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.
1714 lines
73 KiB
Plaintext
1714 lines
73 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated January 20, 2026 (the “Prospectus ”) issued by Busy Ming Group Co., Ltd. (ჼჼ
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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. Potential investors should read the Prospectus for detailed information about the Company
|
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and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
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This announcement is not for release, publication or 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). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the
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United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”) or securities law of
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any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the
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United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities
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Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and
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sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an
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exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in
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reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as stabilizing manager (the “Stabilizing
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Manager ”), or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with
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a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any
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person acting for it) to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute
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discretion of the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such
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stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of applications
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under the Hong Kong Public Offering. Such stabilizing action, if taken, may be effected in all jurisdictions where it is
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permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
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the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made
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under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for
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longer than the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after
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the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing
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action may be taken, and demand for the H Shares and the price of the H Shares could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
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Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
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obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
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events set out in the section 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 the Listing
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Date.
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--- page 2 ---
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2
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BUSY MING GROUP 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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: 15,511,200 H Shares (taking into account
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the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 1,410,200 H Shares
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Number of International Offer Shares : 14,101,000 H Shares (taking into account
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the full exercise of the Offer Size
|
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Adjustment Option and subject to the
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Over-allotment Option)
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Final Offer Price : HK$236.60 per H Share plus brokerage
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of 1%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee
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of 0.00565% and AFRC transaction levy
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of 0.00015% (payable in full on
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application in Hong Kong dollars,
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subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 01768
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Joint Sponsors, Joint Sponsor-Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinator, 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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BUSY MING GROUP CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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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 01768
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Stock short name BUSYMING
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Dealings commencement date January 28, 2026*
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*see note at the end of this announcement
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Price Information
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Final Offer Price HK$236.60
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Offer Price Range HK$229.60 - HK$236.60
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital*
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Number of Offer Shares (taking into account the full exercise
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of the Offer Size Adjustment Option)
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15,511,200
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Number of Offer Shares in Hong Kong Public Offering 1,410,200
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Number of Offer Shares in International Offering (taking into
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account the full exercise of the Offer Size Adjustment Option)
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14,101,000
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Number of issued Shares upon Listing 215,511,200
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*without taking into account any exercise of the Over-allotment Option
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--- page 4 ---
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4
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The number of Offer Shares above is determined after taking into account the additional Offer
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Shares issued under the following Offer Size Adjustment Option.
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Offer Size Adjustment Option (Upsize option)
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Number of additional Offer Shares issued under the option 1,410,100
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- Hong Kong Public Offering N/A
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- International Offering 1,410,100
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
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is issuing and allotting 1,410,100 additional Offer Shares, representing approximately 10% of
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the total number of Offer Shares initially available under the Global Offering, at the final Offer
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Price.
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Over-allocation
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No. of Offer Shares over-allocated 2,326,600
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$3,670 million
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Less: Estimated listing expenses payable based on Final
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Offer Price HK$142 million
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Net proceeds HK$3,528 million
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Note: Gross proceeds refers to the amount to which the Company is entitled receive. For details of the use of
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proceeds, please refer to section headed “Future Plans and Use of Proceeds ” of the Prospectus. In the event that
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the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds on a pro rata
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basis. During the Track Record Period, the listing expenses charged to consolidated statement of profit or loss and
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comprehensive income were RMB23.7 million.
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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 229,245
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No. of successful applications 14,102
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Subscription level 1,899.49 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong Public
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Offering 1,410,200
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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 1,410,200
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% of Offer Shares under the Hong Kong Public Offering to the Global
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Offering 9.1%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
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for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 306
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Subscription Level 44.44 times
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No. of Offer Shares initially available under the International Offering 12,690,900
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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 (taking into
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account the full exercise of the Offer Size Adjustment Option) 14,101,000
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% of Offer Shares under the International Offering to the Global
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Offering 90.9%
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--- page 6 ---
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6
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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(a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by
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the Stock Exchange to permit the Company to allocate certain Offer Shares in the International
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Offering to any existing Shareholder or close associate of existing Shareholders, (b) a consent
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under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants to permit the Company to allocate certain Offer Shares in the International Offering
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to connected clients and (c) a consent under paragraph 18 of Chapter 4.15 of the Guide for New
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Listing Applicants to permit the Company to, among other things, allocate further H Shares in the
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International Offering to certain Cornerstone Investors and/or their close associates, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly by
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the Company, any of the Directors, supervisors of the Company, chief executive of the Company,
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controlling Shareholders, substantial Shareholders, existing Shareholders or any of its subsidiaries
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or their respective close associates; and (ii) none of the placees and the public who have purchased
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the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
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supervisors of the Company, chief executive of the Company, controlling Shareholders, substantial
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Shareholders, existing Shareholders or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its
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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 Investors
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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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Approximate
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% of total
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number of
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Offer
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Shares (1)
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Approximate
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% of the
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total issued
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H Shares
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immediately
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following
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completion
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of the Global
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Offering (1)(2)(3)
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Approximate
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% of the
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total issued
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share capital
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immediately
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following
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completion
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of the Global
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Offering (1)(2)
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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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Tencent 1,482,400 9.56% 0.69% 0.69% No
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Temasek 1,482,400 9.56% 0.69% 0.69% No
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BlackRock 1,153,000 7.43% 0.54% 0.54% No
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FIL Investment 988,200 6.37% 0.46% 0.46% No
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Bosera
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International 329,400 2.12% 0.15% 0.15% No
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E Fund 329,400 2.12% 0.15% 0.15% No
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Springs Capital
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(Hong Kong) 329,400 2.12% 0.15% 0.15% No
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Taikang Life 329,400 2.12% 0.15% 0.15% No
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Subtotal 6,423,600 41.41% 3.01% 2.98%
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--- page 7 ---
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7
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Notes:
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(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
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allotment Option.
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(2) Only taking into account the H Shares allocated to the relevant investors as cornerstone investors under the
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Global Offering. In addition to the Offer Shares subscribed for as Cornerstone Investors, each of Tencent,
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Temasek and its close associate, a close associate of BlackRock and FIL Investment was allocated further Offer
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Shares as placees in the International Offering. Please refer to the section headed “Allotment Results Details
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– International Offering – Allotees with Waivers/Consents Obtained ” in this announcement for details. Only
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the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details,
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please refer to the section headed “Lock-up Undertakings – Cornerstone Investors ” in this announcement.
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(3) Discrepancies in the above table between the sum of the percentage of Offer Shares allocated to each investor
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and the percentage of the total Offer Shares allocated to such investors are due to rounding.
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Allotees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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Approximate %
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of Offer Shares (1)
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Approximate
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% of the total
|
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issued H Shares
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immediately
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following
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completion
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of the Global
|
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Offering (1)(8)
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Approximate
|
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% of the
|
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total issued
|
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share capital
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immediately
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following
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completion
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of the Global
|
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Offering (1)(8) Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph
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1C(2) of the Placing Guidelines in relation to subscription for H Shares by existing Shareholder or close associate of
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existing Shareholders (2)
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HongShan Growth
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VII Holdco, Ltd. (3)
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329,500 2.12% 0.15% 0.15% A close associate of an
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existing Shareholder
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HCEP Management
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Limited (3)
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400 Less than 0.01% Less than 0.01% Less than 0.01% A close associate of an
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existing Shareholder
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5Y Capital GP
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Limited (4)
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164,800 1.06% 0.08% 0.08% A close associate of an
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existing Shareholder
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Jindong Hong Kong 65,900 0.42% 0.03% 0.03% An existing
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Shareholder
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--- page 8 ---
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8
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Investor
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No. of Offer
|
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Shares allocated
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Approximate %
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of Offer Shares (1)
|
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Approximate
|
||
% of the total
|
||
issued H Shares
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering (1)(8)
|
||
Approximate
|
||
% of the
|
||
total issued
|
||
share capital
|
||
immediately
|
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following
|
||
completion
|
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of the Global
|
||
Offering (1)(8) Relationship
|
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Allotees with a consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations to connected
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clients (2)
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Huatai Capital
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Investment Limited
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(“HTCI”)
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1,410,000 9.09% 0.66% 0.65% A connected client
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of Huatai Financial
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Holdings (Hong Kong)
|
||
Limited ( “HTFH”)
|
||
China Southern
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Asset Management
|
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Co., Ltd. (ږ
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ʮ̡ )
|
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(“China Southern ”)
|
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1,600 0.01% Less than 0.01% Less than 0.01% A connected client of
|
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HTFH
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CSOP Asset
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Management Limited
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(“CSOP AM ”)
|
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400 Less than 0.01% Less than 0.01% Less than 0.01% A connected client of
|
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HTFH
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Harvest Global
|
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Investments Limited
|
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(“Harvest Global ”)
|
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164,800 1.06% 0.08% 0.08% A connected client of
|
||
Deutsche Bank AG,
|
||
Hong Kong Branch
|
||
(“Deutsche Bank ”)
|
||
Haitong International
|
||
Asset Management
|
||
(HK) Limited
|
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(“Haitong AM ”)
|
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100 Less than 0.01% Less than 0.01% Less than 0.01% A connected client of
|
||
Haitong International
|
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Securities Company
|
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Limited ( “Haitong ”)
|
||
Fullgoal Fund
|
||
Management Co.,
|
||
Ltd. ( “Fullgoal
|
||
AM”)
|
||
89,200 0.58% 0.04% 0.04% A connected client of
|
||
Haitong
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate %
|
||
of Offer Shares (1)
|
||
Approximate
|
||
% of the total
|
||
issued H Shares
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering (1)(8)
|
||
Approximate
|
||
% of the
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering (1)(8) Relationship
|
||
Fullgoal Asset
|
||
Management (HK)
|
||
Limited ( “Fullgoal
|
||
HK”, together
|
||
with Fullgoal AM,
|
||
“Fullgoal Funds ”)
|
||
75,600 0.49% 0.04% 0.04% A connected client of
|
||
Haitong
|
||
China Universal
|
||
Asset Management
|
||
(Hong Kong)
|
||
Company Limited
|
||
(“China Universal
|
||
(HK)”)
|
||
49,700 0.32% 0.02% 0.02% A connected client
|
||
of Orient Securities
|
||
(Hong Kong) Limited
|
||
(“Orient Securities ”)
|
||
China Universal
|
||
Asset Management
|
||
Company Limited
|
||
(၍
|
||
ʮ̡ )
|
||
(“CUAM”, together
|
||
with China Universal
|
||
(HK), the “CUAM
|
||
Entities ”)
|
||
116,700 0.75% 0.05% 0.05% A connected client of
|
||
Orient Securities
|
||
China Asset
|
||
Management Co.,
|
||
Ltd. ( “China AMC ”)
|
||
6,600 0.04% Less than 0.01% Less than 0.01% A connected client
|
||
of CITIC Securities
|
||
Brokerage (HK)
|
||
Limited ( “CSB”)
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AMC HK ”)
|
||
1,600 0.01% Less than 0.01% Less than 0.01% A connected client of
|
||
CSB
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate %
|
||
of Offer Shares (1)
|
||
Approximate
|
||
% of the total
|
||
issued H Shares
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering (1)(8)
|
||
Approximate
|
||
% of the
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering (1)(8) Relationship
|
||
Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocations of further H Shares to certain Cornerstone Investors and/or their close associates (2)(5)
|
||
Tencent 164,800 1.06% 0.08% 0.08% A Cornerstone
|
||
Investor
|
||
Taibai Investments
|
||
Pte. Ltd.
|
||
(“Temasek ”)
|
||
164,800 1.06% 0.08% 0.08% A Cornerstone
|
||
Investor
|
||
Arc Avenue Asset
|
||
Management Pte.
|
||
Ltd.
|
||
181,000 1.17% 0.08% 0.08% A close associate of a
|
||
Cornerstone Investor (6)
|
||
BlackRock Asset
|
||
Management North
|
||
Asia Limited
|
||
98,800 0.64% 0.05% 0.05% A close associate of a
|
||
Cornerstone Investor (7)
|
||
FIL Investment 98,800 0.64% 0.05% 0.05% A Cornerstone
|
||
Investor
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option.
|
||
(2) For details of (i) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent
|
||
under paragraph 1C(2) of the Placing Guidelines in relation to subscription for Offer Shares by an existing
|
||
Shareholder or close associate of existing Shareholders, (ii) a consent under paragraph 1C(1) of the Placing
|
||
Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected
|
||
clients, and (iii) a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations of Offer Shares to Cornerstone Investors and/or their close associates, please refer to the
|
||
section headed “Others/Additional Information ” in this announcement.
|
||
(3) Each of HongShan Growth VII Holdco, Ltd. and HCEP Management Limited is a close associate of HongShan
|
||
Growth VII Holdco A, Ltd., which is an existing Shareholder.
|
||
(4) 5Y Capital GP Limited is a close associate of 5Y Growth Holding I HK Limited, which is an existing
|
||
Shareholder.
|
||
(5) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
|
||
number of Offer Shares allocated to the investors as placees in the International Offering. For allocations of
|
||
Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment
|
||
Results Details – International Offering – Cornerstone Investors ” in this announcement.
|
||
(6) Arc Avenue Asset Management Pte. Ltd. is a close associate of Temasek, which is a Cornerstone Investor.
|
||
(7) BlackRock Asset Management North Asia Limited is a close associate of BlackRock, which is a Cornerstone
|
||
Investor.
|
||
(8) Only taking into account the H Shares allocated to the relevant investors under the Global Offering.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate
|
||
% of the
|
||
total issued H
|
||
Shares subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
% of the total
|
||
issued share
|
||
capital subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Mr. Yan (2)(3)(5) 123,661,229 57.72% (4) 57.38% January 27, 2027 (6)
|
||
Mr. Zhao (2)(3)(5) 123,661,229 57.72% (4) 57.38% January 27, 2027 (6)
|
||
Changsha Xunmang (2)(3) 8,190,235 3.83% 3.80% January 27, 2027 (6)
|
||
Changsha Jianmang (2)(3) 1,568,498 0.73% 0.73% January 27, 2027 (6)
|
||
Changsha Lingmang (2)(3) 1,076,977 0.50% 0.50% January 27, 2027 (6)
|
||
Changsha Zhongmang (2)(3) 8,670,009 4.06% 4.02% January 27, 2027 (6)
|
||
Changsha Shizaimang (2)(3) 384,361 (4) -(4) 0.18% January 27, 2027 (6)
|
||
Shanghai Bird Nest (2)(5) 45,378,489 21.25% 21.06% January 27, 2027 (6)
|
||
Yichun Yikouniao (2)(3) 6,888,341 3.23% 3.20% January 27, 2027 (6)
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option.
|
||
(2) Mr. Yan and Mr. Zhao have been acting in concert with respect to the exercising of voting rights in the general
|
||
meetings of the Company since the completion of the Super Ming Acquisition in November 2023. As such, Mr.
|
||
Yan and Mr. Zhao are deemed to be jointly interested in the Shares held by their controlled entities, namely
|
||
Changsha Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha Zhongmang, Changsha Shizaimang,
|
||
Shanghai Bird Nest and Yichun Yikouniao.
|
||
(3) Mr. Yan is the general partner of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang, Changsha
|
||
Jianmang, Changsha Lingmang and Yichun Yikouniao. As such, Mr. Yan is deemed to be interested in the
|
||
Shares of the Company held by each of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang,
|
||
Changsha Jianmang, Changsha Lingmang and Yichun Yikouniao.
|
||
(4) The 384,361 Shares held by Changsha Shizaimang are Domestic Unlisted Shares in issue which will not be
|
||
converted into H Shares upon Listing.
|
||
(5) As of the Latest Practicable Date, Mr. Zhao is interested in approximately 65.37% equity interests in Shanghai
|
||
Bird Nest. As such, Mr. Zhao is deemed to be interested in the H Shares held by Shanghai Bird Nest.
|
||
(6) The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law. In
|
||
accordance with the relevant Listing Rule and guidance materials, the required lock-up for the First Six-Month
|
||
Period ends on July 27, 2026 and the Second Six-Month Period ends on January 27, 2027.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Pre-IPO Investors (Other than the Controlling Shareholders as defined in the Prospectus)
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate
|
||
% of the
|
||
total issued H
|
||
Shares subject
|
||
to lock-up
|
||
undertakings
|
||
upon
|
||
Listing (1)(5)
|
||
Approximate
|
||
% of the total
|
||
issued share
|
||
capital subject
|
||
to lock-up
|
||
undertakings
|
||
upon
|
||
Listing (1)(5)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
HongShan Hanchen 3,877,397 1.82% 1.80% January 27, 2027 (4)
|
||
Gaorong LKZN 5,392,784 2.52% 2.50% January 27, 2027 (4)
|
||
Discounter Seed HK 2,507,601 1.17% 1.16% January 27, 2027 (4)
|
||
HongShan Yaheng 4,546,154 2.13% 2.11% January 27, 2027 (4)
|
||
5Y 3,083,372 1.44% 1.43% January 27, 2027 (4)
|
||
BA HM 3,613,511 1.69% 1.68% January 27, 2027 (4)
|
||
Shanghai Yihai 1,224,053 0.57% 0.57% January 27, 2027 (4)
|
||
Xiamen Black Ant 3,162,393 1.48% 1.47% January 27, 2027 (4)
|
||
Haoxiangni Health
|
||
Food(2) 3,593,185 1.68% 1.67% January 27, 2027 (4)
|
||
Haoxiangni Youran (2) 3,593,185 1.68% 1.67% January 27, 2027 (4)
|
||
Jiandan Qiaochu (2) 5,389,782 2.52% 2.50% January 27, 2027 (4)
|
||
Hunan Xiaomang (3) 2,288,079 1.07% 1.06% January 27, 2027 (4)
|
||
HongShan Growth 5,724,214 2.68% 2.66% January 27, 2027 (4)
|
||
Jindong Hong Kong (3) 4,000,000 1.87% 1.86% January 27, 2027 (4)
|
||
Subtotal 51,995,710 24.34% 24.13%
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option.
|
||
(2) Each of Haoxiangni Youran and Jiandan Qiaochu is wholly owned by Haoxiangni Health Food. As such,
|
||
Haoxiangni Health Food is deemed to be interested in the H Shares of the Company held by Haoxiangni
|
||
Youran and Jiandan Qiaochu.
|
||
(3) Hunan Xiaomang is wholly owned by Jindong Hong Kong.
|
||
(4) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
(5) Discrepancies in the above table between the sum of the percentage of Shares held by each investor and the
|
||
percentage of the total Shares held by such investors are due to rounding.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Directors (Other than the Controlling Shareholder as defined in the Prospectus)
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate
|
||
% of the
|
||
total issued H
|
||
Shares subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
% of the total
|
||
issued share
|
||
capital subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Mr. Wang Yutong 1,536,088 (2) -(2) 0.71% January 27, 2027 (4)
|
||
Mr. Wang Ping ’an(3) 4,740,096 2.22% 2.20% January 27, 2027 (4)
|
||
Mr. Li Wei 6,455,931 3.02% 3.00% January 27, 2027 (4)
|
||
Subtotal 12,732,115 5.24% 5.91%
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option.
|
||
(2) Mr. Wang Yutong held an aggregate of 1,920,449 Shares, which comprises of (i) 1,536,088 Shares that were
|
||
beneficially owned by him and (ii) 384,361 Shares that he held through Changsha Shizaimang as its limited
|
||
partner holding 79.90% of the partnership interests. The 1,920,449 Shares held by Mr. Wang Yutong are
|
||
Domestic Unlisted Shares in issue which will not be converted into H Shares upon Listing. Please refer to the
|
||
section headed “Lock-up Undertakings – Controlling Shareholders ” in this announcement for details.
|
||
(3) These interests were held through Shanghai Anyicheng, which was in turn held as to approximately 51% by
|
||
Mr. Wang Ping ’an.
|
||
(4) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
Other Existing Shareholders
|
||
Name
|
||
Number
|
||
of Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate
|
||
% of the
|
||
total issued
|
||
H Shares
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing (1)(3)
|
||
Approximate
|
||
% of the
|
||
total issued
|
||
share capital
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing (1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Mr. Liu Wei 5,667,580 2.65% 2.63% January 27, 2027 (2)
|
||
Mr. Zhu Lang 5,943,366 2.78% 2.76% January 27, 2027 (2)
|
||
Subtotal 11,610,946 5.44% 5.39%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option.
|
||
(2) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
(3) Discrepancies in the above table between the sum of the percentage of Shares held by each investor and the
|
||
percentage of the total Shares held by such investors are due to rounding.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
Approximate
|
||
% of the
|
||
total issued H
|
||
Shares subject
|
||
to lock-up
|
||
undertakings
|
||
upon
|
||
Listing (2)(3)
|
||
Approximate
|
||
% of the total
|
||
issued share
|
||
capital subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Tencent 1,482,400 0.69% 0.69% July 27, 2026 (2)
|
||
Temasek 1,482,400 0.69% 0.69% July 27, 2026 (2)
|
||
BlackRock 1,153,000 0.54% 0.54% July 27, 2026 (2)
|
||
FIL Investment 988,200 0.46% 0.46% July 27, 2026 (2)
|
||
Bosera International 329,400 0.15% 0.15% July 27, 2026 (2)
|
||
E Fund 329,400 0.15% 0.15% July 27, 2026 (2)
|
||
Springs Capital (Hong
|
||
Kong) 329,400 0.15% 0.15% July 27, 2026 (2)
|
||
Taikang Life 329,400 0.15% 0.15% July 27, 2026 (2)
|
||
Subtotal 6,423,600 3.01% 2.98%
|
||
Notes:
|
||
(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the
|
||
Over-allotment Option.
|
||
(2) Each Cornerstone Investor shall not dispose of any of the Offer Shares acquired in the Global Offering at
|
||
any time during the period of six months from (and inclusive of) the Listing Date pursuant to their respective
|
||
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to any of its
|
||
wholly-owned subsidiaries who will be bound by the same obligations of the relevant Cornerstone Investor,
|
||
including the lock-up period restriction. For details, please refer to the section headed “Cornerstone Investors
|
||
– Restrictions on the Cornerstone Investors ” of the Prospectus.
|
||
(3) Discrepancies in the above table between the sum of the percentage of Shares held by each investor and the
|
||
percentage of the total Shares held by such investors are due to rounding.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise of
|
||
the Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1 1,647,200 11.68% 10.03% 10.62% 9.23% 1,647,200 0.76% 0.76%
|
||
Top 5 6,661,800 47.24% 40.55% 42.95% 37.35% 6,661,800 3.09% 3.06%
|
||
Top 10 9,577,400 67.92% 58.30% 61.75% 53.69% 15,301,614 7.10% 7.02%
|
||
Top 25 13,341,300 94.61% 81.21% 86.01% 74.79% 19,065,514 8.85% 8.75%
|
||
Notes* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 123,276,868 57.72% 57.09% 123,661,229
|
||
Top 5 329,500 2.34% 2.01% 2.12% 1.85% 147,397,459 69.01% 68.27% 147,781,820
|
||
Top 10 395,400 2.80% 2.41% 2.55% 2.22% 171,532,175 80.31% 79.44% 171,916,536
|
||
Top 25 8,177,300 57.99% 49.78% 52.72% 45.84% 206,256,851 96.57% 95.53% 206,641,212
|
||
Notes* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(taking into
|
||
account the
|
||
full exercise
|
||
of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised in
|
||
full)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 123,276,868 123,661,229 57.38% 56.77%
|
||
Top 5 329,500 2.34% 2.01% 2.12% 1.85% 147,397,459 147,781,820 68.57% 67.84%
|
||
Top 10 395,400 2.80% 2.41% 2.55% 2.22% 171,532,175 171,916,536 79.77% 78.92%
|
||
Top 25 7,222,000 51.22% 43.96% 46.56% 40.49% 205,301,551 207,222,000 96.15% 95.13%
|
||
Notes* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 229,245 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
POOL A
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO. OF
|
||
SHARES APPLIED
|
||
FOR
|
||
100 61,617 1,849 out of 61,617 to receive 100 H Shares 3.00%
|
||
200 25,446 895 out of 25,446 to receive 100 H Shares 1.76%
|
||
300 8,190 289 out of 8,190 to receive 100 H Shares 1.18%
|
||
400 9,550 337 out of 9,550 to receive 100 H Shares 0.88%
|
||
500 6,307 223 out of 6,307 to receive 100 H Shares 0.71%
|
||
600 3,198 114 out of 3,198 to receive 100 H Shares 0.59%
|
||
700 2,738 98 out of 2,738 to receive 100 H Shares 0.51%
|
||
800 3,047 110 out of 3,047 to receive 100 H Shares 0.45%
|
||
900 2,187 79 out of 2,187 to receive 100 H Shares 0.40%
|
||
1,000 12,527 453 out of 12,527 to receive 100 H Shares 0.36%
|
||
1,500 6,397 232 out of 6,397 to receive 100 H Shares 0.24%
|
||
2,000 5,902 215 out of 5,902 to receive 100 H Shares 0.18%
|
||
2,500 4,344 159 out of 4,344 to receive 100 H Shares 0.15%
|
||
3,000 3,634 134 out of 3,634 to receive 100 H Shares 0.12%
|
||
3,500 2,774 103 out of 2,774 to receive 100 H Shares 0.11%
|
||
4,000 3,140 120 out of 3,140 to receive 100 H Shares 0.10%
|
||
4,500 2,428 93 out of 2,428 to receive 100 H Shares 0.09%
|
||
5,000 4,110 158 out of 4,110 to receive 100 H Shares 0.08%
|
||
6,000 3,176 124 out of 3,176 to receive 100 H Shares 0.07%
|
||
7,000 2,619 103 out of 2,619 to receive 100 H Shares 0.06%
|
||
8,000 2,485 98 out of 2,485 to receive 100 H Shares 0.05%
|
||
9,000 2,022 80 out of 2,022 to receive 100 H Shares 0.04%
|
||
10,000 12,939 514 out of 12,939 to receive 100 H Shares 0.04%
|
||
20,000 11,677 471 out of 11,677 to receive 100 H Shares 0.02%
|
||
Total 202,454 Total number of Pool A successful applicants: 7,051
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
POOL B
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
30,000 9,749 2,545 out of 9,749 to receive 100 H Shares 0.09%
|
||
40,000 3,518 919 out of 3,518 to receive 100 H Shares 0.07%
|
||
50,000 7,067 1,847 out of 7,067 to receive 100 H Shares 0.05%
|
||
100,000 2,972 777 out of 2,972 to receive 100 H Shares 0.03%
|
||
150,000 1,214 318 out of 1,214 to receive 100 H Shares 0.02%
|
||
200,000 694 182 out of 694 to receive 100 H Shares 0.01%
|
||
250,000 338 89 out of 338 to receive 100 H Shares 0.01%
|
||
300,000 281 74 out of 281 to receive 100 H Shares 0.01%
|
||
350,000 173 46 out of 173 to receive 100 H Shares 0.01%
|
||
400,000 117 32 out of 117 to receive 100 H Shares 0.01%
|
||
450,000 81 23 out of 81 to receive 100 H Shares 0.01%
|
||
500,000 76 22 out of 76 to receive 100 H Shares 0.01%
|
||
550,000 42 13 out of 42 to receive 100 H Shares 0.01%
|
||
600,000 52 17 out of 52 to receive 100 H Shares 0.01%
|
||
650,000 30 10 out of 30 to receive 100 H Shares 0.01%
|
||
705,100 387 137 out of 387 to receive 100 H Shares 0.01%
|
||
Total 26,791 Total number of Pool B successful applicants: 7,051
|
||
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 consents have 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 Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option has been fully exercised by the Overall Coordinators, pursuant
|
||
to which the Company is issuing and allotting 1,410,100 additional Offer Shares, representing
|
||
approximately 10% of the total number of Offer Shares initially available under the Global
|
||
Offering, at the final Offer Price. All of the additional Offer Shares that would be allotted and
|
||
issued by the Company pursuant to the full exercise of the Offer Size Adjustment Option will
|
||
be allocated to the International Offering. Accordingly, the total number of Offer Shares finally
|
||
available under the Global Offering (taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before any exercise of the Over-allotment Option) that would be allotted
|
||
and issued by the Company is 15,511,200 Offer Shares and the total issued share capital of the
|
||
Company upon Listing (taking into account the full exercise of the Offer Size Adjustment Option
|
||
and before any exercise of the Over-allotment Option) will be 215,511,200 Shares.
|
||
Placing to existing Shareholder or close associate of existing Shareholders with a waiver
|
||
from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent under
|
||
paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a waiver
|
||
from the strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
|
||
1C(2) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
|
||
International Offering to any existing Shareholder or close associate of existing Shareholders as
|
||
listed above. The allocation of Offer Shares to such existing Shareholder or close associate of
|
||
existing Shareholders is in compliance with all the conditions under the waiver/consent granted by
|
||
the Stock Exchange.
|
||
For details of the allocations of Offer Shares to the existing Shareholders, please refer to the
|
||
section headed “Allotment Results Details – International Offering – Allotees with Waivers/
|
||
Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
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 their connected distributors pursuant to the
|
||
Placing Guidelines.
|
||
The Company has applied to the Stock Exchange, 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 clients listed below. The
|
||
allocation of Offer Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock
|
||
Exchange. Details of the placement to connected clients are set out below:
|
||
Connected Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
Whether the connected
|
||
clients will hold the beneficial interests of the Offer Shares on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent third parties
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate % of Offer Shares
|
||
(1)
|
||
Approximate
|
||
% of the total issued H Shares immediately following
|
||
completion of
|
||
theGlobal Offering
|
||
(1)
|
||
Approximate
|
||
% of the total issued shares capital immediately following completion of the Global Offering
|
||
(1)
|
||
HTFH HTCI HTCI is a
|
||
member of the
|
||
same group of
|
||
companies as
|
||
HTFH(2)(3)
|
||
Non-
|
||
discretionary
|
||
basis
|
||
1,410,000 9.09% 0.66% 0.65%
|
||
HTFH China Southern China Southern
|
||
is a member of
|
||
the same group
|
||
of HTFH (4)
|
||
Discretionary
|
||
basis
|
||
1,600 0.01% Less than 0.01% Less than 0.01%
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
Connected Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
Whether the connected
|
||
clients will hold the beneficial interests of the Offer Shares on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent third parties
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate % of Offer Shares
|
||
(1)
|
||
Approximate
|
||
% of the total issued H Shares immediately following
|
||
completion of
|
||
theGlobal Offering
|
||
(1)
|
||
Approximate
|
||
% of the total issued shares capital immediately following completion of the Global Offering
|
||
(1)
|
||
HTFH CSOP AM See Note (5) Discretionary
|
||
basis
|
||
400 Less than 0.01% Less than 0.01% Less than 0.01%
|
||
Deutsche Bank Harvest Global Harvest
|
||
Global is a
|
||
wholly owned
|
||
subsidiary
|
||
of Harvest
|
||
Financial Group
|
||
Limited, which
|
||
in turn is wholly
|
||
owned by
|
||
Harvest Fund
|
||
Management
|
||
Co., Ltd. (6)
|
||
Discretionary
|
||
basis
|
||
164,800 1.06% 0.08% 0.08%
|
||
Haitong Haitong AM Haitong AM is
|
||
a member of the
|
||
same group of
|
||
Haitong (7)
|
||
Discretionary
|
||
basis
|
||
100 Less than 0.01% Less than 0.01% Less than 0.01%
|
||
Haitong Fullgoal AM See Note (8) Discretionary
|
||
basis
|
||
89,200 0.58% 0.04% 0.04%
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
Connected Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
Whether the connected
|
||
clients will hold the beneficial interests of the Offer Shares on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent third parties
|
||
No. of Offer
|
||
Shares allocated
|
||
Approximate % of Offer Shares
|
||
(1)
|
||
Approximate
|
||
% of the total issued H Shares immediately following
|
||
completion of
|
||
theGlobal Offering
|
||
(1)
|
||
Approximate
|
||
% of the total issued shares capital immediately following completion of the Global Offering
|
||
(1)
|
||
Haitong Fullgoal Funds See Note (8) Discretionary
|
||
basis
|
||
75,600 0.49% 0.04% 0.04%
|
||
Orient
|
||
Securities
|
||
China Universal
|
||
(HK)
|
||
See Note (9) Discretionary
|
||
basis
|
||
49,700 0.32% 0.02% 0.02%
|
||
Orient
|
||
Securities
|
||
CUAM Entities See Note (9) Discretionary
|
||
basis
|
||
116,700 0.75% 0.05% 0.05%
|
||
CSB China AMC See Note (10) Discretionary
|
||
basis
|
||
6,600 0.04% Less than 0.01% Less than 0.01%
|
||
CSB China AMC HK See Note (11) Discretionary
|
||
basis
|
||
1,600 0.01% Less than 0.01% Less than 0.01%
|
||
Notes:(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment Option.(2) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (
|
||
“IPOs
|
||
”) in Hong Kong. However, PRC
|
||
investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors (the
|
||
“Cross-border Derivatives Trading Regime
|
||
”).
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
Huatai Securities Co., Ltd. (
|
||
“Huatai Securities
|
||
”), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock
|
||
Exchange (stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA agreement (the
|
||
“ISDA Agreement
|
||
”) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future total return
|
||
swap between Huatai Securities and HTCI.HTFH is one of the Joint Sponsors and the Overall Coordinators and Underwriters in connection with the Global Offering. Pursuant to an ISDA agreement entered into between Huatai Securities and HTCI, HTCI, which intends to participate in the Global Offering as a placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holding under a back-to-back total return swap (
|
||
“Huatai Back-to-back TRS
|
||
”) to be entered
|
||
by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e., with no financing provided by HTCI) by Huatai Onshore Ultimate
|
||
Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares ultimately to the Huatai Onshore Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Onshore Ultimate Clients.HTCI and HTFH are both indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a
|
||
“connected client
|
||
” of HTFH pursuant
|
||
to paragraph 1B(7) of the Placing Guidelines.Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the
|
||
“Huatai Onshore 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 Huatai Securities, with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Onshore Ultimate Clients, through their investment managers, will place a total return swap order (the
|
||
“Client TRS
|
||
”) with Huatai Securities in connection with the Global Offering and
|
||
Huatai Securities will place a Huatai Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Huatai Backto-back TRS, HTCI participates in the Global Offering and subscribes the Offer Shares through placing order with HTFH during the International Offering.To the best of HTCI
|
||
’s knowledge and after making all reasonable enquiries, each of the Huatai Onshore Ultimate Clients is an independent third party of (i) the
|
||
Company, the connected person and/or their respective associates thereof, and (ii) HTCI, HTFH and the companies which are members of the same group of HTCI.The purpose of HTCI to subscribe for the Offer Shares is for hedging the Huatai Back-to-back TRS in connection with the Client TRS order placed by the Huatai Onshore Ultimate Clients. Pursuant to the terms of the contracts of the Huatai Back-to-back TRS and the Client TRS, during the tenor of the Huatai Back-to-back TRS and the Client TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Onshore Ultimate Clients through the Huatai Back-to-back TRS and the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.Investment in the Huatai Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (
|
||
“QDII
|
||
”) in the
|
||
way that the Huatai Onshore Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Huatai Back-to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of termination. As such, the Huatai Onshore Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
The Huatai Onshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange at their own discretions. Upon the termination upon maturity or early termination of the Client TRS by the Huatai Onshore Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Onshore Ultimate Clients will receive a final settlement amount in cash in accordance with the terms and conditions of the Huatai Back-to-back TRS and the Client 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 Client TRS, the Huatai Onshore Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai Onshore Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Huatai Back-to-back TRS by way of a new issuance or a tenor extension.It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Onshore Ultimate Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the Global Offering. HTCI will not exercise the voting right of the Offer Shares during the tenor of the Huatai Back-to-back TRS.During the life of the Client TRS and Huatai Back-to-back TRS, HTCI 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, HTCI 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 HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its obligations under the Huatai Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Onshore Ultimate Clients.
|
||
Huatai Onshore Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
Zhuhai Hunkin Private Fund Management Partnership (Limited Partnership) - Jinyueyang Private
|
||
Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ږN/A N/A
|
||
Yucheng Private Fund Management (Hainan) Partnership (Limited Partnership) - Yucheng Xiangjiang
|
||
Qiming Private Securities Investment Fund* (၍ଣ (ی)ΥྫΆุ (Υྫ )-Ϫ઼
|
||
ږ)
|
||
Hong Yan (ዲ)
|
||
Zhang Weihua ( ੵሊ
|
||
ശ)
|
||
UBO with over 30%
|
||
interest
|
||
Beijing Hengde Times Private Fund Management Co., Ltd. - Hengde Yuanzheng Tianli No. 3 Private
|
||
Securities Investment Fund* (л 3 ӷᗇՎҳ༟
|
||
ږN/A N/A
|
||
Shanghai Baoyin Private Fund Management Co., Ltd.* (ʮ̡ ) N/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Jiaxuan Senyu
|
||
No. 1 Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕྗ፯ಌ༃
|
||
1 ږN/A N/A
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
Huatai Onshore Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Jinsuan Senyu
|
||
No. 1 Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-፯ಌ༃
|
||
1 ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Senyu No. 1
|
||
Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕಌ༃ 1 ӷᗇ
|
||
ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Senyu No. 2
|
||
Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕಌ༃ 2 ӷᗇ
|
||
ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Senyu No. 3
|
||
Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕಌ༃ 3 ӷᗇ
|
||
ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Chuangying
|
||
Growth No. 1 Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕ௴
|
||
ڗ1 ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Chuangying
|
||
Growth No. 2 Private Securities Investment Fund* (၍ଣΥྫΆุ (Υྫ )-ාԕ௴
|
||
ڗ2 ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Jiaxuan
|
||
Chuangying Growth No. 1 Private Securities Investment Fund* (၍ଣΥྫΆุ (ࠢ
|
||
Υྫ)-ڗ1 ږN/A N/A
|
||
Shanghai Qinchen Private Fund Management Partnership (Limited Partnership) - Qinchen Jinsuan
|
||
Chuangying Growth No. 1 Private Securities Investment Fund* (၍ଣΥྫΆุ (ࠢ
|
||
Υྫ)-ڗ1 ږN/A N/A
|
||
Pingyang Ruihe Investment Management Co., Ltd. - Ruihe Xinjian Private Securities Investment Fund*
|
||
(ږN/A N/A
|
||
Shanghai Mingmeng Investment Management Co., Ltd. - Mingmeng Multi-Strategy Hedge No. 1 Fund*
|
||
(ᢷεഄଫ࿁ә 1 ږN/A N/A
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
Huatai Onshore Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
Shanghai Weining Private Fund Management Co., Ltd. - Weining Qihang No. 1 Private Securities
|
||
Investment Fund* (ʮ̡ Ñ ሊ∡઼ঘ 1 ږLiu Yutao ( ᄎԃᏹ)
|
||
UBO with over 30%
|
||
interest
|
||
Shanghai Weining Private Fund Management Co., Ltd. - Weining Focus Private Securities Investment
|
||
Fund* (ږLin Ran (್)
|
||
UBO with over 30%
|
||
interest
|
||
Shanghai Hesheng Asset Management Co., Ltd. - Hesheng Qijia Hybrid No. 1 Private Securities
|
||
Investment Fund* (ʮ̡ Ñ Υ᳅ᄁྗ૿Υ 1 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun No. 6 Private Securities Investment Fund* ( ɪऎ
|
||
ʮ̡ Ñ ြয় 6 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun No. 7 Private Securities Investment Fund* ( ɪऎ
|
||
ʮ̡ Ñ ြয় 7 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun No. 11 Private Securities Investment Fund* ( ɪऎ
|
||
ʮ̡ Ñ ြয় 11 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun No. 18 Private Securities Investment Fund* ( ɪऎ
|
||
ʮ̡ Ñ ြয় 18 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Exclusive No. 29 Private Securities Investment
|
||
Fund* (ʮ̡ Ñ ြয়ਖ਼Ԯ 29 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Shanghai-Hong Kong-Shenzhen Private Securities
|
||
Investment Fund* (ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Huixiang No. 1 Private Securities Investment
|
||
Fund* (ʮ̡ Ñ ြয়ᅆԮ 1 ږN/A N/A
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
Huatai Onshore Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Zhiyuan No. 1 Private Securities Investment
|
||
Fund* (Ⴣ 1 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Ruixiang Private Securities Investment Fund* ( ɪ
|
||
ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Zhongxiang No. 6 Private Securities Investment
|
||
Fund* (ʮ̡ Ñ ြয়Ԯ 6 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Jinsuan Flexible Strategy No. 1 Private Securities
|
||
Investment Fund* (ഄଫ 1 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Yuexiang Private Securities Investment Fund* ( ɪ
|
||
ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Jiejie Gao 22 Private Securities Investment Fund*
|
||
(ʮ̡ Ñ ြয়ືື৷ 22 ږN/A N/A
|
||
Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Xinxiang Private Securities Investment Fund* ( ɪ
|
||
ږN/A N/A
|
||
Shenzhen Wangzheng Asset Management Co., Ltd. - Wangzheng Win-Win 17 Private Securities
|
||
Investment Fund* (ʮ̡ Ñ ૐ͍ᙊ 17 ږQu Qin ( ᓻೞ)
|
||
UBO with over 30%
|
||
interest
|
||
Yuanxin (Zhuhai) Private Fund Management Co., Ltd. - Yuanxin China Value Return Select Private
|
||
Securities Investment Fund* (ڦ(मऎ)Ϋజၚ፯ӷᗇՎҳ
|
||
ږXie Zhendong (؇ࣈ)
|
||
UBO with over 30%
|
||
interest
|
||
Yuanxin (Zhuhai) Private Fund Management Co., Ltd. - CITIC Capital China Value Return Private
|
||
Securities Investment Fund* (ڦ(मऎ)ΫజӷᗇՎҳ
|
||
ږXu Jiangnan (ی)
|
||
UBO with over 30%
|
||
interest
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
Huatai Onshore Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
Yuanxin (Zhuhai) Private Fund Management Co., Ltd. - CITIC Capital China Quality Enterprises
|
||
Contrarian Strategy Private Securities Investment Fund* (ڦ(मऎ)༟͉
|
||
ږN/A N/A
|
||
Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd. - Zhonghe Capital Cultivation No. 8 Private
|
||
Securities Investment Fund* ( ᎀᔐʕձ (ݵ)ʮ̡ Ñ ʕձ༟͉ঁঀ 8 ӷᗇՎҳ༟ਿ
|
||
ږ)
|
||
Zhang Jingting ( ੵห
|
||
ࢬ)
|
||
UBO with over 30%
|
||
interest
|
||
Beijing Dongfang Engine Investment Management Co., Ltd. - Engine Capital China Opportunity High-
|
||
Yield Bond Private Fund No. 1* (ʮ̡ Ñ ˏᏗ༟͉ʕዚึ৷ϗूවՎӷ
|
||
ږ1 ) N/A N/A
|
||
Beijing Dongfang Engine Investment Management Co., Ltd. - Dongfang Engine Evergreen No. 2 Private
|
||
Securities Investment Fund* (ڡڗ2 ӷᗇՎҳ༟
|
||
ږJi Zongming (֚֙)
|
||
UBO with over 30%
|
||
interest
|
||
Shanghai Yongjin Investment Management Co., Ltd. - Yongjin Yongxin Multi-Strategy No. 11 Private
|
||
Securities Investment Fund* (ಪ㒥εഄଫ 11 ږXie Xiaoyong (ۇ)
|
||
UBO with over 30%
|
||
interest
|
||
Hainan Bingzuo Guanfu Private Fund Management Partnership (Limited Partnership) acting as manager
|
||
for Bingzuo Guanfu Baopu No. 1 Private Securities Investment Fund* (၍ଣΥྫ
|
||
Άุ(ʮ̡ )ዎ 1 ږN/A N/A
|
||
Shanghai Jinglin Asset Management Co., Ltd.* (ʮ̡ ) N/A N/A
|
||
Shanghai Gaoyi Asset Management Partnership (Limited Partnership)* ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ (Ϟ
|
||
Υྫ)) N/A N/A
|
||
|
||
|
||
--- page 31 ---
|
||
31
|
||
(3) The offshore investors (the
|
||
“Huatai Offshore Ultimate Clients
|
||
”), through its investment manager, will place the Client TRS with HTCI in connection with the
|
||
Global Offering. In order to hedge its exposure under the Client TRS, HTCI participates in the Global Offering and subscribes the H Shares through placing order with HTFH during the International Offering.To the best of our knowledge and after making all reasonable enquiries, the Huatai Offshore Ultimate Clients are an independent third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI, HTFH and the companies which are members of the same group of HTCI.The purpose of HTCI to subscribe for the H Shares is for hedging the Client TRS order placed by the Huatai Offshore Ultimate Clients. Pursuant to the terms of the Client TRS, during the tenor of the Client TRS, subject to customary fees and commissions, all economic returns of the H Shares will be passed to the Huatai Offshore Ultimate Clients through the Client TRS and all economic loss shall be borne by the Huatai Offshore Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the H Shares.The Huatai Offshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be on or after the date on which the H Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of the Client TRS by the Huatai Offshore Ultimate Clients, HTCI will dispose the H Shares on the secondary market and the Huatai Offshore Ultimate Clients will receive a final settlement amount of the Client TRS in cash in accordance with the terms and conditions of the Client TRS which should have taken into account all the economic returns or economic loss in relation to the H Shares. If upon the maturity of the Client TRS, the Huatai Offshore Ultimate Clients intends to extend the investment period, subject to further agreement between HTCI and the relevant Huatai Offshore Ultimate Client, the term of the Client TRS could be extended by way of a new issuance or a tenor extension.It is proposed that HTCI will hold the legal title and the voting right of the H Shares by itself, and pass through the economic exposure to the Huatai Offshore Ultimate Clients, being a client who places a Client TRS order with HTCI in connection with the Global Offering. HTCI will not exercise the voting right of the H Shares during the tenor of the Client TRS.During the life of the Client TRS, HTCI may continue to hold the H Shares in its custodian account, or to hold some or all of the H Shares in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding of underlying H Shares in the form of stock borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the H Shares on loan at any time in order to satisfy its obligations under the Client TRS to ensure the economic interests are ultimately passed to the Huatai Offshore Ultimate Clients.
|
||
Huatai Offshore Ultimate Clients UBO Remarks
|
||
Baichuan Investment SPC – Baichuan Growth Fund SP Sun Jian UBO with over 30% interest
|
||
(4) China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset management business, will hold the Offer
|
||
Shares as the independent agent and discretionary manager of certain QDII funds.
|
||
|
||
|
||
--- page 32 ---
|
||
32
|
||
(5) CSOP AM is the discretionary investment manager of China New Balance Opportunity Fund (the
|
||
“CSOP AM Ultimate Client
|
||
”) whose investors are, to the
|
||
best of CSOP AM
|
||
’s knowledge, independent third parties of the CSOP AM, HTFH and the companies which are members of the same group of HTFH. The
|
||
only ultimate beneficial owner holding 30% or more interest of the CSOP AM Ultimate Client is CMB Wing Lung (Nominee) Ltd. CSOP AM makes investment decisions for the CSOP AM Ultimate Client. HTFH indirectly holds 21.609% shares of CSOP AM. CSOP AM is therefore considered as a connected client of HTFH pursuant to paragraph 1B(7) of the Placing Guidelines.
|
||
(6) Harvest Fund Management Co., Ltd. is 30% owned by DWS Investments Singapore Limited, a wholly-owned subsidiary of Deutsche Bank.
|
||
(7) Haitong AM will hold the Offer Shares in its capacity as the discretionary investment manager managing assets on behalf of its underlying clients, each of
|
||
which is an independent third party of Haitong AM, Haitong and the companies which are members of the same group of Haitong.
|
||
(8) Fullgoal AM and Fullgoal HK are members of the same group of companies as Haitong. Each of Fullgoal AM and Fullgoal HK will subscribe for and hold
|
||
Offer Shares under the International Offering in accounts in its capacity as the discretionary fund manager managing assets on behalf of its ultimate clients (the “Fullgoals Underlying Clients
|
||
”).
|
||
The Fullgoal Underlying Clients include (i) ICBC Fullgoal China Small & Mid Cap (HK listed) Equity Fund, (ii) ICBC Fullgoal Global Technology & Internet Fund, (iii) Cmb-Fullgoal Blue Chip Selected Equity Fund (QDII), (iv) Fullgoal Dividend Selected Hybrid Fund, (v) Fullgoal China Opportunities Fund, (vi) Fullgoal China Growth Select Fund and (vii) The University of Hong Kong {
|
||
Hong Kong and China Equity Fund. As confirmed by Fullgoal Funds, none
|
||
of Fullgoal Underlying Clients holds an interest of 30% or more. To the best knowledge of Fullgoal Fund after due enquiry, each of the Fullgoal Underlying Clients is an independent third party of the Company, its subsidiaries, Fullgoal Funds, Haitong and the companies which are members of the same group of Haitong.
|
||
(9) China Universal (HK) is a wholly owned subsidiary of CUAM, which is owned by Orient Securities Co., Ltd., the group company of Orient Securities as to
|
||
35.412%. As such, each of the CUAM Entities is a member of the same group of companies as Orient Securities.The subscription will be made by each of the CUAM Entities in its capacity as the investment manager on a discretionary basis for and on behalf of its underlying clients. Each of the CUAM Entities has confirmed that, to the best of their knowledge and after making all reasonable enquiries, each of its underlying clients and its ultimate beneficial owners (if applicable) listed above is an independent third party of the CUAM Entities, and the companies which are members of the same group of companies as Orient Securities.
|
||
(10) China AMC is a member of the same group of CSB. China AMC proposes to subscribe for and hold Offer Shares under the International Offering in accounts
|
||
in its capacity as the discretionary fund manager managing assets on behalf of its ultimate clients (the
|
||
“China AMC Underlying Clients
|
||
”). The China AMC
|
||
Underlying Clients are the beneficial owners of Huaxia New Era Renminbi (
|
||
˾ɛ͏࿆
|
||
), Huaxia Global Select Renminbi (
|
||
Όଢၚ፯ɛ͏࿆
|
||
),
|
||
Mackenzie ChinaAMC All China Equity Fund and JSS Equity – All China Fund. None of China AMC Underlying Clients hold an interest of 30% or more. To the best knowledge of China AMC after due enquiry, each of the China AMC Underlying Clients is an independent third party of the Company, its subsidiaries, China AMC, CSB and the companies which are members of the same group of CSB.
|
||
|
||
|
||
--- page 33 ---
|
||
33
|
||
(11) China AMC HK is a member of the same group of CSB. China AMC HK proposes to subscribe for and hold Offer Shares under the International Offering in
|
||
accounts in its capacity as the discretionary fund manager managing assets on behalf of its ultimate clients (the
|
||
“China AMC HK Underlying Clients
|
||
”). The
|
||
China AMC HK Underlying Clients are the beneficial owners of China AMC China Focus Fund, China AMC Select Greater China Technology Fund, China AMC Fund – China AMC China Opportunities Fund, China AMC China Growth Fund (SICAV) and C215. Except for Manulife (International) Limited, Futu Securities International (Hong Kong) Limited, Yuanta Securities (HK) Company Ltd and Hong Kong Monetary Authority, none of China AMC HK Underlying Clients hold an interest of 30% or more. To the best knowledge of China AMC HK after due enquiry, each of the China AMC HK Underlying Clients is an independent third party of the Company, its subsidiaries, China AMC HK, CSB and the companies which are members of the same group of CSB.
|
||
* For identification purposes only
|
||
|
||
|
||
--- page 34 ---
|
||
34
|
||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with a
|
||
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares
|
||
in the International Offering to certain Cornerstone Investors as placees, subject to the following
|
||
conditions:
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) and cornerstone investors as permitted under the
|
||
Size-based Exemption (as defined in the Guide for New Listing Applicants) do not exceed
|
||
30% of the total number of the H Shares offered under the Global Offering;
|
||
(c) each Director, supervisor, chief executive of the Company and Controlling Shareholders
|
||
confirms that no securities have been allocated to them or their respective close associates
|
||
under the Size-based Exemption; and
|
||
(d) details of the allocation to the Cornerstone Investors under the Size-based Exemption will be
|
||
disclosed in this announcement. Such allocations of Offer Shares are in compliance with all
|
||
the conditions under the consent granted by the Stock Exchange.
|
||
For details of the further allocations of Offer Shares to Cornerstone Investors, please refer to
|
||
the section headed “Allotment Results Details – International Offering – Allotees with Waivers/
|
||
Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 35 ---
|
||
35
|
||
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 (1) solely to qualified institutional buyers as defined
|
||
in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under
|
||
the U.S. Securities Act and (2) 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 January 20, 2026 issued by Busy Ming Group Co.,
|
||
Ltd. (ʮ̡ ) for detailed information about the Global Offering
|
||
described above before deciding whether or not to invest in the H Shares thereby being offered.
|
||
Potential investors of the Offer Shares should note that the Joint Sponsors and 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 28,
|
||
2026).
|
||
|
||
|
||
--- page 36 ---
|
||
36
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (after taking into account the full
|
||
exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment
|
||
Option), the total number of H Shares held by the public represents approximately 33.95% of the
|
||
total issued share capital of the Company, which is higher than the minimum prescribed percentage
|
||
of H Shares required to be held in public hands of 10% under Rule 8.08(1) of the Listing Rules
|
||
calculated based on the final Offer Price of HK$236.60 per Offer Share, thereby satisfying the
|
||
public float requirement under Rule 8.08(1) of the Listing Rules.
|
||
Based on the final Offer Price of HK$236.60 per Offer Share, the Company satisfies the free float
|
||
requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors also confirm that immediately following the completion of the Global Offering (after
|
||
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
|
||
of the Over-allotment Option), (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 upon Listing (after taking into account the full exercise of
|
||
the Offer Size Adjustment Option and before any exercise of the Over-allotment Option); and (iii)
|
||
there will be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2)
|
||
of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on
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Wednesday, January 28, 2026 (Hong Kong time), provided that (i) the Global Offering has become
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unconditional in all respects, and (ii) the right of termination as described in the paragraph headed
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“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
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Hong Kong Underwriting Agreement – Grounds for Termination ” in the Prospectus has not been
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exercised. Investors who trade H Shares on the basis of publicly available allocation details before
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||
the receipt of H Share certificates or before the H Share certificates become valid evidence of title
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||
do so entirely at their own risk.
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Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
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Hong Kong on Wednesday, January 28, 2026, it is expected that dealings in the H Shares on the
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Stock Exchange will commence at 9:00 a.m. on Wednesday, January 28, 2026. The H Shares will
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be traded in board lots of 100 H Shares each and the stock code of the H Shares will be 1768.
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||
By order of the Board
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||
Busy Ming Group Co., Ltd.
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Mr. Yan Zhou
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Chairman of the Board, Executive Director and General Manager
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Hong Kong, January 27, 2026
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As at the date of this announcement, the Board of Directors of the Company comprises Mr.
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Yan Zhou, Mr. Zhao Ding, Mr. Wang Yutong, Mr. Wang Ping ’an and Mr. Li Wei as executive
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Directors; Dr. Su Kai as non-executive Director and Ms. Peng Hui, Mr. Qiu Huang and Ms. Wu
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||
Qianhui as independent non-executive Directors.
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