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.
1309 lines
38 KiB
Plaintext
1309 lines
38 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated November 30, 2023 (the “Prospectus ”) issued by Xiamen Yan Palace Bird ’s Nest
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Industry Co., Ltd. (ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read
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the Prospectus for detailed information about the Company and the Global Offering described below before deciding
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whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken
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solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
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or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have not been, and
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will not be, registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities
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Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged
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or otherwise transferred within the United States, except pursuant to an available 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 with any applicable state
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securities laws. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being
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offered and sold solely outside the United States in offshore transactions in reliance on Regulation S under the U.S.
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Securities Act.
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In connection with the Global Offering, GF Securities (Hong Kong) Brokerage Limited as stabilizing manager
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(the “Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect
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transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which
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might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
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Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be
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done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may
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be discontinued at any time. Any such stabilizing activity is required to be brought to an end on Saturday, January
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6, 2024, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. Such
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stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited and
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GF Capital (Hong Kong) Limited together act as the Joint Sponsors; China International Capital Corporation Hong
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Kong Securities Limited and GF Securities (Hong Kong) Brokerage Limited together act as the Overall Coordinators;
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China International Capital Corporation Hong Kong Securities Limited, GF Securities (Hong Kong) Brokerage Limited
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and Citigroup Global Markets Asia Limited together act as the Joint Global Coordinators; and China International
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Capital Corporation Hong Kong Securities Limited, GF Securities (Hong Kong) Brokerage Limited, Citigroup Global
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Markets Asia Limited (in relation to the Hong Kong Public Offering), Citigroup Global Markets Limited (in relation
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to the International Offering), Valuable Capital Limited, Futu Securities International (Hong Kong) Limited and Tiger
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Brokers (HK) Global Limited together act as the Capital Market Intermediaries.
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--- page 2 ---
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2
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer
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than the stabilization period which begins on the Listing Date and is expected to expire on Saturday, January 6, 2024,
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being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no
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further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the
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Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect
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upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements
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and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time prior to 8:00
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a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Tuesday, December 12, 2023).
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In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the
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International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International
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Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable
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by the Overall Coordinators (on behalf of the International Underwriters) at any time from the Listing Date until 30
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days after the last day for lodging applications under the Hong Kong Public Offering (being Saturday, January 6,
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2024), to require the Company to issue up to an aggregate of 4,800,000 additional Offer Shares, representing 15% of
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the number of Offer Shares initially available under the Global Offering at the Offer Price to cover over-allocations in
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the International Offering, if any.
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--- page 3 ---
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3
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XIAMEN YAN PALACE BIRD ’S NEST INDUSTRY CO., LTD.
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ʮ̡
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(a joint stock company incorporated in the People ’s Republic of China with limited liability)
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Global Offering
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Number of Offer Shares under the Global
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Offering
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: 32,000,000 H Shares (subject to
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the Over-allotment Option)
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Number of Hong Kong Offer Shares : 12,800,000 H Shares (as adjusted
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after reallocation)
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Number of International Offer Shares : 19,200,000 H Shares (as adjusted
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after reallocation and subject to the
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Over-allotment Option)
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Final Offer Price : HK$9.70 per H Share, plus brokerage
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of 1%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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Nominal value : RMB0.2 per H Share
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Stock code : 1497
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Joint Sponsors
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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--- page 4 ---
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XIAMEN YAN PALACE BIRD'S NEST INDUSTRY CO., LTD. / 廈門燕之屋燕窩產業
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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 30 November 2023 (the “Prospectus”) issued by Xiamen Yan
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Palace Bird's Nest Industry Co., Ltd. (廈門燕之屋燕窩產業股份有限公司) (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 1497
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Stock short name YAN PALACE
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Dealings commencement date 12 December 2023*
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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$9.700
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Offer Price Range HK$8.800 - HK$11.000
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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 32,000,000
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Number of Offer Shares in Public Offer (after reallocation) 12,800,000
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Number of offer shares in International Offer (after
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reallocation)
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19,200,000
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Number of issued shares upon Listing 465,500,000
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The number of offer shares above is determined after taking into account the additional shares issued
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under the following Offer Size Adjustment Option
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option -
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- Public Offer -
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- International Offer -
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Over-allocation
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No. of Offer Shares over-allocated 4,800,000
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$ 310.40 million
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--- page 5 ---
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (53.94) million
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Net proceeds HK$ 256.46 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the Prospectus dated 30 November 2023.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 11,440
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No. of successful applications 4,655
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Subscription level 83.63 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 3,200,000
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No. of Offer Shares reallocated from the International Offer (claw-
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back)
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9,600,000
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Final no. of Offer Shares under the Public Offer (after
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reallocation)
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12,800,000
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% of Offer Shares under the Public Offer to the Global Offering 40.00%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to
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https://www.hkeipo.hk/iporesult to perform a search by name or identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFER
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No. of placees 158
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Subscription Level 1.27 times
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No. of Offer Shares initially available under the International
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Offer
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28,800,000
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No. of Offer Shares reallocated to the Public Offer (claw-back) 9,600,000
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Final no. of Offer Shares under the International Offer (after
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reallocation)
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24,000,000
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% of Offer Shares under the International Offer to the Global
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Offering
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60.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, Supervisors, chief executive of the Company, controlling shareholders, substantial shareholders,
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existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors, Supervisors, chief executive of the Company, controlling 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 of 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 Offer 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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PT. Anugerah
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Citra Walet
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Indonesia
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4,010,000 12.53% 1.22% 0.86% No
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PT Esta
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Indonesia 2,411,200 7.54% 0.73% 0.52% No
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PT Niaga
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Cakrawala
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Sukses
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2,411,200 7.54% 0.73% 0.52% No
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WU Chen / 吳琛 1,607,200 5.02% 0.49% 0.35% No
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Value Partners
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Hong Kong
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Limited and
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Value Partners
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Limited
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1,607,200 5.02% 0.49% 0.35% No
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WONG Sing
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Kwong Cyrus /
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黃成光
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803,600 2.51% 0.24% 0.17% No
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Total 12,850,400 40.16% 3.91% 2.76%
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Allottee with waiver/consent 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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China Southern
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Asset
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Management
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Co., Ltd. / 南方
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基金管理股份
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有限公司
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520,000 1.63% 0.16% 0.11% Connected
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client, and Non-
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SFC authorised
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fund
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Total 520,000 1.63% 0.16% 0.11%
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#The H Shares placed to the above allottee are held on behalf of independent third parties (as defined in the
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Guidance Letter HKEX-GL85-16) and are in compliance with all the conditions under the consent granted by
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the Stock Exchange.
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--- page 7 ---
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Allottees who are customer(s) or client(s) / supplier(s) of the issuer
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Investor
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No. of 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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PT. Anugerah
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Citra Walet
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Indonesia
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4,010,000 12.53% 1.22% 0.86% Supplier of the
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issuer
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PT Esta
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Indonesia 2,411,200 7.54% 0.73% 0.52% Supplier of the
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issuer
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PT Niaga
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Cakrawala
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Sukses
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2,411,200 7.54% 0.73% 0.52% Supplier of the
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issuer
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Total 8,832,400 27.6% 2.69% 1.90%
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of shares
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held in the
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Company subject
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to lock-up
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undertakings
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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
|
||
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
|
||
subject to lock-up
|
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undertakings upon
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listing (assuming
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the Over-allotment
|
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Option is not
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exercised)
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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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Note 3
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Xiamen
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Shuangdanma
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Industrial
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Development Co.,
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Ltd. ("Xiamen
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Suntama") / 廈門市
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雙丹馬實業發展有限
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公司 Note 1
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91,785,560
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(including
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45,892,780 H
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Shares)
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13.95% 19.72%
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11 December
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2024
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ZHENG Wenbin / 鄭
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文濱 Note 2
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33,273,040
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(including
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16,636,520 H
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Shares)
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5.06% 7.15%
|
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11 December
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2024
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LI Youquan / 李有泉
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33,249,145
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(including
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16,624,575 H
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Shares)
|
||
5.05% 7.14%
|
||
11 December
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2024
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XUE Fengying / 薛鳳
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英 Note 2 8,625,000 2.62% 1.85% 11 December
|
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2024
|
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Xiamen Jinyan
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Tengfei Equity
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Investment
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Partnership (Limited
|
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Partnership) ("Jinyan
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Tengfei LP") / 廈門
|
||
8,208,320 2.50% 1.76%
|
||
11 December
|
||
2024
|
||
|
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--- page 8 ---
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Name
|
||
Number of shares
|
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held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 3
|
||
金燕騰飛股權投資合
|
||
夥企業(有限合夥)
|
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Note 1
|
||
HUANG Jian / 黃健
|
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Note 1 4,335,000 1.32% 0.93% 11 December
|
||
2024
|
||
Subtotal 179,476,065
|
||
(including
|
||
100,322,195 H
|
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Shares)
|
||
30.50% 38.56%
|
||
|
||
|
||
Notes:
|
||
1. As of the Latest Practicable Date, Xiamen Suntama is an entity controlled by Mr. HUANG Jian, and Mr.
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HUANG was the sole general partner of Jinyan Tengfei LP . Therefore, Mr. HUANG is deemed to be
|
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interested in the Shares in which Xiamen Suntama and Jinyan Tengfei LP are respectively interested in.
|
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2. Ms. XUE Fengying is the spouse of Mr. ZHENG Wenbin. Accordingly, they are deemed to be interested
|
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in the same number of Shares of each other.
|
||
3. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
|
||
Pre-IPO Investors (as defined in the “History, Development and Corporate Structure” section of the
|
||
Prospectus)
|
||
Name
|
||
Number of shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 3
|
||
Xiamen Guangyao
|
||
Tianxiang Equity
|
||
Investment
|
||
Partnership LP
|
||
("Guangyao
|
||
Tianxiang LP") / 廈
|
||
門光耀天祥股權投
|
||
資合夥企業(有限合
|
||
夥) Note 1
|
||
60,000,000
|
||
(including
|
||
30,000,000 H
|
||
Shares)
|
||
9.12% 12.89% 11 December
|
||
2024
|
||
Xiamen Jinyanlai
|
||
Investment
|
||
Partnership (Limited
|
||
41,666,670 12.67% 8.95% 11 December
|
||
2024
|
||
|
||
|
||
--- page 9 ---
|
||
Name
|
||
Number of shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 3
|
||
Partnership) / 廈門金
|
||
燕來投資合夥企業
|
||
(有限合夥)
|
||
Beijing Hongyan
|
||
Equity Investment
|
||
Center (Limited
|
||
Partnership) / 北京弘
|
||
燕股權投資中心(有
|
||
限合夥)
|
||
38,857,460 11.81% 8.35% 11 December
|
||
2024
|
||
HU Qiaohong / 胡巧
|
||
紅
|
||
32,978,655
|
||
(including
|
||
16,489,325 H
|
||
Shares)
|
||
5.01% 7.08% 11 December
|
||
2024
|
||
Fujian Yangming
|
||
Kangyi
|
||
Biopharmaceutical
|
||
Venture Capital LP
|
||
("Yangming Kangyi
|
||
LP") / 福建陽明康怡
|
||
生物醫藥創業投資
|
||
企業(有限合夥) Note 2
|
||
16,666,665
|
||
(including
|
||
8,333,335 H
|
||
Shares)
|
||
2.53% 3.58% 11 December
|
||
2024
|
||
ZENG Huanrong / 曾
|
||
煥容
|
||
15,646,665 4.76% 3.36% 11 December
|
||
2024
|
||
LIU Zhen / 劉震 Note 1 12,020,475 3.65% 2.58% 11 December
|
||
2024
|
||
HUANG Jincheng /
|
||
黃進成
|
||
11,250,000 3.42% 2.42% 11 December
|
||
2024
|
||
SHI Tao / 師濤 5,208,335
|
||
(including
|
||
2,604,165 H
|
||
Shares)
|
||
0.79% 1.12% 11 December
|
||
2024
|
||
Xiamen Torch
|
||
Industrial
|
||
Development Equity
|
||
Investment Fund Co.,
|
||
Ltd. / 廈門火炬產業
|
||
發展股權投資基金
|
||
有限公司
|
||
4,166,665 1.27% 0.90% 11 December
|
||
2024
|
||
Jinjiang Tianyi Runli
|
||
Equity Investment
|
||
Partnership (Limited
|
||
Partnership) / 晉江天
|
||
4,166,665 1.27% 0.90% 11 December
|
||
2024
|
||
|
||
|
||
--- page 10 ---
|
||
Name
|
||
Number of shares
|
||
held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 3
|
||
壹潤禮股權投資合
|
||
夥企業(有限合夥)
|
||
HUANG Wenxiao /
|
||
黃文小
|
||
3,998,335 1.22% 0.86% 11 December
|
||
2024
|
||
Pingtan Jinjun
|
||
Hongyan Investment
|
||
Partnership LP
|
||
("Jinjun Hongyan
|
||
LP") / 平潭金駿鴻燕
|
||
投資合夥企業(有限
|
||
合夥) Note 2
|
||
2,777,780 0.84% 0.60% 11 December
|
||
2024
|
||
ZHANG Qing / 張青 2,083,335 0.63% 0.45% 11 December
|
||
2024
|
||
WU Junjie / 吳俊傑 2,083,335 0.63% 0.45% 11 December
|
||
2024
|
||
Subtotal 253,571,040
|
||
(including
|
||
196,144,210 H
|
||
Shares)
|
||
59.63% 54.47%
|
||
Notes:
|
||
1. Xiamen Guangyao Tianxiang Investment Co., Ltd. is the sole general partner of Guangyao Tianxiang
|
||
LP. Mr. LIU Zhen held 80% of the limited partnership interests of Guangyao Tianxiang LP and controls
|
||
Xiamen Guangyao Tianxiang Investment. Co., Ltd. as of the Latest Practicable Date. Mr. LIU is
|
||
therefore deemed to be interested in the Shares held by Guangyao Tianxiang LP.
|
||
2. Fujian Yangming Venture Capital Co., Ltd. ( 福建陽明創業投資有限公司) (“Yangming Venture”) is
|
||
the general partner of both of Yangming Kangyi LP and Jinjun Hongyan LP, and therefore Yangming
|
||
Venture is deemed to be interested in the interests held by Yangming Kangyi LP and Jinjun Hongyan
|
||
LP.
|
||
3. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
Directors
|
||
Name
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 4
|
||
ZHENG Wenbin / 鄭
|
||
文濱 Note 1
|
||
33,273,040
|
||
(including
|
||
16,636,520 H
|
||
Shares)
|
||
5.06% 7.15% 11 December
|
||
2024
|
||
|
||
|
||
--- page 11 ---
|
||
Name
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 4
|
||
LI Youquan / 李有泉
|
||
33,249,145
|
||
(including
|
||
16,624,575 H
|
||
Shares)
|
||
5.05% 7.14% 11 December
|
||
2024
|
||
LIU Zhen / 劉震 Note 2 12,020,475 3.65% 2.58% 11 December
|
||
2024
|
||
HUANG Jian / 黃健
|
||
Note 3 4,335,000 1.32% 0.93% 11 December
|
||
2024
|
||
Subtotal 82,877,660
|
||
(including
|
||
49,616,570 H
|
||
Shares)
|
||
15.08% 17.80%
|
||
Notes:
|
||
1. Ms. XUE Fengying is the spouse of Mr. ZHENG Wenbin. Accordingly, they are deemed to be interested
|
||
in the same number of Shares of each other. Please refer to the section headed "Lock -up Undertakings
|
||
– Controlling Shareholders" above for further details.
|
||
2. Mr. LIU is deemed to be interested in the Shares held by Guangyao Tianxiang LP. Please refer to the
|
||
section headed "Lock-up Undertakings – Pre-IPO Investors" above for further details.
|
||
3. Mr. HUANG is deemed to be interested in the Shares in which Xiamen Suntama and Jinyan Tengfei
|
||
LP are respectively interested in. Please refer to the section headed "Lock -up Undertakings –
|
||
Controlling Shareholders" above for further details.
|
||
4. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
|
||
Existing Shareholders (other than the Pre-IPO Investors as defined in the “History, Development and
|
||
Corporate Structure” section of the Prospectus)
|
||
Name
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note
|
||
CHEN Zhigao /陳志
|
||
高
|
||
226,450 0.07% 0.05% 11 December
|
||
2024
|
||
XIONG Ting / 熊婷 226,445 0.07% 0.05% 11 December
|
||
2024
|
||
Subtotal 452,895 0.14% 0.10%
|
||
Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
|
||
Law.
|
||
|
||
Cornerstone Investors
|
||
|
||
|
||
--- page 12 ---
|
||
Name
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued H-
|
||
shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
PT. Anugerah Citra
|
||
Walet Indonesia
|
||
4,010,000 1.22% 0.86% 11 December
|
||
2024
|
||
PT Esta Indonesia 2,411,200 0.73% 0.52% 11 December
|
||
2024
|
||
PT Niaga Cakrawala
|
||
Sukses
|
||
2,411,200 0.73% 0.52% 11 December
|
||
2024
|
||
WU Chen / 吳琛 1,607,200 0.49% 0.35% 11 June 2024
|
||
Value Partners Hong
|
||
Kong Limited and
|
||
Value Partners
|
||
Limited
|
||
1,607,200 0.49% 0.35% 11 June 2024
|
||
WONG Sing Kwong
|
||
Cyrus / 黃成光
|
||
803,600 0.24% 0.17% 11 December
|
||
2024
|
||
Subtotal 12,850,400 3.91% 2.76%
|
||
|
||
The Cornerstone Investors shall not dispose of any of the Offer Shares subscribed pursuant to the
|
||
Cornerstone Investment Agreements on or before the indicated date.
|
||
|
||
|
||
--- page 13 ---
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming the Over-
|
||
allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-allotment
|
||
Option is exercised and
|
||
new H Shares are
|
||
issued)
|
||
Number of
|
||
Shares held upon Listing
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming no exercise of the
|
||
Over-allotment Option)
|
||
·% of total issued share
|
||
capital upon Listing
|
||
(assuming the Over-
|
||
allotment Option is
|
||
exercised and new H
|
||
Shares are issued)
|
||
Top 1 4,010,000 20.89% 16.71% 12.53% 10.90% 4,010,000 0.86% 0.85%
|
||
Top 5 13,619,600 70.94% 56.75% 42.56% 37.01% 13,619,600 2.93% 2.90%
|
||
Top 10 18,411,600 95.89% 76.72% 57.54% 50.03% 18,411,600 3.96% 3.91%
|
||
Top 25 22,992,400 119.75% 95.80% 71.85% 62.48% 22,992,400 4.94% 4.89%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 14 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued H
|
||
Shares
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of
|
||
total
|
||
issued H
|
||
Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and
|
||
new H
|
||
Shares
|
||
are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 58,436,100 17.77% 17.51% 104,328,880
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 197,617,225 60.08% 59.22% 290,146,525
|
||
Top 10 0 0.00% 0.00% 0.00% 0.00% 268,738,905 81.70% 80.53% 402,715,435
|
||
Top 25 17,070,400 88.91% 71.13% 53.35% 46.39% 313,536,805 95.32% 93.95% 450,117,505
|
||
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Sharehol
|
||
ders
|
||
Number
|
||
of H Sha
|
||
res allott
|
||
ed
|
||
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 58,436,100 104,328,880 22.41% 22.18%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 197,617,225 290,146,525 62.33% 61.69%
|
||
Top 10 0 0.00% 0.00% 0.00% 0.00% 268,738,905 402,715,435 86.51% 85.63%
|
||
Top 25 17,070,4
|
||
00
|
||
88.91% 71.13% 53.35% 46.39% 313,536,805 450,117,505 96.70% 95.71%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 15 ---
|
||
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:
|
||
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
H Shares
|
||
applied
|
||
for
|
||
Pool A
|
||
|
||
Number
|
||
of H
|
||
Shares
|
||
applied
|
||
for
|
||
Number
|
||
of valid
|
||
applications
|
||
|
||
|
||
Basis of allocation/ballot
|
||
|
||
400 3,857 232 out of 3,857 applicants to receive 400 H Shares 6.02%
|
||
800 1,138 131 out of 1,138 applicants to receive 400 H Shares 5.76%
|
||
1,200 772 130 out of 772 applicants to receive 400 H Shares 5.61%
|
||
1,600 258 57 out of 258 applicants to receive 400 H Shares 5.52%
|
||
2,000 371 102 out of 371 applicants to receive 400 H Shares 5.50%
|
||
2,400 156 51 out of 156 applicants to receive 400 H Shares 5.45%
|
||
2,800 109 41 out of 109 applicants to receive 400 H Shares 5.37%
|
||
3,200 111 47 out of 111 applicants to receive 400 H Shares 5.29%
|
||
3,600 114 54 out of 114 applicants to receive 400 H Shares 5.26%
|
||
4,000 1,431 743 out of 1,431 applicants to receive 400 H Shares 5.19%
|
||
6,000 220 167 out of 220 applicants to receive 400 H Shares 5.06%
|
||
8,000 492 489 out of 492 applicants to receive 400 H Shares 4.97%
|
||
10,000 248 400 H Shares plus 56 out of 248 applicants to receive an additional
|
||
400 H Shares 4.90%
|
||
12,000 123 400 H Shares plus 56 out of 123 applicants to receive an additional
|
||
400 H Shares 4.85%
|
||
14,000 81 400 H Shares plus 55 out of 81 applicants to receive an additional
|
||
400 H Shares 4.80%
|
||
16,000 101 400 H Shares plus 92 out of 101 applicants to receive an additional
|
||
400 H Shares 4.78%
|
||
18,000 154 800 H Shares plus 19 out of 154 applicants to receive an additional
|
||
400 H Shares 4.72%
|
||
20,000 298 800 H Shares plus 103 out of 298 applicants to receive an
|
||
additional 400 H Shares 4.69%
|
||
30,000 186 1,200 H Shares plus 80 out of 186 applicants to receive an
|
||
additional 400 H Shares 4.57%
|
||
40,000 185 1,600 H Shares plus 90 out of 185 applicants to receive an
|
||
additional 400 H Shares 4.49%
|
||
50,000 105 2,000 H Shares plus 56 out of 105 applicants to receive an
|
||
additional 400 H Shares 4.43%
|
||
60,000 106 2,400 H Shares plus 60 out of 106 applicants to receive an
|
||
additional 400 H Shares 4.38%
|
||
70,000 53 2,800 H Shares plus 31 out of 53 applicants to receive an additional
|
||
400 H Shares 4.33%
|
||
80,000 71 3,200 H Shares plus 42 out of 71 applicants to receive an additional
|
||
400 H Shares 4.30%
|
||
|
||
|
||
--- page 16 ---
|
||
90,000 46 3,600 H Shares plus 28 out of 46 applicants to receive an additional
|
||
400 H Shares 4.27%
|
||
100,000 292 4,000 H Shares plus 171 out of 292 applicants to receive an
|
||
additional 400 H Shares 4.23%
|
||
200,000 112 8,000 H Shares plus 30 out of 112 applicants to receive an
|
||
additional 400 H Shares 4.05%
|
||
300,000 39 11,600 H Shares plus 25 out of 39 applicants to receive an
|
||
additional 400 H Shares 3.95%
|
||
400,000 31 15,200 H Shares plus 24 out of 31 applicants to receive an
|
||
additional 400 H Shares 3.88%
|
||
|
||
Total
|
||
|
||
11,260 Total number of Pool A successful applicants: 4,475
|
||
|
||
Pool B
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
H Shares
|
||
applied
|
||
for
|
||
|
||
|
||
Number
|
||
of H
|
||
Shares
|
||
applied
|
||
for
|
||
Number
|
||
of valid
|
||
applications
|
||
|
||
|
||
Basis of allocation/ballot
|
||
|
||
|
||
500,000
|
||
|
||
114 26,800 H Shares 5.36%
|
||
|
||
600,000
|
||
|
||
15 32,000 H Shares 5.33%
|
||
|
||
700,000
|
||
|
||
9 37,200 H Shares 5.31%
|
||
|
||
800,000
|
||
|
||
8 42,400 H Shares 5.30%
|
||
|
||
900,000
|
||
|
||
7 47,600 H Shares 5.29%
|
||
|
||
1,000,000
|
||
|
||
9 52,400 H Shares 5.24%
|
||
|
||
1,200,000
|
||
|
||
3 61,200 H Shares 5.10%
|
||
|
||
1,400,000
|
||
|
||
1 71,200 H Shares 5.09%
|
||
|
||
1,600,000
|
||
|
||
14 80,800 H Shares 5.05%
|
||
|
||
Total
|
||
|
||
180 Total number of Pool B successful applicants: 180
|
||
|
||
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.
|
||
|
||
|
||
--- page 17 ---
|
||
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 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.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Under the International Offering, 520,000 Offer Shares, representing approximately 1.63% of the
|
||
total number of Offer Shares available under the Global Offering and approximately 0.11% of the
|
||
total issued share capital of the Company upon Listing, were placed to China Southern Asset
|
||
Management Co., Ltd. ("CSAM") as a placee, which is a member of the same group of companies
|
||
as Huatai Financial Holdings (Hong Kong) Limited ("Huatai"), one of the distributors in the Global
|
||
Offering, and thus a “connected client” of Huatai under paragraph 13(7) of Appendix 6 of the
|
||
Listing Rules (the “Placing Guidelines”).
|
||
|
||
The Offer Shares placed to CSAM are held by it on a discretionary basis on behalf of its underlying
|
||
clients (the "Ultimate Clients"), i.e. the holders of interests in the mutual funds managed by CSAM,
|
||
namely China Southern Hongkong Growth Dynamic Allocation Hybrid Fund, China Southern
|
||
Hongkong Preference Equity Fund and China Southern Global Dynamic Allocation Fund (the
|
||
"Relevant Funds").
|
||
|
||
To the best of CSAM's knowledge having made reasonable enquiries, CSAM confirms that (i) save
|
||
for one individual investor who is an independent third party holding approximately 5.27% interests
|
||
in China Southern Hongkong Preference Equity Fund, none of the Ultimate Clients is interested in
|
||
more than 5% interests in the Relevant Funds; and (ii) each of the Ultimate Clients is an independent
|
||
third party of CSAM, Huatai and the Company.
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Excha nge has granted to the
|
||
Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the Company to
|
||
allocate Offer Shares in the International Offering to CSAM.
|
||
|
||
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 const itute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
|
||
|
||
--- page 18 ---
|
||
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 Unit ed States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold 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 30 November 2023 issued by Xiamen Yan
|
||
Palace Bird's Nest Industry Co., Ltd. ( 廈門燕之屋燕窩產業股份有限公司 ) for detailed
|
||
information about the Global Offering described below before deciding whether or not to invest
|
||
in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Representatives (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 12 December 2023 ).
|
||
|
||
|
||
--- page 19 ---
|
||
4
|
||
PUBLIC FLOAT
|
||
Immediately after completion of the Global Offering, (i) taking into account the Conversion of
|
||
115,719,170 Unlisted Shares into H Shares to be issued and held by the Pre-IPO Investors and
|
||
existing Shareholders who are not core connected persons of our Company (as defined in the
|
||
Listing Rules), 147,719,170 H Shares, representing 31.73% of the total issued Shares (assuming
|
||
the Over-allotment Option is not exercised) will be held in the public hands, satisfying the
|
||
minimum percentage requirement under Rule 8.08(1) of the Listing Rules; (ii) the three largest
|
||
public Shareholders will not hold more than 50% of the Shares held in the public hands at the time
|
||
of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iii) there will be at
|
||
least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
The Directors confirm that immediately after the completion of the Global Offering, (i) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company;
|
||
and (ii) there will not be any new substantial shareholder (as defined in the Listing Rules) of the
|
||
Company.
|
||
COMMENCEMENT OF DEALINGS
|
||
H Share certificates will only become valid at 8:00 a.m. on Tuesday, December 12, 2023
|
||
(Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the section headed “Underwriting ” of the Prospectus has not been
|
||
exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share
|
||
certificates becoming valid do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional in all respects at or before 8:00 a.m. on
|
||
Tuesday, December 12, 2023, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Tuesday, December 12, 2023. The H Shares will be traded in board
|
||
lots of 400 H Shares each. The stock code of the H Shares is 1497.
|
||
By order of the Board
|
||
Xiamen Yan Palace Bird ’s Nest Industry Co., Ltd.
|
||
ʮ̡
|
||
HUANG Jian
|
||
Chairman and Executive Director
|
||
Hong Kong, December 11, 2023
|
||
As at the date of this announcement, the board of directors of the Company comprises (i) Mr.
|
||
HUANG Jian, Mr. ZHENG Wenbin, Mr. LI Youquan and Ms. HUANG Danyan as executive
|
||
directors; (ii) Mr. LIU Zhen and Mr. WANG Yalong as non-executive directors; and (iii) Mr.
|
||
XIAO Wei, Mr. CHEN Aihua and Mr. LAM Yiu Por as independent non-executive directors.
|