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.
735 lines
29 KiB
Plaintext
735 lines
29 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
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
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securities in the United States or in any other jurisdictions. The securities mentioned herein have not been,
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and will not be, registered under the United States Securities Act of 1933 as amended from time to time (the
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“U.S. Securities Act”) or any state securities law of the United States. The securities may not be offered,
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sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as
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defined in Regulation S under the U.S. Securities Act (“Regulation S”)), except in transactions exempt from,
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or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may be offered,
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sold or delivered outside the United States to non-U.S. persons in offshore transactions in accordance with
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Regulation S.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should
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read the prospectus dated December 31, 2025 (the “Prospectus”) issued by Hongxing Coldchain (Hunan)
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Co., Ltd. (紅星冷鏈(湖南)股份有限公司 ) (the “Company”) for detailed information about the Global
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Offering described below before deciding whether or not to invest in the H Shares thereby being offered. Any
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investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the
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Prospectus.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings
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as those defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong
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Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
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the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public
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Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on
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the Listing Date (which is currently expected to be on Tuesday, January 13, 2026).
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--- page 2 ---
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– 2 –
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Hongxing Coldchain (Hunan) 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
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the Global Offering
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: 23,263,000 H Shares
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Number of Hong Kong Offer Shares : 2,326,500 H Shares (subject to
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reallocation)
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Number of International Offer Shares : 20,936,500 H Shares (subject to reallocation)
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Offer Price : HK$12.26 per H Share, plus brokerage of
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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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(payable in full on application and subject
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to refund)
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Nominal value : RMB1.0 per H Share
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Stock code : 01641
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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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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Ruibang
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--- page 3 ---
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– 3 –
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HONGXING COLDCHAIN (HUNAN) CO., LTD.
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have
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the same meanings as those defined in the prospectus dated December 31, 2025 (the
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“Prospectus”) issued by Hongxing Coldchain (Hunan) Co., Ltd. ( 紅星冷鏈(湖南)股份
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有限公司) (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H
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Shareholders, H Shareholders and prospective investors should be aware that the
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price of the H Shares could move substantially even with a small number of H Shares
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traded and should exercise 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 1641
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Stock short name HX COLDCHAIN
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Dealings commencement date January 13, 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$12.26
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Offer Shares and Share Capital
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Number of Offer Shares 23,263,000 H Shares
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Final Number of Offer Shares in Hong Kong Public
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Offering
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2,326,500 H Shares
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Final Number of Offer Shares in International
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Offering
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20,936,500 H Shares
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Number of issued Shares upon Listing 98,263,000 Shares
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--- page 4 ---
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– 4 –
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Proceeds
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Gross proceeds (Note) HK$285.20 million
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Less: Estimated listing expenses payable based on
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Offer Price
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HK$(32.87) million
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Net proceeds HK$252.33 million
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Note: Gross proceeds refers to the amount to which the Company is entitled receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
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--- page 5 ---
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– 5 –
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 103,102
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No. of successful applications 4,653
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Subscription level 2,309.25 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong
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Kong Public Offering
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2,326,500
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H Shares
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No. of Offer Shares reallocated from the International
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Offering (claw-back)
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N/A
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Final no. of Offer Shares under the Hong Kong Public
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Offering
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2,326,500
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H Shares
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering
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10%
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Note: For details of the final allocation of the H Shares to the Hong Kong Public Offering, investors
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can refer to https://www.hkeipo.hk/iporesult to perform a search by identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 106
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Subscription level 1.65 times
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No. of Offer Shares initially available under the
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International Offering
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20,936,500 H Shares
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No. of Offer Shares reallocated to the Hong Kong Public
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Offering (claw-back)
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No
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Final no. of Offer Shares under the International Offering 20,936,500
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H Shares
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% of Offer Shares under the International Offering to the
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Global Offering
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, Controlling
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Shareholders, substantial Shareholders, existing Shareholders of the Company or any of
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its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the
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--- page 6 ---
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– 6 –
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Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries
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or their respective close associates in relation to the acquisition, disposal, voting or other
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disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investor
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Investor Note 1
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No. of 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
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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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FUHUIDA (HK) LIMITED
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(“FUHUIDA HK”)
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1,781,000 7.66% 7.25% 1.81% No
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Total 1,781,000 7.66% 7.25% 1.81%
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Note:
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(1) For further details of the Cornerstone Investor, please refer to the section headed “Cornerstone
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Investors” in the Prospectus.
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Allottee with Consent Obtained
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Investor
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No. of 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
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the Global
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Offering Relationship
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Allottee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Listing Guide in relation to
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allocations to connected client Note 1
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Orient Asset Management
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(Hong Kong) Limited (“Orient
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AM”)
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4,359,000 18.74% 17.74% 4.44% A connected
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client
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Note:
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(1) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15
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of the Listing Guide in relation to allocations to a connected client, please refer to the section
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headed “Others/Additional Information — Placing to a connected client with prior consent under
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paragraph 1C(1) of the Placing Guidelines” in this announcement.
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--- page 7 ---
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– 7 –
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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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Unlisted
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
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upon Listing
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Number of H
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
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upon Listing
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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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subject to
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lock-up
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undertakings
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upon Listing
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% of
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shareholding
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in the
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Company
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subject to
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lock-up
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 1
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Hongxing Shiye Industrial
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Group Co., Ltd. (紅星實業
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集團有限公司)
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43,690,535 — — 44.46% January 12, 2027
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Changsha Hongri Jingming
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Equity Investment
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Partnership (Limited
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Partnership) (長沙紅日景明
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股權投資合夥企業(有限
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合夥))
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6,045,039 — — 6.15% January 12, 2027
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Changsha Hongri Mingsheng
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Enterprise Management
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Partnership (Limited
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Partnership) 長沙紅日明升
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企業管理合夥企業(有限
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合夥)
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3,491,905 — — 3.56% January 12, 2027
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Changsha Hongxing
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Investment Management
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Center (長沙紅星投資經營
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管理中心) Note 2
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53,227,479 — — 54.17% January 12, 2027
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Subtotal 53,227,479 — — 54.17%
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Note:
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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 required lock-up for the Controlling
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Shareholders ends on January 12, 2027, being 12 months following the Listing Date.
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(2) For illustrative purposes only, this subsection lists only those members of the Controlling Shareholders who hold Shares directly in the
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Company. Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders (namely, Hongxing Shiye, Hongri Jingming,
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Hongri Mingsheng and Hongxing Center) has undertaken to the Company and the Stock Exchange that it shall, and shall procure that the
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relevant registered holders of the Shares in which it is beneficially interested shall, comply with the applicable lock-up requirements. For
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further details, please refer to the section headed “Underwriting — Underwriting Arrangements and Expenses -Undertakings to the Stock
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Exchange pursuant to the Listing Rules” in the Prospectus.
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--- page 8 ---
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– 8 –
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Cornerstone Investor
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Investor Note 1
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Number of
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Unlisted
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
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upon Listing
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Number of H
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Shares held in
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the Company
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subject to
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lock-up
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undertakings
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upon Listing
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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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subject to
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lock-up
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undertakings
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upon Listing
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% of
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shareholding
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in the
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Company
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subject to
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lock-up
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertaking Note 1
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FUHUIDA HK — 1,781,000 7.25% 1.81% July 12, 2026
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Subtotal — 1,781,000 7.25% 1.81%
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Note:
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1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on
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July 12, 2026, being six months following the Listing Date. The Cornerstone Investor will cease to
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be prohibited from disposing of or transferring H Shares subscribed for pursuant to the relevant
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cornerstone investment agreement after the indicated date.
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--- page 9 ---
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– 9 –
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Other Existing Shareholders
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Name
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Number of
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Unlisted
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Shares held in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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Number of H
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Shares held in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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% of total issued
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H Shares after the
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Global Offering
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subject to lock-
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up undertakings
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upon Listing
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% of shareholding
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in the Company
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subject to lock-
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up undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 1
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Hunan Food Industry Co. Ltd.
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(湖南省食品產業有限公司)
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3,637,401 — — 3.7% January 12, 2027
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Xie Longgui (謝龍貴) 1,813,512 — — 1.85% January 12, 2027
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Chen Ai (陳愛) 1,360,134 — — 1.38% January 12, 2027
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Huang Fusheng (黃福生) 1,020,100 340,034 1.38% 1.38% January 12, 2027
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Dai Mingzhi (戴明智) 906,756 — — 0.92% January 12, 2027
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Wu Ruiqi (吳瑞棋) 906,756 — — 0.92% January 12, 2027
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Li Wenjing (黎雯靜) 906,756 — — 0.92% January 12, 2027
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Luo Qinli (羅勤立) 906,756 — — 0.92% January 12, 2027
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Song Deying (宋德映) 906,756 — — 0.92% January 12, 2027
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Chen Xinglong (陳興隆) 634,729 — — 0.65% January 12, 2027
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Cheng Yan (成燕) 340,033 113,345 0.46% 0.46% January 12, 2027
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Lu Yuanhong (呂元紅) 453,378 — — 0.46% January 12, 2027
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Wu Jun (吳軍) 453,378 — — 0.46% January 12, 2027
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Peng Wenzhao (彭文釗) 453,378 — — 0.46% January 12, 2027
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Luo Tiexing (羅鐵興) 340,033 113,345 0.46% 0.46% January 12, 2027
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Yi Guangyue (易光躍) 453,378 — — 0.46% January 12, 2027
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Zeng Wei (曾維) 453,378 — — 0.46% January 12, 2027
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Zeng Ya (曾亞) 453,378 — — 0.46% January 12, 2027
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Li Changxiao (李昌孝) 340,033 113,345 0.46% 0.46% January 12, 2027
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Kong Yu (孔昱) 340,033 113,345 0.46% 0.46% January 12, 2027
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Song Liwen (宋利文) 453,378 — — 0.46% January 12, 2027
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Zou Songqiu (鄒松球) 226,689 226,689 0.92% 0.46% January 12, 2027
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Sun Ping (孫萍) 453,378 — — 0.46% January 12, 2027
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Li Zhenbin (李振斌) 340,033 113,345 0.46% 0.46% January 12, 2027
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Li Gang (李剛) 453,378 — — 0.46% January 12, 2027
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Liu Xinming (柳新明) 272,027 — — 0.28% January 12, 2027
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Wu Yong (吳勇) 241,802 — — 0.25% January 12, 2027
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Zhang Mingsheng (張明生) 226,689 — — 0.23% January 12, 2027
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Li Zhenwu (李振武) 170,017 56,672 0.23% 0.23% January 12, 2027
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Li Dengyun (李登雲) 170,017 56,672 0.23% 0.23% January 12, 2027
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Zhang Ying (張穎) 170,017 56,672 0.23% 0.23% January 12, 2027
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Liu Xiaolian (劉小連) 211,576 — — 0.22% January 12, 2027
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Subtotal 20,469,057 1,303,464 5.29% 22.13%
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Note:
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(1) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company
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Laws. The required lock-up for existing Shareholders ends on January 12, 2027 being 12 months
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following the Listing Date.
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--- page 10 ---
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– 10 –
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PLACEE CONCENTRATION ANALYSIS
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Placees
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Number of
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H Shares
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allotted
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Allotment
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as % of
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International
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Offering
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Allotment
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as % of total
|
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Offer Shares
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Number of
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Shares held
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upon Listing
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% of total
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issued share
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capital upon
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Listing
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Top 1 4,359,000 20.8% 18.7% 4,359,000 4.4%
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Top 5 15,465,000 73.9% 66.5% 15,465,000 15.7%
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Top 10 20,229,500 96.6% 87.0% 20,229,500 20.6%
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Top 25 20,888,000 99.8% 89.8% 20,888,000 21.3%
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Note:
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* Ranking of placees is based on the number of H Shares allotted to the placees.
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H SHAREHOLDERS CONCENTRATION ANALYSIS
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H Shareholders*
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Number of
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H Shares
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allotted
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Allotment as %
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of International
|
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Offering
|
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Allotment
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as % of total
|
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Offer Shares
|
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Number of
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H Shares held
|
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upon Listing
|
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% of total
|
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issued H Shares
|
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capital upon
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Listing
|
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Number of
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Shares held
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upon Listing
|
||
Top 1 4,359,000 20.8% 18.7% 4,359,000 17.7% 4,359,000
|
||
Top 5 15,465,000 73.9% 66.5% 15,465,000 63.0% 15,465,000
|
||
Top 10 20,229,500 96.6% 87.0% 20,229,500 82.3% 20,229,500
|
||
Top 25 20,806,000 99.4% 89.4% 22,109,464 90.0% 25,566,469
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 11 ---
|
||
– 11 –
|
||
SHAREHOLDERS 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 – N/A N/A – 53,227,479 54.2%
|
||
Top 5 11,946,000 57.1% 51.4% 11,946,000 68,810,880 70.0%
|
||
Top 10 15,465,000 73.9% 66.5% 15,805,034 76,863,660 78.2%
|
||
Top 25 20,229,500 96.6% 87.0% 21,136,258 88,610,181 90.2%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
|
||
Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT/BALLOT
|
||
POOL A
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
500 65,757 658 out of 65,757 applicants to receive 500 H Shares 1.00%
|
||
1,000 5,105 71 out of 5,105 applicants to receive 500 H Shares 0.70%
|
||
1,500 2,063 35 out of 2,063 applicants to receive 500 H Shares 0.57%
|
||
2,000 1,413 27 out of 1,413 applicants to receive 500 H Shares 0.48%
|
||
2,500 1,360 29 out of 1,360 applicants to receive 500 H Shares 0.43%
|
||
3,000 751 17 out of 751 applicants to receive 500 H Shares 0.38%
|
||
3,500 575 14 out of 575 applicants to receive 500 H Shares 0.35%
|
||
4,000 2,102 55 out of 2,102 applicants to receive 500 H Shares 0.33%
|
||
4,500 597 17 out of 597 applicants to receive 500 H Shares 0.32%
|
||
5,000 2,783 80 out of 2,783 applicants to receive 500 H Shares 0.29%
|
||
6,000 719 23 out of 719 applicants to receive 500 H Shares 0.27%
|
||
7,000 503 17 out of 503 applicants to receive 500 H Shares 0.24%
|
||
8,000 805 29 out of 805 applicants to receive 500 H Shares 0.23%
|
||
9,000 719 27 out of 719 applicants to receive 500 H Shares 0.21%
|
||
10,000 1,819 72 out of 1,819 applicants to receive 500 H Shares 0.20%
|
||
15,000 1,029 49 out of 1,029 applicants to receive 500 H Shares 0.16%
|
||
20,000 767 42 out of 767 applicants to receive 500 H Shares 0.14%
|
||
25,000 689 42 out of 689 applicants to receive 500 H Shares 0.12%
|
||
30,000 439 29 out of 439 applicants to receive 500 H Shares 0.11%
|
||
35,000 358 25 out of 358 applicants to receive 500 H Shares 0.10%
|
||
40,000 414 31 out of 414 applicants to receive 500 H Shares 0.09%
|
||
45,000 256 20 out of 256 applicants to receive 500 H Shares 0.09%
|
||
50,000 787 65 out of 787 applicants to receive 500 H Shares 0.08%
|
||
60,000 476 43 out of 476 applicants to receive 500 H Shares 0.08%
|
||
70,000 375 36 out of 375 applicants to receive 500 H Shares 0.07%
|
||
80,000 450 46 out of 450 applicants to receive 500 H Shares 0.06%
|
||
90,000 395 43 out of 395 applicants to receive 500 H Shares 0.06%
|
||
100,000 1,931 217 out of 1,931 applicants to receive 500 H Shares 0.06%
|
||
200,000 987 152 out of 987 applicants to receive 500 H Shares 0.04%
|
||
300,000 690 128 out of 690 applicants to receive 500 H Shares 0.03%
|
||
400,000 891 188 out of 891 applicants to receive 500 H Shares 0.03%
|
||
98,005 Total number of Pool A successful applicants: 2,327
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT/BALLOT
|
||
POOL B
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
500,000 1,982 793 out of 1,982 applicants to receive 500 H Shares 0.04%
|
||
600,000 425 181 out of 425 applicants to receive 500 H Shares 0.04%
|
||
700,000 296 132 out of 296 applicants to receive 500 H Shares 0.03%
|
||
800,000 264 123 out of 264 applicants to receive 500 H Shares 0.03%
|
||
900,000 242 117 out of 242 applicants to receive 500 H Shares 0.03%
|
||
1,000,000 260 130 out of 260 applicants to receive 500 H Shares 0.03%
|
||
1,163,000 1,628 850 out of 1,628 applicants to receive 500 H Shares 0.02%
|
||
5,097 Total number of Pool B successful applicants: 2,326
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||
in the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants. Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/
|
||
or in respect of which consent has been obtained, the Company has complied with the
|
||
Listing Rules and guidance materials in relation to the placing, allotment and listing of the
|
||
Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by
|
||
the placees or the public (as the case may be) directly or indirectly for each Offer Share
|
||
subscribed for or purchased by them was the same as the Offer Price in addition to any
|
||
brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to a connected client of
|
||
a connected distributor pursuant to the Placing Guidelines. Details of the placement to this
|
||
connected client are set out below.
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
Connected client Connected distributor Relationship with the connected distributor
|
||
Whether the connected client will
|
||
hold beneficial interests of Offer
|
||
Shares on a non-discretionary
|
||
or discretionary basis for
|
||
independent third parties
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
Approximate
|
||
percentage
|
||
of total H
|
||
Shares in issue
|
||
immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
Orient AM Note 1 Orient Securities (Hong Kong)
|
||
Limited (“Orient Securities”)
|
||
Orient AM and Orient Securities are members of the same
|
||
group of companies.
|
||
Orient AM is therefore considered a connected client of
|
||
Orient Securities pursuant to paragraph 1B(7) of Appendix
|
||
F1 to the Listing Rules.
|
||
Discretionary basis 4,359,000 18.74% 4.44%
|
||
Note:
|
||
1. Orient AM will hold the Offer Shares on a discretionary basis on behalf of the scheme (i.e., Orient Asset Mgt (HK) Ltd-OSR Navigator No.13). The
|
||
only shareholder in the fund is Invincible Investment SPC-Invincible Stable Growth Segregated Portfolio (the “Portfolio”). There is no general partner
|
||
of limited partner in the Portfolio. The Portfolio is an investment fund controlled as to 59% by XSP Capital Limited, 29% by Haixiangyun Consulting
|
||
Services (HK) Ltd and 12% by MM24 Management Consulting Limited. The shareholders of the Porfolio are independent from each other. XPS Capital
|
||
Limited is wholly owned by Mr. Hu Xiangjuan, who is, the ultimate beneficial owner of the Portfolio.
|
||
To the best knowledge of Orient AM after due enquiry, (i) Orient AM has confirmed that, each of the underlying clients and the ultimate beneficial
|
||
owner of the scheme is an independent third party of Orient AM and Orient Securities and the companies which are members of the same group of
|
||
companies as Orient Securities; and (ii) Orient AM is a collective investment scheme which is not authorized by the SFC.
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate
|
||
such Offer Shares in the International Offering to the connected client listed above. The
|
||
allocation of Offer Shares to such connected client is in compliance with all the conditions
|
||
under the consent granted by the Stock Exchange.
|
||
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 solely outside the United States in offshore
|
||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation
|
||
or offer to acquire, purchase or subscribe for securities. This announcement is not a
|
||
prospectus. Potential investors should read the Prospectus dated December 31, 2025
|
||
issued by Hongxing Coldchain (Hunan) Co., Ltd. ( 紅星冷鏈(湖南)股份有限公司 ) for
|
||
detailed information about the Global Offering described below before deciding whether
|
||
or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||
their obligations under the Hong Kong Underwriting Agreement with immediate effect
|
||
upon the occurrence of any of the events set out in the paragraph headed “Underwriting
|
||
— Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong
|
||
Kong Underwriting Agreement — Grounds for Termination” in the Prospectus at any
|
||
time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected
|
||
to be on January 13, 2026).
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Upon Listing, 24,566,464 H Shares, equivalent to 25.00% of the total number of issued
|
||
Shares of the Company, will be counted towards the public float. Under Rule 19A.13A(1)
|
||
of the Listing Rules, in the event the expected market value of the Company’s H Shares
|
||
upon Listing does not exceed HK$6 billion, at least 25% of the total issued H Shares must
|
||
be held by the public upon Listing. Therefore, the number of H Shares held in public hands
|
||
fulfill the prescribed percentage of H Shares required to be held in public hands under Rule
|
||
19A.13A(1) of the Listing Rules.
|
||
Excluding the Offer Shares to be allocated to the cornerstone investor that are subject to a
|
||
lock-up period of six months following the Listing Date and the H Shares to be converted
|
||
from Unlisted Shares that are subjected to a lockup period of 12 months following the
|
||
Listing Date, the Company’s H Shares to be counted towards the free float upon Listing will
|
||
be 21,482,000 Shares. Based on the Offer Price of HK$12.26 per H Share, the Company
|
||
will satisfy the free float requirement under Rule 19A.13C(1)(a) of the Listing Rules.
|
||
The Directors confirm that, immediately following 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 immediately after the Global Offering; (ii) there will not be any new
|
||
substantial Shareholder immediately after the Global Offering; (iii) the three largest public
|
||
shareholders of the Company do not hold more than 50% of the H Shares in public hands at
|
||
the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and
|
||
(iv) there will be at least 300 Shareholders at the time of the Listing in compliance with Rule
|
||
8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday,
|
||
January 13, 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination described in the section headed “Underwriting —
|
||
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on
|
||
the basis of publicly available allocation details prior to the receipt of H Share certificates or
|
||
prior to the H Share certificates becoming valid evidence of title do so entirely at their own
|
||
risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||
Tuesday, January 13, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9:00 a.m. on Tuesday, January 13, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 500 H Shares each, and the stock code of
|
||
the H Shares will be 01641.
|
||
By order of the Board
|
||
Hongxing Coldchain (Hunan) Co., Ltd.
|
||
ʮ̡
|
||
LUO Yue
|
||
Chairman of the Board and non-executive director
|
||
Hong Kong, January 12, 2026
|
||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr. ZHANG
|
||
Mingsheng and Ms. XU Qunying as executive directors; (ii) Mr. LUO Yue, Mr. LI Jun, Ms. LU Fenfang and
|
||
Mr. ZHANG Zhong as non-executive directors; and (iii) Ms. LI Zhenzhu, Ms. CAI Yanping and Mr. HOW Sze
|
||
Ming as independent non-executive directors.
|