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.
1565 lines
67 KiB
Plaintext
1565 lines
67 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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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia) or any other
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jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any
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offer to sell or solicitation of an offer to buy, to purchase or subscribe for securities nor shall there be any sale of Offer
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Shares in the United States or in any other jurisdictions in which such offer or solicitation would be unlawful. The
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securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as
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amended from time to time (the “U.S. Securities Act ”) or any state securities law of the United States. The securities
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may not be offered, sold, pledged, or transferred within the United States or to, or for the account or benefit of U.S.
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persons (as defined in Regulation S under the U.S. Securities Act ( “Regulation S ”)) except pursuant to an exemption
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from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance
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with any applicable state securities laws. There will be no public offering of securities in the United States. The Offer
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Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under
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the U.S. Securities Act.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read the
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prospectus dated May 28, 2026 (the “Prospectus ”) of LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ (ᘽψ)ٰ
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ʮ̡ ) (the “Company ”) carefully for detailed information about the Company and the Global Offering before
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deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Global Offering
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should be taken solely in reliance on the information in the Prospectus.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, Sinolink Securities (Hong Kong) Company Limited, as the stabilizing manager
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(the “Stabilizing Manager ”), its affiliates or any person acting for it, may, to the extent permitted by applicable laws
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of Hong Kong or elsewhere, over-allocate or effect transactions with a view to stabilizing or maintaining the market
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price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing
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Date. However, there is no obligation on the Stabilizing Manager (its affiliates or any person acting for it) to conduct
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any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilizing Manager (its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards
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as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end
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within 30 days of the last day for lodging applications under the Hong Kong Public Offering. Such stabilization action,
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if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
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all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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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 Shares for longer
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than the stabilization period which begins on the Listing Date, and is expected to expire on Thursday, July 2, 2026,
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the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no
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further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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Potential investors of the Offer Shares should note that the Sole Sponsor-Overall Coordinator (for itself and on behalf
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of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement upon the occurrence of any of the events set out in the paragraph headed “Underwriting { Underwriting
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Arrangements { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus at any time prior to 8:00
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a.m. (Hong Kong time) on the Listing Date (which is currently expected to be Friday, June 5, 2026).
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--- page 2 ---
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2
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LongBio Pharma (Suzhou) Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 14,193,150 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 1,419,350 H Shares
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Number of International Offer Shares : 12,773,800 H Shares (subject to
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the Over-allotment Option)
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Offer Price : HK$96.06 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock Code : 01779
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Sole Sponsor, Sole Sponsor-Overall Coordinator, Overall Coordinator, Joint Global
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Coordinator, Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
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Joint Lead Managers
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--- page 3 ---
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3
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LongBio Pharma (Suzhou) Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of H
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Shareholders, Shareholders and prospective investors should be aware that the price of
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the H Shares could move substantially even with a small number of H Shares traded and
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should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 01779
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Stock short name LONGBIO-B
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Dealings commencement date June 5, 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$96.06
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the
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Over-allotment Option) 14,193,150 H Shares
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Number of Offer Shares in Hong Kong Public Offering 1,419,350 H Shares
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Number of Offer Shares in International Offering
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(before exercise of the Over-allotment Option) 12,773,800 H Shares
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Number of issued Shares upon Listing (before exercise of
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the Over-allotment Option) 74,193,150 Shares
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Over-allocation
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Number of Offer Shares over-allocated 2,128,950 H Shares
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
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secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these
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means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange ’s
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website.
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Proceeds
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Gross proceeds (Note) HK$1,363.4 million
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Less: Estimated listing expenses payable based on Offer
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Price HK$108.5 million
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Net proceeds HK$1,254.9 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus
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on a pro rata basis.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 266,377
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No. of successful applications 28,057
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Subscription level 4,762.58 times
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Reallocation N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 1,419,350 H Shares
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 1,419,350 H Shares
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering 10.00%
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Note: For details of the final allocation of Offer Shares to the Hong Kong Public Offering, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by identification document number or www.hkeipo.hk/IPOResult
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for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 80
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Subscription Level 10.94 times
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No. of Offer Shares initially available under the International
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Offering 12,773,800 H Shares
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No. of Offer Shares reallocated to the Hong Kong Public Offering 0
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Final no. of Offer Shares under the International Offering 12,773,800 H Shares
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% of Offer Shares under the International Offering to the Global
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Offering 90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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consents under paragraphs 1C(1) and 1C(2) of Appendix F1 to the Listing Rules (the “Placing
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Guidelines ”) and under Chapters 2.3 and 4.15 of the Guide for New Listing Applicants ( “Guide ”)
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granted by the Stock Exchange to permit the Company to, among other things, allocate certain
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Offer Shares in the International Offering to certain close associates of existing Shareholders and
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certain connected clients, (i) none of the Offer Shares subscribed by the placees and the public
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have been financed directly or indirectly by the Company, any of the Directors, chief executive
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of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of the
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Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees
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and the public who have purchased the Offer Shares are accustomed to taking instructions from
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the Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition of H
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Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 5 ---
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5
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor Note 1
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-allotment
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Option is
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not exercised)
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% of total
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issued share
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capital in the
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Company after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is
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not exercised)
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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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OrbiMed Genesis Master Fund, L.P. ( “OrbiMed Genesis ”) Note 2 969,900 6.83% 1.31% No
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The Biotech Growth Trust PLC ( “BIOG”) Note 2 497,150 3.50% 0.67% No
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TruMed Health Innovation Fund LP ( “TruMed Innovation Fund ”) Note 3 692,650 4.88% 0.93% Yes
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TruMed Healthcare Master Fund ( “TruMed Master Fund ”) Note 3 285,200 2.01% 0.38% Yes
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Shanghai Gaoyi Asset Management Partnership (Limited Partnership)
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( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ (Υྫ )) (“Shanghai Gaoyi ”) and
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Huatai Capital Investment Limited ( “HTCI”) (in connection with
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Huatai Back-to-back TRS and the Huatai Client TRS) 978,050 6.89% 1.32% No
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Wisdomshire Asset Management Co., Ltd* (ʮ̡ )
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( “Wisdomshire AM ”) and HTCI (in connection with Huatai Back-to-back
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TRS and the Huatai Client TRS) 652,000 4.59% 0.88% No
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Foresight Global Superior Choice SPC { Vision Fund 1 SP ( “Vision Fund 1 ”) Note 4 474,650 3.34% 0.64% No
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Foresight Global Superior Choice SPC { Global Superior Choice Fund 1 SP
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( “GSC Fund 1 ”) Note 4 258,900 1.82% 0.35% No
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Foresight Global Superior Choice SPC { Horizon Fund 1 SP
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( “Horizon Fund 1 ”) Note 4 40,750 0.29% 0.05% No
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Foresight Global Superior Choice SPC { Horizon Next Fund SP
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( “Horizon Next Fund ”) Note 4 40,750 0.29% 0.05% No
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Fullgoal Fund Management Co., Ltd. (ʮ̡ )
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( “Fullgoal Fund ”) Note 5 685,450 4.83% 0.92% No
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Fullgoal Asset Management (HK) Limited ( బ༟ପ၍ଣ (ಥ)ʮ̡ )
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( “Fullgoal HK ”) Note 5 129,550 0.91% 0.17% No
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Value Partners Hong Kong Limited ( “VPHKL”) Note 6 570,400 4.02% 0.77% No
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Value Partners Limited ( “VPL”) Note 6 81,500 0.57% 0.11% No
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Greater Bay Area Development Fund Management Limited for and on behalf of the
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managed account of Mega Prime Development Limited ( “Mega Prime ”) 407,500 2.87% 0.55% No
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FR M CONSULTING CO., LTD ( “FR M ”) 163,000 1.15% 0.22% No
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Yuanfeng Future Growth Private Equity Securities Investment Fund*
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(ږ“( ) Yuanfeng Future Growth Fund ”)
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and China Galaxy International Investment Company Limited ( “CGII”)
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(in connection with the Yuanfeng OTC Swaps) 163,000 1.15% 0.22% No
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Total 7,090,400 49.96% 9.56%
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--- page 6 ---
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6
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Notes:
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(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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(2) As disclosed in the Prospectus, OrbiMed Genesis is an exempted limited partnership incorporated in the
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Cayman Islands. OrbiMed Genesis GP LLC ( “Genesis GP ”) is the general partner of OrbiMed Genesis.
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OrbiMed Advisors LLC ( “OrbiMed Advisors ”) is the managing member of Genesis GP. BIOG is a publicly
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listed trust organized under the laws of England. OrbiMed Capital LLC ( “OrbiMed Capital ”) is the portfolio
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manager of BIOG. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through
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a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, all of whom
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are Independent Third Parties. The management committee has sole discretion in exercising such voting and
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investment power on behalf of OrbiMed Advisors and OrbiMed Capital.
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(3) As disclosed in the Prospectus, TruMed Innovation Fund is a limited partnership incorporated in the Cayman
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Island. Its general partner is TruMed Health Innovation Fund GP Limited, which is wholly owned by Ms.
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Ting Wang. TruMed Master Fund is a healthcare-focused pooled investment fund managed by TruMed
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Investment Management Limited as investment manager with discretionary authority. TruMed Investment
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Management Limited is wholly owned by Ms. Ting Wang. TruMed Innovation Fund and TruMed Master
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Fund are therefore under the common control of Ms. Ting Wang. Each of TruMed Innovation Fund and
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TruMed Master Fund is a close associate of Hainan Renze Zhenji Venture Capital Fund Partnership Enterprise
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(Limited Partnership) (Υྫ), which holds approximately 0.30%
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of the total issued Shares immediately prior to the Global Offering. The Stock Exchange has given consent
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under paragraph 1C(2) of the Placing Guidelines to permit each of TruMed Innovation Fund and TruMed
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Master Fund to participate in the International Offering as a Cornerstone Investor. Please refer to the section
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headed “Waivers from Strict Compliance with Listing Rules and Exemption from Strict Compliance with the
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Companies (Winding Up and Miscellaneous Provisions) Ordinance ” in the Prospectus and “Others/Additional
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Information ” in this announcement for details.
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(4) As disclosed in the Prospectus, Vision Fund 1, GSC Fund 1, Horizon Fund 1 and Horizon Next Fund are all
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sub funds of Foresight Global Superior Choice SPC.
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(5) As disclosed in the Prospectus, Fullgoal HK is a wholly owned subsidiary of Fullgoal Fund.
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(6) As disclosed in the Prospectus, VPHKL and VPL are wholly-owned subsidiaries of Value Partners Group
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Limited, a company listed on the Stock Exchange (stock code: 806). Each of VPHKL and VPL is a connected
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client of GF Securities (Hong Kong) Brokerage Limited. The Stock Exchange has given consent under
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paragraph 1C(1) of the Placing Guidelines in relation to the allocation of Offer Shares to each of VPHKL
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and VPL as Cornerstone Investors. Please refer to the section headed “Waivers from Strict Compliance with
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Listing Rules and Exemption from Strict Compliance with the Companies (Winding Up and Miscellaneous
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Provisions) Ordinance ” in the Prospectus and “Others/Additional Information ” in this announcement for
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details.
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--- page 7 ---
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7
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Allottees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-allotment
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Option is
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not exercised)
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% of total issued
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share capital in
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the Company
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after the
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Global Offering
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(assuming the
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Over-allotment
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Option is
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not exercised) Relationship
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Allottees with consent under paragraph 1C(2) of the Placing Guidelines under Chapters 2.3 and 4.15 of the Guide in relation to allocation of Offer
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Shares to close associates of existing Shareholders Note 1
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TruMed Innovation Fund 692,650 4.88% 0.93%
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A close associate of an
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existing Shareholder
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TruMed Master Fund 285,200 2.01% 0.38%
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A close associate of an
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existing Shareholder
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O F CAPITAL TECH LPF ( “OFC Tech ”) 16,100 0.11% 0.02%
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A close associate of an
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existing Shareholder
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Changshu Kunsheng Equity Investment Fund Partnership Enterprise
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(Limited Partnership) (ΥྫΆุ
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(Υྫ )) ( “Changshu Kunsheng ”) Note 2 806,850 5.68% 1.09%
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A close associate of an
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existing Shareholder
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Changshu Guofa Venture Capital Co., Ltd. ( ੬ᆞ̹೯௴ุҳ༟
|
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ʮ̡ ) (“Changshu Guofa ”) Note 2 403,400 2.84% 0.54%
|
||
A close associate of an
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existing Shareholder
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Allottees with consents under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide in relation to allocations to connected clients Note 3
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VPHKL 570,400 4.02% 0.77% A connected client
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VPL 81,500 0.57% 0.11% A connected client
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GF International Investment Management Limited
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( “GF International Investment ”) Note 4 806,850 5.68% 1.09% A connected client
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E Fund Management Co., Ltd. ( “E Fund ”) Note 5 57,450 0.40% 0.08% A connected client
|
||
E Fund Management (Hong Kong) Co., Ltd. ( “E Fund HK ”) Note 5 7,100 0.05% 0.01% A connected client
|
||
GF Securities Asset Management (Guangdong) Co., Ltd.
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( “GF Securities AM ”) Note 4 8,500 0.06% 0.01% A connected client
|
||
Orient Asset Management (Hong Kong) Limited ( “Orient AM ”) 800 0.01% 0.001% A connected client
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||
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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
|
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allocated
|
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% of Offer
|
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Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
not exercised)
|
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% of total issued
|
||
share capital in
|
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the Company
|
||
after the
|
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Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
not exercised) Relationship
|
||
Notes:
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(1) The Stock Exchange has given a consent under paragraph 1C(2) of the Placing Guidelines and Chapters
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2.3 and 4.15 of Guide permit Offer Shares be placed the above placees who are close associates of existing
|
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Shareholders. Please refer to the section headed “Others/Additional Information ” in this announcement.
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(2) Changshu Kunsheng is a limited partnership established in the PRC, whose general partner is Changshu
|
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Kaisheng Southeast Entrepreneurship Investment Management Co., Ltd. (ʮ
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̡) ( “Changshu Kaisheng ”) with 1% partnership interest therein. Changshu Guofa is a company established
|
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in the PRC with limited liability. Changshu Kaisheng and Changshu Guofa are all indirectly wholly-owned
|
||
by the Bureau of Finance of Changshu (Changshu Municipal Government State-owned Assets Supervision
|
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and Administration Office) (҅ (܃“( )) Changshu SASAO ”).
|
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Changshu Kunsheng and Changshu Guofa subscribed for the H Shares through certain Qualified Domestic
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Institutional Investors.
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(3) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide in
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||
relation to allocations to connected clients, please refer to the section headed “Others/Additional Information ”
|
||
in this announcement.
|
||
(4) GF International Investment is an indirect non-wholly owned subsidiary of GF Securities Co., Ltd. ( ᄿ೯൛
|
||
ʮ̡ ) ( “GF Securities ”), a company listed on the Shezhen Stock Exchange (stock code: 000776.
|
||
SZ). GF Securities AM is a direct wholly-owned subsidiary of GF Securities. Please refer to the section
|
||
headed “Others/Additional Information ” in this announcement for details.
|
||
(5) E Fund HK is a wholly-owned subsidiary of E Fund. Please refer to the section headed “Others/Additional
|
||
Information ” in this announcement for details.
|
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Cornerstone Investors
|
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Name
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Number of Shares
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held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
(assuming the Over-
|
||
allotment Option is
|
||
not exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
OrbiMed Genesis 969,900 H Shares 1.33% 1.31% December 4, 2026
|
||
BIOG 497,150 H Shares 0.68% 0.67% December 4, 2026
|
||
TruMed Innovation Fund 692,650 H Shares 0.95% 0.93% December 4, 2026
|
||
TruMed Master Fund 285,200 H Shares 0.39% 0.38% December 4, 2026
|
||
Shanghai Gaoyi and HTCI (in connection with Huatai
|
||
Back-to-back TRS and the Huatai Client TRS) 978,050 H Shares 1.34% 1.32% December 4, 2026
|
||
Wisdomshire AM and HTCI (in connection with
|
||
Huatai Back-to-back TRS and the Huatai
|
||
Client TRS) 652,000 H Shares 0.89% 0.88% December 4, 2026
|
||
Vision Fund 1 474,650 H Shares 0.65% 0.64% December 4, 2026
|
||
GSC Fund 1 258,900 H Shares 0.35% 0.35% December 4, 2026
|
||
Horizon Fund 1 40,750 H Shares 0.06% 0.05% December 4, 2026
|
||
Horizon Next Fund 40,750 H Shares 0.06% 0.05% December 4, 2026
|
||
Fullgoal Fund 685,450 H Shares 0.94% 0.92% December 4, 2026
|
||
Fullgoal HK 129,550 H Shares 0.18% 0.17% December 4, 2026
|
||
VPHKL 570,400 H Shares 0.78% 0.77% December 4, 2026
|
||
VPL 81,500 H Shares 0.11% 0.11% December 4, 2026
|
||
Mega Prime 407,500 H Shares 0.56% 0.55% December 4, 2026
|
||
FR M 163,000 H Shares 0.22% 0.22% December 4, 2026
|
||
Yuanfeng Future Growth Fund and CGII
|
||
(in connection with the Yuanfeng OTC Swaps) 163,000 H Shares 0.22% 0.22% December 4, 2026
|
||
Subtotal 7,090,400 H Shares 9.72% 9.56%
|
||
Note:
|
||
(1) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on December
|
||
4, 2026, being six months following the Listing Date. The Cornerstone Investors will cease to be prohibited
|
||
from disposing of or transferring H Shares subscribed for pursuant to the relevant cornerstone investment
|
||
agreements after the indicated date.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Liu Heng ( ᄎ㛬) 8,447,692 H Shares 11.58% 11.39% June 4, 2027
|
||
Sun Bill Nai-chau
|
||
(ɗ൴) 6,668,921 H Shares 9.14% 8.99% June 4, 2027
|
||
Suzhou Taiwu Enterprise
|
||
Management Partnership
|
||
(Limited Partnership)
|
||
(Άุ၍ଣΥྫ
|
||
Άุ(Υྫ )) 4,899,364 H Shares 6.72% 6.60% June 4, 2027
|
||
Sun Cecily Rou-yun
|
||
(ڄ߰3,643,748 H Shares 5.00% 4.91% June 4, 2027
|
||
Shanghai Rising Suns
|
||
Biomedical Inc. ( ɪऎ
|
||
ʮ̡ ) 2,154,243 H Shares 2.95% 2.90% June 4, 2027
|
||
PharMab, Inc. ( ϛശ
|
||
(ɪऎ)೯ʕː
|
||
ʮ̡ ) 683,191 H Shares 0.94% 0.92% June 4, 2027
|
||
Total 26,497,159 H Shares 36.33% 35.71%
|
||
Note:
|
||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. The
|
||
required lock-up for the Controlling Shareholders ends on June 4, 2027, being twelve months following
|
||
the Listing Date. Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has
|
||
undertaken to the Stock Exchange and the Company that, he, she or it shall comply with the applicable lock-
|
||
up requirements. For further details, please refer to the section headed “Underwriting – Undertakings to
|
||
the Stock Exchange Pursuant to the Listing Rules – Undertakings by our Controlling Shareholders ” in the
|
||
Prospectus.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Other Existing Shareholders (including the Pre-IPO Investors as defined in the “History,
|
||
Development and Corporate Structure ” section of the Prospectus)
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Number of H Shares
|
||
held in the Company
|
||
as a % of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Note 1 and Note 2
|
||
Huzhou Youxing Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership) (௴ุҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
( “Huzhou Youxing ”) Note 3 7,021,810 H Shares 9.63% 9.46% June 4, 2027
|
||
Suzhou Youxin Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership) (௴ุҳ༟
|
||
ΥྫΆุ (Υྫ )
|
||
( “Suzhou Youxin ”) Note 3 3,203,667 H Shares 4.39% 4.32% June 4, 2027
|
||
Suzhou Lianrui Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership) ( ᘽψஹቚ௴ุҳ༟
|
||
ΥྫΆุ (Υྫ ))
|
||
( “Suzhou Lianrui ”) Note 3 1,641,884 H Shares 2.25% 2.21% June 4, 2027
|
||
Huzhou Youcheng Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership ( ಳψʾϓ௴ุҳ༟
|
||
ΥྫΆุ (Υྫ ))
|
||
( “Huzhou Youcheng ”) Note 3 866,867 H Shares 1.19% 1.17% June 4, 2027
|
||
Fuhai Ancheng Bohui (Bozhou)
|
||
Healthcare Equity Investment
|
||
Fund Partnership Enterprise
|
||
(Limited Partnership) ( బऎτ༐௹
|
||
ฯ(ψ)ږ
|
||
ΥྫΆุ (Υྫ ))
|
||
( “OFC Bohui Fund ”) Note 4 3,077,490 H Shares 4.22% 4.15% June 4, 2027
|
||
China SME Development Fund
|
||
(Chengdu) Jiaozi Venture Capital
|
||
Investment Partnership Enterprise
|
||
(Limited Partnership) ( ʕʃΆุ
|
||
ږ(ϓே)ʹɿ௴ุҳ༟
|
||
ΥྫΆุ(Υྫ))
|
||
( “OFC Jiaozi Fund ”) Note 4 1,171,447 H Shares 1.61% 1.58% June 4, 2027
|
||
Huzhou Yongshi Huijin Venture
|
||
Capital Partnership Enterprise
|
||
(Limited Partnership) ( ಳψ͑ͩ
|
||
௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
( “Yongshi Huijin ”) Note 5
|
||
1,025,832 (including
|
||
512,916 H Shares) 0.70% 1.38% June 4, 2027
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Number of H Shares
|
||
held in the Company
|
||
as a % of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Note 1 and Note 2
|
||
Huzhou Yongshi Weizhen Venture
|
||
Capital Investment Partnership
|
||
Enterprise (Limited Partnership)
|
||
( ಳψ͑ͩਬॆ௴ุҳ༟ΥྫΆุ
|
||
(Υྫ )
|
||
( “Yongshi Weizhen ”) Note 5
|
||
1,499,932 (including
|
||
749,966 H Shares) 1.03% 2.02% June 4, 2027
|
||
HLC VGC Partners HK II Limited
|
||
( “HLC”) Note 6 1,290,964 H Shares 1.77% 1.74% June 4, 2027
|
||
Qingdao Hongyi Investment
|
||
Partnership (Limited Partnership)
|
||
(̾⥙ҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ)) ( “Qingdao Hongyi ”) Note 6 1,099,710 H Shares 1.51% 1.48% June 4, 2027
|
||
QM282 Limited 1,921,283 H Shares 2.63% 2.59% June 4, 2027
|
||
Qingdao CSPC Sangel New Drug
|
||
Investment Partnership Enterprise
|
||
(Limited Partnership) (ͩᖹ̀
|
||
ᐘอᖹҳ༟ΥྫΆุ (Υྫ )) 1,538,745 H Shares 2.11% 2.07% June 4, 2027
|
||
Shanghai Lingang Pioneer Innovation
|
||
Private Equity Investment Fund
|
||
Partnership L.P. ( ɪऎᑗಥ
|
||
ږ
|
||
ΥྫΆุ (Υྫ )) 1,045,922 H Shares 1.43% 1.41% June 4, 2027
|
||
Changshu Southeast Industrial
|
||
Investment Co., Ltd. (ی؇
|
||
ʮ̡ )
|
||
( “Southeast Investment ”) Note 7 1,025,832 H Shares 1.41% 1.38% June 4, 2027
|
||
Changshu Wuyue Angel Venture
|
||
Capital Partnership Enterprise
|
||
(Limited Partnership) ( ੬ᆞю൳
|
||
˂Դ௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
( “Changshu Wuyue Angel ”) Note 7 390,484 H Shares 0.54% 0.53% June 4, 2027
|
||
Shanxi Securities Alternative Investment
|
||
Ltd (ʮ̡) 954,287 H Shares 1.31% 1.29% June 4, 2027
|
||
Anhui Anyuan Modern Health
|
||
Industry Investment Center
|
||
(Limited Partnership) ( τᏏτʩତ
|
||
˾ੰପุҳ༟ʕː (Υྫ )) 820,662 H Shares 1.13% 1.11% June 4, 2027
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
Number of H Shares
|
||
held in the Company
|
||
as a % of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital in
|
||
the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Note 1 and Note 2
|
||
Hangzhou Beicheng Venture Capital
|
||
Partnership (Limited Partnership
|
||
Enterprise) (ψԎዐ௴ุҳ༟
|
||
ΥྫΆุ (Υྫ )) 747,085 H Shares 1.02% 1.01% June 4, 2027
|
||
Changshu Sanyi No. 1 Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ఠ௴ุ
|
||
ҳ༟ΥྫΆุ (Υྫ )) 727,654 H Shares 1.00% 0.98% June 4, 2027
|
||
Hangzhou Qiming Rongjing Equity
|
||
Investment Partnership Enterprise
|
||
(Limited Partnership) (
|
||
ᛆҳ༟ΥྫΆุ (Υྫ ))
|
||
( “Qiming Rongjing ”) Note 8 384,255 H Shares 0.53% 0.52% June 4, 2027
|
||
Suzhou Qiming Rongqian Equity
|
||
Investment Partnership (Limited
|
||
Partnership Enterprise) (
|
||
ᛆҳ༟ΥྫΆุ (Υྫ ))
|
||
( “Qiming Rongqian ”) Note 8 256,176 H Shares 0.35% 0.35% June 4, 2027
|
||
Hefei Hongta Industrial Investment
|
||
Partnership (Limited Partnership)
|
||
(̾ପุҳ༟ΥྫΆุ
|
||
(Υྫ )) 585,726 H Shares 0.80% 0.79% June 4, 2027
|
||
Shenzhen Sangel Shunchuang
|
||
Biomedical Angel Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ي
|
||
ᔼᐕ˂Դҳ༟ΥྫΆุ (Υྫ )) 512,913 H Shares 0.70% 0.69% June 4, 2027
|
||
Shenzhen Xinsheng Huachuang
|
||
Enterprise Management Partnership
|
||
(Limited Partnership) ( ଉέ̹อ͛
|
||
ശ௴Άุ၍ଣΥྫΆุ (Υྫ )) 512,913 H Shares 0.70% 0.69% June 4, 2027
|
||
Hainan Renze Zhenji Venture Capital
|
||
Fund Partnership Enterprise
|
||
(Limited Partnership) (ʠዣॆ
|
||
ΥྫΆุ
|
||
(Υྫ )) 179,301 H Shares 0.25% 0.24% June 4, 2027
|
||
Total
|
||
33,502,841
|
||
(including
|
||
32,239,959 H
|
||
Shares) 44.21% 45.16%
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Notes:
|
||
(1) Under the applicable PRC laws, all existing Shareholders (including Pre-IPO Investors) are subject to a lock-
|
||
up period of twelve months following the Listing Date.
|
||
(2) The numbers of Shares held by OFC Bohui Fund, OFC Jiaozi Fund, Southeast Investment, Changshu Wuyue
|
||
Angel and Hainan Renze in the table above do not take into account the Shares to be subscribed by their
|
||
respective close associates in the Global Offering. The Company has applied to the Stock Exchange for, and
|
||
the Stock Exchange has given to the Company, a consent under paragraph 1C(2) of the Placing Guidelines
|
||
permit the Company to allocate such Offer Shares in the International Offering to their respective close
|
||
associates. For details, please refer to the sections headed “Allottees with Waivers/Consents Obtained ” and
|
||
“Others/Additional Information ” in this announcement.
|
||
(3) As disclosed in the Prospectus, each of Huzhou Youxing, Suzhou Youxin, Suzhou Lianrui and Huzhou
|
||
Youcheng is a limited partnership established in the PRC, and the executive partner and fund manager of
|
||
which is Shanghai Tongrui Investment Management Company Limited.
|
||
(4) As disclosed in the Prospectus, OFC Bohui Fund and OFC Jiaozi Fund, both of which are limited partnerships
|
||
established in the PRC, are venture capital investment funds whose investment and asset management
|
||
affairs are managed and controlled by its respective fund managers, being Oriental Fortune (Wuhu) Equity
|
||
Investment Fund Management Enterprise (Limited Partnership) (˙బऎ (ጾಳ)၍ଣΆุ
|
||
(Υྫ )) ( “OFC Wuhu ”) and Shenzhen Oriental Fortune Venture Capital Investment Management Co.,
|
||
Ltd. (ʮ̡ ) ( “OFC VC Investment ”). Each of OFC VC Investment and
|
||
OFC Wuhu is a direct or indirect wholly owned subsidiary of Shenzhen Oriental Fortune Capital Investment
|
||
Management Co., Ltd. (ʮ̡ ) ( “Oriental Fortune Capital ”). OFC Wuhu
|
||
is owned by Oriental Fortune Capital and OFC VC Investment as to 95% and 5%, respectively, and OFC VC
|
||
Investment is in turn wholly owned by Oriental Fortune Capital.
|
||
(5) As disclosed in the Prospectus, each of Yongshi Huijin and Yongshi Weizhen is limited partnership
|
||
established in the PRC, and the executive partner and fund manager of which is Huzhou Yongshi Equity
|
||
Investment Management Co., Ltd. (ʮ̡ ).
|
||
(6) As disclosed in the Prospectus, HLC is a company incorporated in Hong Kong with limited liability, and it
|
||
is wholly owned by HLC VGC Fund IV L.P.. HLC VGC Fund IV L.P. is an exempted limited partnership
|
||
established under the laws of the Cayman Islands and is ultimately managed by its general partner HLC VGC
|
||
GP IV Limited, and in turn ultimately controlled by Mr. WANG Hui ( ˮฯ). Qingdao Hongyi is a limited
|
||
partnership established in the PRC and managed by its executive partner, Shanghai Hehong Jinghui Equity
|
||
Investment Management Co., Ltd. (ʮ̡ ) ( “Shanghai Hehong Jinghui ”).
|
||
Shanghai Hehong Jinghui is also ultimately controlled by Mr. WANG Hui ( ˮฯ) and is owned as to 72% by
|
||
him.
|
||
(7) As disclosed in the Prospectus, Southeast Investment is a company established in the PRC with limited
|
||
liability. It is owned by Changshu Southeast Investment Holding Co., Ltd. (ʮ̡ )
|
||
as to 99.96%, which is in turn indirectly wholly owned by Changshu SASAO. Changshu Wuyue Angel is a
|
||
limited partnership established in the PRC. Among the limited partners of Changshu Wuyue Angel, Changshu
|
||
Investment Holdings Group Co., Ltd. (ʮ̡ ) holds approximately 52.89% of the
|
||
partnership interests. Changshu Investment Holdings Group Co., Ltd. is wholly owned by Changshu State-
|
||
owned Capital Investment and Operation Group Co., Ltd. (ʮ̡ ) which is
|
||
in turn wholly owned by Changshu SASAO. The executive partner of Changshu Wuyue Angel is Changshu
|
||
Qixin Venture Capital Partnership (Limited Partnership) ( ੬ᆞ઼อ௴ุҳ༟ΥྫΆุ (Υྫ )), which
|
||
is owned as to 35% by Changshu Guofa as its executive partner and as to 35% by SIP Oriza Seed Fund
|
||
Management Co., LTD. (ʮ̡ ). Changshu Guofa is indirectly
|
||
wholly-owned by the Changshu SASAO.
|
||
(8) As disclosed in the Prospectus, Qiming Rongjing and Qiming Rongqian are limited partnerships established
|
||
in the PRC, with their general partner being Suzhou Qikun Venture Capital Partnership (Limited Partnership)
|
||
(ᘽψ઼տ௴ุҳ༟ΥྫΆุ (Υྫ )).
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
* Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 1,467,050 11.5% 9.8% 10.3% 9.0% 1,467,050 2.0% 1.9%
|
||
Top 5 5,513,100 43.2% 37.0% 38.8% 33.8% 6,929,416 9.3% 9.1%
|
||
Top 10 9,144,850 71.6% 61.4% 64.4% 56.0% 10,561,166 14.2% 13.8%
|
||
Top 25 13,735,500 107.5% 92.2% 96.8% 84.2% 15,151,816 20.4% 19.9%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders
|
||
* Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
number
|
||
of issued
|
||
H Shares
|
||
upon Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
number of
|
||
issued
|
||
H Shares
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
Top 1 – 0.0% 0.0% 0.0% 0.0% 26,497,159 36.3% 35.3% 26,497,159
|
||
Top 5 1,226,350 9.6% 8.2% 8.6% 7.5% 48,513,664 66.5% 64.6% 48,513,664
|
||
Top 10 3,671,250 28.7% 24.6% 25.9% 22.5% 55,860,775 76.6% 74.4% 57,123,657
|
||
Top 25 9,812,850 76.8% 65.8% 69.1% 60.1% 67,524,142 92.6% 90.0% 68,787,024
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
All Shareholders
|
||
* Number of
|
||
H Shares
|
||
allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of total Offer
|
||
Shares (assuming
|
||
the Over-
|
||
allotment Option
|
||
is exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 – 0.0% 0.0% 0.0% 0.0% 26,497,159 35.7% 34.7%
|
||
Top 5 1,226,350 9.6% 8.2% 8.6% 7.5% 48,513,664 65.4% 63.6%
|
||
Top 10 3,671,250 28.7% 24.6% 25.9% 22.5% 57,123,657 77.0% 74.8%
|
||
Top 25 9,812,850 76.8% 65.8% 69.1% 60.1% 68,787,024 92.7% 90.1%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon
|
||
Listing.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
50 51,154 1,024 out of 51,154 applicants to receive 50 H Shares 2.00%
|
||
100 27,227 679 out of 27,227 applicants to receive 50 H Shares 1.25%
|
||
150 5,797 165 out of 5,797 applicants to receive 50 H Shares 0.95%
|
||
200 5,425 169 out of 5,425 applicants to receive 50 H Shares 0.78%
|
||
250 4,451 149 out of 4,451 applicants to receive 50 H Shares 0.67%
|
||
300 3,614 128 out of 3,614 applicants to receive 50 H Shares 0.59%
|
||
350 2,817 105 out of 2,817 applicants to receive 50 H Shares 0.53%
|
||
400 2,587 100 out of 2,587 applicants to receive 50 H Shares 0.48%
|
||
450 1,718 69 out of 1,718 applicants to receive 50 H Shares 0.45%
|
||
500 17,860 741 out of 17,860 applicants to receive 50 H Shares 0.41%
|
||
600 2,605 115 out of 2,605 applicants to receive 50 H Shares 0.37%
|
||
700 2,131 99 out of 2,131 applicants to receive 50 H Shares 0.33%
|
||
800 2,255 109 out of 2,255 applicants to receive 50 H Shares 0.30%
|
||
900 2,417 121 out of 2,417 applicants to receive 50 H Shares 0.28%
|
||
1,000 12,501 647 out of 12,501 applicants to receive 50 H Shares 0.26%
|
||
1,500 5,728 337 out of 5,728 applicants to receive 50 H Shares 0.20%
|
||
2,000 5,249 338 out of 5,249 applicants to receive 50 H Shares 0.16%
|
||
2,500 3,749 259 out of 3,749 applicants to receive 50 H Shares 0.14%
|
||
3,000 3,635 267 out of 3,635 applicants to receive 50 H Shares 0.12%
|
||
3,500 2,555 197 out of 2,555 applicants to receive 50 H Shares 0.11%
|
||
4,000 2,555 205 out of 2,555 applicants to receive 50 H Shares 0.10%
|
||
4,500 2,094 175 out of 2,094 applicants to receive 50 H Shares 0.09%
|
||
5,000 4,918 424 out of 4,918 applicants to receive 50 H Shares 0.09%
|
||
6,000 3,647 333 out of 3,647 applicants to receive 50 H Shares 0.08%
|
||
7,000 2,614 251 out of 2,614 applicants to receive 50 H Shares 0.07%
|
||
8,000 2,314 232 out of 2,314 applicants to receive 50 H Shares 0.06%
|
||
9,000 2,165 225 out of 2,165 applicants to receive 50 H Shares 0.06%
|
||
10,000 14,544 1,559 out of 14,544 applicants to receive 50 H Shares 0.05%
|
||
20,000 9,347 1,249 out of 9,347 applicants to receive 50 H Shares 0.03%
|
||
30,000 7,263 1,103 out of 7,263 applicants to receive 50 H Shares 0.03%
|
||
40,000 5,370 894 out of 5,370 applicants to receive 50 H Shares 0.02%
|
||
50,000 9,667 1,726 out of 9,667 applicants to receive 50 H Shares 0.02%
|
||
Total 231,973 Total number of Pool A successful applicants: 14,194
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Pool B
|
||
Number
|
||
of H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
60,000 8,776 2,107 out of 8,776 applicants to receive 50 H Shares 0.02%
|
||
70,000 3,101 824 out of 3,101 applicants to receive 50 H Shares 0.02%
|
||
80,000 2,312 671 out of 2,312 applicants to receive 50 H Shares 0.02%
|
||
90,000 1,923 603 out of 1,923 applicants to receive 50 H Shares 0.02%
|
||
100,000 8,879 2,980 out of 8,879 applicants to receive 50 H Shares 0.02%
|
||
200,000 4,254 2,249 out of 4,254 applicants to receive 50 H Shares 0.01%
|
||
300,000 1,758 1,213 out of 1,758 applicants to receive 50 H Shares 0.01%
|
||
400,000 976 813 out of 976 applicants to receive 50 H Shares 0.01%
|
||
500,000 630 608 out of 630 applicants to receive 50 H Shares 0.01%
|
||
600,000 429 50 H Shares plus 38 out of 429 applicants to
|
||
receive an additional 50 H Shares
|
||
0.01%
|
||
709,650 1,366 50 H Shares plus 292 out of 1,366 applicants to
|
||
receive an additional 50 H Shares
|
||
0.01%
|
||
Total 34,404 Total number of Pool B successful applicants: 13,863
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of Offer Shares to Certain Existing Shareholders and/or Their Close Associates
|
||
As Cornerstone Investors
|
||
The Company has sought, and the Stock Exchange has given, a consent under paragraph 1C(2) of
|
||
the Placing Guidelines to permit TruMed Master Fund and TruMed Innovation Fund (collectively,
|
||
the “TruMed Funds ”) to participate in the Global Offering as Cornerstone Investors on the
|
||
following basis as set out in Paragraph 18 of Chapter 2.3 and Chapter 4.15 of the Guide, subject to
|
||
the conditions as follows:
|
||
(a) the Company will comply with the public float requirement under Rule 19A.13A and the free
|
||
float requirement under Rule 19A.13C of the Listing Rules;
|
||
(b) the Offer Shares to be subscribed by and allocated to TruMed Master Fund and TruMed
|
||
Innovation Fund (each a close associate of an existing Shareholder) as cornerstone investors
|
||
under the Global Offering will be at the Offer Price and on substantially the same terms as
|
||
other cornerstone investors (including being subject to a six-month lock up arrangement
|
||
following the Listing), and TruMed Funds will pay and settle in full for the Offer Shares
|
||
before dealings commence on the Listing Date;
|
||
(c) the Company, the Sole Sponsor and the Overall Coordinators confirm that no preferential
|
||
treatment has been, nor will be, given to each of TruMed Funds as a cornerstone investor by
|
||
virtue of its relationship with the Company in any allocation in the Global Offering, other
|
||
than the preferential treatment of assured entitlement under the cornerstone investment with
|
||
TruMed Funds which follows the principles set out in Chapters 2.3 and 4.15 of the Guide,
|
||
and that the terms of the cornerstone investment agreement of TruMed Funds are substantially
|
||
the same as the other cornerstone investment agreements;
|
||
(d) each of the Company, the Sole Sponsor and the Overall Coordinators has provided the Stock
|
||
Exchange with written confirmations in accordance with Chapters 2.3 and 4.15 of the Guide;
|
||
and
|
||
(e) details of the allocation of the Offer Shares to each of TruMed Funds as a cornerstone
|
||
investor in the Global Offering have been disclosed in the allotment results announcement of
|
||
the Company.
|
||
Such allocations of Offer Shares to the close associates of an existing Shareholder are in
|
||
compliance with all the conditions under the consent given by the Stock Exchange.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
As Placees
|
||
The Company has applied, and the Stock Exchange has given, a consent under paragraph 1C(2) of
|
||
the Placing Guidelines to permit certain close associates of existing Shareholders to participate in
|
||
the Global Offering as placees on the following basis as set out in Paragraph 18 of Chapter 2.3 and
|
||
Chapter 4.15 of the Guide, subject to the following conditions:
|
||
(a) None of the Permitted Participants, together with the involved existing Shareholder, is, and
|
||
will be, a core connected person of the Company, the allocation to the Permitted Participants
|
||
will not affect the Company ’s ability to satisfy the public float requirement under Rule
|
||
19A.13A of the Listing Rules and the free float requirement under Rule 19A.13C of the
|
||
Listing Rules;
|
||
(b) each of the Sole Sponsor and the Overall Coordinators confirms that no preferential treatment
|
||
in allocation has been, nor will be, given to each of OFC Tech, Changshu Kunsheng
|
||
and Changshu Guofa by virtue of their respective relationship with the relevant existing
|
||
Shareholders of the Company;
|
||
(c) the Company confirms that no preferential treatment in allocation has been, nor will be, given
|
||
to each of OFC Tech, Changshu Kunsheng and Changshu Guofa by virtue of their respective
|
||
relationship with the relevant existing Shareholders of the Company;
|
||
(d) each of the Company, the Sole Sponsor and the Overall Coordinators has provided the Stock
|
||
Exchange with written confirmations in accordance with Chapters 2.3 and 4.15 of the Guide;
|
||
and
|
||
(e) the relevant information in respect of the allocation to the Permitted Participants has been
|
||
disclosed in the allotment results announcement.
|
||
For details of the allocations of Offer Shares to certain existing Shareholders and/or their close
|
||
associates, please refer to the section headed “Allotment Results Details – International Offering –
|
||
Allottees with Waivers/Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Allocation of Offer Shares to Connected Clients
|
||
As Cornerstone Investors
|
||
The Company has sought, and the Stock Exchange has given, a consent under paragraph 1C(1)
|
||
of the Placing Guidelines to allow each of VPHKL and VPL to subscribe for Offer Shares as a
|
||
Cornerstone Investor on the following basis as set out in Chapter 4.15 of the Guide, subject to the
|
||
conditions as follows:
|
||
(a) each of VPHKL and VPL will hold H Shares allocated to it on a discretionary basis and on
|
||
behalf of independent third parties;
|
||
(b) the relevant cornerstone investment agreement of each of VPHKL and VPL does not contain
|
||
any material terms which are more favorable to it than those in other cornerstone investment
|
||
agreements;
|
||
(c) no preferential treatment has been, nor will be, given to each of VPHKL and VPL by virtue
|
||
of its relationship with GF Securities (Hong Kong) Brokerage Limited ( “GF Securities (Hong
|
||
Kong) Brokerage ”) in any allocation of Offer Shares in the Global Offering (other than
|
||
the assured entitlement under the relevant cornerstone investment agreement following the
|
||
principles set out in Chapter 4.15 of the Guide);
|
||
(d) GF Securities (Hong Kong) Brokerage has not participated, and will not participate, in the
|
||
decision-making process or relevant discussions relating to allocation of Offer Shares to
|
||
VPHKL and VPL as cornerstone investors;
|
||
(e) each of VPHKL and VPL has confirmed that to the best of its knowledge and belief, it has
|
||
not received and will not receive preferential treatment in the allocation of Offer Shares in
|
||
the Global Offering as cornerstone investors by virtue of its relationship with GF Securities
|
||
(Hong Kong) Brokerage (other than the assured entitlement under the relevant cornerstone
|
||
investment agreement following the principles set out in Chapter 4.15 of the Guide);
|
||
(f) each of the Company, the Overall Coordinators including GF Securities (Hong Kong)
|
||
Brokerage as one of the Overall Coordinators, VPHKL, VPL and GF Securities (Hong Kong)
|
||
Brokerage has provided the Stock Exchange with written confirmations in accordance with
|
||
Chapter 4.15 of the Guide; and
|
||
(g) details of the cornerstone investments and details of the allocations have been disclosed in
|
||
the allotment results announcement of the Company.
|
||
Such allocations of Offer Shares to connected clients are in compliance with all the conditions
|
||
under the consent given by the Stock Exchange.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
As Placees
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of a
|
||
connected distributor pursuant to the Placing Guidelines. Details of the placement to connected
|
||
clients are set out below.
|
||
No. Connected distributor Connected Client
|
||
Relationship with the
|
||
connected distributor
|
||
Basis of
|
||
holding
|
||
securities
|
||
Number
|
||
of Offer
|
||
Shares
|
||
to be
|
||
allocated
|
||
% of total
|
||
Offer
|
||
Shares in
|
||
the Global
|
||
Offering(1)
|
||
% of total issued
|
||
shares capital
|
||
immediately upon
|
||
the completion of
|
||
Global Offering(1)
|
||
1. GF Securities (Hong
|
||
Kong) Brokerage
|
||
Limited (“GF
|
||
Securities (Hong
|
||
Kong) Brokerage”)
|
||
GF International Investment
|
||
Management Limited
|
||
(“GF International
|
||
Investment”) (2)
|
||
GF International Investment
|
||
is a member of the same
|
||
group of companies as GF
|
||
Securities (Hong Kong)
|
||
Brokerage.
|
||
Discretionary 806,850 5.68% 1.09%
|
||
2. E Fund Management Co.,
|
||
Ltd. (“E Fund”) (3)
|
||
E Fund is a member of the
|
||
same group of companies
|
||
as GF Securities (Hong
|
||
Kong) Brokerage.
|
||
Discretionary 57,450 0.40% 0.08%
|
||
3. E Fund Management (Hong
|
||
Kong) Co., Ltd. (“E Fund
|
||
HK”) (3)
|
||
E Fund HK is a member
|
||
of the same group of
|
||
companies as GF Securities
|
||
(Hong Kong) Brokerage.
|
||
Discretionary 7,100 0.05% 0.01%
|
||
4. GF Securities Asset
|
||
Management
|
||
(Guangdong) Co., Ltd.
|
||
(“GF Securities AM”) (4)
|
||
GF Securities AM is a
|
||
member of the same
|
||
group of companies as GF
|
||
Securities (Hong Kong)
|
||
Brokerage.
|
||
Non-
|
||
discretionary
|
||
8,500 0.06% 0.01%
|
||
5. Orient Securities
|
||
(Hong Kong)
|
||
Limited (“Orient
|
||
Securities”)
|
||
Orient Asset Management
|
||
(Hong Kong) Limited
|
||
(“Orient AM”) (5)
|
||
Orient AM is a member of
|
||
the same group of Orient
|
||
Securities.
|
||
Discretionary 800 0.01% 0.001%
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) GF International Investment will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
the funds on behalf of their investors (the “GF International Investment Ultimate Clients ”). GF International
|
||
Investment is an indirect non-wholly owned subsidiary of GF Securities Co., Ltd. (ʮ̡) (“GF
|
||
Securities”), a company listed on the Shenzhen Stock Exchange (stock code: 000776.SZ) and the Stock Exchange
|
||
(stock code: 01776.HK). GF Securities (Hong Kong) Brokerage is an indirect wholly-owned subsidiary of GF
|
||
Securities. Accordingly, GF International Investment is a member of the same group of companies as GF Securities
|
||
(Hong Kong) Brokerage.
|
||
GF International Investment is to invest on a discretionary basis on behalf of the GF International Investment
|
||
Ultimate Clients which are independent third parties and no proprietary money is used for the subscribing. To the best
|
||
knowledge of GF International Investment, each of GF International Investment Ultimate Clients is an independent
|
||
third party of the Company, its subsidiaries, its substantial shareholders, GF International Investment, GF Securities
|
||
(Hong Kong) Brokerage and the companies which are members of the same group of companies as GF Securities
|
||
(Hong Kong) Brokerage. No ultimate beneficial owner holds 30% or more interest in the funds.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
GF International Investment is investing on behalf of certain collective investment schemes which are not authorized
|
||
by the SFC, details of which are as follow:
|
||
Fund Name Fund Manager
|
||
Identity of ultimate beneficial owner ( “UBO”)
|
||
holding 30% or more interest
|
||
Frontline Investment Master SPC
|
||
– GF Luminous Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
Frontline Investment Master SPC
|
||
– GF Vision Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
Frontline Investment Master SPC
|
||
– GF Bonanza Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
Frontline Investment Master SPC
|
||
– GF Curation Equity Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
Frontline Investment Master SPC
|
||
– Golden Stone Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
Frontline Investment Master SPC
|
||
– GF Navigation Fund SP
|
||
GF International
|
||
Investment
|
||
Not applicable as there is no UBO holding 30% or
|
||
more interest
|
||
In addition to the funds disclosed above, GF International Investment is also expected to hold the Offer Shares on
|
||
behalf of one SFC authorized fund, namely GFI Global Select Equity Fund.
|
||
(3) Each of E Fund and E Fund HK will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing the sub funds on behalf of the underlying clients (the “E Fund Ultimate Clients ”). GF Securities (Hong
|
||
Kong) Brokerage is an indirect wholly-owned subsidiary of GF Securities, which in turn holds 22.65% of the issued
|
||
share capital of E Fund. E Fund HK is a wholly-owned subsidiary of E Fund. Therefore, each of E Fund and E Fund
|
||
HK constitutes a member of the same group with GF Securities (Hong Kong) Brokerage.
|
||
E Fund and E Fund HK are to invest on discretionary basis on behalf of the E Fund Ultimate Clients which are
|
||
independent third parties and no proprietary money is used for the subscribing. To the best knowledge of E Fund and
|
||
E Fund HK, (i) each of the E Fund Ultimate Clients is an independent third party of the Company, its subsidiaries,
|
||
its substantial shareholders, E Fund, E Fund HK, GF Securities (Hong Kong) Brokerage and the companies which
|
||
are members of the same group of companies as GF Securities (Hong Kong) Brokerage; and (ii) neither E Fund or E
|
||
Fund HK is a collective investment scheme which is not authorised by the SFC.
|
||
Details of the E Fund Ultimate Clients are set out below:
|
||
Fund Name
|
||
Fund
|
||
manager
|
||
Identity of ultimate beneficial owner
|
||
(“UBO”) holding 30% or more interest
|
||
E Fund Global Asset Allocation
|
||
Hybrid Fund
|
||
E Fund Not applicable as there is no UBO
|
||
holding 30% or more interest.
|
||
E Fund Global Healthcare Sector
|
||
Sponsored Hybrid Fund
|
||
E Fund Not applicable as there is no UBO
|
||
holding 30% or more interest.
|
||
E Fund S&P Global Luxury
|
||
Enhanced Index Fund
|
||
E Fund Not applicable as there is no UBO
|
||
holding 30% or more interest.
|
||
E Fund (HK) Global Allocation
|
||
Fund SP I
|
||
E Fund HK Cinda Sino-Rock Investment Limited, whose
|
||
UBO holding 30% or more interest is China
|
||
Cinda Asset Management Co., Ltd.
|
||
(stock code: 1359.HK).
|
||
E FUND (HK) NEO
|
||
OPPORTUNITY SP I
|
||
E Fund HK Not applicable as there is no UBO
|
||
holding 30% or more interest.
|
||
E Fund (HK) China Equity
|
||
Dividend Fund
|
||
E Fund HK Not applicable as there is no UBO
|
||
holding 30% or more interest.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
(4) GF Securities AM is a direct wholly-owned subsidiary of GF Securities. GF Securities (Hong Kong)
|
||
Brokerage is an indirect wholly-owned subsidiary of GF Securities. Accordingly, GF Securities AM is a
|
||
member of the same group of companies as GF Securities (Hong Kong) Brokerage.
|
||
Each of the ultimate clients of GF Securities AM (the “GF Securities AM Ultimate Clients ”) has engaged
|
||
GF Securities AM, an asset manager that is qualified domestic institutional investor as approved by the
|
||
relevant PRC authority, in the name of the asset management plans as disclosed below, to subscribe for and
|
||
hold the Offer Shares as a placee under the International Offering on behalf of the relevant GF Securities AM
|
||
Ultimate Client on a non-discretionary basis. GF Securities AM, in the name of the asset management plans
|
||
as disclosed below, will hold the legal title of the Offer Shares, and the economic risks and return of the
|
||
Offer Shares will pass through to the GF Securities AM Ultimate Clients.
|
||
Details of the GF Securities AM Ultimate Clients are set out as below:
|
||
Name of the GF Securities AM Ultimate Clients Name of the asset management plan
|
||
Shenwan Hongyuan Group Co., Ltd. ( ͡ຬ҃๕ණ
|
||
ʮ̡ , a company listed on the Stock
|
||
Exchange (stock code: 6806) and the Shenzhen
|
||
Stock Exchange (stock code: 000166))
|
||
GF Asset Management Wanxiang No. 1 Single Asset
|
||
Management Plan ( ᄿ೯༟၍ຬԮ 1ࠇ
|
||
ྌ)
|
||
He Wei ( ൭ਃ) GF Asset Management Excellence Diversified
|
||
Allocation No. 37 Single Asset Management Plan ( ᄿ
|
||
೯༟၍ՙ൳εʩৣໄ 37ྌ )
|
||
Zhonghe Capital Cultivation 920 Private Securities
|
||
Investment Fund ( ʕձ༟͉ঁঀ920ӷᗇՎҳ
|
||
ږwhose ultimate beneficial owner is Zhang
|
||
Jingting (ࢬ)
|
||
GF Asset Management Hong Kong Equity Diversified
|
||
Strategy No. 7 Single Asset Management Plan
|
||
To the best knowledge of GF Securities AM, (i) each of the GF Securities AM Ultimate Clients is an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, GF Securities (Hong
|
||
Kong) Brokerage and the companies which are members of the same group of companies as GF Securities
|
||
(Hong Kong) Brokerage; and (ii) GF Securities AM is not a collective investment scheme which is not
|
||
authorized by the SFC nor is expected to hold the Offer Shares on behalf of such scheme.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
(5) Orient AM will hold the Offer Shares in its capacity as the discretionary fund manager on behalf of its
|
||
underlying clients. Both Orient AM and Orient Securities is a wholly-owned subsidiary of Orient Securities
|
||
International Financial Group Limited. Therefore, Orient AM is a member of the same group of Orient
|
||
Securities. To the best knowledge of Orient AM, (i) each of the underlying clients of Orient AM is an
|
||
independent third party of the Company, its subsidiaries, its substantial shareholders, Orient AM, Orient
|
||
Securities and the companies which are members of the same group of companies as Orient Securities; and
|
||
(ii) no ultimate beneficial owner holds 30% or more interest in each of the underlying clients of Orient AM,
|
||
except that one discretionary account managed by Orient AM, namely Orient Asset Mgt (HK) Ltd-OSR
|
||
Selective No.4, is wholly owned by an individual investor who is an independent third party.
|
||
Orient AM is investing on behalf of certain collective investment schemes which are not authorized by the SFC,
|
||
details of which are as follow:
|
||
Fund Name
|
||
Types and
|
||
values of
|
||
assets under
|
||
management
|
||
Whether
|
||
the scheme
|
||
is publicly
|
||
marketed
|
||
Scheme
|
||
establishment date
|
||
Identities of the general
|
||
partners and the 20 largest
|
||
limited partners of the
|
||
scheme where applicable
|
||
Identity of the scheme
|
||
administrator
|
||
Relationships among
|
||
the scheme, the ultimate
|
||
beneficial owner(s), Orient
|
||
Securities and the Company
|
||
Orient Asset Mgt (HK)
|
||
Ltd-OSR Selective
|
||
No.4
|
||
Private Fund,
|
||
US$20 million
|
||
No August 22, 2024 Not applicable as it is not in
|
||
partnership structure and
|
||
does not have any general
|
||
partner or limited partner
|
||
Agricultural Bank of
|
||
China Limited, Hong
|
||
Kong Branch
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties
|
||
of Orient Securities, the
|
||
Company and the
|
||
Controlling Shareholders of
|
||
the Company.
|
||
ORIENT SUN RISE
|
||
FUND SERIES SPC –
|
||
ORIENT SUN RISE
|
||
OVERSEAS STABLE
|
||
FUND SEGREGATED
|
||
PORTFOLIO
|
||
Private Fund,
|
||
US$5 million
|
||
No November 18, 2025 Not applicable as it is not in
|
||
partnership structure and
|
||
does not have any general
|
||
partner or limited partner
|
||
Agricultural Bank of
|
||
China Limited, Hong
|
||
Kong Branch
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties
|
||
of Orient Securities, the
|
||
Company and the
|
||
Controlling Shareholders of
|
||
the Company.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has given, 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 above. The allocations of Offer
|
||
Shares to such connected clients are in compliance with all the conditions under the consent given
|
||
by the Stock Exchange.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited 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) or any other jurisdiction where such distribution is prohibited by law.
|
||
This announcement does not constitute or form a part of any offer to sell or solicitation of an
|
||
offer to buy, to purchase or subscribe for securities nor shall there be any sale of Offer Shares
|
||
in the United States or in any other jurisdictions in which such offer or solicitation would be
|
||
unlawful. The securities mentioned herein have not been, and will not be, registered under the
|
||
United States Securities Act or any state securities law of the United States. The securities may
|
||
not be offered, sold, pledged, or transferred within the United States or to, or for the account
|
||
or benefit of U.S. persons (as defined in Regulation S) except pursuant to an exemption from,
|
||
or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in
|
||
compliance with any applicable state securities laws.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities of the Company. This announcement is
|
||
not a prospectus. Potential investors should read the Prospectus dated May 28, 2026 issued
|
||
by LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ (ᘽψ)ʮ̡ ) for detailed
|
||
information about the Global Offering described below before deciding whether or not to invest
|
||
in the Offer Shares.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor-Overall Coordinator (for itself and
|
||
on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong
|
||
Kong Underwriting Agreement upon the occurrence of any of the events set out in the paragraph headed
|
||
“Underwriting { Underwriting Arrangements { Hong Kong Public Offering { Grounds for Termination ”
|
||
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||
expected to be Friday, June 5, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately upon completion of the Global Offering (before any exercise of the Over-allotment
|
||
Option) and the conversion of Unlisted Shares into H Shares, an aggregate of 33,698,881 H
|
||
Shares, representing approximately 45.42% of the total issued share capital of the Company will
|
||
be counted towards the public float. Pursuant to Rule 19A.13A(1) of the Listing Rules, where
|
||
the expected market value at the time of Listing exceeds HK$6 billion but not exceeding HK$30
|
||
billion, the minimum number of H shares held by the public at the time of Listing as a percentage
|
||
of the total number of shares in the class to which H shares belong shall be the higher of: (i) the
|
||
percentage that would result in the expected market value of H shares held by the public to be
|
||
HK$1,500,000,000 at the time of Listing; and (ii) 15%. Based on the Offer Price of HK$96.06 per
|
||
Offer Share, the expected market capitalization of the Company ’s H Shares would exceed HK$6
|
||
billion and the percentage that would result in the expected market value of H shares held by the
|
||
public to be HK$1,500,000,000 at the time of Listing would be 21.05%. Therefore, the Company
|
||
will be able to meet the minimum public float requirement under Rule 19A.13A(1) of the Listing
|
||
Rules.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
Under the applicable PRC laws, all existing Shareholders are subject to a lock-up period of
|
||
twelve months following the Listing Date. Each of the Cornerstone Investors has agreed to
|
||
a lock-up period of six months following the Listing Date. As such, H Shares held by all
|
||
existing Shareholders and the Cornerstone Investors are not counted towards the free float of
|
||
the H Shares at the time of Listing. Based on the Offer Price of HK$96.06 per Offer Share, the
|
||
expected market value of the H Shares held by the public and not subject to disposal restrictions
|
||
exceeds HK$600,000,000. As such, the Company satisfies the free float requirement under Rule
|
||
19A.13C(1)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering and
|
||
the conversion of Unlisted Shares into H Shares, (i) the three largest public Shareholders do not
|
||
hold more than 50% of the H Shares in public hands at the time of Listing in compliance with
|
||
Rules 8.08(3) and 8.24 of the Listing Rules; (ii) there will not be any new substantial Shareholder
|
||
(as defined in the Listing Rules) immediately after the Global Offering; (iii) no placee will,
|
||
individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||
immediately after the Global Offering; and (iv) there will be at least 300 Shareholders at the time
|
||
of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, June 5,
|
||
2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right
|
||
of termination described in the section headed “Underwriting { Underwriting Arrangements {
|
||
Hong Kong Public Offering { Grounds for Termination ” in the Prospectus has not been exercised.
|
||
Investors who trade the H Shares on the basis of publicly available allocation details prior to the
|
||
receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of title
|
||
do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday, June
|
||
5, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Friday, June 5, 2026 (Hong Kong time). The H Shares will be traded in
|
||
board lots of 50 H Shares each, and the stock code of the H Shares will be 01779.
|
||
By order of the Board
|
||
LongBio Pharma (Suzhou) Co., Ltd.
|
||
Liu Heng
|
||
Chairman of the Board and executive Director
|
||
Hong Kong, June 4, 2026
|
||
As of the date of this announcement, the Board comprises (i) Dr. LIU Heng, Dr. SUN Bill
|
||
Nai-chau and Mr. XIE Ming as executive Directors; (ii) Mr. LIN Jian, Ms. GU Qin, Dr. XUE Di
|
||
and Dr. CHEN Kan as non-executive Directors; and (iii) Mr. SIU Paul Yu Hay, Mr. RUAN Tim,
|
||
Mr. YANG Chun and Mr. ZHOU Guofang as independent non-executive Directors.
|