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.
2333 lines
96 KiB
Plaintext
2333 lines
96 KiB
Plaintext
--- page 1 ---
|
||
– 1 –
|
||
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.
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as
|
||
those defined in the prospectus dated Monday, April 20, 2026 (the “Prospectus”) of Shanghai Xizhi Technology
|
||
Co., Ltd. (ʮ̡) (the “Company”).
|
||
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
|
||
offer by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement
|
||
is not a prospectus. Potential investors should read the Prospectus for detailed information about the Global
|
||
Offering described below before deciding whether or not to invest in the Offer Shares. Any investment decision in
|
||
relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
|
||
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
|
||
any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This
|
||
announcement is not for release, publication or distribution, directly or indirectly, in or into the United States or
|
||
any other jurisdiction where such distribution is prohibited by law, nor is this announcement an offer for sale or
|
||
solicitation to purchase or subscribe for securities in the United States or any other jurisdictions. The Offer Shares
|
||
have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United
|
||
States and 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 under the U.S. Securities Act), except in transactions exempt
|
||
from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered
|
||
and sold (1) solely to qualified institutional buyers as defined in Rule 144A in reliance on Rule 144A or another
|
||
exemption from, or in a transaction not subject to, 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.
|
||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities
|
||
Limited, as the stabilizing manager (the “Stabilizing Manager”) (or any person acting for it), on behalf of the
|
||
Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price
|
||
of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing
|
||
Date. However, there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any
|
||
such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
|
||
Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager (or any person acting for
|
||
it) reasonably regards as the best interest of our Company, (b) may be discontinued at any time, and (c) is required
|
||
to be brought to an end within 30 days after the last day for lodging applications under the Hong Kong Public
|
||
Offering (which is Saturday, May 23, 2026). Such stabilization action, if taken, may be effected in all jurisdictions
|
||
where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory
|
||
requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong
|
||
Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
|
||
Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for
|
||
longer than the stabilization period which begins on the Listing Date, and is expected to expire on Saturday, May
|
||
23, 2026, the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
|
||
After this date, when no further stabilizing action may be taken, demand for the Shares, and therefore the price of
|
||
the Shares, could fall.
|
||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
|
||
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
|
||
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
|
||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
|
||
their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any
|
||
of the events set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong
|
||
Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong
|
||
time) on the Listing Date (which is currently expected to be on Tuesday, April 28, 2026).
|
||
|
||
|
||
--- page 2 ---
|
||
– 2 –
|
||
Shanghai Xizhi Technology Co., Ltd.
|
||
ʮ̡
|
||
(A joint stock company incorporated in the People’s Republic of China with limited liability)
|
||
GLOBAL OFFERING
|
||
Number of Offer Shares under
|
||
the Global Offering
|
||
: 13,795,215 H Shares (subject to the Over-
|
||
allotment Option)
|
||
Number of Hong Kong Offer Shares : 2,759,055 H Shares (taking into account
|
||
reallocation)
|
||
Number of International Offer Shares : 11,036,160 H Shares (taking into account
|
||
reallocation and subject to the Over-allotment
|
||
Option)
|
||
Final Offer Price : HK$183.2 per H Share, plus brokerage of 1%,
|
||
SFC transaction levy of 0.0027%, Stock
|
||
Exchange trading fee of 0.00565% and AFRC
|
||
transaction levy of 0.00015% (payable in full
|
||
on application in Hong Kong dollars, subject
|
||
to refund)
|
||
Nominal value : RMB1.00 per H Share
|
||
Stock code : 01879
|
||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
Overall Coordinator, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners
|
||
|
||
|
||
--- page 3 ---
|
||
– 3 –
|
||
SHANGHAI XIZHI TECHNOLOGY CO., LTD.
|
||
ʮ̡
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND
|
||
ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall
|
||
have the same meanings as those defined in the prospectus dated April 20, 2026 (the
|
||
“Prospectus”) issued by Shanghai Xizhi Technology Co., Ltd. (΅
|
||
ʮ̡) (the “Company”).
|
||
Warning: In view of high concentration of shareholding in a small number of
|
||
Shareholders, Shareholders and prospective investors should be aware that the price
|
||
of the H Shares could move substantially even with a small number of H Shares
|
||
traded and should exercise extreme caution when dealing in the H Shares.
|
||
SUMMARY
|
||
Company information
|
||
Stock code 01879
|
||
Stock short name XIZHI TECH-P
|
||
Dealings commencement date 28 April 2026*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Final Offer Price HK$183.2
|
||
Offer Price range HK$166.60 - HK$183.20
|
||
Offer Price adjustment exercised N/A
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares (before exercise of the Over-
|
||
allotment Option)
|
||
13,795,215
|
||
Final Number of Offer Shares in Hong Kong Public
|
||
Offering (after reallocation)
|
||
2,759,055
|
||
Final Number of Offer Shares in International
|
||
Offering (after reallocation and before exercise of the
|
||
Over-allotment Option)
|
||
11,036,160
|
||
Number of issued shares upon Listing (before exercise
|
||
of the Over-allotment Option)
|
||
91,968,097
|
||
|
||
|
||
--- page 4 ---
|
||
– 4 –
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 2,069,280
|
||
Such over-allocation may be covered by exercising the Over-allotment Option or by
|
||
making purchases in the secondary market at prices that do not exceed the Offer Price
|
||
or through deferred delivery or a combination of these means. In the event the Over-
|
||
allotment Option is exercised, an announcement will be made on the Stock Exchange’s
|
||
website.
|
||
Proceeds
|
||
Gross proceeds (Note) HK$2,527.3 million
|
||
Less: Estimated listing expenses payable based on
|
||
Final Offer Price
|
||
HK$(150.4) million
|
||
Net proceeds HK$2,376.9 million
|
||
Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For details of the use of
|
||
proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
|
||
Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any)
|
||
for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a
|
||
pro rata basis.
|
||
|
||
|
||
--- page 5 ---
|
||
– 5 –
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
No. of valid applications 378,085
|
||
No. of successful applications 134,609
|
||
Subscription level 5,784.70 times
|
||
Claw-back triggered Yes
|
||
No. of Offer Shares initially available under the Hong
|
||
Kong Public Offering
|
||
689,775
|
||
No. of Offer Shares reallocated from the International
|
||
Offering (claw-back)
|
||
2,069,280
|
||
Final no. of Offer Shares under the Hong Kong Public
|
||
Offering (after reallocation)
|
||
2,759,055
|
||
% of Offer Shares under the Hong Kong Public Offering to
|
||
the Global Offering
|
||
20.00%
|
||
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
|
||
www.hkeipo.hk/IPOResult to perform a search by name or identification number or www.hkeipo.hk/IPOResult for
|
||
the full list of allottees.
|
||
INTERNATIONAL OFFERING
|
||
No. of placees 327
|
||
Subscription Level 53.83 times
|
||
No. of Offer Shares initially available under the
|
||
International Offering
|
||
13,105,440
|
||
No. of Offer Shares reallocated to the Hong Kong Public
|
||
Offering (claw-back)
|
||
2,069,280
|
||
Final no. of Offer Shares under the International
|
||
Offering (after reallocation)
|
||
11,036,160
|
||
% of Offer Shares under the International Offering to the
|
||
Global Offering
|
||
80.00%
|
||
The Directors confirm that, to the best of their knowledge, information and belief, save for
|
||
a waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
|
||
paragraph 1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) granted
|
||
by the Stock Exchange to permit the Company to allocate certain Offer Shares in the
|
||
International Offering to close associates of existing shareholders as a cornerstone investor
|
||
and a placee, (i) none of the Offer Shares subscribed by the placees and the public have
|
||
been financed directly or indirectly by the Company, any of the Directors, chief executive of
|
||
the Company, Single Largest Shareholders, substantial shareholders, existing shareholders
|
||
of the Company or any of its subsidiaries or their respective close associates; and (ii) none
|
||
of the placees and the public who have purchased the Offer Shares are accustomed to taking
|
||
instructions from the Company, any of the Directors, chief executive of the Company, Single
|
||
Largest Shareholders, substantial shareholders, existing shareholders of the Company or
|
||
any of its subsidiaries or their respective close associates in relation to the acquisition,
|
||
disposal, voting or other disposition of Shares registered in his/her/its name or otherwise
|
||
held by him/her/it.
|
||
|
||
|
||
--- page 6 ---
|
||
– 6 –
|
||
The placees in the International Offering include the following:
|
||
Cornerstone Investors
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
Alibaba Investment 1,111,680 8.06% 1.49% 1.21% No
|
||
GIC 855,135 6.20% 1.14% 0.93% No
|
||
Baillie Gifford 641,355 4.65% 0.86% 0.70% No
|
||
BlackRock 641,355 4.65% 0.86% 0.70% No
|
||
Fidelity International 641,355 4.65% 0.86% 0.70% No
|
||
Schroders 641,355 4.65% 0.86% 0.70% No
|
||
Temasek 641,355 4.65% 0.86% 0.70% No
|
||
CM Shanghai Fund 624,240 4.53% 0.83% 0.68% Yes
|
||
HHLRA FUNDS 427,560 3.10% 0.57% 0.46% No
|
||
UBS AM 427,560 3.10% 0.57% 0.46% No
|
||
3W Fund 427,560 3.10% 0.57% 0.46% No
|
||
Aspex 427,560 3.10% 0.57% 0.46% No
|
||
CPE Fir 213,780 1.55% 0.29% 0.23% No
|
||
Greenwoods 213,765 1.55% 0.29% 0.23% No — HK
|
||
Greenwoods
|
||
Yes — Shanghai
|
||
Greenwoods and
|
||
CICC FT (in
|
||
connection with
|
||
Greenwoods
|
||
OTC Swaps)
|
||
GF Fund 213,765 1.55% 0.29% 0.23% No
|
||
Lenovo 213,780 1.55% 0.29% 0.23% No
|
||
Mirae Asset Securities HK 213,780 1.55% 0.29% 0.23% No
|
||
ZTE HK 183,855 1.33% 0.25% 0.20% No
|
||
ICBC Wealth 106,890 0.77% 0.14% 0.12% No
|
||
Ping An AM 106,890 0.77% 0.14% 0.12% No
|
||
Total 8,974,575 65.06% 12.00% 9.76%
|
||
Notes:
|
||
1. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors”
|
||
of the Prospectus.
|
||
|
||
|
||
--- page 7 ---
|
||
– 7 –
|
||
Allottees with Waivers/Consents Obtained
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Allotees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under
|
||
paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by existing minority shareholders(Note1)
|
||
Cornerstone Investors
|
||
CM Shanghai Fund 624,240 4.53% 0.83% 0.68% A cornerstone
|
||
investor and an
|
||
existing minority
|
||
shareholder
|
||
CICC FT (in connection with
|
||
Greenwoods OTC Swaps)
|
||
179,505 1.30% 0.24% 0.20% A cornerstone
|
||
investor, a close
|
||
associate of an
|
||
existing minority
|
||
shareholder and
|
||
a connected
|
||
client
|
||
Placees
|
||
Tembusu Limited 5,445 0.04% 0.01% 0.01% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
HCEP Master Fund and HCEP
|
||
Long Only Master Fund
|
||
1,275 0.01% 0.002% 0.001% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
China Venture Capital
|
||
Innovation Private Fund
|
||
Management Co., Ltd. (ҳ
|
||
ʮ̡)
|
||
272,925 1.98% 0.36% 0.30% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
|
||
|
||
--- page 8 ---
|
||
– 8 –
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Fortera International (Hong
|
||
Kong) Limited (ѿᙜყ(ಥ)
|
||
ʮ̡)
|
||
27,285 0.20% 0.04% 0.03% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
VVC Technology Fund Ltd. 1,275 0.01% 0.002% 0.001% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Daohe Chengguang Private
|
||
Securities Investment Fund
|
||
(ږ)
|
||
42,750 0.31% 0.06% 0.05% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Casstar Technology Venture
|
||
Capital Co., Ltd. (Ҧ
|
||
ʮ̡)
|
||
1,275 0.01% 0.002% 0.001% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Red Earth Innovation
|
||
International Company Limited
|
||
1,275 0.01% 0.002% 0.001% A placee and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Allotees with 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(Note2)
|
||
CICC Financial Trading Limited
|
||
(“CICC FT”)
|
||
9,120 0.07% 0.01% 0.01% Connected client
|
||
as each of a
|
||
cornerstone (in
|
||
connection with
|
||
Greenwoods
|
||
OTC Swaps) and
|
||
a placee
|
||
Also a close
|
||
associate of an
|
||
existing minority
|
||
shareholder
|
||
|
||
|
||
--- page 9 ---
|
||
– 9 –
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Guotai Junan Investments (Hong
|
||
Kong) Limited (“GTJAI”)
|
||
2,115 0.02% 0.003% 0.003% Connected client
|
||
as a placee
|
||
CITIC Securities International
|
||
Capital Management Limited
|
||
(“CSI Capital”)
|
||
105 0.0008% 0.0001% 0.0001% Connected client
|
||
as a placee
|
||
Huatai Capital Investment
|
||
Limited (“HTCI”)
|
||
42,750 0.31% 0.06% 0.05% Connected client
|
||
as a placee
|
||
China Galaxy International
|
||
Investment Company Limited
|
||
(“CGII”)
|
||
210 0.002% 0.0003% 0.0002% Connected client
|
||
as a placee
|
||
Fullgoal Fund Management Co.,
|
||
Ltd. (“Fullgoal Fund”)
|
||
9,885 0.07% 0.01% 0.01% Connected client
|
||
as a placee
|
||
Fullgoal Asset Management
|
||
(HK) Limited (“Fullgoal AM”)
|
||
2,940 0.02% 0.004% 0.003% Connected client
|
||
as a placee
|
||
Haitong International Asset
|
||
Management (HK) Limited
|
||
(“Haitong AM”)
|
||
60 0.0004% 0.00008% 0.00007% Connected client
|
||
as a placee
|
||
China Asset Management (Hong
|
||
Kong) Limited (“China AMC
|
||
HK”)
|
||
10,680 0.08% 0.01% 0.01% Connected client
|
||
as a placee
|
||
CITIC Securities Asset
|
||
Management (HK) Limited
|
||
(“CITIC AM”)
|
||
210 0.002% 0.0003% 0.0002% Connected client
|
||
as a placee
|
||
ICBC UBS Asset Management
|
||
Co., Ltd. (“ICBC UBS”)
|
||
9,195 0.07% 0.01% 0.01% Connected client
|
||
as a placee
|
||
ICBC UBS Asset Management
|
||
(International) Company Limited
|
||
(“ICBC UBS International”)
|
||
3,630 0.03% 0.005% 0.004% Connected client
|
||
as a placee
|
||
UBS Asset Management
|
||
(Singapore) Ltd. (“UBS AM”)
|
||
427,560 3.10% 0.57% 0.46% Connected client
|
||
as a placee
|
||
ICBC Wealth Management Co.,
|
||
Ltd. (“ICBC Wealth”)
|
||
106,890 0.77% 0.14% 0.12% Connected client
|
||
as a placee
|
||
|
||
|
||
--- page 10 ---
|
||
– 10 –
|
||
Investor
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
China Merchants Fund
|
||
Management Co., Ltd. (“China
|
||
Merchants Fund”)
|
||
2,130 0.02% 0.003% 0.002% Connected client
|
||
as a placee
|
||
Bosera Asset Management
|
||
(International) Co Ltd. (“Bosera
|
||
AM”)
|
||
10,680 0.08% 0.01% 0.01% Connected client
|
||
as a placee
|
||
China Southern Asset
|
||
Management Co., Ltd. (“China
|
||
Southern”)
|
||
10,680 0.08% 0.01% 0.01% Connected client
|
||
as a placee
|
||
HSBC Global Asset Management
|
||
(Hong Kong) Limited (“HSBC
|
||
AM”)
|
||
14,955 0.11% 0.02% 0.02% Connected client
|
||
as a placee
|
||
Notes:
|
||
1. See “Waivers — Waiver Under Rule 10.04 and Consent under Paragraph 1C(2) of Appendix F1 to the Listing Rules in respect of Subscriptions of Offer
|
||
Shares by Existing Shareholders and/or its Close Associates as Cornerstone Investors” of the Prospectus and the section headed “Others/Additional
|
||
Information — Placing to the existing shareholders and/or their close associates with a prior waiver under Rule 10.04 of the Listing Rules and consent
|
||
under paragraph 1C(2) of the Placing Guidelines” in this announcement for further details.
|
||
2. See “Waivers — Consent in respect of the Proposed Subscription of the Offer Shares by a Connected Client” of the Prospectus and the section headed
|
||
“Others/Additional Information — Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines” in this
|
||
announcement for further details.
|
||
|
||
|
||
--- page 11 ---
|
||
– 11 –
|
||
LOCK-UP UNDERTAKINGS
|
||
Key Persons (as Defined under Rule 18C.14 of the Listing Rules)
|
||
Name Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 6)
|
||
Dr. Shen Founder, executive
|
||
Director, senior
|
||
management, Key R&D
|
||
Staff and a Single Largest
|
||
Shareholder
|
||
5,918,128 6.43% April 27, 2028
|
||
LightAI EIP A Single Largest
|
||
Shareholder
|
||
4,350,056 4.73% April 27, 2028
|
||
— Mr. Wang Long (Note 1) Our executive Director,
|
||
a member of the senior
|
||
management and Key R&D
|
||
Staff
|
||
— — April 27, 2028
|
||
— Dr. Ben Chen (Note 2) A Key R&D Staff — — April 27, 2028
|
||
Mach C A Single Largest
|
||
Shareholder
|
||
3,540,391 3.85% April 27, 2028
|
||
— Mr. Wang Long (Note 3) Our executive Director,
|
||
a member of the senior
|
||
management and Key R&D
|
||
Staff
|
||
— — April 27, 2028
|
||
Youguang Yihui Close associate of Dr.
|
||
Shen and a Single Largest
|
||
Shareholder
|
||
8,583,458 9.33% April 27, 2028
|
||
— Dr. Shen (Note 4) Founder, executive
|
||
Director, senior
|
||
management, Key R&D
|
||
Staff and a Single Largest
|
||
Shareholder
|
||
— — April 27, 2028
|
||
— Dr. Meng Huaiyu (Note 4) Our executive Directors,
|
||
a member of the senior
|
||
management and Key R&D
|
||
Staff
|
||
— — April 27, 2028
|
||
— Mr. Zhang Hong (Note 4) Our executive Director,
|
||
senior management and a
|
||
Single Largest Shareholder
|
||
— — April 27, 2028
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
Name Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 6)
|
||
Youguang Zhiyuan Close associate of Mr.
|
||
Zhang Hong, one of our
|
||
executive Directors and
|
||
senior management and a
|
||
Single Largest Shareholder
|
||
4,780,789 5.20% April 27, 2028
|
||
— Dr. Shen (Note 5) Founder, executive
|
||
Director, senior
|
||
management, Key R&D
|
||
Staff and a Single Largest
|
||
Shareholder
|
||
— — April 27, 2028
|
||
— Mr. Peng Bo (Note 5) A Key R&D Staff — — April 27, 2028
|
||
— Dr. Meng Huaiyu (Note 5) Our executive Directors,
|
||
a member of the senior
|
||
management and Key R&D
|
||
Staff
|
||
— — April 27, 2028
|
||
— Mr. Zhang Hong (Note 5) Our executive Director,
|
||
senior management and a
|
||
Single Largest Shareholder
|
||
— — April 27, 2028
|
||
Notes:
|
||
1. Mr. Wang Long is a limited partner with interest of 28.24% in LightAI EIP .
|
||
2. Dr. Ben Chen is a limited partner with interest of 0.51% in LightAI EIP .
|
||
3. Mr. Wang Long is a limited partner with interest of 9.68% in Mach C.
|
||
4. Dr. Shen, Dr. Meng Huaiyu and Mr. Zhang Hong are limited partners with interest of 32.87%, 24.50% and 15.68%, respectively. Youguang Shuoran
|
||
is the general partner of Youguang Yihui with a partnership interest of 0.001% and is held by Dr. Shen, Dr. Meng Huaiyu and Mr. Zhang Hong as to
|
||
80%, 10% and 10%, respectively.
|
||
5. For details of relevant interests in Youguang Zhiyuan, please refer to the section headed “History, Development and Corporate Structure — Share
|
||
Incentive Platforms” in the Prospectus.
|
||
6. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in the Prospectus and ends on the date which
|
||
is 24 months from the Listing Date, i.e. April 27, 2028. In the event that upon the notification by the Stock Exchange that the Company will no longer
|
||
be regarded as a Pre-Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which such lock-up periods
|
||
would have ended if the Company had applied for listing as a Commercial Company; and (ii) the date falling on the 30th day after the announcement
|
||
on the removal of designation as a Pre-Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
Pathfinder SIIs
|
||
Name Note 1 Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 1)
|
||
MPC V L.P. Pathfinder SIIs 3,532,177 3.84% April 27, 2027
|
||
MPC V-A L.P. Pathfinder SIIs 367,334 0.40% April 27, 2027
|
||
Tencent Mobility Limited Pathfinder SIIs 3,272,298 3.56% April 27, 2027
|
||
Shanghai CM Digital
|
||
Transformation Investment
|
||
Fund, L.P.
|
||
Pathfinder SIIs 2,995,570 3.26% April 27, 2027
|
||
Hangzhou Yihong Equity
|
||
Investment Partnership
|
||
(Limited Partnership)
|
||
Pathfinder SIIs 2,410,263 2.62% April 27, 2027
|
||
Note:
|
||
1. In accordance with Rule 18C.14 of the Listing Rules, the required lock-up period commences on the date
|
||
by reference to which disclosure of its shareholding is made in the Prospectus and ends on the date which
|
||
is 12 months from the Listing Date, i.e. April 27, 2027. In the event that upon the notification by the
|
||
Stock Exchange that the Company will no longer be regarded as a Pre-Commercial Company after the
|
||
Listing, the lock-up period will expire on the later of: (i) the date on which such lock-up periods would
|
||
have ended if the Company had applied for listing as a Commercial Company; and (ii) the date falling
|
||
on the 30th day after the announcement on the removal of designation as a Pre-Commercial Company as
|
||
required under Rule 18C.24 of the Listing Rules.
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
Single Largest Shareholders
|
||
Name Note 1 Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 1)
|
||
Dr. Shen Beneficial Interest 5,918,128 6.43% April 27, 2028
|
||
Youguang Yihui Beneficial Interest 8,583,458 9.33% April 27, 2028
|
||
Youguang Zhiyuan Beneficial Interest 4,780,789 5.20% April 27, 2028
|
||
LightAI EIP Beneficial Interest 4,350,056 4.73% April 27, 2028
|
||
Mach C Beneficial Interest 3,540,391 3.85% April 27, 2028
|
||
Notes:
|
||
1. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in the Prospectus and ends on the date which
|
||
is 24 months from the Listing Date, i.e. April 27, 2028. In the event that upon the notification by the Stock Exchange that the Company will no longer
|
||
be regarded as a Pre-Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which such lock-up periods
|
||
would have ended if the Company had applied for listing as a Commercial Company; and (ii) the date falling on the 30th day after the announcement
|
||
on the removal of designation as a Pre-Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
2. For illustrative purposes only, this subsection lists only those members of the Single Largest Shareholders who hold Shares directly in the Company.
|
||
Pursuant to Rule 10.07 of the Listing Rules, each member of the Single Largest Shareholders (namely, Dr. Shen, Youguang Yihui, Youguang Shuoran
|
||
Youguang Zhiyuan, Youguang Yuning, Mr. Zhang Hong, LightAI EIP , Deep Harbor Limited, Foong Jun Zhe and Mach C) has undertaken to the Stock
|
||
Exchange and the Company that, except in connection with the Global Offering (including the Over-allotment Option), he, she or it shall, and shall
|
||
procure that the relevant registered holders of the Shares in which he, she or it is beneficially interested shall, comply with the applicable lock-up
|
||
requirements. For further details, please refer to the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong
|
||
Public Offering — Undertakings given to the Stock Exchange pursuant to the Listing Rules — By Our Single Largest Shareholders” in the Prospectus.
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
Existing Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Dr. Shen 5,918,128 2,959,064 6.43% 7.91% April 27, 2028
|
||
Youguang Yihui 8,583,458 4,291,729 9.33% 11.48% April 27, 2028
|
||
Youguang Zhiyuan 4,780,789 2,390,395 5.20% 6.39% April 27, 2028
|
||
LightAI EIP Holdings LP 4,350,056 4,350,056 4.73% 5.82% April 27, 2028
|
||
Mach C 3,540,391 3,540,391 3.85% 4.73% April 27, 2028
|
||
Ha Wai Kwan Benjamin 3,045,519 913,656 3.31% 4.07% April 27, 2027
|
||
Photon Technology Investment
|
||
VI LPF
|
||
1,188,185 1,188,185 1.29% 1.59% April 27, 2027
|
||
MPC V L.P. 3,532,177 3,532,177 3.84% 4.72% April 27, 2027
|
||
MPC V-A L.P. 367,334 367,334 0.40% 0.49% April 27, 2027
|
||
Tencent Mobility Limited 3,272,298 3,272,298 3.56% 4.38% April 27, 2027
|
||
Shanghai CM Digital
|
||
Transformation Investment
|
||
Fund, L.P. (ۨ
|
||
ΥྫΆุ(ࠢ
|
||
Υྫ))
|
||
2,995,570 2,995,570 3.26% 4.01% April 27, 2027
|
||
Global Bridge Capital USD
|
||
Fund I, L.P.
|
||
2,833,712 2,833,712 3.08% 3.79% April 27, 2027
|
||
Huzhou Jingxin Equity
|
||
Investment Partnership
|
||
Enterprise (Limited
|
||
Partnership) (ᛆҳ
|
||
༟ΥྫΆุ(Υྫ))
|
||
2,579,630 2,579,630 2.80% 3.45% April 27, 2027
|
||
Hangzhou Yihong Equity
|
||
Investment Partnership
|
||
(Limited Partnership) (ψᆇ
|
||
ᛆҳ༟ΥྫΆุ(Υ
|
||
ྫ))
|
||
2,410,263 2,410,263 2.62% 3.22% April 27, 2027
|
||
Lumina Orbis (HK) Limited 1,197,448 1,197,448 1.30% 1.60% April 27, 2027
|
||
Lumistar VI, L.P. 399,149 399,149 0.43% 0.53% April 27, 2027
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Xiamen Yaheng Venture
|
||
Capital Fund Partnership
|
||
(Limited Partnership) (ඩ
|
||
ΥྫΆุ(Ϟ
|
||
Υྫ))
|
||
766,930 766,930 0.83% 1.03% April 27, 2027
|
||
Beijing Casstar Key & Core
|
||
Technology Venture Capital
|
||
Investment L.P. (௴
|
||
Ҧ௴ุҳ༟ΥྫΆุ
|
||
(Υྫ))
|
||
1,240,590 0 1.35% 1.66% April 27, 2027
|
||
Shaanxi Advanced OEIC
|
||
Technologies L.P. (৯Гኬ
|
||
Ҧҳ༟ΥྫΆุ
|
||
(Υྫ))
|
||
971,559 0 1.06% 1.30% April 27, 2027
|
||
Shanghai Guofu Linghang
|
||
Investment Partnership
|
||
(Limited Partnership) (ɪऎ
|
||
ѿჯঘҳ༟ΥྫΆุ)
|
||
2,004,433 1,002,217 2.18% 2.68% April 27, 2027
|
||
Hangzhou Yuanli Phase
|
||
III Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ٰ
|
||
ᛆҳ༟ΥྫΆุ(Υྫ))
|
||
1,341,046 1,341,046 1.46% 1.79% April 27, 2027
|
||
Chongqing Yuanhong Private
|
||
Equity Investment Fund
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ٰ
|
||
ΥྫΆุ(Υ
|
||
ྫ))
|
||
590,692 590,692 0.64% 0.79% April 27, 2027
|
||
Nanjing Jiangbei Jiakang
|
||
Technology Venture Capital
|
||
Partnership (Limited
|
||
Partnership) (߅
|
||
Ҧ௴ุҳ༟ΥྫΆุ)
|
||
1,860,674 1,860,674 2.02% 2.49% April 27, 2027
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
CICC Culture and Consumption
|
||
Industry Equity Investment
|
||
Fund (Xiamen) Partnership
|
||
(Limited Partnership) (˖
|
||
ږ(ข
|
||
ژ)ΥྫΆุ)
|
||
1,686,673 1,686,673 1.83% 2.26% April 27, 2027
|
||
Nanjing Heli Guoxin
|
||
Zhixin Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (౽
|
||
ᛆҳ༟ΥྫΆุ)
|
||
1,676,817 1,676,817 1.82% 2.24% April 27, 2027
|
||
Vertex Ventures China IV, L.P. 1,619,264 1,619,264 1.76% 2.17% April 27, 2027
|
||
Guanzi Equity Investment
|
||
(Lishui) Partnership Enterprise
|
||
(Limited Partnership) (ٰ
|
||
ᛆҳ༟(ᘆ˥)ΥྫΆุ)
|
||
1,596,598 1,596,598 1.74% 2.14% April 27, 2027
|
||
P7 China Holdings PCC
|
||
Limited (acting solely in
|
||
respect of the P7CH Direct P7 I
|
||
cell)
|
||
1,596,598 1,596,598 1.74% 2.14% April 27, 2027
|
||
Gongqingcheng Yachang
|
||
Chenning Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ԕᓠ
|
||
ᛆҳ༟ΥྫΆุ(Υྫ))
|
||
344,880 0 0.37% 0.46% April 27, 2027
|
||
Gongqingcheng Yachang
|
||
Hongshuo Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (҃
|
||
ᛆҳ༟ΥྫΆุ(Υ
|
||
ྫ))
|
||
344,880 0 0.37% 0.46% April 27, 2027
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Jiangsu Qianquan Yuanhe
|
||
Origin Intelligence No. 3
|
||
Venture Capital Partnership
|
||
Enterprise (Limited
|
||
Partnership) (ࡡ
|
||
ᓃ౽ঐɧ௴ุҳ༟ΥྫΆ
|
||
ุ(Υྫ))
|
||
1,195,098 1,195,098 1.30% 1.60% April 27, 2027
|
||
Shanghai Sci-Tech
|
||
Innovation Center Capital
|
||
Fund I Partnership (Limited
|
||
Partnership) (௴ʕːఠ
|
||
ΥྫΆุ(Ϟ
|
||
Υྫ))
|
||
1,089,826 544,913 1.19% 1.46% April 27, 2027
|
||
Shanghai Pudong Pilot Zone
|
||
Investment Fund (Limited
|
||
Partnership) (ˏჯਜ
|
||
ҳ༟ʕː(Υྫ))
|
||
1,002,216 1,002,216 1.09% 1.34% April 27, 2027
|
||
FreeS International Holdings
|
||
(Hong Kong) Limited
|
||
812,609 812,609 0.88% 1.09% April 27, 2027
|
||
Beijing Biwei Original
|
||
Innovation Consulting Center
|
||
(L.P.) (Άุ၍
|
||
ଣʕː(Υྫ))
|
||
791,028 791,028 0.86% 1.06% April 27, 2027
|
||
Wuhan Changfei Science
|
||
and Technology Innovation
|
||
Industry Fund Partnership
|
||
Enterprise (Limited
|
||
Partnership) (௴ପ
|
||
ΥྫΆุ(Υྫ))
|
||
706,954 141,390 0.77% 0.95% April 27, 2027
|
||
Pi Holdings Limited 607,223 607,223 0.66% 0.81% April 27, 2027
|
||
Zhen Partners IV (HK) Limited 485,821 485,821 0.53% 0.65% April 27, 2027
|
||
Ginkgo Capital Global Fund
|
||
SPC-XtalPi AI Fund SP
|
||
286,196 286,196 0.31% 0.38% April 27, 2027
|
||
|
||
|
||
--- page 19 ---
|
||
– 19 –
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H shares
|
||
after the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Shenzhen Shengxingyu
|
||
Investment Partnership
|
||
Enterprise (Limited Partnership
|
||
(ଉέସҾ◔ҳ༟ΥྫΆุ(Ϟ
|
||
Υྫ)
|
||
198,016 198,016 0.22% 0.26% April 27, 2027
|
||
Morningside TMT Holding IV
|
||
Limited
|
||
434,223 434,223 0.47% 0.58% April 27, 2027
|
||
JIANGSU HOTLAND
|
||
INTELLIGENT VENTURE
|
||
INVESTMENT FUND (L.P.)
|
||
(ɺ౽ঐ௴ุҳ༟
|
||
ږ(Υྫ))
|
||
210,551 210,551 0.23% 0.28% April 27, 2027
|
||
Shenzhen Capital Group Co.,
|
||
Ltd (ଉέ̹௴อҳ༟ණྠϞ
|
||
ʮ̡)
|
||
210,551 210,551 0.23% 0.28% April 27, 2027
|
||
China Merchants Venture
|
||
Capital Fund, L.P. (ਠ҅௴
|
||
Υྫ)
|
||
404,816 404,816 0.44% 0.54% April 27, 2027
|
||
Shaanxi Chuangfa Chuangxing
|
||
Photon Venture Capital
|
||
Partnership Enterprise (Limited
|
||
Partnership) (Έ
|
||
ɿ௴ุҳ༟ΥྫΆุ(Υ
|
||
ྫ))
|
||
399,149 0 0.43% 0.53%
|
||
Newlight Fund I LP 117,701 117,701 0.13% 0.16% April 27, 2027
|
||
Shenzhen Dezhixi Information
|
||
Consulting Co., LTD (ଉέ̹
|
||
ʮ̡)
|
||
334,379 334,379 0.36% 0.45% April 27, 2027
|
||
Tai You Fund I, LP 250,784 250,784 0.27% 0.34% April 27, 2027
|
||
|
||
|
||
--- page 20 ---
|
||
– 20 –
|
||
Cornerstone Investors
|
||
Name
|
||
Number of Shares held in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
% of total issued Shares
|
||
after the Global Offering
|
||
upon Listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 1)
|
||
Alibaba Investment 1,111,680 1.21% October 27, 2026
|
||
GIC 855,135 0.93% October 27, 2026
|
||
Baillie Gifford 641,355 0.70% October 27, 2026
|
||
BlackRock 641,355 0.70% October 27, 2026
|
||
Fidelity International 641,355 0.70% October 27, 2026
|
||
Schroders 641,355 0.70% October 27, 2026
|
||
Temasek 641,355 0.70% October 27, 2026
|
||
CM Shanghai Fund 624,240 0.68% October 27, 2026
|
||
HHLRA FUNDS 427,560 0.46% October 27, 2026
|
||
UBS AM 427,560 0.46% October 27, 2026
|
||
3W Fund 427,560 0.46% October 27, 2026
|
||
Aspex 427,560 0.46% October 27, 2026
|
||
CPE Fir 213,780 0.23% October 27, 2026
|
||
Greenwoods 213,765 0.23% October 27, 2026
|
||
GF Fund 213,765 0.23% October 27, 2026
|
||
Lenovo 213,780 0.23% October 27, 2026
|
||
Mirae Asset Securities HK 213,780 0.23% October 27, 2026
|
||
ZTE HK 183,855 0.20% October 27, 2026
|
||
ICBC Wealth 106,890 0.12% October 27, 2026
|
||
Ping An AM 106,890 0.12% October 27, 2026
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up periods will
|
||
end on October 27, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or
|
||
transferring the H Shares subscribed for pursuant to the relevant cornerstone investment agreements
|
||
after the indicated date.
|
||
|
||
|
||
--- page 21 ---
|
||
– 21 –
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as % of
|
||
total Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of Shares
|
||
held upon Listing
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 1,111,680 10.07% 8.48% 8.06% 7.01% 1,111,680 1.21% 1.18%
|
||
Top 5 4,146,795 37.57% 31.64% 30.06% 26.14% 9,552,628 10.39% 10.16%
|
||
Top 10 6,925,980 62.76% 52.85% 50.21% 43.66% 12,331,813 13.41% 13.11%
|
||
Top 25 10,716,825 97.11% 81.77% 77.69% 67.55% 17,809,331 19.36% 18.94%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 22 ---
|
||
– 22 –
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
H share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
H share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 897,270 8.13% 6.85% 6.50% 5.66% 6,303,103 8.43% 8.20% 6.85% 6.70%
|
||
Top 5 902,715 8.18% 6.89% 6.54% 5.69% 22,390,235 29.94% 29.13% 24.35% 23.81%
|
||
Top 10 930,000 8.43% 7.10% 6.74% 5.86% 36,611,570 48.96% 47.64% 39.81% 38.93%
|
||
Top 25 3,165,000 28.68% 24.15% 22.94% 19.95% 60,469,430 80.86% 78.68% 65.75% 64.30%
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 23 ---
|
||
– 23 –
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 4,291,729 8,583,458 9.33% 9.13%
|
||
Top 5 897,270 8.13% 6.85% 6.50% 5.66% 20,294,347 29,935,534 32.55% 31.83%
|
||
Top 10 930,000 8.43% 7.10% 6.74% 5.86% 35,690,464 49,010,643 53.29% 52.12%
|
||
Top 25 3,166,275 28.69% 24.16% 22.95% 19.96% 59,679,677 75,212,005 81.78% 79.98%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
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
|
||
15 82,860 4,972 out of 82,860 applicants to receive 15 H Shares 6.00%
|
||
30 12,417 980 out of 12,417 applicants to receive 15 H Shares 3.95%
|
||
45 16,761 1,553 out of 16,761 applicants to receive 15 H Shares 3.09%
|
||
60 7,852 815 out of 7,852 applicants to receive 15 H Shares 2.59%
|
||
75 6,697 759 out of 6,697 applicants to receive 15 H Shares 2.27%
|
||
90 4,552 555 out of 4,552 applicants to receive 15 H Shares 2.03%
|
||
105 5,048 654 out of 5,048 applicants to receive 15 H Shares 1.85%
|
||
120 4,379 598 out of 4,379 applicants to receive 15 H Shares 1.71%
|
||
135 5,773 826 out of 5,773 applicants to receive 15 H Shares 1.59%
|
||
150 31,668 4,719 out of 31,668 applicants to receive 15 H Shares 1.49%
|
||
300 17,279 3,386 out of 17,279 applicants to receive 15 H Shares 0.98%
|
||
450 14,545 3,345 out of 14,545 applicants to receive 15 H Shares 0.77%
|
||
600 8,675 2,235 out of 8,675 applicants to receive 15 H Shares 0.64%
|
||
750 6,109 1,719 out of 6,109 applicants to receive 15 H Shares 0.56%
|
||
900 5,050 1,528 out of 5,050 applicants to receive 15 H Shares 0.50%
|
||
1,050 5,423 1,743 out of 5,423 applicants to receive 15 H Shares 0.46%
|
||
1,200 4,399 1,491 out of 4,399 applicants to receive 15 H Shares 0.42%
|
||
1,350 3,595 1,276 out of 3,595 applicants to receive 15 H Shares 0.39%
|
||
1,500 21,700 8,030 out of 21,700 applicants to receive 15 H Shares 0.37%
|
||
3,000 14,021 6,822 out of 14,021 applicants to receive 15 H Shares 0.24%
|
||
4,500 9,899 5,653 out of 9,899 applicants to receive 15 H Shares 0.19%
|
||
6,000 7,080 4,530 out of 7,080 applicants to receive 15 H Shares 0.16%
|
||
7,500 5,212 3,642 out of 5,212 applicants to receive 15 H Shares 0.14%
|
||
9,000 4,245 3,188 out of 4,245 applicants to receive 15 H Shares 0.13%
|
||
10,500 3,752 2,995 out of 3,752 applicants to receive 15 H Shares 0.11%
|
||
12,000 3,342 2,812 out of 3,342 applicants to receive 15 H Shares 0.11%
|
||
13,500 2,528 2,229 out of 2,528 applicants to receive 15 H Shares 0.10%
|
||
15,000 20,584 18,914 out of 20,584 applicants to receive 15 H Shares 0.09%
|
||
Total 335,445 Total number of Pool A successful applicants: 91,969
|
||
|
||
|
||
--- page 25 ---
|
||
– 25 –
|
||
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
|
||
30,000 17,593 15 H Shares plus 10,556 out of 17,593 applicants to receive an additional 15 H Shares 0.08%
|
||
45,000 6,630 15 H Shares plus 5,854 out of 6,630 applicants to receive an additional 15 H Shares 0.06%
|
||
60,000 4,064 30 H Shares 0.05%
|
||
75,000 2,732 30 H Shares plus 852 out of 2,732 applicants to receive an additional 15 H Shares 0.05%
|
||
90,000 2,039 30 H Shares plus 1,130 out of 2,039 applicants to receive an additional 15 H Shares 0.04%
|
||
105,000 1,493 30 H Shares plus 1,090 out of 1,493 applicants to receive an additional 15 H Shares 0.04%
|
||
120,000 1,211 30 H Shares plus 1,066 out of 1,211 applicants to receive an additional 15 H Shares 0.04%
|
||
135,000 804 30 H Shares plus 746 out of 804 applicants to receive an additional 15 H Shares 0.03%
|
||
150,000 3,367 45 H Shares 0.03%
|
||
300,000 692 60 H Shares 0.02%
|
||
344,880 2,015 60 H Shares plus 836 out of 2,015 applicants to receive an additional 15 H Shares 0.02%
|
||
Total 42,640 Total number of Pool B successful applicants: 42,640
|
||
|
||
|
||
--- page 26 ---
|
||
– 26 –
|
||
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 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 final Offer Price in addition to any
|
||
brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||
the Offer Shares have been allocated to and taken up by independent price setting investors
|
||
in compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company
|
||
will be held by sophisticated independent investors at the time of Listing in compliance with
|
||
Chapter 2.5 of the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed 50 times or more, the
|
||
reallocation as described in the section headed “Structure of the Global Offering — The
|
||
Hong Kong Public Offering — Reallocation” of the Prospectus has been applied.
|
||
As a result of the above, the final number of Offer Shares under the Hong Kong Public
|
||
Offering is adjusted to 2,759,055 Shares, representing approximately 20.00% of the total
|
||
number of Offer Shares available under the Global Offering (assuming the Over-allotment
|
||
Option is not exercised), and the final number of Offer Shares under the International
|
||
Offering is adjusted to 11,036,160 Shares, representing approximately 80.00% of the total
|
||
number of Offer Shares under the Global Offering (assuming the Over-allotment Option is
|
||
not exercised).
|
||
|
||
|
||
--- page 27 ---
|
||
– 27 –
|
||
Placing to the existing shareholders and/or their close associates with a prior waiver
|
||
under Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the
|
||
Placing Guidelines
|
||
The Company has applied for a waiver under Rule 10.04 of the Listing Rules and a
|
||
consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the existing
|
||
shareholders and/or its close associates to participate as either cornerstone investors or
|
||
placees in the Global Offering to subscribe for the Offer Shares to be issued by the Company
|
||
under the International Offering (together, the “ Existing Shareholder Participants ”).
|
||
The Stock Exchange has agreed to grant the requested waiver and consent subject to the
|
||
conditions that:
|
||
(a) the allocation to the Existing Shareholder Participants will not affect the Company’s
|
||
ability to satisfy its public float requirement under Rule 8.08(1) (as amended and
|
||
replaced by Rule 19A.13A) and 18C.08 of the Listing Rules;
|
||
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been,
|
||
nor will be directly or indirectly, given to the Existing Shareholder Participants as
|
||
cornerstone investors or placees by virtue of their relationship with the Company in
|
||
any allocation in the Global Offering, other than the preferential treatment of assured
|
||
entitlement under the cornerstone investment at the Offer Price and the terms are
|
||
substantially the same as other cornerstone investors; and
|
||
(c) details of the subscription of the Offer Shares by the Existing Shareholder Participants
|
||
as cornerstone investors or placees under the Global Offering have been disclosed
|
||
in the Prospectus, and details of the allocation are disclosed in this allotment results
|
||
announcement of the Company.
|
||
For details of the allocations of Offer Shares to such Existing Shareholder Participants,
|
||
please refer to the section headed “Allotment Results Details — International Offering —
|
||
Allotees with Waivers/Consents Obtained” in this announcement.
|
||
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 for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate
|
||
such Offer Shares in the International Offering to the connected clients. 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:
|
||
|
||
|
||
--- page 28 ---
|
||
– 28 –
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under which
|
||
the subscription by
|
||
the Connected Client
|
||
was made (e.g. OTC
|
||
total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer Shares
|
||
under the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Part A — Connected Client holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. China International Capital
|
||
Corporation Hong Kong Securities
|
||
Limited (“CICCHKS”)
|
||
CICC Financial Trading
|
||
Limited (“CICC FT”)
|
||
CICC FT is a member
|
||
of the same group of
|
||
companies as CICCHKS
|
||
Please refer to Note 1 No 9,120 0.07% 0.01%
|
||
2. Haitong International Securities
|
||
Company Limited (“HTI”) and
|
||
Guotai Junan Securities (Hong
|
||
Kong) Limited (“GTJAS”)
|
||
Guotai Junan Investments
|
||
(Hong Kong) Limited
|
||
(“GTJAI”)
|
||
GTJAI is a member of the
|
||
same group of companies
|
||
as HTI and GTJAS
|
||
Please refer to Note 2 No 2,115 0.02% 0.002%
|
||
3. CITIC Brokerage HK CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI Capital”)
|
||
CSI Capital is a member
|
||
of the same group of
|
||
companies as CITIC
|
||
Brokerage HK
|
||
Please refer to Note 3 No 105 0.0008% 0.0001%
|
||
4. Huatai Financial Holdings (Hong
|
||
Kong) Limited (“HTFH”)
|
||
Huatai Capital Investment
|
||
Limited (“HTCI”)
|
||
HTCI is a member of the
|
||
same group of companies
|
||
as HTFH.
|
||
Please refer to Note 4 No 42,750 0.31% 0.05%
|
||
5. China Galaxy International
|
||
Securities (Hong Kong) Co.,
|
||
Limited (“CGIS”)
|
||
China Galaxy International
|
||
Investment Company
|
||
Limited (“CGII”)
|
||
CGII is a member of the
|
||
same group of companies
|
||
as CGIS
|
||
Please refer to Note 5 No 210 0.002% 0.0002%
|
||
|
||
|
||
--- page 29 ---
|
||
– 29 –
|
||
Notes:
|
||
1. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions (the “OTC Swaps”)
|
||
with each other and the ultimate clients (the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary
|
||
basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to
|
||
customary fees and commissions. The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic
|
||
returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT
|
||
Ultimate Clients through the OTC Swaps, and CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients may request CICC FT to redeem it at their own discretion, upon which
|
||
CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap. Despite that CICC
|
||
FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the OTC
|
||
Swaps according to its internal policy. To the best knowledge, information and belief of CICC FT after due enquiry, the CICC FT Ultimate Clients for purpose
|
||
of this placee subscription include: (i) Wangzheng Gongying No. 17 Private Equity Investment Fund (ૐ͍ᙊ17ږmanaged by
|
||
Shenzhen Wangzheng Asset Management Co., Ltd. (ʮ̡), whose ultimate beneficial owner holding 30% or more interest is Qu Qin;
|
||
(ii) Wangzheng Jingqi Hanye Jingxuan Private Equity Investment Fund (ږwhose ultimate beneficial owner holding
|
||
30% or more interest is Qu Qin; (iii) Yuanle Chengqiangye Private Equity Investment Fund (ږwhose ultimate beneficial
|
||
owners holding 30% or more interest are Zeng Xiaojie and Hu Caiyang; (iv) Hengde Yuanzhi Tianli No.3 Private Equity Investment Fund (л3
|
||
ږHengde Jinze No. E49 Private Equity Investment Fund (ዣE49ږand Hengde Yuanzhi Tianli No.7 Private
|
||
Equity Investment Fund (л7ږfor each of which no ultimate beneficial owner holds 30% or more interest; (v) Pinpoint
|
||
Multi-Strategy Master Fund, whose ultimate beneficial owner holding 30% or more interest is Wang Qiang; (vi) Pinpoint China Fund, whose ultimate
|
||
beneficial owner holding 30% or more interest is Wang Qiang; (vii) Yiyuan Zhizhen No.1 Private Equity Investment Fund (ጲ1ږ ,)
|
||
whose ultimate beneficial owner holding 30% or more interest is Yang Yucheng; (viii) Yiyuan Canghai No.1 Private Equity Investment Fund (ᰔჃऎ1ӷ
|
||
ږfor which no ultimate beneficial owner holds 30% or more interest; and (ix) Gaoyi Renhao Jingxuan Chengze Private Equity Investment
|
||
Fund (ږGaoyi Qingrui No.6 Ruixing Fund (৷ᆇᅅ6ږGaoyi Qingrui Zhenxuan Fengyuan Private
|
||
Equity Fund (ږGaoyi Qingrui Jingxuan Ruixiang Convertible Multi-strategy Private Fund (৷ᆇᅅၚ፯ୂ̙ᔷවεഄ
|
||
ږand Gaoyi Liwei Selected Weishi Fund (ږfor each of which no ultimate beneficial owner holds 30% or more interest.
|
||
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT,
|
||
CICCHKS and the companies which are members of the same group of companies as CICCHKS.
|
||
|
||
|
||
--- page 30 ---
|
||
– 30 –
|
||
2. HTI is the Sponsor-Overall Coordinator and GTJAS is a distributor in connection with the Global Offering. GTJAI shall hold the Offer Shares for hedging
|
||
purpose as the single underlying asset of several sets of back-to-back total return swap transaction (the “GTHT Back-to-back TRS”) to be entered into
|
||
between GTJAI and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent”) in connection with several total return swap orders (the “GTHT
|
||
Client TRS”) to be entered into by GTHT Onshore Parent and several ultimate clients (the “GTHT Onshore Ultimate Clients”), respectively. Such GTHT
|
||
Client TRS is to be fully funded by the GTHT Onshore Ultimate Clients. GTJAI will hold the Offer Shares on a non-discretionary basis for the purpose of
|
||
hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS only, During the tenor of the GTHT Client TRS, all economic
|
||
returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Clients and all economic losses shall be borne by the GTHT Onshore Ultimate
|
||
Clients, subject to the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and GTJAI will not take part in any economic return or
|
||
bear any economic loss in relation to the price of the Offer Shares. The GTHT Onshore Ultimate Clients may request to redeem the Offer Shares at their own
|
||
discretion, upon which GTJAI shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in accordance with the
|
||
terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents. Due to its internal policy, GTJAI will not exercise the voting right
|
||
attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJAI after due enquiry, the GTHT Onshore Ultimate Clients for purpose of this placee subscription include,
|
||
to the best knowledge, information and belief of GTJAI after due enquiry: (i) Lingding No.3 Private Securities Investment Fund (ɧӷᗇՎҳ༟ਿ
|
||
ږwhose ultimate beneficial owner holding 30% or more interest is Xiong Nawei; (ii) Shidaigongying1 Private Equity Investment Fund (˾ᙊ1ӷ
|
||
ږwhose ultimate beneficial owner holding 30% or more interest is Han Guangyong; (iii) Casstar Technology Venture Capital Co., Ltd. (ʕ
|
||
ʮ̡), whose ultimate beneficial owner holding 30% or more interest is Mi Lei; (iv) Zhonghe Capital Cultivation 8 Private Securities
|
||
Investment Fund (ʕձ༟͉ঁঀ8ږand Zhonghe Capital Cultivation 810 Private Securities Investment Fund (ʕձ༟͉ঁঀ810ӷ
|
||
ږwhose ultimate beneficial owner holding 30% or more interest in each of them is Zhang Jingting; (v) Weining Jujiao Private Securities
|
||
Investment Fund (ږwhose ultimate beneficial owner holding 30% or more interest is Wang Zhangyi; (vi) Weining Qihang No.
|
||
3 Private Securities Investment Fund (ሊྐྵ઼ঘ3ږwhose ultimate beneficial owner holding 30% or more interest is Ling Chao; (vii)
|
||
Tongyi Anxin No.2 Private Securities Investment Fund (τ㒥2ږwhose ultimate beneficial owner holding 30% or more interest is
|
||
Huang Shilin; (viii) Tongyi Taoli No.1 Private Securities Investment Fund (ҽ1ږwhose ultimate beneficial owner holding 30%
|
||
or more interest is Wang Jing; and (ix) Tongyi Taoli No.10 Private Securities Investment Fund (ҽ10ږfor which no ultimate
|
||
beneficial owner holds 30% or more interest.
|
||
|
||
|
||
--- page 31 ---
|
||
– 31 –
|
||
To the best knowledge of GTJAI and after making all reasonable enquiries, (i) GTJAI has confirmed that, to the best of their knowledge, each of the
|
||
GTHT Onshore Ultimate Clients and the ultimate beneficial owners holding 30% or more interest of the GTHT Onshore Ultimate Clients listed above is
|
||
an independent third party of GTJAI, HTI, GTJAS and the companies which are members of the same group of companies as HTI, and (ii) GTJAI is not a
|
||
collective investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of such scheme.
|
||
3. CSI Capital proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf of CSI Ultimate Clients, each of them is
|
||
an independent third party, on a non-discretionary basis, pursuant to which:
|
||
(i) CSI Capital will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Capital Back-to-back TRS”) to be entered
|
||
into by it in connection with a total return swap order (the “CSI Capital Client TRS”) placed and fully funded by the CSI Capital Ultimate Clients, by
|
||
which CSI Capital will pass the full economic exposure of the Offer Shares placed to CSI Capital to the CSI Capital Ultimate Clients.
|
||
(ii) As confirmed by CSI Capital and CITIC Brokerage HK, CSI Capital will hold the legal title and beneficial interest in the Offer Shares, but will
|
||
contractually agree to pass on the full economic exposure and return of the Offer Shares to the CSI Capital Ultimate Clients, on a non-discretionary
|
||
basis. The CSI Capital Ultimate Clients may exercise their early termination rights to terminate the CSI Capital Client TRS at any time.
|
||
(iii) Upon the final maturity or termination of the CSI Capital Client TRS by the CSI Capital Ultimate Clients, CSI Capital will dispose of the Offer Shares
|
||
on the secondary market and the CSI Capital Ultimate Clients will receive a final termination amount of the CSI Capital Back-to-back TRS which will
|
||
have taken into account all the economic returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI
|
||
Capital Back-to-back TRS and the CSI Capital Client TRS. Due to its internal policy, CSI Capital will not exercise the voting right of the Offer Shares
|
||
during the terms of the CSI Capital Back-to-back TRS.
|
||
To the best knowledge, information and belief of CSI Capital after due enquiry, the CSI Capital Ultimate Clients for purpose of this placee subscription
|
||
include, to the best knowledge, information and belief of CSI Capital after due enquiry: (i) HY Capital Company Limited, whose ultimate beneficial owners
|
||
holding 30% or more interest are Xia Hui and Lu Ang; and (ii) Shanghai Panjing Investment Management Centre (Limited Partnership) (ɪऎᆵԯҳ༟၍ଣ
|
||
ʕː(Υྫ)), whose ultimate beneficial owner holding 30% or more interest is Zhuang Tao.
|
||
CSI Capital has confirmed that, to the best of their knowledge and after making all reasonable enquiries, each of the CSI Capital Ultimate Clients and the
|
||
respective ultimate beneficial owners is an independent third party of CSI Capital, CITIC Brokerage HK and the companies which are members of the same
|
||
group of companies as CITIC Brokerage HK.
|
||
|
||
|
||
--- page 32 ---
|
||
– 32 –
|
||
4. 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”).
|
||
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 a distributor in connection with the Global Offering. Pursuant to the ISDA Agreement, 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 holder under a back-to-back total return
|
||
swap (the “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 the Huatai Onshore Ultimate Client (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 Client, which in effect, HTCI will hold the beneficial interest of the Offer
|
||
Shares on behalf of the Huatai Onshore Ultimate Client. HTFH and HTCI are 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 investor (the “Huatai Onshore Ultimate Client”) 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, each of the Huatai Onshore Ultimate
|
||
Client, through its investment manager, will place a total return swap order (the “Client TRS”) with Huatai Securities in connection with the Company’s IPO
|
||
and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-
|
||
back TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares through placing order with HTFH during the International Offering. The
|
||
Huatai Onshore Ultimate Client for purpose of this placee subscription include the investment fund.
|
||
To the best of HTCI’s knowledge and after making all reasonable enquiries, the Huatai Onshore Ultimate Client is an independent third party of 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 Back-to-back TRS in connection with the Client TRS order placed by the Huatai
|
||
Onshore Ultimate Client. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the 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
|
||
Client through the Back-to-back TRS and the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore Ultimate Client. HTCI will
|
||
not take any economic return or bear any economic loss in relation to the Offer Shares.
|
||
|
||
|
||
--- page 33 ---
|
||
– 33 –
|
||
Investment in the 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 Client 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 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 Client would bear the exchange rate exposure of the profit
|
||
and loss on settlement date.
|
||
The Huatai Onshore Ultimate Client 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 its own discretion. Upon the termination upon maturity
|
||
or early termination of the Client TRS by the Huatai Onshore Ultimate Client, HTCI will dispose the Offer Shares on the secondary market and the Huatai
|
||
Onshore Ultimate Client will receive a final settlement amount in cash in accordance with the terms and conditions of the 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 Client intends to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai
|
||
Onshore Ultimate Client, 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 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 Client, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company.
|
||
HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and 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, where 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 Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Onshore Ultimate Client.
|
||
The Huatai Onshore Ultimate Client for purpose of this placing subscription includes Daohe Chengguang Private Securities Investment Fund (Έӷ
|
||
ږwhose ultimate beneficial owner holding 30% or more interest is Zhong Shanshan.
|
||
|
||
|
||
--- page 34 ---
|
||
– 34 –
|
||
5. CGII and China Galaxy Securities (“CGS”) will enter into a series of cross border total return swap (TRS) transactions (collectively, the “CGII TRS”) with
|
||
each other and the ultimate clients (“CGII Ultimate Clients”), pursuant to which CGII will hold the Offer Shares on a non-discretionary basis to hedge the
|
||
CGII TRS while the economic risks and returns of the underlying Offer Shares are ultimately borne by the CGII Ultimate Clients, subject to customary fees
|
||
and commissions. The CGII TRS will be fully funded by the CGII Ultimate Clients. During the terms of the CGII TRS, all economic returns of the Offer
|
||
Shares subscribed by CGII will be passed to CGII Ultimate Clients and all economic loss shall be borne by CGII Ultimate Clients through the CGII TRS,
|
||
and CGII will not take part in any economic return or bear any economic loss in relation to the Offer Shares. The CGII TRS are linked to the Offer Shares
|
||
and CGII Ultimate Clients may, after expiration of the lock-up period beginning from the date of the relevant cornerstone agreements and ending on the date
|
||
which is six months from the Listing Date, request to early terminate the CGII TRS at its own discretion, upon which CGII may dispose of the Offer Shares on
|
||
the secondary market and CGII Ultimate Clients will receive a final settlement amount of the CGII TRS in cash in accordance with the terms and conditions
|
||
of the CGII TRS.
|
||
To the best of CGII’s knowledge after having made all reasonable inquiries, each of the CGII Ultimate Clients is an independent third party of CGII, CGIS
|
||
and the companies which are members of the same group of CGIS.
|
||
The CGII Ultimate Clients for purpose of this placing subscription include: (i) Yuanxin New Opportunity Private Securities Investment Fund (อዚ༾
|
||
ږfor which no ultimate beneficial owner holds 30% or more interest; and (ii) Yuanxin China Value Return Selected Private Securities
|
||
Investment Fund (ږwhose ultimate beneficial owner holding 30% or more interest is Xie Zhendong.
|
||
|
||
|
||
--- page 35 ---
|
||
– 35 –
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under which
|
||
the subscription by
|
||
the Connected Client
|
||
was made (e.g. OTC
|
||
total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer Shares
|
||
under the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Part B — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. HTI and GTJAS Fullgoal Fund
|
||
Management Co., Ltd.
|
||
(“Fullgoal Fund”)
|
||
Fullgoal Fund is a member
|
||
of the same group of
|
||
companies as HTI and
|
||
GTJAS
|
||
Please refer to Note 1 No 9,885 0.07% 0.01%
|
||
2. HTI and GTJAS Fullgoal Asset
|
||
Management (HK)
|
||
Limited (“Fullgoal AM”)
|
||
Fullgoal AM is a member
|
||
of the same group of
|
||
companies as HTI and
|
||
GTJAS
|
||
Please refer to Note 2 No 2,940 0.02% 0.003%
|
||
3. HTI and GTJAS Haitong International
|
||
Asset Management (HK)
|
||
Limited (“Haitong AM”)
|
||
Haitong AM is a member
|
||
of the same group of
|
||
companies as HTI
|
||
Please refer to Note 3 No 60 0.0004% 0.00007%
|
||
4. CITIC Securities Brokerage (HK)
|
||
Limited (“CITIC Brokerage HK”)
|
||
China Asset Management
|
||
(Hong Kong) Limited
|
||
(“China AMC HK”)
|
||
China AMC HK is a
|
||
member of the same group
|
||
of companies as CITIC
|
||
Brokerage HK
|
||
Please refer to Note 4 No 10,680 0.08% 0.01%
|
||
5. CITIC Brokerage HK CITIC Securities Asset
|
||
Management (HK)
|
||
Limited (“CITIC AM”)
|
||
CITIC AM is a member
|
||
of the same group of
|
||
companies as CITIC
|
||
Brokerage HK
|
||
Please refer to Note 5 No 210 0.002% 0.0002%
|
||
|
||
|
||
--- page 36 ---
|
||
– 36 –
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under which
|
||
the subscription by
|
||
the Connected Client
|
||
was made (e.g. OTC
|
||
total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer Shares
|
||
under the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Part B — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
6. UBS AG Singapore Branch Wealth
|
||
Management (“UBS AG SG”),
|
||
UBS AG Hong Kong Branch
|
||
Wealth Management (“UBS
|
||
AG HK”), ICBC International
|
||
Securities Limited (“ICBCI”)
|
||
ICBC UBS Asset
|
||
Management Co., Ltd.
|
||
(“ICBC UBS”)
|
||
ICBC UBS is a member
|
||
of the same group of
|
||
companies as UBS AG SG
|
||
and UBS AG HK
|
||
ICBC UBS is a member
|
||
of the same group of
|
||
companies as ICBCI
|
||
Please refer to Note 6 No 9,195 0.07% 0.01%
|
||
7. UBS AG SG, UBS AG HK and
|
||
ICBCI
|
||
ICBC UBS Asset
|
||
Management
|
||
(International) Company
|
||
Limited (“ICBC UBS
|
||
International”)
|
||
ICBC UBS International
|
||
is a member of the same
|
||
group of companies as
|
||
UBS AG SG and UBS AG
|
||
HK
|
||
ICBC UBS International
|
||
is a member of the same
|
||
group of companies as
|
||
ICBCI
|
||
Please refer to Note 6 No 3,630 0.03% 0.004%
|
||
8. UBS AG SG and UBS AG HK UBS Asset Management
|
||
(Singapore) Ltd. (“UBS
|
||
AM”) (Note 6)
|
||
UBS AM is a member
|
||
of the same group of
|
||
companies as UBS AG SG
|
||
and UBS AG HK
|
||
Please refer to Note 7 No 427,560 3.10% 0.46%
|
||
|
||
|
||
--- page 37 ---
|
||
– 37 –
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under which
|
||
the subscription by
|
||
the Connected Client
|
||
was made (e.g. OTC
|
||
total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer Shares
|
||
under the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Part B — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
9. ICBCI ICBC Wealth Management
|
||
Co., Ltd. (“ICBC
|
||
Wealth”)
|
||
ICBC Wealth is a member
|
||
of the same group of
|
||
companies as ICBCI
|
||
Please refer to Note 8 No 106,890 0.77% 0.12%
|
||
10. CMB International Securities
|
||
Limited (“CMBI”) and China
|
||
Merchants Securities (HK) Co.,
|
||
Limited (“CMS”)
|
||
China Merchants Fund
|
||
Management Co., Ltd.
|
||
(“China Merchants
|
||
Fund”)
|
||
China Merchants Fund is
|
||
a member of the group of
|
||
companies as CMBI and
|
||
CMS.
|
||
Please refer to Note 9 No 2,130 0.02% 0.002%
|
||
11. CMBI and CMS Bosera Asset Management
|
||
(International) Co Ltd.
|
||
(“Bosera AM”)
|
||
Bosera AM is a member
|
||
of the same group of
|
||
companies as CMBI and
|
||
CMS.
|
||
Please refer to Note 10 Please refer to Note
|
||
10
|
||
10,680 0.08% 0.01%
|
||
12. HTFH China Southern Asset
|
||
Management Co., Ltd.
|
||
(“China Southern”)
|
||
China Southern is held
|
||
by Huatai Securities Co.,
|
||
Ltd. as to 41.16%, which
|
||
wholly owns HTFH.
|
||
As such, China Southern
|
||
and HTFH is a member
|
||
of the same group of
|
||
companies.
|
||
Please refer to Note 11 No 10,680 0.08% 0.01%
|
||
|
||
|
||
--- page 38 ---
|
||
– 38 –
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the
|
||
Connected Distributor
|
||
Identities of the
|
||
ultimate beneficial
|
||
owners of the Offer
|
||
Shares or, where
|
||
applicable, details
|
||
of the structured
|
||
products under which
|
||
the subscription by
|
||
the Connected Client
|
||
was made (e.g. OTC
|
||
total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of Offer
|
||
Shares allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer Shares
|
||
under the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming no
|
||
exercise of the Over-
|
||
allotment Option)
|
||
Part B — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
13. The Hongkong and Shanghai
|
||
Banking Corporation Limited
|
||
(“HSBC”) and HSBC Broking
|
||
Securities (Asia) Limited (“HSBC
|
||
Broking Securities”)
|
||
HSBC Global Asset
|
||
Management (Hong Kong)
|
||
Limited (“HSBC AM”)
|
||
HSBC AM is a member
|
||
of the same group of
|
||
companies as HSBC and
|
||
HSBC Broking Securities.
|
||
Please refer to Note 12 No 14,955 0.11% 0.02%
|
||
Notes:
|
||
1. HTI is the Sponsor-Overall Coordinator and GTJAS is a distributor in connection with of the Global Offering. Fullgoal Fund will hold the Offer Shares in
|
||
its capacity as the discretionary fund manager on behalf of its investors, each of which is an independent third party of the Company, its subsidiaries, its
|
||
substantial shareholders, Fullgoal Fund, HTI, GTJAS and the companies which are members of the same group of HTI and GTJAS.
|
||
The Fullgoal Fund Ultimate Clients for purpose of this placing subscription include ICBC Fullgoal China Small & Mid Cap (HK listed) Equity Fund, ICBC
|
||
Fullgoal Global Technology & Internet Fund, CMB-Fullgoal Blue Chip Selected Equity Fund (QDII), Fullgoal Dividend Selected Hybrid Fund, Fullgoal
|
||
Global Consumption Selected Hybrid, Fullgoal Healthcare Select Hybrid Fund (QDII) and China Merchants Bank-Fullgoal Hong Kong Equity Select Hybrid
|
||
Fund (QDII), for each of which no ultimate beneficial owner holds 30% or more interest.
|
||
2. HTI is the Sponsor-Overall Coordinator and GTJAS is a distributor in connection with of the Global Offering. Fullgoal AM will hold the Offer Shares in its
|
||
capacity as the discretionary fund manager managing the funds on behalf of their underlying investors, each of which is an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, Fullgoal AM, HTI and the companies which are members of the same group of HTI and GTJAS.
|
||
|
||
|
||
--- page 39 ---
|
||
– 39 –
|
||
The Fullgoal AM Ultimate Clients for purpose of this placing subscription include: (i) HI-Aktien China 1-SFonds, whose ultimate beneficial owner holding
|
||
30% or more interest is a European pension; (ii) Fullgoal China Growth Select Fund, whose ultimate beneficial owner holding 30% or more interest is Zhao
|
||
Xueming; (iii) Fullgoal China Small-Mid Cap Growth Fund, for which no ultimate beneficial owner holds 30% or more interest; and (iv) Fullgoal China
|
||
Opportunities Fund, whose ultimate beneficial owners holding 30% or more interest are China Everbright Fortune Investment Limited, L Industries Limited
|
||
and Orient Sun Rise Fund Series SPC-Orient Sun Rise Enhanced Balanced Fund Segregated Portfolio.
|
||
3. HTI is the Sponsor-Overall Coordinator and GTJAS is a distributor in connection with the Global Offering. 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, HTI, GTJAS and the companies which are members of the same group of HTI and GTJAS.
|
||
The Haitong AM Ultimate Clients for purpose of this placing subscription include Haitong Opportunity Fund II S.P., for which no ultimate beneficial owner
|
||
holds 30% or more interest.
|
||
4. CITIC Brokerage HK is a distributor of the Global Offering. China AMC HK is a member of the same group of companies as CITIC Brokerage HK and China
|
||
AMC HK is therefore considered as a connected client of CITIC Brokerage HK pursuant to paragraph 1B(7) of Appendix F1 to the Listing Rules. China AMC
|
||
HK will hold the Offer Shares in its capacity as the discretionary fund manager managing on behalf of its underlying clients, each of which is an independent
|
||
third party of the Company, its subsidiaries, its substantial shareholders, China AMC HK, CITIC Brokerage HK and the companies which are members of the
|
||
same group of CITIC Brokerage HK.
|
||
The China AMC HK Ultimate Clients for purpose of this placing subscription include: (i) ChinaAMC Select Greater China Technology Fund, whose ultimate
|
||
beneficial owner holding 30% or more interest is Futu Securities International (Hong Kong) Limited-client account, holding approximately 51.34%; (ii)
|
||
ChinaAMC Fund — China AMC China Opportunities Fund, for which no ultimate beneficial owner holds 30% or more interest; (iii) China AMC China Focus
|
||
Fund, whose ultimate beneficial owner holding 30% or more interest is Manulife (International) Limited, holding approximately 73.13%; (iv) China AMC
|
||
China Growth Fund (SICA V), whose ultimate beneficial owner holding 30% or more interest is Yuanta Securities (HK) Company LTD, holding approximately
|
||
72.71%; and (v) C215, whose ultimate beneficial owner holding 30% or more interest is Hong Kong Monetary Authority, holding 100%.
|
||
|
||
|
||
--- page 40 ---
|
||
– 40 –
|
||
5. CITIC Brokerage HK is a distributor of the Global Offering. CITIC AM will hold the Offer Shares in its capacity as the discretionary fund manager on behalf
|
||
of its underlying client, which is an independent third party. There is no ultimate beneficial owner holding 30% interest or more in such underlying client. To
|
||
the best knowledge of CITIC AM after due enquiry, the underlying client of CITIC AM is an independent third party of CITIC AM and CITIC Brokerage HK,
|
||
and the companies which are members of the same group of companies as CITIC Brokerage HK.
|
||
The CITIC AM Ultimate Client for purpose of this placing subscription includes Meta Chance 2, whose ultimate beneficial owner holding 30% or more
|
||
interest is Song Ke.
|
||
6. Each of UBS AG SG, UBS AG HK and ICBCI is a distributor in connection with the Global Offering. ICBC UBS will hold the Offer Shares in its capacity
|
||
as the discretionary fund manager managing the funds on behalf of a discretionary account, each of whom (and each of whose respective underlying clients)
|
||
is, to the best knowledge of ICBC UBS, an independent third party of the Company, its subsidiaries, its substantial shareholders, ICBC UBS, ICBC UBS
|
||
International, UBS AG SG, UBS AG HK, ICBCI and the companies which are members of the same group of UBS AG SG, UBS AG HK and/or ICBCI.
|
||
There is no ultimate beneficial owner holding 30% interest or more in such underlying client.
|
||
The ICBC UBS Ultimate Clients for purpose of this placing subscription include ICBC Credit Suisse New Economy Flexible Allocation Mixed Securities
|
||
Investment Fund (QDII) (ږQDII)) and ICBC CS Hong Kong Small and Mid Cap Equity Securities
|
||
Investment Fund (QDII) (ږQDII)), for each of which no ultimate beneficial owner holds 30% or more interest.
|
||
ICBC UBS International will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of a discretionary account,
|
||
each of whom (and each of whose respective underlying clients) is, to the best knowledge of ICBC UBS International who is an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, ICBC UBS, ICBC UBS International, UBS AG SG, UBS AG HK, ICBCI and the companies which are
|
||
members of the same group of UBS AG SG, UBS AG HK and/or ICBCI.
|
||
The ICBC UBS International Ultimate Clients for purpose of this placing subscription include: (i) RUIHONG NO1, whose ultimate beneficial owner holding
|
||
30% or more interest is Qiao Weibing; and (ii) RUIHONG NO3, whose ultimate beneficial owner holding 30% or more interest is Alpaca Capital Management
|
||
Limited.
|
||
7. Each of UBS AG SG and UBS AG HK is a distributor of the Global Offering, of which its role is confirmed only after the publication of the Prospectus.
|
||
UBS AM is a cornerstone investor of the Company and is included in this waiver application by virtue of its relationship with UBS AG SG and UBS AG
|
||
HK for completeness. UBS AM will hold the Offer Shares in its capacity as investment manager for and on behalf of the following funds: (i) UBS (Lux)
|
||
Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity Fund — China Opportunity (USD); (iii) UBS (HK) Fund Series — China Opportunity Equity
|
||
(USD); (iv) UBS (Lux) Equity SICA V — All China (USD); (v) UBS (CAY) China A Opportunity; and (vi) certain other segregated accounts and mandates.
|
||
No single ultimate beneficial owner holds 30% or more interest in each of the abovementioned funds. UBS AM is a wholly owned subsidiary of UBS Asset
|
||
Management AG, an investment management company, which is wholly ultimately owned by UBS Group AG, which is a company organized under Swiss law
|
||
as a corporation that has issued shares of common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange (stock code: UBSG) and
|
||
the New York Stock Exchange (stock code: UBS).
|
||
|
||
|
||
--- page 41 ---
|
||
– 41 –
|
||
8. ICBCI is a distributor of the Global Offering, of which its role is confirmed only after the publication of the Prospectus. ICBC Wealth is a cornerstone investor
|
||
of the Company and is included in this waiver application by virtue of its relationship with ICBCI for completeness. ICBC Wealth will hold the Offer Shares
|
||
in its capacity as the investment manager of certain wealth management products under its discretionary management, and no single ultimate beneficial owner
|
||
holds 30% or more interests in such products.
|
||
9. Each of CMBI and CMS is a distributor of the Global Offering. China Merchants Fund will hold the Offer Shares in its capacity as the discretionary fund
|
||
manager managing the Pusheng Global Allocation Fund (the “China Merchants Fund Ultimate Client”) (a mutual fund) on behalf of their investors, of
|
||
which all underlying investors of China Merchants Fund are independent third parties of the Company, its subsidiaries, China Merchants Fund, CMBI and the
|
||
companies which are members of the same group of CMB International Securities Limited. No ultimate beneficial owner holds 30% or more interest therein.
|
||
China Merchants Bank Co., Ltd. and China Merchants Securities Co., Ltd. (“CMSC”) are the ultimate beneficial owners holding 30% or more interest in
|
||
China Merchants Fund.
|
||
10. Each of CMBI and CMS is distributor of the Global Offering. Bosera AM is held as to 55% by Bosera Asset Management Co., Ltd. and 45% by China
|
||
Merchants Fund. CMSC currently holds 49% of the equity interest of Bosera Asset Management Co., Ltd. and 45% of the equity interest of China Merchants
|
||
Fund. CMS is a wholly-owned subsidiary of CMSC. Therefore, Bosera AM is a member of same group of companies as CMS and CMSC. Bosera AM intends
|
||
to subscribe and hold the Offer Shares in its capacity as the discretionary fund manager on behalf of its sub-funds (namely, Bosera Hong Kong Equity Plus
|
||
Fund (SFC Authorised Fund), Bosera Global Select Equity Fund SP, Navigator Technology Limited IPO Mandate, Bosera China New Opportunities Fund
|
||
SP, Bosera Growth Premium Global Equity Strategy Fund SP, KB China Mainland FD Bosera, Bosera Growth Premium Global Equity Strategy Fund SP2,
|
||
Bosera Growth Premium Global Equity Strategy Fund SP3, Fortuna Capital Management IPO Mandate), which are all independent third parties. To the
|
||
best knowledge of Bosera AM after due enquiry, each of the sub-funds and their respective ultimate beneficial owner holding 30% or more interest is an
|
||
independent third party of Bosera AM and each of CMBI and CMS, and the companies which are members of the same group of companies as each of CMBI
|
||
and CMS.
|
||
The Bosera AM Ultimate Clients for purpose of this placing subscription include: (i) Bosera Hong Kong Equity Plus Fund, for which no ultimate beneficial
|
||
owner holds 30% or more interest; (ii) Bosera Global Select Equity Fund SP, whose ultimate beneficial owner holding 30% or more interest is Zhang Lei,
|
||
holding approximately 53.67%; (iii) Navigator Technology Limited IPO Mandate, whose ultimate beneficial owner holding 30% or more interest is Fuhua
|
||
Zheng, holding 100%; (iv) Bosera China New Opportunities Fund SP, for which no ultimate beneficial owner holds 30% or more interest; (v) Bosera Growth
|
||
Premium Global Equity Strategy Fund SP, whose ultimate beneficial owner holding 30% or more interest is Guo Feng, holding approximately 49.00%; (vi)
|
||
KB China Mainland FD Bosera, for which no ultimate beneficial owner holds 30% or more interest; (vii) Bosera Growth Premium Global Equity Strategy
|
||
Fund SP2, whose ultimate beneficial owner holding 30% or more interest is Guangdong Dongfang Precision Science & Technology Co., Ltd (Ticker: 002611
|
||
CH), holding approximately 47.42%; (viii) Bosera Growth Premium Global Equity Strategy Fund SP3, whose ultimate beneficial owner holding 30% or more
|
||
interest is Huang Liya, holding 100%; and (ix) Fortuna Capital Management Limited IPO Mandate, whose ultimate beneficial owner holding 30% or more
|
||
interest is Yang Dehui, holding 100%.
|
||
|
||
|
||
--- page 42 ---
|
||
– 42 –
|
||
11. HTFH is a distributor in connection with the Global Offering. 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. China
|
||
Southern has confirmed that, to the best of their knowledge, each of such underlying clients are independent third parties of China Southern, HTFH and
|
||
the companies which are members of the same group of companies as HTFH. There is no ultimate beneficial owner holding 30% interest or more in such
|
||
underlying client.
|
||
The China Southern Ultimate Clients for purpose of this placing subscription include China Southern Hong Kong Growth Dynamic Allocation Hybrid Fund
|
||
(ৣໄ૿Υ), China Southern Hong Kong Digital Economy Hybrid Initiating Fund (QDII) (ᅰο૿Υ೯ৎ(QDII)), China
|
||
Southern Hong Kong Select Equity Fund (ಥLOF) and China Southern China New Economy (˙ʕอጳ), for each of which no ultimate
|
||
beneficial owner holds 30% or more interest.
|
||
12. HSBC is an overall coordinator in connection with the Global Offering and HSBC Broker Services is a distributor in connection with the Global Offering.
|
||
HSBC AM will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients. Each of the
|
||
underlying clients of HSBC AM is an independent third party of HSBC AM, HSBC and HSBC Broker Services and the companies which are members of the
|
||
same group of HSBC and HSBC Broker Services. There is no ultimate beneficial owner holding 30% interest or more in such underlying client.
|
||
The HSBC AM Ultimate Clients for purpose of this placing subscription include HGIF Asia EXJ EQ Smal (HH), HSHK Asian Small Cap (EQ), HGIF Asia
|
||
Ex Japan EQ (HH), HSBC APXJ EQ V ol FOC (HH), HSBC Pooled AP EXJ EQ (AC), HSBC RAIF AES Angel (HH), HSBC RAIF AES (HH), HGIF Chinese
|
||
Equity (HH), HSBC China Growth FD (HH), HSBC China Momentum (HH), HSBC China Mult-A EQ-OFF and HSBC Pooled Chinese (HH), for each of
|
||
which no ultimate beneficial owner holds 30% or more interest.
|
||
HSBC AM has confirmed that, to the best of their knowledge, each of such underlying clients are independent third parties of HSBC, HSBC AM and the
|
||
companies which are members of the same group of companies as HSBC.
|
||
|
||
|
||
--- page 43 ---
|
||
– 43 –
|
||
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 April 20, 2026 issued
|
||
by Shanghai Xizhi Technology Co., Ltd. (ʮ̡ ) for detailed
|
||
information about the Global Offering described below before deciding whether or not to
|
||
invest in the Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and
|
||
on behalf of the Hong Kong Underwriters), may, in their sole and absolute discretion, upon giving
|
||
notice in writing to the Company, terminate 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 — 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 April 28, 2026).
|
||
|
||
|
||
--- page 44 ---
|
||
– 44 –
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is
|
||
not exercised, based on the Offer Price of HK$183.2 per Offer Share, the expected market
|
||
capitalization of the Company upon the Listing is HK$16,849 million, and the minimum
|
||
prescribed public float percentage applicable to our Shares is 15%. Immediately after the
|
||
completion of the Global Offering, 57,249,661 H Shares, representing approximately 62.25% of
|
||
the issued share capital of our Company, will count towards the public float, thereby satisfying
|
||
the minimum percentage requirement in compliance with Rule 19A.13A(1) of the Listing Rules.
|
||
Based on the final Offer Price of HK$183.2 per H Share, the Company satisfies the free
|
||
float requirement under Rule 19A.13C of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering: (i)
|
||
no placee will, individually, be placed more than 10% of the enlarged issued share capital of the
|
||
Company; (ii) there will not be any new substantial Shareholder (as defined in the Listing Rules)
|
||
of the Company; (iii) the three largest public shareholders of the Company do not hold more than
|
||
50% of the H Shares in public hands at the time of the Listing in compliance with Rules 8.08(3)
|
||
and 8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the
|
||
Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday,
|
||
April 28, 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination described in the section headed “Underwriting —
|
||
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on
|
||
the basis of publicly available allocation details prior to the receipt of H Share certificates or
|
||
prior to the H Share certificates becoming valid evidence of title do so entirely at their own
|
||
risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||
Tuesday, April 28, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9:00 a.m. on Tuesday, April 28, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 15 H Shares each, and the stock code of
|
||
the H Shares will be 01879.
|
||
By order of the Board
|
||
Shanghai Xizhi Technology Co., Ltd.
|
||
ʮ̡
|
||
Dr. Shen Yichen
|
||
Founder, Chairman of the Board,
|
||
Executive Director and Chief Executive Officer
|
||
Hong Kong, April 27, 2026
|
||
The Board comprises Dr. Shen Yichen, Dr. Meng Huaiyu, Mr. Wang Long and Mr. Zhang Hong as executive
|
||
directors, Mr. Yu Ze and Mr. Zhang Kun as non-executive directors, and Dr. Huang Weiping, Dr. Zhao Hang
|
||
and Ms. Xu Lili as independent non-executive directors (to be effective upon Listing).
|