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.
1047 lines
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1047 lines
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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 April 24, 2026 (the “Prospectus ”) of Star Sports Medicine Co., Ltd. (ٰ
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ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
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detailed information about the Global Offering described below before deciding whether or not to invest in the Offer
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Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information
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provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in
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the United States. The securities mentioned herein have not been, and will not be, registered under the United States
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Securities Act of 1933, as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the
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United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in
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compliance with any applicable state securities laws, or outside the United States unless in compliance with Regulation
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S under the U.S. Securities Act. There will be no public offer of securities in the United States. The Offer Shares are
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being offered and sold 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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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to terms and conditions set out in
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the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not
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resident in Hong Kong.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-Overall Coordinators (for
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themselves and on behalf of the Hong Kong Underwriters) shall, in their sole and absolute discretion, be entitled to
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terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
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of any of the events set out in the paragraph headed “Underwriting { Underwriting Arrangements and Expenses {
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The Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong
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Kong time) on the Listing Date (which is currently expected to be on Tuesday, May 5, 2026).
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--- page 2 ---
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2
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STAR SPORTS MEDICINE 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
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Global Offering
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: 8,421,850 H Shares
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Number of Hong Kong Offer Shares: : 842,200 H Shares
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Number of International Offer Shares : 7,579,650 H Shares
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Offer Price : HK$98.50 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of
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0.00015%
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Nominal value : RMB1.00 per H Share
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Stock code : 1609
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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STAR SPORTS MEDICINE CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated April 24, 2026 (the “Prospectus ”) of Star Sports
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Medicine Co., Ltd. (ʮ̡ ) (the “Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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SUMMARY
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Company Information
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Stock code 1609
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Stock short name STAR SPORTS
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MED
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Dealings commencement date May 5, 2026*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$98.50
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Offer Shares and Share Capital
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Number of Offer Shares 8,421,850
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Number of Offer Shares in Hong Kong Public Offering 842,200
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Number of Offer Shares in International Offering 7,579,650
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Number of issued Shares upon Listing 54,831,344
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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$829.6 million
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Less: Estimated listing expenses payable based on Offer Price HK$71.2 million
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Net proceeds HK$758.4 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 300,735
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No. of successful applications 16,844
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Subscription level 7,823.13 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 842,200
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No. of Offer Shares reallocated from the International Offering N/A
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Final no. of Offer Shares under the Hong Kong Public Offering 842,200
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering 10.00%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to the designated
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results of allocations website at www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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the “Allotment Results” page of the White Form eIPO service at www.eipo.com.hk/eIPOAllotment for the full list of
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allottees.
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INTERNATIONAL OFFERING
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No. of placees 71
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Subscription Level 10.41 times
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No. of Offer Shares initially available under the International Offering 7,579,650
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No. of Offer Shares reallocated to the Hong Kong Public Offering N/A
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Final no. of Offer Shares under the International Offering 7,579,650
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% of Offer Shares under the International Offering to the
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Global Offering 90.00%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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waiver from strict compliance with Rule 10.04 of the Listing Rules, consents under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) and Chapter 4.15 of the
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Guide for New Listing Applicants ( “Listing Guide ”) granted by the Stock Exchange to permit the
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Company to, among other things, place certain H Shares in the International Offering to existing
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Shareholders and/or their close associates, (i) none of the Offer Shares subscribed by the placees
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and the public have been financed directly or indirectly by the Company, any of the Directors,
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chief executive of the Company, substantial shareholders, existing shareholders of the Company or
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any of its subsidiaries or their respective close associates; (ii) none of the placees and the public
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who have purchased the Offer Shares are accustomed to taking instructions from the Company, any
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of the Directors, chief executive of the Company, substantial shareholders, existing shareholders
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of the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
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otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of
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Offer
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Shares
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% of total
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issued
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share
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capital
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after
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the Global
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Offering
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Existing
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shareholders
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or their close
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associates
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JSC International Investment Fund SPC
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( “JSC International ”) for and on behalf of JSC
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International Investment Fund SPC-Shenghai SP
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( “Shenghai SP ”)
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1,968,550 23.37% 3.59% No
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OAP IV (HK) Limited (̬ಂ (ಥ)ʮ̡ )
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( “OAP IV ”) (Note 1)
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397,650 4.72% 0.73% Yes
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Greater Bay Area Development Fund Management
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Limited (ʮ̡ )
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( “GBAD Fund Management ”) for and on behalf of the
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Managed Account of Mega Prime Development Limited
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( “Mega Prime ”)
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318,100 3.78% 0.58% No
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GBAD Fund Management for and on behalf of the
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Managed Account of Poly Platinum Enterprises Limited
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( “Poly Platinum ”)
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238,600 2.83% 0.44% No
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Note:
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1. OAP IV is our existing Shareholder. The Company has applied to the Stock Exchange, and the Stock Exchange
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has granted a waiver under Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of the Placing
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Guidelines in relation to the subscription of the Offer Shares as Cornerstone Investor by OAP IV pursuant to
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the anti-dilution right. For further details, please refer to the section headed “Waiver from Strict Compliance
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with the Listing Rules { Waiver under Rule 10.04 and Consent under Paragraph 1C(2) of Appendix F1 to the
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Listing Rules in Respect of Subscriptions of Offer Shares by Existing Shareholders as Cornerstone Investors ”
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in the Prospectus and the section headed “Allotment Results Details { International Offering { Allottees with
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waiver/consents obtained ” in this announcement.
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--- page 6 ---
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6
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Allottees with waiver/consents obtained
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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
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Offer
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Shares
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% of
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total
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issued
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share
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capital
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after the
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Global
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Offering Relationship
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations to
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connected clients (Note 1)
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China Asset Management (Hong
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Kong) Limited
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(“China AMC ”)
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750 0.01% 0.00% A connected client of CLSA Limited
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( “CLSA”)
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China Galaxy International
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Investment Co., Limited
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(“CGII”)
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397,600 4.72% 0.73% A connected client of China Galaxy
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International Securities (Hong Kong)
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Co., Limited ( “CGIS”)
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China Universal Asset
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Management (Hong Kong)
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Company Limited
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(“China Universal (HK) ”)
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500 0.01% 0.00% A connected client of Orient Securities
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(Hong Kong) Limited
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( “Orient Securities ”)
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CITIC Securities International
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Capital Management Limited
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(“CSICM ”)
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1,200 0.01% 0.00% A connected client of CLSA
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Orient Asset Management
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(Hong Kong) Limited
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(“Orient AM ”)
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4,000 0.05% 0.01% A connected client of Orient Securities
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Hong Kong Haicheng Capital
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Limited ( “Haicheng Capital ”)
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440,300 5.23% 0.80% A connected client of Orient Securities
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Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
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paragraph 1C(2) of the Placing Guidelines in relation to allocation to existing Shareholders and/or their
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close associates as Cornerstone Investors or placees (Note 2)
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CGII 397,600 4.72% 0.73% A close associate of the Existing
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Shareholders (Note 3)
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Haicheng Capital 440,300 5.23% 0.80% A close associate of the Existing
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Shareholders
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OAP IV (Note 4) 397,650 4.72% 0.73% A cornerstone investor and an
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existing Shareholder
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--- page 7 ---
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7
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Notes:
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1. For details of the consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations to connected
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clients, please refer to the section headed “Additional Information – Placing to connected clients with a prior
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consent under paragraph 1C(1) of the Placing Guidelines ” in this announcement.
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2. The Stock Exchange has granted a waiver from the strict compliance with Rule 10.04 of the Listing Rules and
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a consent under paragraph 1C(2) of the Placing Guidelines to permit Offer Shares to be placed to the above
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placee who are close associate of certain existing Shareholders. Please refer to the section headed “Additional
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Information – Placing to close associates of existing Shareholders as placees with a waiver from the strict
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compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph 1C(2) of the Placing
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Guidelines ” in this announcement.
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3. As defined in Note 6 to the section headed “Additional Information – Placing to close associates of existing
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Shareholders as placees with a waiver from the strict compliance with Rule 10.04 of the Listing Rules and a
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prior consent under paragraph 1C(2) of the Placing Guidelines ” in this announcement. ”
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4. As disclosed in the Prospectus, OAP IV, as one of the Pre-IPO Investors, has the right pursuant to the August
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2025 Supplemental Agreement to purchase up to the number of ordinary shares of the Company offered in the
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Global Offering at the Offer Price that enables it to maintain its ownership interest percentage in the Company
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immediately prior to a qualified IPO (the “OAP IV Entitled Shares ”) (the “OAP IV Anti-Dilution Right ”).
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In the Global Offering, OAP IV will exercise the OAP IV Anti-Dilution Right to subscribe for additional
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Offer Shares at the Offer Price as a cornerstone investor in the International Offering. Following the exercise
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of the OAP IV Anti-Dilution Right, OAP IV shall not own more than its percentage shareholding interest in
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the Company as at immediately before the Global Offering. The Stock Exchange has granted a waiver from
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strict compliance with Rule 10.04 of the Listing Rules, and a consent under paragraph 1C(2) of the Placing
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Guidelines, to allow OAP IV to subscribe for Offer Shares in the Global Offering as a cornerstone investor.
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Such waiver and consent were granted on the basis that, among other things, (a) the allocation to OAP IV
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is necessary in order to give effect to the OAP IV Anti-Dilution Right under the August 2025 Supplemental
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Agreement and such allocation will not affect the Company ’s ability to satisfy the public float requirement
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under Rule 8.08 of the Listing Rules; (b) full disclosure of the OAP IV Anti-Dilution Right and the number
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of shares to be subscribed for by OAP IV will be made in the Prospectus, the allotment results announcement
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and the placee lists to be submitted to the Stock Exchange; (c) the OAP IV Entitled Shares will be subscribed
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for by OAP IV at the Offer Price and will not result in the percentage interest held by OAP IV in the Company
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increasing above the percentage interest held by OAP IV immediately prior to the Global Offering; and (d)
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the subscription of the OAP IV Entitled Shares by OAP IV will not have any impact on the Shares to be
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offered to the public investors in Hong Kong under the Hong Kong Public Offering, considering that OAP IV
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will subscribe for the OAP IV Entitled Shares in the International Offering at the same offer price and under
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substantially the same terms and conditions as other cornerstone investors in the Global Offering.
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--- page 8 ---
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8
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of
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H Shares
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held in the
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Company
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subject to
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lock-up
|
||
undertakings
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upon Listing
|
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% of total
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issued
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Shares in
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the Company
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upon 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 (Note 1)
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Mr. Dong Wenxing (Note 2) 15,382,400 28.05 % May 4, 2027
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Tianjin Yunkang Technology Center
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(Limited Partnership) (Note 2)
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1,900,000 3.47% May 4, 2027
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Tianjin Puhe Enterprise Management
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Consulting Partnership (Limited
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Partnership) (Note 2)
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1,094,401 1.99% May 4, 2027
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Tianjin Jikang Enterprise Management
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Consulting Partnership (Limited
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Partnership) (Note 2)
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871,061 1.59% May 4, 2027
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Subtotal 19,247,862 35.10%
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Notes:
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1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Laws. The
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required lock-up for the Controlling Shareholders ends on May 4, 2026, being 12 months following the Listing
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Date.
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2. The general partner of each of Tianjin Jikang, Tianjin Yunkang and Tianjin Puhe is Tianjin Bokang, which
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is held as to 99% by Mr. Dong and 1% by Ms. Zhang Di, our Non-Executive Director. Mr. Dong is the sole
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limited partner of both Tianjin Jikang and Tianjin Puhe. Tianjin Yunkang is an employee shareholding platform
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with 33 limited partners and Tianjin Bokang as its sole general partner, among which Mr. Dong held 64.77%
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partnership interest, our executive Director Mr. He Lu, our Supervisors Mr. Xu Jingtao, Mr. Yang Tengfei and
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Ms. Wang Yali, and our chief operating officer and deputy general manager Mr. Liu Shaobin, held 5.67%,
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1.13%, 1.13%, 0.57% and 2.27% partnership interest, respectively, with the remaining partnership interest held
|
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by our employees or former employees. None of the other limited partners hold 5% or more in Tianjin Yunkang
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or served as a Director, Supervisor or senior management of the Company. For further details, see “History,
|
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Development and Corporate Structure { OUR EMPLOYEE SHAREHOLDING PLATFORM. ”
|
||
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||
|
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--- page 9 ---
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9
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Pre-IPO Investors (as defined in the Prospectus)
|
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Name
|
||
Number
|
||
of H Shares held
|
||
in the Company
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
in the Company
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(Note 1)
|
||
Xiamen Defu Yuean Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership)/τҳ༟Υྫ
|
||
Άุ(Υྫ )
|
||
4,938,004 9.01% May 4, 2027
|
||
Suzhou Junlian Xinkang Venture
|
||
Investment (Limited Partnership)/ ᘽψ
|
||
ੰ௴ุҳ༟ΥྫΆุ (Υ
|
||
ྫ)
|
||
4,504,897 8.22% May 4, 2027
|
||
BEST ALIVE LIMITED/ʮ̡ 2,503,228 4.57% May 4, 2027
|
||
OAP IV (HK) Limited/̬ಂ (࠰
|
||
ಥ)ʮ̡
|
||
4,306,666 7.85% May 4, 2027
|
||
Anji Jintian Dinghao Enterprise
|
||
Management Consulting Partnership
|
||
(Limited Partnership)/
|
||
၍ଣፔ༔ΥྫΆุ (Υྫ )
|
||
2,276,333 4.15% May 4, 2027
|
||
Ningbo Meishan Bonded Port Qianyi
|
||
Equity Investment Partnership
|
||
Enterprise (Limited Partnership)/ت
|
||
ᛆҳ༟ΥྫΆุ
|
||
(Υྫ )
|
||
2,057,501 3.75% May 4, 2027
|
||
Beijing Yahui Jinlin Venture Capital
|
||
Partnership (Limited Partnership)/ ̏
|
||
ԯඩᎀᎌ௴ุҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ)
|
||
1,873,568 3.42% May 4, 2027
|
||
Beijing Jianxing Healthcare Industry
|
||
Equity Investment Partnership
|
||
(Limited Partnership)/ጳᔼᐕ
|
||
ᛆҳ༟ΥྫΆุ (Υ
|
||
ྫ)
|
||
1,405,177 2.56% May 4, 2027
|
||
Galaxy Yuanhui Investment Co., Ltd/ ვ
|
||
ʮ̡
|
||
1,170,980 2.14% May 4, 2027
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number
|
||
of H Shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
in the Company
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(Note 1)
|
||
Ningbo Xianda Venture Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership)/༺௴ุҳ༟Υྫ
|
||
Άุ(Υྫ )
|
||
702,588 1.28% May 4, 2027
|
||
Taizhou Sida Venture Capital
|
||
Partnership (Limited Partnership)/ ̨
|
||
༺௴ุҳ༟ΥྫΆุ (Υྫ )
|
||
224,828 0.41% May 4, 2027
|
||
Khorgos Dadao Venture Capital Co.,
|
||
Ltd./ʮ̡
|
||
9,368 0.02% May 4, 2027
|
||
Langma No. 61 (Shenzhen)
|
||
Entrepreneurship Investment Center
|
||
(Limited Partnership)/ီʬɤɓ
|
||
(ଉέ)௴ุҳ༟ʕː (Υྫ )
|
||
351,294 0.64% May 4, 2027
|
||
Langma No. 62 (Shenzhen)
|
||
Entrepreneurship Investment Center
|
||
(Limited Partnership)/ီʬɤɚ
|
||
(ଉέ)௴ุҳ༟ʕː (Υྫ )
|
||
351,294 0.64% May 4, 2027
|
||
3W Rivus Fund 485,906 0.89% May 4, 2027
|
||
Subtotal 27,161,632 49.54%
|
||
Notes:
|
||
1. Please see “History, Development and Corporate Structure { Information about our Pre-IPO Investors ” in the
|
||
Prospectus for the identities of the Pre-IPO Investors.
|
||
2. Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing Shareholders
|
||
(including the Pre-IPO Investors) are prohibited from disposing of any of the Shares held by them.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
Shares in
|
||
the Company
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
(Note 1)
|
||
JSC International for and on behalf of
|
||
Shenghai SP
|
||
1,968,550 3.59% November 4, 2026
|
||
OAP IV 397,650 0.73% November 4, 2026
|
||
GBAD Fund Management for and on
|
||
behalf of the Managed Account of
|
||
Mega Prime
|
||
318,100 0.58% November 4, 2026
|
||
GBAD Fund Management for and on
|
||
behalf of the Managed Account of Poly
|
||
Platinum
|
||
238,600 0.44% November 4, 2026
|
||
Note:
|
||
1. Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any time during
|
||
the period of six months from and inclusive of the Listing Date (the “Lock-up Period ”), dispose of any of the
|
||
Offer Shares they have purchased pursuant to the relevant Cornerstone Investment Agreements, save for certain
|
||
limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by the same
|
||
obligations of such Cornerstone Investor, including the Lock-up Period restriction.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 1,968,550 25.97% 23.37% 1,968,550 3.59%
|
||
Top 5 4,408,650 58.16% 52.35% 5,345,434 9.75%
|
||
Top 10 6,021,800 79.45% 71.50% 11,265,250 20.55%
|
||
Top 25 7,550,850 99.62% 89.66% 12,794,300 23.33%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHARE SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H
|
||
Share capital
|
||
upon Listing
|
||
Top 1 – 0.00% 0.00% 19,247,862 35.10%
|
||
Top 5 397,650 5.25% 4.72% 38,174,640 69.62%
|
||
Top 10 3,204,100 42.27% 38.05% 47,254,120 86.18%
|
||
Top 25 7,033,800 92.80% 83.52% 53,443,294 97.47%
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 – 0.00% 0.00% 19,247,862 19,247,862 35.10%
|
||
Top 5 397,650 5.25% 4.72% 38,174,640 38,174,640 69.62%
|
||
Top 10 3,204,100 42.27% 38.05% 47,254,120 47,254,120 86.18%
|
||
Top 25 7,033,800 92.80% 83.52% 53,443,294 53,443,294 97.47%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by Shareholders upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
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:
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
50 69,002 1,034 out of 69,002 to receive 50 Shares 1.50%
|
||
100 33,023 499 out of 33,023 to receive 50 Shares 0.76%
|
||
150 7,906 121 out of 7,906 to receive 50 Shares 0.51%
|
||
200 8,839 137 out of 8,839 to receive 50 Shares 0.39%
|
||
250 6,365 99 out of 6,365 to receive 50 Shares 0.31%
|
||
300 4,315 69 out of 4,315 to receive 50 Shares 0.27%
|
||
350 2,525 41 out of 2,525 to receive 50 Shares 0.23%
|
||
400 3,268 54 out of 3,268 to receive 50 Shares 0.21%
|
||
450 2,640 44 out of 2,640 to receive 50 Shares 0.19%
|
||
500 14,849 248 out of 14,849 to receive 50 Shares 0.17%
|
||
600 3,021 52 out of 3,021 to receive 50 Shares 0.14%
|
||
700 2,213 39 out of 2,213 to receive 50 Shares 0.13%
|
||
800 2,195 39 out of 2,195 to receive 50 Shares 0.11%
|
||
900 3,215 59 out of 3,215 to receive 50 Shares 0.10%
|
||
1,000 11,642 218 out of 11,642 to receive 50 Shares 0.09%
|
||
1,500 5,867 119 out of 5,867 to receive 50 Shares 0.07%
|
||
2,000 5,426 118 out of 5,426 to receive 50 Shares 0.05%
|
||
2,500 4,462 104 out of 4,462 to receive 50 Shares 0.05%
|
||
3,000 3,995 99 out of 3,995 to receive 50 Shares 0.04%
|
||
3,500 2,804 74 out of 2,804 to receive 50 Shares 0.04%
|
||
4,000 2,715 76 out of 2,715 to receive 50 Shares 0.03%
|
||
4,500 2,348 69 out of 2,348 to receive 50 Shares 0.03%
|
||
5,000 15,606 483 out of 15,606 to receive 50 Shares 0.03%
|
||
10,000 10,525 481 out of 10,525 to receive 50 Shares 0.02%
|
||
15,000 6,565 397 out of 6,565 to receive 50 Shares 0.02%
|
||
20,000 5,554 417 out of 5,554 to receive 50 Shares 0.02%
|
||
25,000 4,436 399 out of 4,436 to receive 50 Shares 0.02%
|
||
30,000 3,881 406 out of 3,881 to receive 50 Shares 0.02%
|
||
35,000 2,806 338 out of 2,806 to receive 50 Shares 0.02%
|
||
40,000 2,677 369 out of 2,677 to receive 50 Shares 0.02%
|
||
45,000 2,145 332 out of 2,145 to receive 50 Shares 0.02%
|
||
50,000 8,074 1,388 out of 8,074 to receive 50 Shares 0.02%
|
||
264,904 Total number of Pool A successful applicants: 8,422
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
60,000 8,471 1,291 out of 8,471 to receive 50 Shares 0.01%
|
||
70,000 3,525 567 out of 3,525 to receive 50 Shares 0.01%
|
||
80,000 2,918 493 out of 2,918 to receive 50 Shares 0.01%
|
||
90,000 2,074 368 out of 2,074 to receive 50 Shares 0.01%
|
||
100,000 6,323 1,174 out of 6,323 to receive 50 Shares 0.01%
|
||
150,000 3,699 839 out of 3,699 to receive 50 Shares 0.01%
|
||
200,000 2,196 589 out of 2,196 to receive 50 Shares 0.01%
|
||
250,000 1,528 505 out of 1,528 to receive 50 Shares 0.01%
|
||
300,000 1,045 415 out of 1,045 to receive 50 Shares 0.01%
|
||
350,000 807 375 out of 807 to receive 50 Shares 0.01%
|
||
421,100 3,245 1,806 out of 3,245 to receive 50 Shares 0.01%
|
||
35,831 Total number of Pool B successful applicants: 8,422
|
||
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.
|
||
ADDITIONAL INFORMATION
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of certain
|
||
distributors pursuant to the Placing Guidelines. Details of the placement to connected clients are
|
||
set out below.
|
||
Connected
|
||
client Connected distributor Relationship
|
||
Whether the
|
||
connected client will
|
||
hold beneficial
|
||
interests of Offer
|
||
Shares on a non-
|
||
discretionary
|
||
or discretionary
|
||
basis for independent
|
||
third parties
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
China AMC CLSA Limited ( “CLSA”),
|
||
Futu Securities International
|
||
(Hong Kong) Limited
|
||
(“Futu Securities ”)
|
||
See Note 1 Discretionary basis 750 0.01% 0.00%
|
||
CGII China Galaxy International
|
||
Securities (Hong Kong) Co.,
|
||
Limited ( “CGIS”)
|
||
See Note 2 Non-discretionary basis 397,600 4.72% 0.73%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Connected
|
||
client Connected distributor Relationship
|
||
Whether the
|
||
connected client will
|
||
hold beneficial
|
||
interests of Offer
|
||
Shares on a non-
|
||
discretionary
|
||
or discretionary
|
||
basis for independent
|
||
third parties
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
China Universal
|
||
(HK)
|
||
Orient Securities (Hong
|
||
Kong) Limited ( “Orient
|
||
Securities ”)
|
||
See Note 3 Discretionary basis 500 0.01% 0.00%
|
||
CSICM CLSA See Note 4 Non-discretionary basis 1,200 0.01% 0.00%
|
||
Orient AM Orient Securities See Note 5 Discretionary basis 4,000 0.05% 0.01%
|
||
Haicheng Capital Orient Securities See Note 6 Discretionary basis 440,300 5.23% 0.80%
|
||
Notes:
|
||
1. China AMC is a member of the same group of companies as CLSA, China AMC will hold the Offer Shares in
|
||
its capacity as discretionary fund manager managing assets on behalf of its underlying clients. To the best of
|
||
China AMC ’s knowledge after due enquiry, each underlying client of China AMC is an independent third party
|
||
of China AMC, CLSA and the companies which are members of the same group of CLSA; Futu Securities is an
|
||
ultimate beneficial owner of a fund managed by China AMC.
|
||
2. CGII and China Galaxy Securities ( “CGS”) will enter into a series of cross border total return swap (TRS)
|
||
transactions (collectively, the “CGII TRS ”) with each other and the ultimate client ( “CGII Ultimate Client ”),
|
||
pursuant to which CGII will hold the Offer Shares on a non-discretionary basis to hedge the CGII TRS while
|
||
the economic risks and returns of the underlying Offer Shares are ultimately borne by the CGII Ultimate Client,
|
||
subject to customary fees and commissions. The CGII TRS will be fully funded by the CGII Ultimate Client.
|
||
During the terms of the CGII TRS, all economic returns of the Offer Shares subscribed by CGII will be passed
|
||
to CGII Ultimate Client and all economic loss shall be borne by CGII Ultimate Client through the CGII TRS,
|
||
and CGII will not take part in any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The CGII Ultimate Client may exercise an early termination right to terminate the CGII TRS at any time from
|
||
the issue date of the CGII TRS which should be on or after the date on which the Offer Shares are listed on
|
||
the Stock Exchange. Upon the termination upon maturity or early termination of the CGII TRS by the CGII
|
||
Ultimate Client, CGII will dispose of the Offer Shares on the secondary market and the CGII Ultimate Client
|
||
will receive final settlement amount of the back-to-back TRS which should have taken into account all the
|
||
economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the CGII TRS, the
|
||
CGII Ultimate Client intends to extend the investment period, subject to further agreement between CGII and
|
||
the CGII Ultimate Client, the term of the CGII TRS could be extended by way of a new issuance or a tenor
|
||
extension. Accordingly, CGII will extend the term of the back-to-back TRS by way of a new issuance or a tenor
|
||
extension.
|
||
It is proposed that CGII will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the CGII Ultimate Client, which place CGII TRS orders through their asset
|
||
manager with CGII in connection with the IPO of the Company. Due to its internal policy, CGII will not
|
||
exercise the voting right of the Offer Shares during the tenor of the back-to-back TRS.
|
||
During the life of the CGII TRS and back-to-back TRS, CGII may continue to hold the Offer Shares in its
|
||
custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing
|
||
purposes.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
As permitted under the contractual arrangement with the CGII Ultimate Client, CGII will lend out its holding
|
||
of underlying Offer Shares in the form of stock borrowing loans consistent with market practice to lower its
|
||
finance costs, provided that CGII has the ability to call back the Offer Shares on loan at any time in order to
|
||
satisfy its obligations under the back-to-back TRS to ensure the economic interests to be passed to the CGII
|
||
Ultimate Client under the CGII TRS will remain unchanged.
|
||
To the best of CGII ’s knowledge after having made all reasonable inquiries, the CGII Ultimate Client is an
|
||
independent third party of CGII, and the companies which are members of the same group of CGIS.
|
||
Both CGII and CGIS are indirect wholly-owned subsidiaries of CGS, the A shares of which are listed on the
|
||
Shanghai Stock Exchange (stock code: 601881), the H shares of which are listed on the Stock Exchange (stock
|
||
code: 6881). CGII is a connected client (as defined under Appendix F1 to the Listing Rules) of CGIS, holding
|
||
securities on a non-discretionary basis on behalf of independent third parties.
|
||
The CGII Ultimate Client is Hangzhou Haida Bicheng Venture Capital Management Partnership(L.P.) (ψऎ
|
||
༺̀ϓ௴ุҳ༟၍ଣΥྫΆุ (Υྫ )) ( “Haida Bicheng ”), a limited partnership established in the PRC,
|
||
whose general partner is Wang Wengang (“( ) Mr. Wang ”), who owns 41% of the interest of Haida
|
||
Bicheng.
|
||
3. China Universal (HK) is a member of the same group of companies as Orient Securities. China Universal
|
||
(HK) will hold the Offer Shares in its capacity as discretionary fund manager managing assets on behalf of
|
||
its underlying clients. To the best of China Universal (HK) ’s knowledge after due enquiry, certain underlying
|
||
clients of China Universal (HK) have ultimate beneficial owners holding 30% or more interest of the respective
|
||
discretionary fund, however each underlying client of China Universal (HK) is an independent third party of
|
||
China Universal (HK), Orient Securities and the companies which are members of the same group of Orient
|
||
Securities.
|
||
4. CITIC Securities Company Limited ( “CITIC Securities ”), the shares of which are listed on both the Shanghai
|
||
Stock Exchange (stock code: 600030) and the Stock Exchange (stock code: 6030), is one of the domestic
|
||
securities firms licensed to undertake cross-border derivatives trading activities. CITIC Securities entered into
|
||
an International Swaps and Derivatives Association agreement (the “ISDA Agreement ”) with its indirectly
|
||
wholly-owned subsidiary, CSICM to set out the principal terms of any future total return swap between CITIC
|
||
Securities and CSICM.
|
||
CLSA is a sponsor-overall coordinator of the Global Offering. Pursuant to the ISDA Agreement, CSICM, which
|
||
intends to participate in the Global Offering as a placee, will hold the Offer Shares on a non-discretionary basis
|
||
as the single underlying holder under a back-to-back total return swap (the “Back-to-back TRS ”) to be entered
|
||
by CSICM with CITIC Securities in connection with Client TRS (as defined below) placed by and fully funded
|
||
(i.e. with no financing provided by CSICM) by the CSICM Ultimate Clients (as defined below), pursuant to
|
||
which CSICM will pass the full economic exposure of the Offer Shares to the CSICM Ultimate Clients, which
|
||
in effect, CSICM will hold the beneficial interest of the Offer Shares on behalf of the CSICM Ultimate Clients.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “CSICM Ultimate
|
||
Clients ”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic
|
||
securities firms licenced to undertake cross-border derivatives trading activities, such as CITIC Securities,
|
||
with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the CSICM
|
||
Ultimate Clients will place a total return swap order (the “Client TRS ”) with CITIC Securities in connection
|
||
with the Company ’s IPO and CITIC Securities will place Back-to-back TRS orders to CSICM on the terms of
|
||
the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, CSICM participates in the
|
||
Company ’s IPO and subscribes the Offer Shares through placing order with CLSA during the International
|
||
Offering.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
The following table sets forth the ultimate beneficial owners of CSICM:
|
||
Name (CSICM Ultimate Client) Asset Manager
|
||
UBO of Asset
|
||
Manager
|
||
UBO of CSICM
|
||
Ultimate Client
|
||
Yucheng Xiangjiang Qiming Private Securities Investment
|
||
Fund* (ږ)
|
||
Yucheng Private Fund Management (Hainan) Partnership
|
||
(Limited Partnership)* (၍ଣ (ی)ΥྫΆุ
|
||
(Υྫ )) ( “Yucheng ”)
|
||
Ma Shuying ( ৵Ꮳᆦ) Li Jianxue (ኪ)
|
||
Liangpai Exclusive Fund No. 43 Private Securities Investment
|
||
Fund* (ږ)
|
||
Shanghai QuantPi Investment Limited (ࠢ
|
||
ʮ̡) (“Shanghai Liangpai ”)
|
||
Sun Lin (؍Yu
|
||
Hang ( ቱঘ)
|
||
Sun Lin (؍)
|
||
Evolution Darwin Zenshan No. 3 Private Securities Investment
|
||
Fund* (ږ)
|
||
Evolution Asset Management co., Ltd. (၍
|
||
ʮ̡ ) (“Hainan Evolution ”)
|
||
Wang Yiping ( ˮɓ̻) N/A1
|
||
Tongyi Taoli No. 1 Private Securities Investment Fund* (
|
||
ҽ 1 ږ)
|
||
Shanghai Tongyi Investment Management Co., Ltd. (ҳ
|
||
ʮ̡ ) (“Shanghai Tongyi ”)
|
||
Chu Yibo (تWang Jing ( ˮ᎑)
|
||
Tongyi Taoli No. 10 Private Securities Investment Fund* ( ஷ
|
||
ҽ 10 ږ)
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Shanghai Tongyi Investment Management Co., Ltd. (ҳ
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ʮ̡ )
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Chu Yibo (تN/A2
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To the best knowledge of CSICM after making all reasonable enquiries, the CSICM Ultimate Clients are
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independent third parties of CSICM and CLSA, the companies which are members of the same group of
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companies as CLSA and the Company.
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Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the
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Back-to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed to the CSICM
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Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be borne by the
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CSICM Ultimate Clients. CSICM and CITIC Securities will not take any economic return or bear any economic
|
||
loss in relation to the Offer Shares.
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The CSICM Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time
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from the issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed
|
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on the Stock Exchange. Upon the termination upon maturity or early termination of the Client TRS by the
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CSICM Ultimate Clients, CSICM will dispose of the Offer Shares on the secondary market and the CSICM
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Ultimate Clients will receive final settlement amount of the Back-to-back TRS which should have taken into
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account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the
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Client TRS, the CSICM Ultimate Clients intend to extend the investment period, subject to further agreement
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between CSICM and the CSICM Ultimate Clients, the term of the Client TRS could be extended by way of a
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new issuance or a tenor extension. Accordingly, CSICM will extend the term of the Back-to-back TRS by way
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of a new issuance or a tenor extension.
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It is proposed that CSICM will hold the legal title and the voting right of the Offer Shares by itself, and pass
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through the economic exposure to the CSICM Ultimate Clients, which place Client TRS orders through their
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asset manager with CITIC Securities in connection with the IPO of the Company. Due to its internal policy,
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CSICM will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
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During the life of the Client TRS and Back-to-back TRS, CSICM may continue to hold the Offer Shares in its
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custodian account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing
|
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purposes.
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As permitted under the contractual arrangement with the CSICM Ultimate Clients, CSICM will lend out its
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holding of underlying Offer Shares in the form of stock borrowing loans consistent with market practice to
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lower its finance costs, provided that CSICM has the ability to call back the Offer Shares on loan at any time in
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order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests to be passed to the
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CSICM Ultimate Clients under the Client TRS will remain unchanged.
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1 No ultimate beneficial owners holding 30% or more interest
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2 No ultimate beneficial owners holding 30% or more interest
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--- page 18 ---
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18
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5. Orient AM will hold the Offer Shares in its capacity as discretionary fund manager managing assets on behalf of
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its underlying clients under the sub-funds, namely OSR Selective No.4 and OSR Voyage No.16. Orient AM is a
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member of the same group of companies as Orient Securities. To the best of Orient AM ’s knowledge after due
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enquiry, each underlying client of Orient AM is an independent third party of Orient AM, Orient Securities and
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the companies which are members of the same group of Orient Securities.
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6. Haicheng Capital ’s securities account has been fully entrusted to Orient AM for management, and Orient AM
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has been granted all investment and trading authority over Haicheng Capital ’s account. Orient AM is a member
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of the same group of companies as Orient Securities. Haicheng Capital ’s ultimate beneficiary owners are Chen
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Qiao ( ̷) and Wang Wengang (“( ) Mr. Wang ”), who owns 41% and 40% of the issued capital of
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Haicheng Capital as of the date of this application.
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Ningbo Xianda Venture Investment Partnership Enterprise (Limited Partnership) (༺௴ุҳ༟ΥྫΆุ
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(Υྫ )) ( “Ningbo Xianda ”) is a limited partnership incorporated in the PRC on June 29, 2021. Taizhou
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Sida Venture Capital Partnership (Limited Partnership) (༺௴ุҳ༟ΥྫΆุ (Υྫ )) ( “Taizhou
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Sida”) is a limited partnership incorporated in the PRC on March 2, 2022. Khorgos Dadao Venture Capital Co.,
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Ltd. (ʮ̡ ) ( “Khorgos Dadao ”) is a limited liability company established in the
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PRC on February 28, 2017. The general partner of Ningbo Xianda and the sole shareholder of Khorgos Dadao
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is Tianjin Haida Venture Capital Management Co., Ltd. (ʮ̡ ) ( “Tianjin Haida ”),
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which is ultimately controlled by Mr. Wang, an Independent Third Party of the Company. The general partner
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of Taizhou Sida is Hangzhou Haida Bicheng Venture Capital Management Partnership(L.P.) (ψऎ༺̀ϓ
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௴ุҳ༟၍ଣΥྫΆุ (Υྫ )) ( “Haida Bicheng ”), a limited partnership established in the PRC, whose
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general partner is Mr. Wang, who owns 41% of the interest of Haida Bicheng. Accordingly, each of Ningbo
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Xianda, Taizhou Sida and Khorgos Dadao is under the common control of Mr. Wang (together as the “Existing
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Shareholders ”). Haida Bicheng, being a company of which Mr. Wang is an ultimate beneficiary owner holding
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40% of its issued capital, and Mr. Wang controlling each of the Existing Shareholders, is a close associate of
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the Existing Shareholders. None of the limited partners holds 30% or more of limited partnership interests in
|
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either of Ningbo Xianda, Taizhou Sida and Haida Bicheng.
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As of the Latest Practicable Date (as defined in the Prospectus), Ningbo Xianda, Taizhou Sida and Khorgos
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Dadao held 1.51%, 0.48% and 0.02% of the total issued shares capital of the Company.
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The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
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consent under paragraphs 1C(1) of the Placing Guidelines to permit the Company to allocate such
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Offer Shares in the International Offering to the connected clients listed above. The allocation of
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Offer Shares to such connected clients is in compliance with all the conditions under the consent
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||
granted by the Stock Exchange.
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Placing to close associates of existing Shareholders as placees with a waiver from the strict
|
||
compliance with Rule 10.04 of the Listing Rules and a prior consent under paragraph 1C(2)
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||
of the Placing Guidelines
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The Company has applied to the Stock Exchange, and the Stock Exchange has granted, the waivers
|
||
from the strict compliance with Rule 10.04 of the Listing Rules and consents under paragraph
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1C(2) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
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International Offering to close associates (the “Placees ”) of Existing Shareholders (as defined
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below) on the following grounds which are consistent with the conditions as set out in the Chapter
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4.15 of the Guide for New Listing Applicant:
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(a) the Joint Sponsors confirm that:
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(i) each of the Existing Shareholders is interested in less than 5% of the Company ’s voting
|
||
rights before the Listing;
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||
(ii) none of the Existing Shareholders or their close associates is a core connected person of
|
||
the Company or its close associate;
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--- page 19 ---
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19
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(iii) none of the Existing Shareholders or their close associates has the power to appoint any
|
||
Directors to the Board or any other special rights upon the Listing;
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(iv) as none of the Existing Shareholders or their close associates is a core connected
|
||
person of the Company or its close associate, allocation to the Placees will not affect
|
||
the Company ’s ability to satisfy the public float requirement under Rule 8.08(1) (as
|
||
amended and replaced by 19A.13A(1) for PRC issuers with no other listed shares) of
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the Listing Rules; and
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(v) to the best of their knowledge and belief, no preferential treatment has been, nor
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||
will be, given to the Existing Shareholders or their close associates by virtue of their
|
||
relationship with the Company in any allocation in the placing tranche;
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||
(b) the Company confirms that no preferential treatment has been, nor will be, given to the
|
||
Existing Shareholders or their close associates by virtue of their relationship with the
|
||
Company in any allocation of the placing tranche;
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||
(c) the Overall Coordinators confirm that, to the best of their knowledge and belief, no
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||
preferential treatment has been, nor will be, given to the Existing Shareholders or their close
|
||
associates by virtue of their relationship with the Company in any allocation in the placing
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||
tranche; and
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(d) details of the allocation of H Shares to the Existing Shareholders and their close associates
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||
will be disclosed in this allotment results announcement.
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||
The allocation of Offer Shares to such Existing Shareholders and/or close associates of the Existing
|
||
Shareholders is in compliance with all the conditions under the waivers/consents granted by the
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Stock Exchange.
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For details of the allocation of Offer Shares to a close associate of the Existing Shareholders,
|
||
please refer to the section headed “Allotment Results Details { International Offering { Allottees
|
||
with waiver/consents obtained ” in this announcement.
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COMPLIANCE WITH LISTING RULES AND GUIDANCE
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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.
|
||
|
||
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||
--- page 20 ---
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||
20
|
||
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 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 April 24, 2026 issued by Star Sports Medicine Co.,
|
||
Ltd. (ʮ̡ ) for detailed information about the Global Offering described
|
||
herein before deciding whether or not to invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall,
|
||
in their sole and absolute discretion, 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 { The Hong Kong Public Offering { Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
|
||
currently expected to be on Tuesday, May 5, 2026).
|
||
|
||
|
||
--- page 21 ---
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||
21
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||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, (i) approximately 52.12% of the
|
||
total number of issued Shares will be regarded as public float and the Company will satisfy the
|
||
minimum percentage as prescribed under Rule 19A.13A(1) of the Listing Rules; (ii) the three
|
||
largest public Shareholders do not hold more than 50% of the H Shares in public hands at the time
|
||
of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) there will not be
|
||
any new substantial shareholder (as defined in the Listing Rules) of the Company immediately after
|
||
the Global Offering; (iv) no placee will, individually, be placed more than 10% of the enlarged
|
||
issued share capital of the Company immediately after the Global Offering; and (v) there will be at
|
||
least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
In consideration that the total number of H Shares in issue upon Listing that are held by the public
|
||
and not subject to any disposal restrictions is expected to be at least 10% of the total issued share
|
||
capital of the Company, the Company is expected to satisfy the free float requirement under Rule
|
||
19A.13C of the Listing Rules at the time of Listing.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Tuesday, May 5, 2026, provided that the Global Offering has become unconditional and the right
|
||
of termination described in the section headed “Underwriting { Underwriting Arrangements and
|
||
Expenses { The Hong Kong Public Offering { Grounds for Termination ” in 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 evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Tuesday, May 5, 2026, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Tuesday, May 5, 2026. The H Shares will be traded in board lots of
|
||
50 H Shares each. The stock code of the Shares is 1609.
|
||
By order of the Board
|
||
Star Sports Medicine Co., Ltd.
|
||
Mr. Dong Wenxing
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, May 4, 2026
|
||
As at the date of this announcement, the Board comprises: (i) Mr. Dong Wenxing and Mr. He Lu
|
||
as executive directors; (ii) Ms. Zhang Di, Mr. Chang Xi, Mr. David Guowei Wang, Ms. Yi Lin and
|
||
Mr. Zhou Quan as non-executive directors and (iii) Mr. Lyu Zhenlin, Mr. Deng Yu, Mr. Liu Baojie
|
||
and Mr. Wang Chunfei as independent non-executive directors.
|