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.
1766 lines
72 KiB
Plaintext
1766 lines
72 KiB
Plaintext
--- page 1 ---
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– 1 –
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “ U.S. Securities Act ”)
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or securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold,
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pledged or otherwise transferred within the United States except pursuant to an exemption from the registration
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requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The securities
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are being offered and sold outside the United States in offshore transactions in accordance with Regulation S
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under the U.S. Securities Act. There will be no public offer of securities in the United States.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
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purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the
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prospectus dated March 12, 2026 (the “ Prospectus ”) issued by Delton Technology (Guangzhou) Inc.
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(ᄿψᄿΥ
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ʮ̡ ) (the “ Company ”) for detailed information about the Global Offering described below before
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deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the
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Offer Shares should be taken solely in reliance on the information in the Prospectus. The Company has not been
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and will not be registered under the U.S. Investment Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as
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those defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and
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on behalf of the Overall Coordinators and the Hong Kong Underwriters) shall be entitled to terminate their
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obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
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events set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong
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Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time)
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on the Listing Date (which is currently expected to be on Friday, March 20, 2026).
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--- page 2 ---
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– 2 –
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Delton Technology (Guangzhou) Inc.
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ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 46,000,000 H Shares
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Number of Hong Kong Offer Shares : 4,600,000 H Shares
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Number of International Offer Shares : 41,400,000 H Shares
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Final Offer Price : HK$71.88 per H Share, plus brokerage of
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1%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and AFRC transaction levy of 0.00015%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 1989
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Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Managers
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(in alphabetical order)
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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– 3 –
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DELTON TECHNOLOGY (GUANGZHOU) INC.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated March 12, 2026 (the “ Prospectus ”)
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issued by Delton Technology (Guangzhou) Inc. (the “ Company ”).
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SUMMARY
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Company information
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Stock code 1989
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Stock short name DELTON
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Dealings commencement date March 20, 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$71.88
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Maximum Offer Price HK$71.88
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Offer Shares and Share Capital
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Number of Offer Shares 46,000,000
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Final Number of Offer Shares in Hong Kong Public Offering 4,600,000
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Final Number of Offer Shares in International Offering 41,400,000
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Number of issued Shares upon Listing 472,446,482
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Number of Offer Shares over-allocated (Note) 0
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Note: There is no over-allotment option in the International Offering, and no stabilization activities will be carried
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out in relation to the Global Offering.
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--- page 4 ---
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– 4 –
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Proceeds
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Gross proceeds (Note) HK$3,306.48 million
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Less: Estimated listing expenses payable based on
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Final Offer Price HK$(121.22) million
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Net proceeds HK$3,185.26 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 202,417
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No. of successful applications 39,425
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Subscription level 1,070.72 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 4,600,000
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Number of Offer Shares reallocated from the International
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Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 4,600,000
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering 10.00%
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Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to
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www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for
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the full list of allottees.
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--- page 5 ---
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– 5 –
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INTERNATIONAL OFFERING
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No. of placees 162
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Subscription Level 14.64 times
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No. of Offer Shares initially available under the International
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Offering 41,400,000
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Number of Offer Shares reallocated to the Hong Kong Public
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Offering 0
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Final no. of Offer Shares under the International Offering 41,400,000
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% of Offer Shares under the International Offering to
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the Global Offering 90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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(a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by
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the Stock Exchange to permit the Company to allocate certain Offer Shares in the International
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Offering to certain Existing Minority Shareholders and/or their close associates, (b) a consent
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under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the
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Company to, among other things, allocate further H Shares in the International Offering to an
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existing Shareholder and/or its close associates and a Cornerstone Investor and/or its close
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associates, and (c) a consent under paragraph 1C(1) of the Placing Guidelines to permit the
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Company to allocate certain Offer Shares in the International Offering to connected clients, (i)
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none of the Offer Shares subscribed by the placees and the public have been financed directly
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or indirectly by the Company, any of the Directors, chief executive of the Company, Controlling
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Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its
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subsidiaries or their respective close associates; and (ii) none of the placees and the public
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who have purchased the Offer Shares are accustomed to taking instructions from the Company,
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any of the Directors, chief executive of the Company, Controlling Shareholders, substantial
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Shareholders, existing Shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition
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of H Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 6 ---
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– 6 –
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The placees in the International Offering include the following:
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Cornerstone Investors
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Cornerstone Investors
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No. of
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Offer Shares
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allocated Note 1
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% of
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Offer Shares
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% of total
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issued share
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capital after
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the Global
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Offering Note 3
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Existing
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shareholders
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or their close
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associates
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China Pinnacle Equity Management Limited
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(“CPE”)
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1,730,100 3.76% 0.37% No
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Yuanfeng Asset Management and GTINV
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(in connection with the Yuanfeng OTC Swaps)
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1,534,300 3.34% 0.32% No
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Shanghai Greenwoods and CITIC Securities
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International Capital Management Limited
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(in connection with CITICS Back-to-back TRS
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and CITICS Client TRS)
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89,200 0.19% 0.02% Yes
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Note 2
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Greenwoods Asset Management Hong Kong
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Limited (“ HK Greenwoods ”)
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3,175,200 6.90% 0.67% No
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UBS Asset Management (Singapore) Ltd.
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(“UBS AM Singapore ”)
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3,264,500 7.10% 0.69% Yes Note 2
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Value Partners Hong Kong Limited and Value
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Partners Limited (“ Value Partners ”)
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3,264,500 7.10% 0.69% No
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Eastspring Investments (Singapore) Limited
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(“Eastspring ”)
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1,632,200 3.55% 0.35% No
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Greater Bay Area Development Fund Management
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Limited (“ GBAHIL ”)
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1,632,100 3.55% 0.35% No
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MY Asian Opportunities Master Fund, L.P.
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(“MY Asian ”)
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1,088,100 2.37% 0.23% No
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Baring Asset Management (Asia) Limited
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(“Barings ”)
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1,088,100 2.37% 0.23% No
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Dajia Life Insurance Co., Ltd. (“ Dajia Life ”) 1,088,100 2.37% 0.23% Yes Note 2
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ICBC Wealth Management Co., Ltd.
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(“ICBC Wealth ”)
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1,088,100 2.37% 0.23% No
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Total 20,674,500 Note 5 44.94% 4.38%
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--- page 7 ---
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– 7 –
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Notes:
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(1) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to
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the relevant investors as placees (if any), please refer to the section headed “Allotment Results Details –
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International Offering – Allotees with Waiver/Consents obtained” in this announcement.
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(2) For details of a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to certain Existing Minority Shareholders and/or their
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close associates as cornerstone investor, please refer to the section headed “Others/Additional Information”
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in this announcement.
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(3) Not taking into account any A Shares held by the relevant investors.
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(4) In addition to the Offer Shares subscribed for as Cornerstone Investors, CPE, Yuanfeng Asset Management
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and GTINV (in connection with the Yuanfeng OTC Swaps), Shanghai Greenwoods and CITIC Securities
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International Capital Management Limited (in connection with CITICS Back-to-back TRS and CITICS
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Client TRS), HK Greenwoods, UBS AM Singapore, GBAHIL, MY Asian, Barings, Dajia Life and ICBC
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Wealth, and/or their close associates, were allocated further Offer Shares as placees in the International
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Offering. Please refer to the section headed “Allotment Results Details – International Offering – Allottees
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with Waivers/Consents Obtained” in this announcement for details. Only the Offer Shares subscribed for
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as Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section
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headed “Lock-up Undertakings – Cornerstone Investors” in this announcement.
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(5) The aggregate number of Offer Shares allocated to Cornerstone Investors is 300 less than that set out in the
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Prospectus due to rounding adjustments during the placing allocation for certain Cornerstone Investors.
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--- page 8 ---
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– 8 –
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Allotees with Waivers/Consents Obtained
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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% of total
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issued share
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capital after
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the Global
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Offering Note 1, 3 Relationship
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Allotees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under
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paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders
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holding 1% or more of the issued share capital of the Company immediately prior to the completion of the Global Offering
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and/or their close associates
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Note 1,3
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E Fund Management Co., Ltd.
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(“E Fund ”)
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91,500 0.199% 0.019% E Fund also manages other
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fund products, each
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holding less than 1% of
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the issued share capital but
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in aggregate holding more
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than 1% of the issued share
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capital of the Company.
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E Fund Management (Hong Kong)
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Co., Ltd. (“ E Fund HK ”)
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6,400 0.014% 0.001% E Fund HK is wholly
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owned by E Fund, which
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also manages other fund
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products, each holding less
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than 1% of the issued share
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capital but in aggregate
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holding more than 1% of
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the issued share capital of
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the Company.
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--- page 9 ---
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– 9 –
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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% of total
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issued share
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capital after
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the Global
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Offering Note 1, 3 Relationship
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Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
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of further H Shares to certain Cornerstone Investors and/or their close associates Note 1
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CSIWM – CPE Growth Fund #1 234,100 0.509% 0.050% A close associate of
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a Cornerstone Investor,
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being CPE
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Note 2
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Guotai Junan Investments
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(Hong Kong) Limited
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– Yuanfeng Wenjian Fund
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310,100 0.674% 0.066% A close associate of
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a Cornerstone Investor,
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being Yuanfeng Asset
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Management
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Note 2
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Greenwood Entities
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– Shanghai Greenwoods and
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CITIC Securities International
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Capital Management Limited (in
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connection with CITICS Back-to-
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back TRS and CITICS Client TRS)
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156,600 0.340% 0.033% A Cornerstone Investor
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Note 2
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– Greenwoods Asset Management
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Hong Kong Limited
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387,600 0.843% 0.082% A Cornerstone Investor Note 2
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Subtotal 544,200 1.183% 0.115%
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UBS AM Singapore 544,100 1.183% 0.115% A Cornerstone Investor
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Note 2
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Mega Prime Development Limited
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– Ruby24 and Poly Platinum
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Enterprises Limited
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272,100 0.592% 0.058% A close associate of
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a Cornerstone Investor,
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being GBAHIL
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Note 2
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MY Asian 181,300 0.394% 0.038% A Cornerstone Investor Note 2
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Barings 181,300 0.394% 0.038% A Cornerstone Investor Note 2
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Dajia Life 181,300 0.394% 0.038% A Cornerstone Investor Note 2
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ICBC Wealth 192,100 0.418% 0.041% A Cornerstone Investor Note 2
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--- page 10 ---
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– 10 –
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Investor
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No. of
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Offer Shares
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allocated
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% of
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Offer Shares
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% of total
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issued share
|
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capital after
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the Global
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Offering Note 1, 3 Relationship
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing
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Applicants in relation to allocations to connected clients Note 1
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CITIC Securities Asset Management
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Company Limited (“ CITIC Asset
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Management ”)
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10,800 0.023% 0.002% Connected client investing
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as a placee
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CITIC Securities Asset management
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(HK) Limited (“ CITIC Asset
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Management HK ”)
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49,000 0.107% 0.010% Connected client investing
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as a placee
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China Asset Management (Hong
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Kong) Limited (“ China AMC HK ”)
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49,000 0.107% 0.010% Connected client investing
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as a placee
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E Fund 91,500 0.199% 0.019% Connected client investing
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as a placee
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E Fund HK 6,400 0.014% 0.001% Connected client investing
|
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as a placee
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GF International Investment
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Management Limited (“ GF
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International ”)
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97,900 0.213% 0.021% Connected client investing
|
||
as a placee
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CITIC Securities International Capital
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Management Limited (“ CSI”)
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675,800 1.469% 0.143% Connected client investing
|
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as a cornerstone investor
|
||
and a placee
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GF Global Capital Limited (“ GFGC”) 168,900 0.367% 0.036% Connected client investing
|
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as a placee
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Huatai Capital Investment Limited
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(“HTCI”)
|
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217,600 0.473% 0.046% Connected client investing
|
||
as a placee
|
||
GF Securities Asset Management
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(Guangdong) Co., Ltd.
|
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(“GF Securities AM ”)
|
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345,800 0.752% 0.073% Connected client investing
|
||
as an asset manager of
|
||
a cornerstone investor
|
||
(being ICBC Wealth) and a
|
||
placee
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Value Partners 3,264,500 7.097% 0.691% Connected client investing
|
||
as a cornerstone investor
|
||
|
||
|
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--- page 11 ---
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– 11 –
|
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Notes:
|
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(1) For details of (a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent
|
||
under paragraph 1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to
|
||
allocate certain Offer Shares in the International Offering to Existing Minority Shareholders and their close
|
||
associates as cornerstone investor; (b) a consent under paragraph 18 of Chapter 4.15 of the Guide for New
|
||
Listing Applicants to permit the Company to allocate certain Offer Shares in the International Offering to
|
||
certain Cornerstone Investors and/or their close associates; and (c) a consent under paragraph 1C(1) of the
|
||
Placing Guidelines to permit the Company to allocate certain Offer Shares in the International Offering to
|
||
connected clients and details of ultimate clients adopting TRS arrangements, please refer to the sub-section
|
||
relating to section headed “Others/Additional Information” in this announcement.
|
||
(2) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the
|
||
number of Offer Shares allocated to the investors as placees in the International Offering. For allocations
|
||
of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed
|
||
“Allotment Results Details – International Offering – Cornerstone Investors” in this announcement.
|
||
(3) Among the Cornerstone Investors, Dajia Life, CSICM and UBSAM Singapore are either Existing Minority
|
||
Shareholders of the Company or their close associates. Among the other allotees, E Fund and E Fund HK
|
||
are either Existing Minority Shareholders of the Company or their close associates. The Stock Exchange has
|
||
granted a 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 to permit H Shares in the International Offering
|
||
to be placed to certain Existing Minority Shareholders and/or their close associates. Please refer to the
|
||
section headed “Waivers from Strict Compliance with the Listing Rules – Allocation of H Shares to Existing
|
||
Minority Shareholders and Their Close Associates” of the Prospectus for details.
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
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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
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing Note 1
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing Note 1
|
||
Last day subject to the lock-up
|
||
undertakings
|
||
Note 2
|
||
|
||
Guangzhou Zhenyun Investment Co., Ltd.
|
||
(“Zhenyun Investment ”)Note 4
|
||
171,142,853 0 0.00% 36.22% September 19, 2026
|
||
(First Sixth-Month Period) Note 1
|
||
March 19, 2027
|
||
(Second Sixth-Month Period) Note 2
|
||
Shenzhen Guangcai Investment
|
||
Partnership (Limited Partnership)
|
||
(“Guangcai Investment ”)
|
||
Note 4
|
||
28,832,734 0 0.00% 6.10% September 19, 2026
|
||
(First Sixth-Month Period) Note 1
|
||
March 19, 2027
|
||
(Second Sixth- Month Period) Note 2
|
||
Shenzhen Guangsheng Investment
|
||
Partnership (Limited Partnership)
|
||
(“Guangsheng Investment ”)
|
||
Note 4
|
||
28,832,734 0 0.00% 6.10% September 19, 2026
|
||
(First Sixth-Month Period) Note 1
|
||
March 19, 2027
|
||
(Second Sixth-Month Period) Note 2
|
||
Notes:
|
||
(1) The Controlling Shareholders may dispose of or transfer H shares after the indicated date subject to that the
|
||
Controlling Shareholders will not cease to be the Controlling Shareholders.
|
||
(2) The Controlling Shareholders will cease to be prohibited from disposing of or transferring H Shares after the
|
||
indicated date.
|
||
(3) In accordance with the relevant Listing Rule /guidance materials, the required lock-up for the first six-month
|
||
period ends on September 19, 2026, and for the second six-month period, on March 19, 2027.
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
(4) For illustrative purposes only, this subsection lists only those members of the Controlling Shareholders
|
||
who hold Shares directly in the Company. Immediately upon the completion of the Global Offering, the
|
||
Company will be held as to (i) approximately 36.22% by Zhenyun Investment, which is owned as to
|
||
99.90% by Mr. Xiao (the spouse of Ms. Liu) and 0.10% by Ms. Liu (the spouse of Mr. Xiao), respectively;
|
||
(ii) approximately 6.10% by Guangsheng Investment, which is controlled by Mr. Xiao by virtue of his
|
||
position as the sole general partner thereof; and (iii) approximately 6.10% by Guangcai Investment, which
|
||
is controlled by Mr. Xiao by virtue of his position as the sole general partner thereof, respectively. Upon
|
||
Listing, each of Mr. Xiao, Ms. Liu, Zhenyun Investment, Guangsheng Investment and Guangcai Investment
|
||
will constitute a group of the Controlling Shareholders and each of them is subject to the same lock-up as
|
||
disclosed above.
|
||
Cornerstone Investors
|
||
Name Note 1
|
||
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
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding
|
||
in Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject to the lock-up
|
||
undertakings Note 2
|
||
|
||
CPE 1,730,100 1,730,100 3.76% 0.37% September 19, 2026
|
||
Yuanfeng Asset Management and
|
||
GTINV(in connection with the
|
||
Yuanfeng OTC Swaps)
|
||
1,534,300 1,534,300 3.34% 0.32% September 19, 2026
|
||
Greenwood Entities
|
||
– Shanghai Greenwoods and CSI (in
|
||
connection with CITICS Back-to-
|
||
back TRS and CITICS Client TRS)
|
||
89,200 89,200 0.19% 0.02% September 19, 2026
|
||
– HK Greenwoods 3,175,200 3,175,200 6.90% 0.67% September 19, 2026
|
||
|
||
Sub-total 3,264,400 3,264,400 7.09% 0.69% /
|
||
UBS AM Singapore 3,264,500 3,264,500 7.10% 0.69% September 19, 2026
|
||
Value Partners 3,264,500 3,264,500 7.10% 0.69% September 19, 2026
|
||
Eastspring 1,632,200 1,632,200 3.55% 0.35% September 19, 2026
|
||
GBAHIL 1,632,100 1,632,100 3.55% 0.35% September 19, 2026
|
||
MY Asian 1,088,100 1,088,100 2.37% 0.23% September 19, 2026
|
||
Barings 1,088,100 1,088,100 2.37% 0.23% September 19, 2026
|
||
Dajia Life 1,088,100 1,088,100 2.37% 0.23% September 19, 2026
|
||
ICBC Wealth 1,088,100 1,088,100 2.37% 0.23% September 19, 2026
|
||
|
||
Sub-total 20,674,500 20,674,500 44.94% 4.38%
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
Notes:
|
||
(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors”
|
||
in the Prospectus.
|
||
(2) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on September
|
||
19, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares
|
||
subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number
|
||
of H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 3,808,600 9.20% 8.28% 3,808,600 0.81%
|
||
Top 5 15,212,500 36.75% 33.07% 15,212,500 3.22%
|
||
Top 10 24,407,300 58.95% 53.06% 24,407,300 5.17%
|
||
Top 25 33,902,200 81.89% 73.70% 33,902,200 7.18%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number
|
||
of H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
Top 1 3,808,600 9.20% 8.28% 3,808,600 8.28% 4,149,301
|
||
Top 5 15,212,500 36.75% 33.07% 15,212,500 33.07% 15,553,201
|
||
Top 10 24,407,300 58.95% 53.06% 24,407,300 53.06% 24,748,001
|
||
Top 25 33,902,200 81.89% 73.70% 33,902,200 73.70% 34,324,301
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0 228,808,321 48.43%
|
||
Top 5 0 0.00% 0.00% 0 308,360,040 65.27%
|
||
Top 10 10,881,700 26.28% 23.66% 10,881,700 330,977,203 70.06%
|
||
Top 25 26,956,900 65.11% 58.60% 26,956,900 359,782,597 76.15%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
|
||
Listing.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made
|
||
by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT POOL A
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
100 69,175 3,459 out of 69,175 applicants to receive 100 shares 5.00%
|
||
200 12,543 797 out of 12,543 applicants to receive 100 shares 3.18%
|
||
300 6,634 485 out of 6,634 applicants to receive 100 shares 2.44%
|
||
400 3,057 247 out of 3,057 applicants to receive 100 shares 2.02%
|
||
500 4,377 382 out of 4,377 applicants to receive 100 shares 1.75%
|
||
600 12,684 1,178 out of 12,684 applicants to receive 100 shares 1.55%
|
||
700 1,845 181 out of 1,845 applicants to receive 100 shares 1.40%
|
||
800 1,647 169 out of 1,647 applicants to receive 100 shares 1.28%
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT POOL A
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
900 1,082 116 out of 1,082 applicants to receive 100 shares 1.19%
|
||
1,000 9,302 1,031 out of 9,302 applicants to receive 100 shares 1.11%
|
||
1,500 4,075 520 out of 4,075 applicants to receive 100 shares 0.85%
|
||
2,000 3,724 525 out of 3,724 applicants to receive 100 shares 0.70%
|
||
2,500 2,603 396 out of 2,603 applicants to receive 100 shares 0.61%
|
||
3,000 2,770 449 out of 2,770 applicants to receive 100 shares 0.54%
|
||
3,500 1,658 284 out of 1,658 applicants to receive 100 shares 0.49%
|
||
4,000 1,862 333 out of 1,862 applicants to receive 100 shares 0.45%
|
||
4,500 1,285 240 out of 1,285 applicants to receive 100 shares 0.42%
|
||
5,000 2,870 555 out of 2,870 applicants to receive 100 shares 0.39%
|
||
6,000 2,297 473 out of 2,297 applicants to receive 100 shares 0.34%
|
||
7,000 1,971 428 out of 1,971 applicants to receive 100 shares 0.31%
|
||
8,000 1,750 398 out of 1,750 applicants to receive 100 shares 0.28%
|
||
9,000 1,413 335 out of 1,413 applicants to receive 100 shares 0.26%
|
||
10,000 9,432 2,315 out of 9,432 applicants to receive 100 shares 0.25%
|
||
20,000 5,928 1,849 out of 5,928 applicants to receive 100 shares 0.16%
|
||
30,000 4,183 1,501 out of 4,183 applicants to receive 100 shares 0.12%
|
||
40,000 2,868 1,136 out of 2,868 applicants to receive 100 shares 0.10%
|
||
50,000 2,523 1,080 out of 2,523 applicants to receive 100 shares 0.09%
|
||
60,000 4,692 2,138 out of 4,692 applicants to receive 100 shares 0.08%
|
||
|
||
180,250 Total number of Pool A successful applicants: 23,000
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT POOL B
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
70,000 6,430 3,601 out of 6,430 applicants to receive 100 shares 0.08%
|
||
80,000 2,108 1,307 out of 2,108 applicants to receive 100 shares 0.08%
|
||
90,000 1,685 1,143 out of 1,685 applicants to receive 100 shares 0.08%
|
||
100,000 5,916 4,346 out of 5,916 applicants to receive 100 shares 0.07%
|
||
200,000 2,593 100 shares plus 634 out of 2,593 applicants to receive
|
||
an additional 100 shares
|
||
0.06%
|
||
300,000 1,337 100 shares plus 928 out of 1,337 applicants to receive
|
||
an additional 100 shares
|
||
0.06%
|
||
400,000 577 200 shares plus 63 out of 577 applicants to receive an additional
|
||
100 shares
|
||
0.05%
|
||
500,000 450 200 shares plus 225 out of 450 applicants to receive
|
||
an additional 100 shares
|
||
0.05%
|
||
600,000 238 200 shares plus 208 out of 238 applicants to receive
|
||
an additional 100 shares
|
||
0.05%
|
||
700,000 146 300 shares plus 34 out of 146 applicants to receive an additional
|
||
100 shares
|
||
0.05%
|
||
800,000 105 300 shares plus 61 out of 105 applicants to receive an additional
|
||
100 shares
|
||
0.04%
|
||
900,000 68 300 shares plus 62 out of 68 applicants to receive an additional
|
||
100 shares
|
||
0.04%
|
||
1,000,000 226 400 shares plus 53 out of 226 applicants to receive an additional
|
||
100 shares
|
||
0.04%
|
||
1,500,000 114 500 shares plus 87 out of 114 applicants to receive an additional
|
||
100 shares
|
||
0.04%
|
||
2,000,000 39 700 shares plus 7 out of 39 applicants to receive an additional
|
||
100 shares
|
||
0.04%
|
||
2,300,000 135 700 shares plus 132 out of 135 applicants to receive
|
||
an additional 100 shares
|
||
0.03%
|
||
|
||
22,167 Total number of Pool B successful applicants: 16,425
|
||
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.
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect
|
||
of which consent has been obtained, the Company has complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its Controlling Shareholders, Directors or syndicate
|
||
members to any placees or the public (as the case may be) and the consideration payable
|
||
by them for each Share of the Company subscribed for or purchased by them is the same
|
||
as the final Offer Price determined by agreement between the Company and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of other Overall Coordinators and the
|
||
Underwriters), in addition to any brokerage, AFRC transaction levy, SFC transaction levy and
|
||
trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Existing Minority Shareholders and their close associates with a
|
||
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 1C(2) of the Placing Guidelines
|
||
As disclosed in the Prospectus, the Company has applied to the Stock Exchange, and the Stock
|
||
Exchange has granted, a waiver from the strict compliance with Rule 10.04 of the Listing
|
||
Rules and a consent under paragraph 1C(2) of the Placing Guidelines to permit the Company to
|
||
allocate such Offer Shares certain Existing Minority Shareholders and their close associates on
|
||
the following conditions:
|
||
(i) the Joint Sponsors shall confirm to the Stock Exchange in writing that:
|
||
(a) each Existing Minority Shareholder to whom our Company may allocate the H
|
||
Shares in the International Offering holds less than 5% of our Company’s voting
|
||
rights prior to the completion of the Global Offering;
|
||
(b) each Existing Minority Shareholder is not, and will not be, a core connected
|
||
person of our Company or any close associate of any such core connected person
|
||
immediately prior to or following the Global Offering;
|
||
(c) none of the Existing Minority Shareholders has the right to appoint any Directors
|
||
and/or any other special rights;
|
||
|
||
|
||
--- page 19 ---
|
||
– 19 –
|
||
(d) allocation to the Existing Minority Shareholders and/or their close associates will
|
||
not affect our Company’s ability to satisfy the public float requirement as prescribed
|
||
under Rule 19A.13A(2) of the Listing Rules, and details of the allocation to the
|
||
Existing Minority Shareholders holding 1% or more of the issued share capital of
|
||
our Company immediately prior to the completion of the Global Offering will be
|
||
disclosed in this Prospectus and/or the allotment results announcement, as the case
|
||
may be;
|
||
(e) to the best of their knowledge and belief, they have no reason to believe that any of
|
||
the Existing Minority Shareholders received any preferential treatment, or is in a
|
||
position to exert influence on our Company to obtain actual or perceived preferential
|
||
treatment in the allocation either as a cornerstone investor or as a placee by virtue
|
||
of their relationship with our Company other than the preferential treatment of
|
||
assured entitlement under a cornerstone investment following the principles set out
|
||
in Chapter 4.15 of the Guide for New Listing Applicants;
|
||
(ii) our Company shall confirm to the Stock Exchange in writing that:
|
||
(a) in the case of participation as cornerstone investors, no preferential treatment
|
||
has been, nor will be, given to the Existing Minority Shareholders or their close
|
||
associates by virtue of their relationship with our Company, other than the
|
||
preferential treatment of assured entitlement under a cornerstone investment
|
||
following the principles set out in Chapter 4.15 of the Guide for New Listing
|
||
Applicants, nor is the Existing Minority Shareholder in a position to exert influence
|
||
on our Company to obtain actual or perceived preferential treatment, and the
|
||
Existing Minority Shareholders or their close associates’ cornerstone investment
|
||
agreements do not contain any material terms which are more favorable to the
|
||
Existing Minority Shareholders or their close associates than those in other
|
||
cornerstone investment agreements; or
|
||
(b) in the case of participation as placees, no preferential treatment has been, nor will
|
||
be, given to the Existing Minority Shareholders or their close associates, nor is the
|
||
Existing Minority Shareholder in a position to exert influence on our Company to
|
||
obtain actual or perceived preferential treatment, by virtue of their relationship with
|
||
our Company in any allocation in the placing tranche; and
|
||
|
||
|
||
--- page 20 ---
|
||
– 20 –
|
||
(iii) in the case of participation as placees, the Overall Coordinators will confirm to the Stock
|
||
Exchange that, to the best of their knowledge and belief, no preferential treatment has
|
||
been, nor will be, given to the Existing Minority Shareholders or their close associates by
|
||
virtue of their relationship with our Company in any allocation in the placing tranche.
|
||
Please refer to the section headed “Waivers from Strict Compliance with the Listing Rules
|
||
– Allocation of H Shares to Existing Minority Shareholders and Their Close Associates” in
|
||
the Prospectus for further details of the waiver and consent. The allocation of Offer Shares to
|
||
such Existing Minority Shareholders is in compliance with all the conditions under the waiver/
|
||
consent granted by the Stock Exchange.
|
||
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates
|
||
with a consent under paragraph 18 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares
|
||
in the International Offering to certain Cornerstone Investors and/or their close associates as
|
||
placees, subject to the following conditions (the “ Size-based Exemption ”):
|
||
(a) the final offering size of the Global Offering will be of a total value of at least HK$1
|
||
billion;
|
||
(b) the Offer Shares a llocated to all existing Shareholders and their close associates as
|
||
permitted under the Size-based Exemption do not exceed 30% of the total number of the
|
||
Shares offered under the Global Offering;
|
||
(c) each Director, chief executive and Controlling Shareholder of the Company confirms that
|
||
no Offer Shares have been allocated to them or their respective close associates under the
|
||
Size-based Exemption;
|
||
(d) the allocation to certain Cornerstone Investors and/or their close associates will not affect
|
||
the Company’s ability to satisfy the public float requirement under Rule 19A.13A(2)) of
|
||
the Listing Rules; and
|
||
(e) details of the allocation to the Cornerstone Investors and/or their close associates under
|
||
the Size-based Exemption will be disclosed in this announcement.
|
||
|
||
|
||
--- page 21 ---
|
||
– 21 –
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to existing Shareholders and/or their close
|
||
associates and Cornerstone Investors, 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 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,
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit each of CSICM, VPHKL,
|
||
VPL and ICBC Wealth to participate in the Global Offering as connected client to participate
|
||
in the Global Offering as a Cornerstone Investor. For details of the consent granted, please
|
||
refer to the section headed “Allotment Results Details – International Offering – Cornerstone
|
||
Investors” in this announcement.
|
||
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 each of CSI, GFGC, HTCI,
|
||
GF Securities AM, CITIC Asset Management, CITIC Asset Management HK, China AMC
|
||
HK, E Fund, E Fund HK and GF International (the “ Connected Clients ”) to participate in
|
||
the Global Offering as connected client to participate in the Global Offering as a placee. The
|
||
allocation of Offer Shares to such connected clients is in compliance with all the conditions
|
||
under the consent granted by the Stock Exchange, including the following:
|
||
The Overall Coordinators shall confirm to the Stock Exchange in writing that:
|
||
(i) Based solely on the information and confirmation provided by the Connected Clients, the
|
||
Shares to be allocated to the Connected Clients will be held by the Connected Clients on
|
||
behalf of independent third parties upon completion of the Global Offering as placee, and
|
||
details of the allocation to the Connect ed Clients are disclosed in the allotment results
|
||
announcement of the Company;
|
||
|
||
|
||
--- page 22 ---
|
||
– 22 –
|
||
(ii) Based on the confirmation provided by CSI, to the best knowledge of CSI after making
|
||
all reasonable enquiries, CSI Ultimate Clients is an independent third party of CSI, CLSA
|
||
and the companies which are members of the same group of CLSA and the identities of the
|
||
ultimate beneficial owners have been disclosed in the Consent Application;
|
||
(iii) Based on the confirmation provided by GFGC, to the best knowledge of GFGC after
|
||
making all reasonable enquiries, GFGC Ultimate Clients is an independent third party
|
||
of GFGC, GF Securities and the companies which are members of the same group of GF
|
||
Securities and the identities of the ultimate beneficial owners have been disclosed in the
|
||
Consent Application;
|
||
(iv) Based on the confirmation provided by GF Securities AM, to the best knowledge of GF
|
||
Securities AM after making all reasonable enquiries, GF Securities AM Ultimate Clients
|
||
is an independent third party of GF Securities AM, GF Securities and the companies
|
||
which are members of the same group of GF Securities and the identities of the ultimate
|
||
beneficial owners have been disclosed in the Consent Application;
|
||
(v) Based on the confirmation provided by HTCI, to the best knowledge of HTCI after
|
||
making all reasonable enquiries, HTCI Ultimate Clients is an independent third party
|
||
of HTCI, Huatai and the companies which are members of the same group of Huatai
|
||
and the identities of the ultimate beneficial owners have been disclosed in the Consent
|
||
Application;
|
||
(vi) To the best of our knowledge and belief, we have no reason to believe that the Connected
|
||
Clients have received or will receive any preferential treatment in the allocation of
|
||
the Offer Shares in the International Offering by virtue of their relationship with the
|
||
respective connected distributor;
|
||
(vii) the background and details of certain collective investments schemes not authorized by
|
||
the SFC, which GF International is investing on behalf of, are disclosed in the allotment
|
||
results announcement of the Company; and
|
||
(viii) The respective connected distributor has not participated, and will not participate, in
|
||
the decision-making process or relevant discussions among the Company, the Overall
|
||
Coordinators and the Underwriters as to allocation of the Offer Shares to CITIC Asset
|
||
Management, CITIC Asset Management HK, China AMC HK, E Fund, E Fund HK and
|
||
GF International.
|
||
|
||
|
||
--- page 23 ---
|
||
– 23 –
|
||
The Company shall confirm to the Stock Exchange in writing that:
|
||
(i) No preferential treatment has been, nor will be, given to the Connected Clients in any
|
||
allocation of the Offer Shares in the International Offering by virtue of their relationship
|
||
with the Connected Distributor; and
|
||
(ii) The respective Connected Distributor has not participated, and will not participate, in the
|
||
decision-making process or relevant discussions relating to allocation of the Offer Shares
|
||
to CITIC Asset Management, CITIC Asset Management HK, China AMC HK, E Fund, E
|
||
Fund HK and GF International.
|
||
Each of the Connected Clients shall confirm to the Stock Exchange in writing that in relation to
|
||
the Shares to be allocated to the Connected Clients, to the best of their knowledge and belief,
|
||
they have not received and will not receive any preferential treatment in the allocation of the
|
||
Offer Shares in the International Offering by virtue of their relationship with the respective
|
||
Connected Distributor.
|
||
In respect of Connected Clients holding the beneficial interest of the Offer Shares on a
|
||
discretionary basis as disclosed below, the respective Connected Distributors shall confirm to
|
||
the Stock Exchange in writing that:
|
||
(i) To the best of their knowledge and belief, no preferential treatment has been, nor will be,
|
||
given to the Connected Clients in any allocation of the Offer Shares in the International
|
||
Offering by virtue of their relationship with the Connected Distributor; and
|
||
(ii) The Connected Distributors have not participated, and will not participate, in the
|
||
decision-making process or relevant discussions among the Company, the Overall
|
||
Coordinators and the Underwriters as to whether the Offer Shares should be allocated to
|
||
its respective Connected Clients.
|
||
In respect of Connected Clients holding the beneficial interest of the Offer Shares on a non-
|
||
discretionary basis as disclosed below, the respective Connected Distributors shall confirm to
|
||
the Stock Exchange in writing that to the best of their knowledge and belief, no preferential
|
||
treatment has been, nor will be, given to the Connected Clients in any allocation of the
|
||
Offer Shares in the International Offering by virtue of their relationship with the respective
|
||
Connected Distributor.
|
||
|
||
|
||
--- page 24 ---
|
||
– 24 –
|
||
Details of the placement to connected clients are set out below:
|
||
No. Connected Distributor Connected Client Relationship
|
||
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
|
||
Maximum
|
||
amount
|
||
of Offer
|
||
Shares to
|
||
be allocated
|
||
to the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the
|
||
Global
|
||
Offering
|
||
|
||
Part A – Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of indepe ndent third parties
|
||
1. CLSA Limited (“ CLSA”) CSI CSI is a member of the
|
||
same group of CLSA.
|
||
Please refer to
|
||
Note (1) below.
|
||
No 586,600 1.275% 0.124%
|
||
2. GF Securities (Hong Kong)
|
||
Brokerage Limited
|
||
(“GF Securities ”)
|
||
GFGC GFGC is a member of
|
||
the same group of GF
|
||
Securities.
|
||
Please refer to
|
||
Note (2) below.
|
||
No 168,900 0.367% 0.036%
|
||
3. Huatai Financial Holdings
|
||
(Hong Kong) Limited
|
||
(“HTFH”)
|
||
HTCI HTCI is a member of
|
||
the same group of
|
||
companies as HTFH.
|
||
Please refer to
|
||
Note (3) below.
|
||
No 217,600 0.473% 0.046%
|
||
4. GF Securities GF Securities AM GF Securities AM is a
|
||
member of the same
|
||
group of companies as
|
||
GF Securities.
|
||
Please refer to
|
||
Note (4) below.
|
||
No 19,400 0.042% 0.004%
|
||
|
||
|
||
--- page 25 ---
|
||
– 25 –
|
||
No. Connected Distributor Connected Client Relationship
|
||
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
|
||
Maximum
|
||
amount of
|
||
Offer Shares
|
||
to be allocated
|
||
to the Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
under the
|
||
Global Offering
|
||
Approximate
|
||
percentage of
|
||
total issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
Part B – Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independen t third parties
|
||
1. CLSA Limited CITIC Asset
|
||
Management Note 5
|
||
CITIC Asset Management is
|
||
a member of the same
|
||
group of companies as
|
||
CLSA.
|
||
No 10,800 0.023% 0.002%
|
||
2. CLSA Limited CITIC Asset
|
||
Management
|
||
HK
|
||
Note 6
|
||
CITIC Asset Management HK
|
||
is a member of the same
|
||
group of companies as
|
||
CLSA.
|
||
No 49,000 0.107% 0.010%
|
||
3. CLSA Limited China AMC HK
|
||
Note 7 China AMC HK is a member
|
||
of the same group of
|
||
companies as CLSA.
|
||
No 49,000 0.107% 0.010%
|
||
4. GF Securities E Fund
|
||
Note 8 E Fund is a member of the
|
||
same group of companies
|
||
as GF Securities.
|
||
No 91,500 0.199% 0.019%
|
||
5. GF Securities E Fund HK
|
||
Note 9 E Fund HK is a member of the
|
||
same group of companies
|
||
as GF Securities.
|
||
No 6,400 0.014% 0.001%
|
||
6. GF Securities GF International
|
||
Note 10 GF International is a member
|
||
of the same group
|
||
of companies as GF
|
||
Securities
|
||
Yes,
|
||
GF International is
|
||
investing on behalf
|
||
of certain collective
|
||
investment schemes.
|
||
Please refer to note
|
||
(1) for background
|
||
and details of such
|
||
schemes.
|
||
Note 11
|
||
97,900 0.213% 0.021%
|
||
Notes:
|
||
(1) CSI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on
|
||
behalf of the ultimate clients of CSI (“ CSI Ultimate Clients ”), on a non-discretionary basis, pursuant to
|
||
which:
|
||
|
||
|
||
--- page 26 ---
|
||
– 26 –
|
||
(i) CSI will act as the single counterpa rty of a back-to-back total re turn swap trans action (the “ CSI
|
||
Back-to-back TRS ”) to be entered into by it in connection with a total return swap order (the “ CSI
|
||
Client TRS ”) placed and fully funded by the CSI Ultimate Client, including Canaan China Flagship
|
||
Fund and and the investment managers (Hover4pi Capital Management, Shenzhen Jingcong Asset
|
||
Management Ltd. (ʮ̡ ), Shanghai Greenwoods Asset Management
|
||
Ltd. (ʮ̡ ), Tibet Longrising Asset Management Co., Ltd. ( Гᔛ๕ᆀ᳅
|
||
ʮ̡ ), Shanghai Panjing Investment Management Center (Limited Partnership) ( ɪ
|
||
Υྫ ), Shanghai Tongyi Investment Management Co., Ltd. ( ɪऎஷ
|
||
ʮ̡ ), Shanghai Gaoyi Asset Management Partnership (Limited Partnership) ( ɪ
|
||
Υྫ )) who act for and on behalf of certain ultimate clients, by
|
||
which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate
|
||
Client.
|
||
(ii) As confirmed by CSI and CLSA, CSI 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 Ultimate Client, on a non-discretionary basis. The CSI Ultimate Client may
|
||
exercise their early termination rights to terminate the CSI Client TRS at any time from the trade date
|
||
of the CSI Client TRS which should be on or after the date on which the Offer Shares are listed on
|
||
the Stock Exchange.
|
||
(iii) Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Client, CSI will
|
||
dispose of the Offer Shares on the secondary market and the CSI Ultimate Client will receive a
|
||
final termination amount of the CSI 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 Back- to-back TRS and the CSI Client TRS. Due to its internal policy, CSI will not
|
||
exercise the voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
|
||
(iv) CSI is not a collective investment schemes which is not authorized by the SFC, nor is expected to
|
||
hold the Offer Shares on behalf of such scheme.
|
||
(v) To the best knowledge of CSI after making all re asonable enquiries, each of the investment managers
|
||
and their ultimate beneficial owner is independent from each of the Company, its subsidiaries,
|
||
substantial shareholders, CSI, CLSA and the companies which are members of the same group of
|
||
CLSA.
|
||
|
||
|
||
--- page 27 ---
|
||
– 27 –
|
||
The details of the CSI Ultimate Client are as follows:
|
||
Investment Manager
|
||
UBOs holding 30%
|
||
or more interest
|
||
in Investment
|
||
Manager Name of CSI Ultimate Clients
|
||
Note
|
||
UBOs holding
|
||
30% or more
|
||
interest in CSI
|
||
Ultimate Clients
|
||
Not applicable Not applicable Canaan China Flagship Fund LIANG Hao
|
||
Hover4pi Capital Management HE Hui Hover4pi Fund I OFC None
|
||
Shenzhen Jingcong Asset
|
||
Management Ltd.
|
||
Zeng Huan ( ಀᛇ) Jingcong Qingfeng 18th Private
|
||
Securities Investment Fund
|
||
(ቜ18ږ)
|
||
Fu Zhaoxia ( ˹ಃᒳ)
|
||
Shanghai Greenwoods Asset
|
||
Management Co., Ltd.
|
||
Jiang Jinzhi ( ᇸᎀқ) Jinglin Fengshou No. 3 Private Fund
|
||
(ᔮϗ3ږ)
|
||
None
|
||
Shanghai Greenwoods Asset
|
||
Management Co., Ltd.
|
||
Jiang Jinzhi ( ᇸᎀқ) Jinglin Fengshou No. 6 Private Fund
|
||
(ᔮϗ6ږ)
|
||
None
|
||
Shanghai Greenwoods Asset
|
||
Management Co., Ltd.
|
||
Jiang Jinzhi ( ᇸᎀқ) Jinglin Fengshou No. 7 Private Fund
|
||
(ᔮϗ7ږ)
|
||
None
|
||
Shanghai Greenwoods Asset
|
||
Management Co., Ltd.
|
||
Jiang Jinzhi ( ᇸᎀқ) Jinglin Jingtai Fengshou Private
|
||
Securities Investment Fund
|
||
(ږ)
|
||
None
|
||
Tibet Longrising Asset Management
|
||
Co., Ltd.
|
||
Zeng Xiaojie
|
||
(ಀወᆎ)
|
||
Longrising Qiangye Private Securities
|
||
Investment Fund
|
||
(ږ)
|
||
Hu Caiyang (ජ)
|
||
Shanghai Panjing Investment
|
||
Management Center (Limited
|
||
Partnership)
|
||
Zhuang Tao ( ᏹ) Panshi Private Securities Investment
|
||
Fund (ږ)
|
||
None
|
||
Shanghai Panjing Investment
|
||
Management Center (Limited
|
||
Partnership)
|
||
Zhuang Tao ( ᏹ) Panjing Xinghe No. 1 Private
|
||
Securities Investment Fund
|
||
(ᆵԯጳձ1ږ)
|
||
Zhuang Tao ( ᏹ)
|
||
Shanghai Panjing Investment
|
||
Management Center (Limited
|
||
Partnership)
|
||
Zhuang Tao ( ᏹ) Panjing Mingsheng Phase 1 Private
|
||
Securities Investment Fund
|
||
(᳅1ږ)
|
||
Zhuang Tao ( ᏹ)
|
||
Shanghai Tongyi Investment
|
||
Management Co., Ltd.
|
||
Chu Yibo (تTongyi Anxin No. 2 Private Equity
|
||
Securities Investment Fund
|
||
(τ㒥2ږ)
|
||
Huang Shilin
|
||
(ර˰ᎌ)
|
||
Shanghai Tongyi Investment
|
||
Management Co., Ltd.
|
||
Chu Yibo (تTongyi Taoli No. 10 Private Equity
|
||
Securities Investment Fund
|
||
(ҽ10ږ)
|
||
None
|
||
|
||
|
||
--- page 28 ---
|
||
– 28 –
|
||
Investment Manager
|
||
UBOs holding 30%
|
||
or more interest
|
||
in Investment
|
||
Manager Name of CSI Ultimate Clients
|
||
Note
|
||
UBOs holding
|
||
30% or more
|
||
interest in CSI
|
||
Ultimate Clients
|
||
Shanghai Tongyi Investment
|
||
Management Co., Ltd.
|
||
Chu Yibo (تTongyi Taoli No. 1 Private Equity
|
||
Securities Investment Fund
|
||
(ҽ1ږ)
|
||
Wang Jing ( ˮ᎑)
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Golden Sun Gaoyi Guolu No. 1
|
||
Chongyuan Fund (˄ජ৷ᆇ
|
||
1ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Ren Hao Youxuan Zhifu
|
||
Private Securities Investment Fund
|
||
(၅ӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Ren Hao Jingxuan Chengze
|
||
Private Securities Investment Fund
|
||
(ዣӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Ren Hao Zhenxuan Chunhe
|
||
Private Securities Investment Fund
|
||
(ձӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Ren Hao Long-Term Value
|
||
Langrun Private Securities
|
||
Investment Fund (ಂᄆ
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Liwei Xinshi Private Fund
|
||
(ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Liwei Jingxuan Weishi Fund
|
||
(ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Guolu Xinyuan Private
|
||
Securities Investment Fund
|
||
(ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Qingrui No. 6 Ruixing Fund
|
||
(৷ᆇᅅ6ږ)
|
||
None
|
||
|
||
|
||
--- page 29 ---
|
||
– 29 –
|
||
Investment Manager
|
||
UBOs holding 30%
|
||
or more interest
|
||
in Investment
|
||
Manager Name of CSI Ultimate Clients
|
||
Note
|
||
UBOs holding
|
||
30% or more
|
||
interest in CSI
|
||
Ultimate Clients
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Qingrui Youxuan Ruize Private
|
||
Securities Investment Fund ( ৷ᆇᅅ
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Qingrui Zhenxuan Fengyuan
|
||
Private Securities Investment Fund
|
||
(৷ᆇᅅጲ፯㋘๕ӷᗇՎҳ༟
|
||
ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi – Xiaofeng No. 1 Ruiyuan
|
||
Securities Investment Fund ( ৷ᆇÑ
|
||
ࢤ1ږ)
|
||
None
|
||
Shanghai Gaoyi Asset Management
|
||
Partnership (Limited Partnership)
|
||
None Gaoyi Xiaofeng No. 2 Zhixin Fund
|
||
(ࢤ2ږ)
|
||
None
|
||
Note: The English names of the CSI Ultimate Clients are not their official names and they are listed for
|
||
identification purpose only.
|
||
(2) GFGC proposes to subscribe for and hold the Offer Shares as a placee under the International Offering
|
||
on a a non-discretionary basis. GFGC and GF Securities Co., Ltd. will enter into a series of cross border
|
||
delta one OTC swap transactions (the “ OTC Swaps ”) with each other and the ultimate clients (the “ GFGC
|
||
Ultimate Clients ”), pursuant to which GFGC 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 GFGC Ultimate Clients being Jing Cong Qing Feng No.18 Private Securities Investment Fund ( ౻
|
||
ቜ18ږwhich is held as to 30% or more interest by Fu Zhaoxia ( ˹ಃᒳ), subject
|
||
to customary fees and commissions. The OTC swaps will be fully funded by the GFGC Ultimate Clients.
|
||
During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by GFGC will be
|
||
passed to the GFGC Ultimate Clients and all economic loss shall be borne by the GFGC Ultimate Clients
|
||
through the OTC Swaps, and GFGC 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 GFGC Ultimate
|
||
Clients may request GFGC to redeem it at their own discretions, upon which GFGC 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 GFGC 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.
|
||
GFGC is not a collective investment schemes which is not authorized by the SFC, nor is expected to hold
|
||
the Offer Shares on behalf of such scheme.
|
||
|
||
|
||
--- page 30 ---
|
||
– 30 –
|
||
(3) 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 one of the Overall Coordinators 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 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 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 Ultimate Client, which in effect, HTCI
|
||
will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Client. HTFH, being
|
||
one of the Overall Coordinators in connection with the Global Offering, and HTCI are indirectly wholly-
|
||
owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH
|
||
pursuant to paragraph 13(7) of the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, Jiangxi Copper (Beijing) International
|
||
Investment Co., Ltd. (the “ Huatai 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, the Huatai Ultimate Client will place a total return
|
||
swap order (the “ Client TRS ”) with Huatai Securities in connection with the Company’s Global Offering
|
||
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 Global
|
||
Offering and subscribes the Offer Shares through placing order with HTFH during the International
|
||
Offering.
|
||
To the best of our knowledge and after making all reasonable enquiries, each of the Huatai Ultimate Client
|
||
is an independent third party of the Company and their respective associates.
|
||
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 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 Ultimate Client through the Back-to-back TRS and the Client TRS and all economic
|
||
loss shall be ultimately borne by the Huatai Ultimate Client. HTCI will not take any economic return or bear
|
||
any economic loss in relation to the Offer Shares.
|
||
|
||
|
||
--- page 31 ---
|
||
– 31 –
|
||
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 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 Ultimate Client would bear the exchange rate
|
||
exposure of the profit and loss on settlement date.
|
||
The Huatai 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 their own discretion. Upon the termination upon maturity or
|
||
early termination of the Client TRS by the Huatai Ultimate Client, HTCI will dispose the Offer Shares
|
||
on the secondary market and the Huatai 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 Ultimate Client intend to extend the investment period, subject to
|
||
further agreement between Huatai Securities and the relevant Huatai 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 Ultimate Client, each being an onshore client who places a
|
||
Client TRS order with Huatai Securities in connection with the Global Offering 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 to are ultimately passed to the Huatai Ultimate Client.
|
||
HTCI is not a collective investment schemes which is not authorized by the SFC.
|
||
(4) The ultimate client of GF Securities AM (“ GF Securities AM Ultimate Client ”) has engaged GF Securities
|
||
AM, an asset manager that is qualified domestic institutional investor as approved by the relevant PRC
|
||
authority, in the name of CIB – GFAM WANXIANG NO.1 ( ᄿ೯༟၍ຬԮ 1ྌ
|
||
QDII)), to subscribe for and hold the Offer Shares as a placee under the International Offering on behalf
|
||
of the GF Securities AM Ultimate Client on a non-discretionary basis (the “ GF Securities AM QDII
|
||
Arrangement ”).
|
||
(5) CITIC Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing the funds on behalf of its investors, each of which is, to the best knowledge of CITIC Asset
|
||
Management, an independent third party of the Company, its subsidiaries, its substantial shareholders,
|
||
CITIC Asset Management, CLSA and the companies which are members of the same group of CLSA.
|
||
|
||
|
||
--- page 32 ---
|
||
– 32 –
|
||
(6) CITIC Asset Management HK will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing the funds on behalf of its investors, each of which is, to the best knowledge of CITIC Asset
|
||
Management HK, an independent third party of the Company, its subsidiaries, its substantial shareholders,
|
||
CITIC Asset Management HK, CLSA and the companies which are members of the same group of CLSA.
|
||
(7) China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager managing the
|
||
funds on behalf of its investors, each of which is, to the best knowledge of China AMC HK, an independent
|
||
third party of the Company, its subsidiaries, its substantial shareholders, China AMC HK, CLSA and the
|
||
companies which are members of the same group of CLSA.
|
||
(8) E Fund will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on
|
||
behalf of its investors, each of which is, to the best knowledge of E Fund, an independent third party of the
|
||
Company, its subsidiaries, its substantial shareholders, E Fund, GF Securities and the companies which are
|
||
members of the same group of GF Securities.
|
||
(9) E Fund HK will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds
|
||
on behalf of its investors, each of which is, to the best knowledge of E Fund HK, an independent third party
|
||
of the Company, its subsidiaries, its substantial shareholders, E Fund HK, GF Securities and the companies
|
||
which are members of the same group of GF Securities.
|
||
(10) GF International will hold the Offer Shares in its capacity as the discretionary fund manager managing the
|
||
funds on behalf of its investors, each of which is, to the best knowledge of GF International, an independent
|
||
third party of the Company, its subsidiaries, its substantial shareholders, GF International, GF Securities
|
||
and the companies which are members of the same group of GF Securities.
|
||
(11) Details of the collective investment schemes which is not authorized by the SFC are as follows:
|
||
No. Fund name
|
||
Types and values
|
||
of assets under
|
||
management
|
||
Whether
|
||
the scheme
|
||
is publicly
|
||
marketed
|
||
Scheme
|
||
establishment
|
||
date
|
||
Identities of
|
||
the general
|
||
partners and
|
||
the 20 largest
|
||
limited partners
|
||
of the scheme
|
||
where
|
||
applicable
|
||
Identity of
|
||
the scheme
|
||
administrator
|
||
Relationships
|
||
among the scheme,
|
||
the ultimate beneficial
|
||
owner(s) of the limited
|
||
partner(s), the largest
|
||
group of the shareholders/
|
||
controlling shareholders
|
||
of the Company,
|
||
and the Company
|
||
|
||
1. GF Luminous Fund Private Fund
|
||
HKD 231 Million
|
||
as of February
|
||
2026
|
||
NO November
|
||
2025
|
||
Not applicable as
|
||
it is a private
|
||
fund
|
||
NuBright Fund
|
||
Services
|
||
Limited
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties of
|
||
GF Securities (Hong Kong)
|
||
Brokerage, the Company and
|
||
the Controlling Shareholders
|
||
of the Company.
|
||
|
||
|
||
--- page 33 ---
|
||
– 33 –
|
||
No. Fund name
|
||
Types and values
|
||
of assets under
|
||
management
|
||
Whether
|
||
the scheme
|
||
is publicly
|
||
marketed
|
||
Scheme
|
||
establishment
|
||
date
|
||
Identities of
|
||
the general
|
||
partners and
|
||
the 20 largest
|
||
limited partners
|
||
of the scheme
|
||
where
|
||
applicable
|
||
Identity of
|
||
the scheme
|
||
administrator
|
||
Relationships
|
||
among the scheme,
|
||
the ultimate beneficial
|
||
owner(s) of the limited
|
||
partner(s), the largest
|
||
group of the shareholders/
|
||
controlling shareholders
|
||
of the Company,
|
||
and the Company
|
||
|
||
2. GF Vision Fund Private Fund
|
||
HKD 81 Million
|
||
as of March 2026
|
||
NO March 2026 Not applicable as
|
||
it is a private
|
||
fund
|
||
NuBright Fund
|
||
Services
|
||
Limited
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties of
|
||
GF Securities (Hong Kong)
|
||
Brokerage, the Company and
|
||
the Controlling Shareholders
|
||
of the Company.
|
||
3. Golden Stone Fund Private Fund
|
||
HKD 49 Million
|
||
as of February
|
||
2026
|
||
NO November
|
||
2025
|
||
Not applicable as
|
||
it is a private
|
||
fund
|
||
NuBright Fund
|
||
Services
|
||
Limited
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties of
|
||
GF Securities (Hong Kong)
|
||
Brokerage, the Company and
|
||
the Controlling Shareholders
|
||
of the Company.
|
||
4. Golden Fortune
|
||
Opportunity Fund
|
||
Private Fund
|
||
HKD 45 Million
|
||
as of February
|
||
2026
|
||
NO November
|
||
2013
|
||
Not applicable as
|
||
it is a private
|
||
fund
|
||
ICBC (Aisa)
|
||
Trustee
|
||
Company
|
||
Limited
|
||
The scheme and ultimate
|
||
beneficial owners are
|
||
independent third parties of
|
||
GF Securities (Hong Kong)
|
||
Brokerage, the Company and
|
||
the Controlling Shareholders
|
||
of the Company.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of
|
||
this announcement, make no representation as to its accuracy or completeness and expressly
|
||
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the
|
||
whole or any part of the contents of this announcement.
|
||
|
||
|
||
--- page 34 ---
|
||
– 34 –
|
||
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 doe s not constitute or form a part of any
|
||
offer or solicitation to purchase or subscribe for securities in the United States. The securities
|
||
mentioned herein have not been, and will not be, registered under the United States Securities
|
||
Act of 1933, as amended (the “ U.S. Securities Act ”). The securities may not be offered or sold
|
||
in the United States except pursuant to an exemption from the registration requirements of the
|
||
U.S. Securities Act and in compliance with any applicable state securities laws, or outside the
|
||
United States unless in compliance with Regulation S under the U.S. Securities Act. There will
|
||
be no public offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions
|
||
in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated March 12, 2026 issued by Delton
|
||
Technology (Guangzhou) Inc. for detailed information about the Global Offering described
|
||
below before deciding whether or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of the Overall Coordinators and the
|
||
Hong Kong Underwriters) shall be entitled to terminate its 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 Friday, March 20,
|
||
2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, the H Shares expected to be held
|
||
by the public have an expected value of approximately HK$3.31 billion (calculated based on the
|
||
Offer Price of HK$71.88 per H Share), which is higher than the prescribed market value of the
|
||
H Shares required to be held by the public of HK$3 billion under Rule 19A.13A(2). Based on
|
||
the above, it is expected that our Company will satisfy the public float requirements as required
|
||
under Rule 19A.13A(2) of the Listing Rules.
|
||
|
||
|
||
--- page 35 ---
|
||
– 35 –
|
||
Considering that the final Offer Price is fixed at the Offer Price of HK$71.88 per Offer Share,
|
||
save for 20,674,500 H Shares (representing 4.38% of our total issued Shares immediately upon
|
||
completion of the Global Offering) to be issued to the cornerstone investors that are subject to
|
||
disposal restrictions for a period of six months from the Listing Date, the remaining 25,325,500
|
||
H Shares with an expected market capitalization of approximately HK$1,820.40 million,
|
||
which is higher than HK$600 million under Rule 19A.13C, will not be subject to any disposal
|
||
restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the time
|
||
of the Listing. Our Company will satisfy 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 immediately after the Global Offering; (ii) there will not be any new substantial
|
||
Shareholder immediately after the Global Offering; (iii) the three largest public shareholders
|
||
of the Company do not hold more than 50% of the H shares in public hands at the time of the
|
||
Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at
|
||
least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing
|
||
Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, March
|
||
20, 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.
|
||
|
||
|
||
--- page 36 ---
|
||
– 36 –
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday,
|
||
March 20, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Friday, March 20, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
|
||
be 1989.
|
||
By order of the Board
|
||
Delton Technology (Guangzhou) Inc.
|
||
Xiao Hongxing
|
||
Chairman of the Board
|
||
Hong Kong, March 19, 2026
|
||
As of the date of this announcement, the Board comprises Mr. Xiao Hongxing, Ms. Zeng Hong
|
||
and Mr. Peng Jinghui as executive directors, Ms. Liu Jinchan as non-executive director, and
|
||
Ms. Chen Limei, Ms. Li Ying and Dr. Shi Ling as independent non-executive directors.
|