geometrybase
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.
687 lines
26 KiB
Plaintext
687 lines
26 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
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(the ‘‘ Stock Exchange ’’) and Hong Kong Securities Clearing Company Limited
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(‘‘HKSCC ’’) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or complet eness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
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the contents of this announcement.
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This announcement is not for relea se, publication, distribution, directly or indirectly, in or
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into the United States (including its territo ries and possessions, any state of the United
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States and the District of Columbia) or any oth er jurisdiction where such distribution is
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prohibited by law. This announcement does not constitute or form a part of any offer to sell
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or solicitation of an offer to buy, to purchas e or subscribe for securities nor shall there be
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any sale of Offer Shares in the United States or in any other jurisdictions in which such offer
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or solicitation would be unlawful. The securiti es mentioned herein have not been, and will
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not be, registered under the United States S ecurities Act of 1933 as amended from time to
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time (the ‘‘ U.S. Securities Act ’’) or any state securities law of the United States. The
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securities may not be offered, sold, pledged, o r transferred within the United States or to, or
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for the account or benefit of U.S. persons (as defined in Regulation S under the U.S.
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Securities Act (‘‘Regulation S ’’)) except pursuant to an exemption from, or in a transaction
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not subject to, the registration requirements of the U.S. Securities Act and in compliance
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with any applicable state secur ities laws. There will be no public offering of securities in the
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United States. The Offer Shares are being of fered and sold outside the United States in
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offshore transactions in reliance on Re gulation S under the U.S. Securities Act.
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This announcement is for information purposes only and does not consti tute an invitation or
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offer to acquire, purchase or subscribe for securities of the Company. This announcement is
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not a prospectus. Potential in vestors should read the prospectus dated 29 July 2024 (the
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‘‘Prospectus ’’) issued by Zhongmiao Hol dings (Qingdao) Co., Ltd. (
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眾淼控股（青島）股份
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有限公司)( t h e‘ ‘Company ’’) for detailed information about the Global Offering described
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below before deciding whether or not to invest in the H Shares thereby being offered. Any
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investment decision in relation to the Offer S hares should be taken solely in reliance on the
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information in the Prospectus.
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Unless otherwise defined in this announcement, capitalised terms used herein shall have the
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same meanings as those defined in the Prospectus.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms
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and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to
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any person who is outside Hong Kong and/or not resident in Hong Kong.
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–1–
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--- page 2 ---
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Potential investors of the Offer Shares shoul d note that the Joint Sponsors and the Overall
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Coordinators (for themselves and on beha lf of the Hong Kong Underwriters) shall be
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entitled to terminate their obligations under t he Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the paragraph headed
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‘‘Underwriting — Underwriting Arrangem ents and Expenses — Hong Kong Public Offering
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— Grounds for Termination’’ in the Prospect us at any time prior to 8 : 00 a.m. (Hong Kong
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time) on the Listing Date.
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Potential investors should be aware that st abilising action cannot be taken to support the
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price of the H Shares for longer than the stabi lisation period which begins on the Listing
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Date and is expected to expire on Saturday, 31 August 2024, being the 30th day after the
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last day for the lodging of applications unde r the Hong Kong Public Offering. After this
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date, no further stabilising action may be tak en, demand for the H Shares, and therefore the
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price of the H Shares, could fall.
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–2–
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--- page 3 ---
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Zhongmiao Holdings (Qingdao) Co., Ltd.
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眾 淼 控 股（ 青 島 ）股 份 有 限 公 司
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(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
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GLOBAL OFFERING
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N u m b e ro fO f f e rS h a r e su n d e r
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the Global Offering
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: 35,300,000 H Shares
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Number of Hong Kong Offer Shares : 4,357,000 H Shares
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Number of International Offer Shares : 30,943,000 H Shares
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Maximum Offer Price : HK$10.2 per H Share plus brokerage of 1.0%, SFC
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transaction levy of 0.0027%, Stock Exchange trading
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fee of 0.00565% and AFRC transaction levy of
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0.00015% (payable in full on application in Hong Kong
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dollars and subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock Code : 1471
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Joint Sponsors
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(in alphabetical order)
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Overall Coordinators, Joint Global Coordinators
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(in alphabetical order)
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PA SECURITIES (HK)
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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PA SECURITIES (HK)
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Joint Lead Managers
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(in alphabetical order)
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–3–
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--- page 4 ---
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ZHONGMIAO HOLDINGS (QINGDAO) CO., LTD. / 眾淼控股(青島)股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated 29 July 2024 (the “Prospectus”) issued by Zhongmiao Holdings
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(Qingdao) Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H Shareholders, H
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of H Shares traded and should exercise extreme caution
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when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 1471
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Stock short name ZHONGMIAO
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Dealings commencement date 6 August 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$7.000
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Offer Price Range HK$7.000 - HK$10.200
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 35,300,000
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Number of Offer Shares in Hong Kong Public Offering
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(after reallocation)
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4,357,000
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Number of offer shares in International Offering (after
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reallocation)
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30,943,000
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Number of issued shares upon Listing 141,195,600
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Over-allocation
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No. of Offer Shares over-allocated 0
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Proceeds
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Gross proceeds (Note) HK$ 247.10 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (51.27) million
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Net proceeds HK$ 195.83 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus dated 29 July 2024.
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--- page 5 ---
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 4,677
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No. of successful applications 3,569
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Subscription level 16.07 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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3,530,000
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No. of Offer Shares reallocated from the International Offering 827,000
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Final no. of Offer Shares under the Hong Kong Public Offering
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(after reallocation)
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4,357,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering
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12.34%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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http://www.tricor.com.hk/ipo/result to perform a search by name or identification number or
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http://www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 112
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Subscription Level 0.98 times
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No. of Offer Shares initially available under the International
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Offering
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31,770,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering
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(claw-back)
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827,000
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Final no. of Offer Shares under the International Offering (after
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reallocation)
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30,943,000
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% of Offer Shares under the International Offering to the Global
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Offering
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87.66%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, Supervisors, chief executive of the Company, controlling shareholders, substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates ; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors, Supervisors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
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close associates in relation to the acquisition, disposal, voting or other disposition o f Shares registered in
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his/her/its name or otherwise held by him/her/it.
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--- page 6 ---
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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% of total
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issued H
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Shares after
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the Global
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Offering
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% of total
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issued share
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capital after the
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Global Offering
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Existing
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shareholders or
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their close
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associates
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The Reynold
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Lemkins Group
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(Asia) Limited
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1,428,500 4.05% 4.05% 1.01% No
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Hong Tai
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International III
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LPF
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5,176,000 14.66% 14.66% 3.67% No
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Total 6,604,500 18.71% 18.71% 4.68%
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Note:
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To the knowledge of the Company, the Group, the Directors, the Supervisors, existing Shareholders or any
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of their respective close associates has not entered into any side agreements or arrangements with each
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of the Cornerstone Investors , their respective directors, existing shareholders or any of their respective
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close associates apart from the cornerstone investment agreement s dated 25 July 2024 entered into with
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The Reynold Lemkins Group (Asia) Limited and Hong Tai International III LPF respectively.
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Allottees with waivers/consents obtained
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Investor
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No. of
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shares
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allocated
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% of offer
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shares
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% of total
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issued H Shares
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after the Global
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Offering
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% of total
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issued share
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capital after the
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Global Offering Relationship*
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Hong Tai
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International III
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LPF
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5,176,000 14.66% 14.66% 3.67% Connected client
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Total 5,176,000 14.66% 14.66% 3.67%
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Note:
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The Company has applied for, and the Stock Exchange has granted the Company, its consent pursuant to
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paragraph 5(1) of Appendix F1 to the Listing Rules for Hong Tai International III LPF to participate as a
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cornerstone investor in the Global Offering. The allocation of Offer Shares to Hong Tai International III
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LPF is in compliance with all the conditions under the consent granted by the Stock Exchange. Please
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refer to the section headed “Waivers from Strict Compliance with the Listing Rules” in the Prospectus for
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further details.
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#The H Shares placed to the above allottees are held on behalf of independent third parties (as defined in
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Chapter 4.15 of the Guide ) and are in compliance with all the conditions under the consent granted by the
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Stock Exchange.
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--- page 7 ---
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LOCK-UP UNDERTAKINGS
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According to the PRC Company Law, all the Shares held by the existing Shareholders (which consists of the
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Controlling Shareholders and the Pre-IPO Investors) prior to the Global Offering are subject to a lock-up period
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of one year from the Listing Date.
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Controlling Shareholders
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Name
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Number of shares
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held in the
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Company subject
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to lock-up
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undertakings
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upon listing
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% of total issued H-
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shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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listing
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Last day
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subject to the
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lock-up
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undertakings
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Haier Group
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Corporation / 海爾集
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團公司(1)
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64,000,000 0.00% 45.33% 5 February
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2025 (First
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Six-Month
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Period) (2)
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5 August 2025
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(Second Six-
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Month Period)
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(2)
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Subtotal 64,000,000 0.00% 45.33%
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Notes:
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1. Haier Group Corporation is entitled to exercise the voting rights attached to approximately
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45.33% of the total issued share capital of our Company immediately after the completion of the
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Global Offering through Qingdao Haichuanghui IoT, Qingdao Haichuanghui Investment,
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Haichuanghui Holding, Ningbo Meishan, Qingdao Haichuanghui Venture, Qingdao Haiyinghui
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and Qingdao Haichuanghui. For further details, please refer to the section headed “History and
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Development” in the Prospectus.
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2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first
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six-month period ends on 5 February 2025 and for the second six-month period, on 5 August 2025.
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--- page 8 ---
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Pre-IPO Investors (as defined in the Prospectus)
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Name
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Number of shares
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held in the
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Company subject
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to lock-up
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undertakings
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upon listing
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% of total issued H-
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shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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listing
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Last day
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subject to the
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lock-up
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undertakings
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Qingdao Haizhongjie
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Management
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Consulting Enterprise
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(Limited Partnership)
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/青島海眾捷管理諮
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詢企業（有限合
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夥）
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2,933,300 0.00% 2.08% 5 August
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2025
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Qingdao Haixinsheng
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Management
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Consulting Enterprise
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(Limited Partnership)
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/青島海欣盛管理諮
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詢企業（有限合
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夥）
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568,300 0.00% 0.40% 5 August
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2025
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Qingdao
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Haichuangying
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Equity Investment
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Partnership (Limited
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Partnership) / 青島海
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創贏股權投資合夥
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企業（有限合夥）
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14,394,000 0.00% 10.19% 5 August
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2025
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Subtotal 17,895,600 0.00% 12.67%
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The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
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--- page 9 ---
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Existing Shareholders (other than the Pre-IPO Investors as defined in the Prospectus)
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Name
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Number of
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shares held in the
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Company subject
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to lock-up
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undertakings
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upon listing
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% of total issued H-
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shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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listing
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Last day
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subject to the
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lock-up
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undertakings
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Lu Yao / 鹿遙(1) 27,501,600 0.00% 19.48% 5 August
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2025(2)
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Subtotal 27,501,600 0.00% 19.48%
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Note:
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1. Immediately following the completion of the Global Offering, our Company will be owned as to
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17.00%, 2.08% and 0.40% by Shanghai Zhaoqi, Qingdao Haizhongjie and Qingdao Haixinsheng,
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each of them is a limited partnership with Qingdao Haichuang (wholly owned by Lu Yao) as its
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general partner. Therefore, Lu Yao is deemed to be interested in the Shares held by Shanghai
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Zhaoqi, Qingdao Haizhongjie and Qingdao Haixinsheng under the SFO.
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2. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
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Law.
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--- page 10 ---
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Cornerstone Investors
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Name
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Number of
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shares held in the
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Company subject
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to lock-up
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undertakings
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upon listing
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% of total issued H-
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shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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listing
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Last day
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subject to
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the lock-up
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undertakings
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Hong Tai International
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III LPF / 洪泰國際三
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號有限合夥基金
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5,176,000 14.66% 3.67% 5 February
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2025
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The Reynold Lemkins
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Group (Asia) Limited
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1,428,500 4.05% 1.01% 5 February
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2025
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Subtotal 6,604,500 18.71% 4.68%
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Note:
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In accordance with Chapter 4.15 (Placing -related Matters) of the Guide, the required lock -up ends on 5
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February 2025.
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Notes
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1. The Controlling Shareholder may dispose of or transfer H Shares after the indicated date subject to that the
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Controlling Shareholder will not cease to be a Controlling Shareholder.
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2. The Controlling Shareholder and Cornerstone Investors will cease to be prohibited from disposing of or transfer ring
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H Shares after the indicated date.
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--- page 11 ---
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PLACEE CONCENTRATION ANALYSIS
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Placees Number of H Shares allotted
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Allotment as % of International Offering Allotment as % of total Offer Shares
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Number of
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Shares held upon Listing
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% of total issued share capital upon
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Listing
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Top 1 5,176,000 16.73% 14.66% 5,176,000 3.67%
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Top 5 19,628,000 63.43% 55.60% 19,628,000 13.90%
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Top 10 28,658,500 92.62% 81.19% 28,658,500 20.30%
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Top 25 30,899,500 99.86% 87.53% 30,899,500 21.88%
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Notes
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* Ranking of placees is based on the number of H Shares allotted to the placees.
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--- page 12 ---
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H SHAREHOLDERS CONCENTRATION ANALYSIS
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H
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Shareholders*
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Number of H Shares
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allotted
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|
||
Allotment as
|
||
% of Hong
|
||
Kong Public
|
||
Offering
|
||
|
||
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 5,176,000 0.00% 16.73% 14.66% 5,176,000 14.66% 5,176,000
|
||
Top 5 19,628,000 0.00% 63.43% 55.60% 19,628,000 55.60% 19,628,000
|
||
Top 10 28,658,500 0.00% 92.62% 81.19% 28,658,500 81.19% 28,658,000
|
||
Top 25 33,076,000 50.14% 99.83% 93.70% 33,076,000 93.70% 33,076,000
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
# Exclusive of 2,184,500 H Shares allotted to certain of the top 25 H Shareholders under the Hong Kong Public Offering
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders Number of H Shares allotted
|
||
Allotment as % of
|
||
Hong Kong Public
|
||
Offering
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
## Allotment as % of total
|
||
Offer Shares
|
||
Number of H Shares
|
||
held upon Listing
|
||
Number of Shares held
|
||
upon Listing
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0 64,000,000 45.33%
|
||
Top 5 9,828,500 0.00% 31.76% 27.84% 9,828,500 115,724,100 81.96%
|
||
Top 10 24,273,000 0.00% 78.44% 68.76% 24,273,000 130,168,600 92.19%
|
||
Top 25 33,070,000 50.00% 99.83% 93.68% 33,070,500 138,965,600 98.42%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon Listing.
|
||
## Exclusive of 2,178,500 H Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.
|
||
|
||
|
||
--- page 13 ---
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF H SHARES APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE ALLOTTED
|
||
OF THE TOTAL NO. OF H
|
||
SHARES APPLIED FOR
|
||
500 869 0 H Shares 50.00% 500 869 500 H Shares
|
||
1,000 139 0 H Shares 31.32% 1,000 233 500 H Shares
|
||
1,500 42 0 H Shares 23.74% 1,500 104 500 H Shares
|
||
2,000 22 0 H Shares 20.05% 2,000 89 500 H Shares
|
||
2,500 15 0 H Shares 16.88% 2,500 81 500 H Shares
|
||
3,000 9 0 H Shares 14.67% 3,000 66 500 H Shares
|
||
3,500 2 0 H Shares 13.45% 3,500 32 500 H Shares
|
||
4,000 3 0 H Shares 12.01% 4,000 73 500 H Shares
|
||
4,500 7 0 H Shares 11.01% 4,500 752 500 H Shares
|
||
5,000 152 500 H Shares 10.00%
|
||
6,000 18 500 H Shares 9.17% 6,000 2 1,000 H Shares
|
||
7,000 16 500 H Shares 8.27% 7,000 3 1,000 H Shares
|
||
8,000 21 500 H Shares 7.45% 8,000 5 1,000 H Shares
|
||
9,000 135 500 H Shares 6.83% 9,000 40 1,000 H Shares
|
||
10,000 92 500 H Shares 6.41% 10,000 36 1,000 H Shares
|
||
15,000 71 500 H Shares 4.80% 15,000 56 1,000 H Shares
|
||
20,000 74 500 H Shares 3.94% 20,000 100 1,000 H Shares
|
||
25,000 34 500 H Shares 3.39% 25,000 77 1,000 H Shares
|
||
30,000 9 500 H Shares 3.01% 30,000 37 1,000 H Shares
|
||
|
||
|
||
--- page 14 ---
|
||
35,000 1 500 H Shares 2.76% 35,000 13 1,000 H Shares
|
||
40,000 1 500 H Shares 2.45% 40,000 26 1,000 H Shares
|
||
45,000 16 1,000 H Shares 2.22%
|
||
50,000 77 1,000 H Shares 2.10% 50,000 9 1,500 H Shares
|
||
60,000 8 1,000 H Shares 1.89% 60,000 3 1,500 H Shares
|
||
70,000 9 1,000 H Shares 1.68% 70,000 5 1,500 H Shares
|
||
80,000 9 1,000 H Shares 1.54% 80,000 8 1,500 H Shares
|
||
90,000 3 1,000 H Shares 1.43% 90,000 4 1,500 H Shares
|
||
100,000 13 1,000 H Shares 1.31% 100,000 21 1,500 H Shares
|
||
200,000 12 1,500 H Shares 0.75%
|
||
300,000 4 1,500 H Shares 0.61% 300,000 8 2,000 H Shares
|
||
400,000 36 2,000 H Shares 0.50%
|
||
500,000 5 351,500 H Shares 70.30%
|
||
600,000 1 421,000 H Shares 70.17%
|
||
Total 4,677 4,357,000 H Shares
|
||
|
||
|
||
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.
|
||
|
||
REALLOCATION AND ALLOTMENT TO CORNERSTONE INVESTORS
|
||
As the Hong Kong Public Offering has been oversubscribed but the International Offering was slightly
|
||
undersubscribed, the reallocation procedure pursuant to paragraph 8 and 9 of Chapter 4.14 (Offering-
|
||
related Mechanisms) of the Guide and as disclosed in the Prospectus has been applied. Pursuant to the
|
||
aforementioned reallocation procedure, 827,000 Offer Shares were reallocated from the International
|
||
Offering to the Hong Kong Public Offering and the final number of Offer Shares under the Hong Kong
|
||
Public Offering is adjusted to 4,357,000 H Shares, representing approximately 12.3% of the total
|
||
number of Offer Shares initially available under the Global Offering.
|
||
Taking into consideration that, among others, the cornerstone investments are long-term in scope and
|
||
the Company is of the view that the confidence from Cornerstone Investors may influence the market's
|
||
perception, the Company exercised its discretion and d ecided not to deduct the number of H Shares
|
||
subscribed by the Cornerstone Investors on a pro rata basis in accordance with the mechanism as
|
||
disclosed in the Prospectus.
|
||
PUBLIC FLOAT
|
||
The Directors confirm that immediately after the Global Offering, (i) the total number of H Shares
|
||
held by the public represents 25.00% of the total number of issued H Shares of the Company and will
|
||
|
||
|
||
--- page 15 ---
|
||
satisfy the minimum percentage as prescribed by Rule 8.08(1) of the Listing Rules; (ii) the three largest
|
||
public Shareholders do not hold more than 50% of the Shares held in public hands at the time of the
|
||
Listing in compliance with Rule 8.08(3) and Rule 8.24 of the Listing Rules; (iii) there will not be any
|
||
new substantial shareholder (as defined in the Listing Rules) of the Company; 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.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that , except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s H shares.
|
||
The Directors confirm that, to the best of their knowledge, 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 trading fee payable.
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
|
||
Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy or
|
||
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
|
||
or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the District
|
||
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
|
||
purchase or subscribe for securities in the United States. 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 o f securities in the United States.
|
||
The Offer Shares are being offered and sold 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 29 July 2024 issued by Zhongmiao Holdings (Qingdao) 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 Joint Sponsors and the Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
|
||
the occurrence of any of the events set out in the paragraph headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement –
|
||
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 6 August 2024).
|
||
|
||
|
||
--- page 16 ---
|
||
COMMENCEMENT OF DEALINGS
|
||
H Share certificates will only become valid evidence of title at 8 : 00 a.m. on Tuesday, 6
|
||
August 2024 provided that (i) the Global O ffering has become unconditional in all
|
||
respects and (ii) the right of termination as described in ‘‘Underwriting — Underwriting
|
||
Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination’’ in the Prospectus has not b een exercised. Investors who trade H Shares
|
||
on the basis of publicly available allocati on details or prior to the receipt of H Share
|
||
certificates or prior to the H Share certific ates becoming valid evidence of title do so
|
||
entirely at their own risk.
|
||
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00
|
||
a.m. in Hong Kong on Tuesday, 6 August 2024, it is expected that dealings in the H
|
||
Shares on the Stock Exchange will commenc e at 9 : 00 a.m. on Tuesday, 6 August 2024.
|
||
The H Shares will be traded in board lots of 500 H Shares each and the stock code of the
|
||
H Shares will be 1471.
|
||
By order of the Board
|
||
Zhongmiao Holdings (Qingdao) Co., Ltd.
|
||
Lu Yao
|
||
Chairman and Executive Director
|
||
Hong Kong, 5 August 2024
|
||
As at the date of this announcement, the Boa rd comprises Mr. Lu Yao, Mr. Zhang Zhiquan,
|
||
Ms. Li Tian and Mr. Wang Heping as executiv e Directors; and Ms. Fang Qiaoling, Mr.
|
||
Chung Wai Man and Ms. Ng Sin Kiu as ind ependent non-executive Directors.
|
||
–4–
|