
0.15% 0.27% May 6, 2026
|
||
Shiyuan Zhonglian Technology Co.,
|
||
Ltd./ 北京世源眾聯科技有限公司
|
||
1,000,000
|
||
(including 700,000
|
||
H Shares and
|
||
300,000
|
||
Unlisted Shares)
|
||
0.29% 0.26% May 6, 2026
|
||
–1 1–
|
||
|
||
|
||
--- page 12 ---
|
||
Name
|
||
Number of Shares
|
||
held in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
%o fs h a r e h o l d i n g
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (1)
|
||
Nanjing Bochen Shengan
|
||
Information Technology Service
|
||
Co., Ltd./ 南京博辰勝安信息技術服務
|
||
有限公司
|
||
824,414 (including
|
||
288,545
|
||
H Shares and
|
||
535,869
|
||
Unlisted Shares)
|
||
0.12% 0.22% May 6, 2026
|
||
CIMC Vehicles (Group) Co., Ltd./
|
||
中集車輛(集團)股份有限公司
|
||
753,597 (including
|
||
376,799
|
||
H Shares and
|
||
376,798
|
||
Unlisted Shares)
|
||
0.16% 0.20% May 6, 2026
|
||
Wu Weizhong/ 吳偉忠 618,310 (including
|
||
216,409
|
||
H Shares and
|
||
401,901
|
||
Unlisted Shares)
|
||
0.09% 0.16% May 6, 2026
|
||
Fu Changming/ 付長明 618,310 (including
|
||
618,310
|
||
H Shares)
|
||
0.26% 0.16% May 6, 2026
|
||
Wang Yicheng/ 王藝澄 412,207 (including
|
||
412,207
|
||
H Shares)
|
||
0.17% 0.11% May 6, 2026
|
||
Sichuan Hydrogen Lithium Breton
|
||
New Energy Technology Co., Ltd./
|
||
四川氫鋰博雷頓新能源科技有限公司
|
||
164,883 (including
|
||
57,709
|
||
H Shares and
|
||
107,174
|
||
Unlisted Shares)
|
||
0.02% 0.04% May 6, 2026
|
||
Total 49,996,067
|
||
(including
|
||
32,274,551
|
||
H Shares and
|
||
17,721,516
|
||
Unlisted Shares)
|
||
13.38% 13.16%
|
||
Notes:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the applicable PRC laws
|
||
and regulations.
|
||
2. Zhongchuang Hengxing is a wholly owned subsidiary of Shanxi Industrial.
|
||
3. Kechuang Partnership is a limited partnership established in the PRC and Kechuang Management is a
|
||
limited liability company established in the PRC, both of them are ultimately controlled by Fang
|
||
Jialiang (
|
||
方加亮), an Independent Third Party.
|
||
–1 2–
|
||
|
||
|
||
--- page 13 ---
|
||
Cornerstone Investors
|
||
Investor
|
||
Number of Shares held
|
||
in the Company subject
|
||
to lock-up undertakings
|
||
upon Listing
|
||
HS h a r e sa sa%o f
|
||
shareholding in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
Last day subject to the
|
||
lock-up
|
||
undertakings
|
||
Note
|
||
HongKong Xinwei
|
||
Electronic Co., Limited/ 香港
|
||
欣威電子有限公司
|
||
2,117,400 H Shares 0.56% February 6, 2026
|
||
Changfeng Growth Equity
|
||
Fund OFC/ 長風成長股票開
|
||
放式基金型公司
|
||
1,388,800 H Shares 0.37% February 6, 2026
|
||
Total 3,506,200 H Shares 0.92%
|
||
Note: In accordance with the relevant cornerstone investment agreements, the required lock-up ends on
|
||
February 6, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or
|
||
transferring H Shares subscribed for pursuant to the relevant cornerstone investment agreements
|
||
after the indicated date.
|
||
–1 3–
|
||
|
||
|
||
--- page 14 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees *
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of Shares
|
||
held upon Listing
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
Top 1 2,359,400 22.69% 18.15% 2,359,400 0.62%
|
||
Top 5 9,090,000 87.40% 69.92% 9,090,000 2.39%
|
||
Top 10 10,380,400 99.81% 79.85% 10,380,400 2.73%
|
||
Top 25 10,383,400 99.84% 79.87% 10,383,400 2.73%
|
||
Note
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
–1 4–
|
||
|
||
|
||
--- page 15 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
HS h a r e h o l d e r s(1)
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
H Shares capital
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 (2) 0 0.00% 0.00% 60,171,890 24.94% 117,973,590
|
||
Top 5 (3)(4) 0 0.00% 0.00% 145,109,371 60.15% 202,911,071
|
||
Top 10 (5) 0 0.00% 0.00% 187,786,318 77.84% 277,162,891
|
||
Top 25 6,201,200 59.63% 47.70% 224,500,540 93.06% 323,322,937
|
||
Notes
|
||
(1) Ranking of H Shareholders is based on the number of H Shares held by H Shareholders upon Listing.
|
||
(2) Refers to the group of Controllin g Shareholders. Please see notes (3) and (4) to lock-up undertakings of
|
||
Controlling Shareholders above for details.
|
||
(3) The Shares held by Jiaxing Dixin, Fujian Diquan, Jiaxing Tongneng, Zibo Naying and Xiao Wenbin
|
||
have been aggregated for the purpose of this analysis. Please see note (3) to lock-up undertakings of
|
||
principal Pre-IPO Investors above for details.
|
||
(4) The Shares held by Zhongding No.5 and Zhongding Qinglan have been aggregated for the purpose of this
|
||
analysis. Please see note (4) to lock-up undertakings of principal Pre-IPO Investors above for details.
|
||
(5) The Shares held by Zhao Yongge and Yang Jiayong have been aggregated for the purpose of this
|
||
analysis. Please see note (5) to lock-up undertakings of principal Pre-IPO Investors above for details.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders (1)
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
Top 1 (2) 0 0.00% 0.00% 60,171,890 117,973,590 31.07%
|
||
Top 5 (3)(4) 0 0.00% 0.00% 132,009,583 213,914,908 56.35%
|
||
Top 10 (5) 0 0.00% 0.00% 181,525,927 284,875,616 75.04%
|
||
Top 25 2,359,400 22.69% 18.15% 217,309,406 350,453,431 92.31%
|
||
Notes
|
||
(1) Ranking of Shareholders is based on the number of Shares (of all classes) held by Shareholders upon
|
||
Listing.
|
||
(2) Refers to the group of Controllin g Shareholders. Please see notes (3) and (4) to lock-up undertakings of
|
||
Controlling Shareholders above for details.
|
||
(3) The Shares held by Jiaxing Dixin, Fujian Diquan, Jiaxing Tongneng, Zibo Naying and Xiao Wenbin
|
||
have been aggregated for the purpose of this analysis. Please see note (3) to lock-up undertakings of
|
||
principal Pre-IPO Investors above for details.
|
||
(4) The Shares held by Zhongding No.5 and Zhongding Qinglan have been aggregated for the purpose of this
|
||
analysis. Please see note (4) to lock-up undertakings of principal Pre-IPO Investors above for details.
|
||
(5) The Shares held by Zhao Yongge and Yang Jiayong have been aggregated for the purpose of this
|
||
analysis. Please see note (5) to lock-up undertakings of principal Pre-IPO Investors above for details.
|
||
–1 5–
|
||
|
||
|
||
--- page 16 ---
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of t he conditions set out in the Prospectus, valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
HS H A R E S
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS O F ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
200 12,680 254 out of 12,680 applicants to receive 200 H Shares 2.00%
|
||
400 3,378 119 out of 3,378 applicants to receive 200 H Shares 1.76%
|
||
600 1,671 82 out of 1,671 applicants to receive 200 H Shares 1.64%
|
||
800 604 38 out of 604 applicants to receive 200 H Shares 1.57%
|
||
1,000 1,385 103 out of 1,385 applicants to receive 200 H Shares 1.49%
|
||
1,200 410 36 out of 410 applicants to receive 200 H Shares 1.46%
|
||
1,400 202 20 out of 202 applicants to receive 200 H Shares 1.41%
|
||
1,600 271 30 out of 271 applicants to receive 200 H Shares 1.38%
|
||
1,800 165 20 out of 165 applicants to receive 200 H Shares 1.35%
|
||
2,000 2,616 338 out of 2,616 applicants to receive 200 H Shares 1.29%
|
||
3,000 644 116 out of 644 applicants to receive 200 H Shares 1.20%
|
||
4,000 677 154 out of 677 applicants to receive 200 H Shares 1.14%
|
||
5,000 995 271 out of 995 applicants to receive 200 H Shares 1.09%
|
||
6,000 762 240 out of 762 applicants to receive 200 H Shares 1.05%
|
||
7,000 200 72 out of 200 applicants to receive 200 H Shares 1.03%
|
||
8,000 263 105 out of 263 applicants to receive 200 H Shares 1.00%
|
||
9,000 154 68 out of 154 applicants to receive 200 H Shares 0.98%
|
||
10,000 647 308 out of 647 applicants to receive 200 H Shares 0.95%
|
||
12,000 261 144 out of 261 applicants to receive 200 H Shares 0.92%
|
||
14,000 143 90 out of 143 applicants to receive 200 H Shares 0.90%
|
||
16,000 162 113 out of 162 applicants to receive 200 H Shares 0.87%
|
||
18,000 114 88 out of 114 applicants to receive 200 H Shares 0.86%
|
||
20,000 628 522 out of 628 applicants to receive 200 H Shares 0.83%
|
||
30,000 380 200 H Shares plus 80 out of 380 applicants to receive
|
||
an additional 200 H Shares
|
||
0.81%
|
||
40,000 198 200 H Shares plus 92 out of 198 applicants to receive
|
||
an additional 200 H Shares
|
||
0.73%
|
||
50,000 161 200 H Shares plus 122 out of 161 applicants to receive
|
||
an additional 200 H Shares
|
||
0.70%
|
||
60,000 116 400 H Shares 0.67%
|
||
–1 6–
|
||
|
||
|
||
--- page 17 ---
|
||
NO. OF
|
||
HS H A R E S
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS O F ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF H
|
||
SHARES
|
||
APPLIED FOR
|
||
70,000 45 400 H Shares plus 14 out of 45 applicants to receive
|
||
an additional 200 H Shares
|
||
0.66%
|
||
80,000 67 400 H Shares plus 38 out of 67 applicants to receive
|
||
an additional 200 H Shares
|
||
0.64%
|
||
90,000 31 400 H Shares plus 26 out of 31 applicants to receive
|
||
an additional 200 H Shares
|
||
0.63%
|
||
100,000 100 600 H Shares 0.60%
|
||
120,000 51 600 H Shares plus 29 out of 51 applicants to receive
|
||
an additional 200 H Shares
|
||
0.59%
|
||
140,000 27 800 H Shares 0.57%
|
||
160,000 28 800 H Shares plus 14 out of 28 applicants to receive
|
||
an additional 200 H Shares
|
||
0.56%
|
||
180,000 20 800 H Shares plus 19 out of 20 applicants to receive
|
||
an additional 200 H Shares
|
||
0.55%
|
||
200,000 135 1,000 H Shares plus 50 out of 135 applicants to
|
||
receive an additional 200 H Shares
|
||
0.54%
|
||
Total 30,391 Total number of Pool A successful applicants: 4,690
|
||
POOL B
|
||
300,000 162 4,000 H Shares plus 140 out of 162 applicants to
|
||
receive an additional 200 H Shares
|
||
1.39%
|
||
400,000 18 5,400 H Shares 1.35%
|
||
500,000 20 6,600 H Shares 1.32%
|
||
650,000 47 8,400 H Shares 1.29%
|
||
Total 247 Total number of Pool B successful applicants: 247
|
||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||
in the designated nominee accounts have been r emitted back to the accounts of all HKSCC
|
||
participants. Investors should contact the ir relevant brokers for any inquiries.
|
||
–1 7–
|
||
|
||
|
||
--- page 18 ---
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that the Company ha s complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the Company’s H
|
||
Shares.
|
||
The Directors confirm that, to the best of the ir knowledge, the consideration paid by the
|
||
placees or the public (as the case may be) di rectly 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.
|
||
REALLOCATION
|
||
As the International Offer Shares are undersu bscribed and the Hong Kong Public Offer
|
||
Shares are oversubscribed, the reallocation procedure as disclosed in the section headed
|
||
‘‘Structure of the Global Offering — The H ong Kong Public Offering — Reallocation
|
||
and Clawback’’ of the Prospectus has been applied.
|
||
As a result of such reallocation, the final number of Offer Shares under the Hong Kong
|
||
Public Offering is adjusted to 2,600,000 H Sh ares, representing 20% of the total number
|
||
of Offer Shares available under the Global Offering.
|
||
–1 8–
|
||
|
||
|
||
--- page 19 ---
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Li mited, 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 complet eness and expressly d isclaim any liability
|
||
whatsoever for any loss howsoever arising f rom or in reliance upon the whole or any part
|
||
of the contents of this announcement.
|
||
This announcement does not constitute an offer t o sell or the solicitation of an offer to buy
|
||
nor shall there be any sale of Offer Shares in any jurisdiction in which such offer,
|
||
solicitation or sales would be unlawful. This announcement is not for release, publication,
|
||
distribution, directly or indire ctly, in or into the United States (including its territories
|
||
and possessions, any state of the United Stat es and the District of Columbia) or any other
|
||
jurisdiction where such release, publication o r distribution is prohibited by law. This
|
||
announcement does not constitute or form a par t of any offer to sell or solicitation to
|
||
purchase or subscribe for securities in the U nited States or in any other jurisdiction. The
|
||
Offer Shares have not been and will not be registered under the United States Securities
|
||
Act of 1933 as amended from time to time (the ‘‘ U.S. Securities Act ’’) or any state
|
||
securities law in the United States and may no t be offered, sold, pledged or transferred
|
||
within the United States or to, or for the acco unt or benefit of U.S. persons (as defined in
|
||
Regulation S), except pursuant to an exemption from, or in a transaction not subject to,
|
||
the registration requirements of the U. S. Securities Act. The Offer Shares may be
|
||
offered, sold or delivered outside the United S tates in offshore transactions in reliance on
|
||
Regulation S.
|
||
This announcement is for information purposes only and does not constitute an invitation
|
||
or offer to acquire, purchase or subscrib e for securities. This announcement is not a
|
||
prospectus. Potential investors should read the Prospectus dated April 25, 2025 issued by
|
||
Breton Technology Co., Ltd. for detailed inf ormation about the Globa l Offering described
|
||
below before deciding whether or not to inv est in the H Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the
|
||
Overall Coordinators (for themselves and o n behalf of the Hong Kong Underwriters)
|
||
shall in their sole discretion 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 — Hong Ko ng Underwriting Arrangements — Hong Kong
|
||
Public Offering — Grounds for Termination’’ i n the Prospectus at any time prior to 8 : 00
|
||
a.m. (Hong Kong time) on the Listing Date.
|
||
PUBLIC FLOAT
|
||
Immediately following the completion of the Global Offering and conversion of Unlisted
|
||
Shares into H Shares, 167,930,548 H Shares h eld or controlled by our Shareholders who
|
||
are not our core connected persons, represe nting approximately 44.23% of our total
|
||
issued Shares, will be held in the public han ds. Therefore, the number of Shares in the
|
||
public hands represents no less than 25% of the total issued share capital of the
|
||
Company, satisfying the minimum percent age requirement in compliance with Rule
|
||
8.08(1) of the Listing Rules.
|
||
–1 9–
|
||
|
||
|
||
--- page 20 ---
|
||
The Directors confirm that, immediatel y following the completion of the Global
|
||
Offering, (i) no placee will, individually, b e placed more than 10% of the enlarged issued
|
||
share capital of the Company immediately aft er the Global Offering; (ii) there will not be
|
||
any new substantial Shareholder immediately a fter the Global Offering; (iii) the three
|
||
largest public Shareholders do not hold more than 50% of the Shares held in the 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 Sh areholders 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 becom e valid evidence of title at 8 : 00 a.m. on
|
||
Wednesday, May 7, 2025 (Hong Kong time), provided that the Global Offering has
|
||
become unconditional and th e right of termination described in the section headed
|
||
‘‘Underwriting — Hong Kong Underwriting Arrangements — Hong Kong Public
|
||
Offering — Grounds for Termination’’ in th e Prospectus has not been exercised.
|
||
Investors who trade the H Shares on the basi s 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 e ntirely at their own risk.
|
||
Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on
|
||
Wednesday, May 7, 2025 (Hong Kong time), it is expected that dealings in the H Shares
|
||
on the Stock Exchange will commence at 9 : 00 a.m. on Wednesday, May 7, 2025 (Hong
|
||
Kong time). The H Shares will be traded in boa rd lots of 200 Shares each, and the stock
|
||
code of the Shares will be 1333.
|
||
By order of the Board
|
||
Breton Technology Co., Ltd.
|
||
Mr. Chen Fangming
|
||
Chairman and Executive Director
|
||
Hong Kong, May 6, 2025
|
||
As at the date of this announcement, Direct ors are (i) Mr. Chen Fangming, Dr. Qiu Debo,
|
||
Mr. Sun Kanghua and Ms. Yang Hui as executi ve Directors; (ii) Mr. Cao Haiyi and
|
||
Mr. Wang Zhenkun as non-executive Director s; and (iii) Mr. Zhou Yuan, Dr. Li Xiaofu,
|
||
Dr. Jiang Bailing and Mr. YIM, Chi Hung Henry a s independent non-executive Directors.
|
||
–2 0–
|