hk-ipo/data/extracted_text/02026/allotment_results_2025-11-05_2025110502018.txt

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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
defined in the prospectus dated Tuesday, October 28, 2025 (the “Prospectus ”) of Pony AI Inc. (the “Company ”).
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
Shares should be taken solely in reliance on the information provided in the Prospectus.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of Columbia). This
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the
U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares are being offered
and sold (i) outside the United States in offshore transactions in accordance with Regulation S and (ii) not to “U.S.
persons ” (as defined in Rule 902(k) of Regulation S ( “Regulation S ”) under the U.S. Securities Act of 1933, as
amended (the “Securities Act ”)) and not for the account or benefit of U.S. persons. The Offer Shares are not being
offered to individuals who hold solely a U.S. passport without also holding a valid Hong Kong identification card.
During the forty (40)-day period, commencing from 8:00 a.m. on November 6, 2025, Hong Kong time (7:00 p.m.
Eastern Time on November 5, 2025) and ending at 0:00 a.m. on December 17, 2025, Hong Kong time (11:00 a.m.
Eastern Time on December 16, 2025), both dates inclusive, (the “Distribution Compliance Period ”), no Shares issued
in the Global Offering will be accepted by the depositary for deposit in the existing ADR facility of the Company and
no such Shares can be offered or sold into the United States or to any U.S. persons or for the account or benefit of U.S.
persons. Investors participating in the Global Offering will need to agree and confirm that, in respect of their interest
in the Shares that they are purchasing in the Global Offering, that in the United States (as defined in Regulation S)
they have not engaged in, and will not prior to the expiration of the Distribution Compliance Period engage in, any
hedging transaction (whether executed through a sale of the Shares and/or American Depositary Shares representing
interests in the Company ’s Class A ordinary shares or any derivative instruments), whether such hedging transaction is
or was engaged in directly by the investors or any person having a beneficial interest in such Shares, or by any person
acting on the investors ’ or their behalf.
Investors may continue to trade the Company ’s Class A ordinary shares, including the Offer Shares, on the Hong Kong
Stock Exchange prior to the expiration of the Distribution Compliance Period, pursuant to Rule 904 of Regulation S
or any other applicable exemption from the registration requirements under the U.S. Securities Act, including Section
4(a)(1) of the Securities Act, but transactions that do not comply with these restrictions could cause the investor
conducting such non-compliant transaction to violate the Securities Act. Investors should seek independent legal
advice before undertaking any such transaction. See the section headed “How to Apply for Hong Kong Offer Shares –
A. Application for Hong Kong Offer Shares – 6. Terms and Conditions of an Application ” in the Prospectus.


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Because the Company has equity securities listed and traded in the United States and the Global Offering will not
be registered under the Securities Act, the measure implemented to ensure the Global Offering ’s compliance with
Regulation S are more extensive than those applied to most offerings and listings on The Stock Exchange of Hong
Kong. For a description of these measures, see the section headed “Structure of the Global Offering – The Global
Offering ” in the Prospectus.
In connection with the Global Offering, Goldman Sachs (Asia) L.L.C., as the stabilizing manager (the “Stabilizing
Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with
a view to stabilizing or supporting the market price of the Class A Ordinary Shares at a level higher than that which
might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing
Manager (or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a)
will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the
Stabilizing Manager (or any person acting for it) reasonably regards as the best interest of our Company, (b) may
be discontinued at any time, and (c) is required to be brought to an end within 30 days after the last day for lodging
applications under the Hong Kong Public Offering (which is Wednesday, December 3, 2025). Such stabilization
action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the Class A
Ordinary Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on
Wednesday, December 3, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong
Public Offering. After this date, when no further stabilizing action may be taken, demand for the Class A Ordinary
Shares and therefore the price of the Class A Ordinary Shares, could fall.
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ”
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
be on Thursday, November 6, 2025).
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks
of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not
necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence
over the outcome of Shareholders ’ resolution. For further information about the risks associated with the Company ’s
WVR structure, please refer to the section headed “Risk Factors {  Risks Related to the Global Offering and the
Dual Listing. ” Prospective investors should make the decision to invest in the Company only after due and careful
consideration.


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Pony AI Inc.
ʃ৵౽Б *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 48,249,000 Offer Shares (taking into
 account the full exercise of the Offer
 Size Adjustment Option and subject to
 the Over-allotment Option)
Number of Hong Kong Offer Shares : 4,195,600 Offer Shares
Number of International Offer Shares : 44,053,400 Offer Shares (taking into
 account the full exercise of the Offer
 Size Adjustment Option and subject to
 the Over-allotment Option)
Final Offer Price : HK$139.00 per Offer Share, plus brokerage
 of 1.0%, SFC transaction levy of
 0.0027%, AFRC transaction levy of
 0.00015% and Stock Exchange trading
 fee of 0.00565% (payable in full on
 application in Hong Kong dollars and
 subject to refund)
Nominal Value : US$0.0005 per Offer Share
Stock Code : 2026
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner
and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
* For identification purpose only


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Pony AI Inc./ ʃ৵౽Б *
ANNOUNCEMENT OF ALLOTMENT RESULTS
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Class A
Ordinary Shares could move substantially even with a small number of the Class A
Ordinary Shares traded and should exercise extreme caution when dealing in the Class A
Ordinary Shares.
SUMMARY
Company information
Stock code 2026
Stock short name PONY-W
Dealings commencement date November 6, 2025*
* see note at the end of the announcement
Price Information
Final Public Offer Price and International Offer Price (the
“Offer Price ”)
HK$139.00
Maximum Public Offer Price HK$180.00
Offer Shares and Share Capital*
Number of Offer Shares (taking into account the full exercise
of the Offer Size Adjustment Option)
48,249,000
Final Number of Offer Shares in Hong Kong Public Offering 4,195,600
Final Number of Offer Shares in International Offering
(taking into account the full exercise of the Offer Size
Adjustment Option)
44,053,400
Number of issued Shares upon Listing (before exercise of the
Over-allotment Option)
433,541,553
* without taking into account any exercise of the Over-allotment Option.
The number of Offer Shares above is determined after taking into account the additional Offer
Shares issued under the following Offer Size Adjustment Option.
* For identification purpose only


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Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 6,293,300
– Hong Kong Public Offering N/A
– International Offering 6,293,300
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
is issuing and allotting 6,293,300 additional Offer Shares, representing approximately 15% of
the total number of Offer Shares initially available under the Global Offering, at the final Offer
Price.
Over-allocation
No. of Offer Shares over-allocated 7,237,300
Such over-allocation may be covered by exercising the Over-allotment Option or by making
purchases in the secondary market at prices that do not exceed the Offer Price or through
deferred delivery or a combination of these means. In the event the Over-allotment Option is
exercised, an announcement will be made on the Stock Exchange ’s website.
Proceeds
Gross proceeds (Note) HK$6,706.61 million
Less:  Estimated listing expenses payable based on Final
Offer Price
HK$252.25 million
Net proceeds HK$6,454.36 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. In the
event that the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds
on a pro rata basis.


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ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
No. of valid applications 37,062
No. of successful applications 21,421
Subscription level 15.88 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Hong Kong
Public Offering
4,195,600
No. of Offer Shares reallocated from the International Offering
(claw-back)
N/A
Final no. of Offer Shares under the Hong Kong Public
Offering (after reallocation)
4,195,600
% of Offer Shares under the Hong Kong Public Offering to
the Global Offering
8.70%
Note: For details of the final allocation of Offer Shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment  to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
for the full list of allottees.


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INTERNATIONAL OFFER
No. of placees 122
Subscription level (before taking into account the Offer Size
Adjustment Option)
7.72 times
No. of Offer Shares initially available under the International
Offering
37,760,100
No. of Offer Shares reallocated to the Hong Kong Public
Offering (claw-back)
N/A
Final no. of Offer Shares under the International Offering
(after the full exercise of the Offer Size Adjustment Option)
44,053,400
% of Offer Shares under the International Offer to the Global
Offering
91.30%
The Directors confirm that, to the best of their knowledge, information and belief, save for
(a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
paragraph 1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by
the Stock Exchange to permit Offer Shares in the International Offering to be placed to certain
Permitted Existing Shareholders and/or their close associates; and (b) a consent under paragraph
18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among
other things, allocate further Offer Shares in the International Offering to Cornerstone Investors,
(i) none of the Offer Shares subscribed by the placees and the public have been financed
directly or indirectly by the Company, any of the Directors, chief executive of the Company, the
controlling shareholder, substantial shareholders, existing shareholders of the Company or any
of its subsidiaries or their respective close associates; and (ii) none of the placees and the public
who have purchased the Offer Shares are accustomed to taking instructions from the Company,
any of the Directors, chief executive of the Company, the controlling shareholder, substantial
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
close associates in relation to the acquisition, disposal, voting or other disposition of the Class A
Ordinary Shares registered in his/her/its name or otherwise held by him/her/it.


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The placees in the International Offering include the following:
Cornerstone Investors
Investor Note 1
No. of Offer
Shares allocated
% of Offer Shares
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class A
Ordinary Shares
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital
after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note 2
Existing
shareholders
or their close
associates
Eastspring Investments (Singapore) Limited
(“Eastspring ”)
1,117,800 2.32% 0.32% 0.26% No
Ghisallo Fund Master Ltd ( “Ghisallo ”) 2,794,600 5.79% 0.79% 0.64% Yes
Athos Capital Limited ( “Athos”) 1,397,300 2.90% 0.40% 0.32% No
Hel Ved Master Fund ( “Hel Ved ”) 838,400 1.74% 0.24% 0.19% Yes
Ocean Arete Limited ( “Ocean Arete ”) 558,900 1.16% 0.16% 0.13% No
Notes:
1. In addition to the Offer Shares subscribed for as Cornerstone Investors, Ghisallo, Athos, Hel Ved, and Ocean Arete were allocated further Offer Shares as placees in the International
Offering. Please refer to the section headed “Allotment Results Details – International Offer – Allotees with Waivers/Consents Obtained ” in this announcement for details. Only the
Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone
Investors ” in this announcement.
2. Only taking into account the Offer Shares allocated to the relevant investors under the Global Offering.


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Allotees with Waivers/Consents Obtained
Investor
No. of Offer
Shares allocated
% of Offer Shares
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class A
Ordinary Shares
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital
after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note 3 Relationship
Allotees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further Offer Shares to
Cornerstone Investors Note 1
Ghisallo 1,125,000 2.33% 0.32% 0.26% The investor is one
of the Cornerstone
Investors
Athos 1,000,000 2.07% 0.28% 0.23% The investor is one
of the Cornerstone
Investors
Hel Ved 450,000 0.93% 0.13% 0.10% The investor is one
of the Cornerstone
Investors
Ocean Arete 280,000 0.58% 0.08% 0.06% The investor is one
of the Cornerstone
Investors
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations to connected clients Note 2
CITIC Securities International Capital
Management Limited
165,000 0.34% 0.05% 0.04% Connected client
Notes:
1. 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
bookbuilding placing tranche 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 Offer – Cornerstone Investors ” in this announcement. For details of the consent under Chapter 4.15 of the Guide for New Listing Applicants
in relation to allocations of further Offer Shares to Cornerstone Investors and/or their respective close associates, please refer to the section headed “Others/Additional Information –
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with consent under Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients,
please refer to the section headed “Others/Additional Information – Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines ” in this
announcement.
3. Only taking into account the Offer Shares allocated to the relevant investors under the Global Offering.


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LOCK-UP UNDERTAKINGS
Controlling Shareholder
Name
Number of Shares
held in the Company
subject to lock-up
undertakings upon
Listing
% of total issued Shares
after the Global Offering
upon Listing (after
taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming the Over-
allotment Option is not
exercised)
Last day subject
to the lock-up
undertakings Note 2
Dr. Jun Peng
 ( “Dr. Peng ”)
60,000,000 Class B
Ordinary Shares Note 1
13.84% May 5, 2026 (First
Six-month Period) Note 3
November 5, 2026
(Second Six-month
Period)Note 4
Notes:
1. The Class B Ordinary Shares are held (i) by Dr. Peng, (ii) under each of the Alicia Peng Irrevocable Trust
and Selena Peng Irrevocable Trust, and (iii) under the Voting Trust. Dr. Peng and his spouse are the settlors
of both Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust, and family member of Dr. Peng
is the beneficiary. Both Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust are controlled by
Dr. Peng as the sole investment advisor who is entitled to exercise his sole power to direct the exercise of
any voting and other rights attached to the trust funds held under the trusts (including the Class B Ordinary
Shares held thereunder). The Voting Trust was set up by Dr. Peng as its sole trustee, with Dr. Peng and his
family member being the beneficiaries.
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
period ends on May 5, 2026 and for the second six-month period ends on November 5, 2026.
3. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the
Controlling Shareholder will not cease to be a Controlling Shareholder.
4. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the
indicated date.


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Cornerstone Investors
Name
Number of
Shares held in
the Company
subject to lock-up
undertakings
upon Listing
% of total issued
Class A Ordinary
Shares (after
taking into account
the full exercise
of the Offer Size
Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)
% of total issued
Shares after the
Global Offering
upon Listing (after
taking into account
the full exercise
of the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Last day subject
to the lock-up
undertakings Note 1
Eastspring 1,117,800 0.32% 0.26% May 5, 2026
Ghisallo 2,794,600 0.79% 0.64% May 5, 2026
Athos 1,397,300 0.40% 0.32% May 5, 2026
Hel Ved 838,400 0.24% 0.19% May 5, 2026
Ocean Arete 558,900 0.16% 0.13% May 5, 2026
Total 6,707,000 1.90% 1.55%
Note:
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on May 5, 2026. The
Cornerstone Investors will cease to be prohibited from disposing of or transferring the Class A Ordinary Shares
subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date.


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PLACEE CONCENTRATION ANALYSIS** Placees*
Number of
Class A Ordinary
Shares allotted
Allotment as % of the International
Offering (assuming no exercise of the Over-
allotment Option)
Allotment as % of the International
Offering (assuming the Over-allotment
Option is fully exercised and new Class A
Ordinary Shares are
issued)
Allotment as % of
total Offer
Shares
(assuming no exercise of the Over-
allotment Option)
Allotment as % of
total Offer
Shares
(assuming the Over-allotment
Option is fully
exercised and new Class A Ordinary Shares are
issued)
Number of Class A Ordinary Shares held
upon
Listing ***
% of total issued Class A Ordinary Shares upon
Listing
(assuming no exercise of the Over-
allotment Option)
% of total issued Class A Ordinary Shares upon
Listing
(assuming the Over-allotment Option is
fully
exercised and new Class A Ordinary Shares are
issued)
% of total issued share capital upon
Listing
(assuming no exercise of the Over-
allotment Option)
% of total issued share capital upon
Listing
(assuming the Over-allotment Option is
fully
exercised and new Class A Ordinary Shares are
issued)
Top 1 6,150,000 13.96% 11.99% 12.75% 11.08% 6,150,000 1.74% 1.71% 1.42% 1.40%
Top 5 23,016,900 52.25% 44.88% 47.70% 41.48% 26,915,361 7.64% 7.48% 6.21% 6.11%
Top 10 30,960,300 70.28% 60.36% 64.17% 55.80% 35,386,740 10.04% 9.84% 8.16% 8.03%
Top 25 42,497,000 96.47% 82.86% 88.08% 76.59% 47,042,059 13.35% 13.08% 10.85% 10.67%
Notes:* Ranking of placees is based on the number of Offer Shares allotted to the placees.** Taking into account the full exercise of the Offer Size Adjustment Option.*** Representing the number of Class A Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry considering the Class A Ordinary Shares have been listed on the Nasdaq.


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BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
the public will be conditionally allocated on the basis set out below:
POOL A
NO. OF OFFER
SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF
THE TOTAL
NO. OF OFFER
SHARES
APPLIED FOR
100 20,756 11,416 out of 20,756 to receive 100 Shares 55.00%
200 5,195 3,073 out of 5,195 to receive 100 Shares 29.58%
300 1,397 828 out of 1,397 to receive 100 Shares 19.76%
400 540 321 out of 540 to receive 100 Shares 14.86%
500 1,252 745 out of 1,252 to receive 100 Shares 11.90%
600 673 401 out of 673 to receive 100 Shares 9.93%
700 249 149 out of 249 to receive 100 Shares 8.55%
800 236 142 out of 236 to receive 100 Shares 7.52%
900 145 88 out of 145 to receive 100 Shares 6.74%
1,000 2,516 1,527 out of 2,516 to receive 100 Shares 6.07%
1,500 582 354 out of 582 to receive 100 Shares 4.05%
2,000 604 368 out of 604 to receive 100 Shares 3.05%
2,500 207 127 out of 207 to receive 100 Shares 2.45%
3,000 320 197 out of 320 to receive 100 Shares 2.05%
3,500 129 80 out of 129 to receive 100 Shares 1.77%
4,000 172 107 out of 172 to receive 100 Shares 1.56%
4,500 149 93 out of 149 to receive 100 Shares 1.39%
5,000 336 210 out of 336 to receive 100 Shares 1.25%
6,000 232 146 out of 232 to receive 100 Shares 1.05%
7,000 107 68 out of 107 to receive 100 Shares 0.91%
8,000 93 60 out of 93 to receive 100 Shares 0.81%
9,000 49 32 out of 49 to receive 100 Shares 0.73%
10,000 478 313 out of 478 to receive 100 Shares 0.65%
20,000 202 133 out of 202 to receive 100 Shares 0.33%
Total 36,619 Total number of Pool A successful applicants: 20,978


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POOL B
NO. OF OFFER
SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF
THE TOTAL
NO. OF OFFER
SHARES
APPLIED FOR
30,000 202 4,400 Shares plus 118 out of 202 to receive additional 100
Shares
14.86%
40,000 45 4,600 Shares 11.50%
50,000 40 4,700 Shares 9.40%
60,000 28 4,800 Shares 8.00%
70,000 23 4,900 Shares 7.00%
80,000 13 5,000 Shares 6.25%
90,000 3 5,100 Shares 5.67%
100,000 48 5,200 Shares 5.20%
200,000 17 5,300 Shares 2.65%
300,000 10 5,400 Shares 1.80%
400,000 3 5,500 Shares 1.38%
500,000 2 5,600 Shares 1.12%
600,000 1 5,700 Shares 0.95%
700,000 2 5,800 Shares 0.83%
1,000,000 2 5,900 Shares 0.59%
1,500,000 1 6,000 Shares 0.40%
2,097,800 3 6,100 Shares 0.29%
Total 443 Total number of Pool B successful applicants: 443
As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
Investors should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Class A Ordinary Shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for
or purchased by them is the same as the final Offer Price in addition to any brokerage, AFRC
transaction levy, SFC transaction levy and trading fee payable.


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OTHERS/ADDITIONAL INFORMATION
Offer Size Adjustment Option
The Offer Size Adjustment Option has been exercised by the Overall Coordinators in full, pursuant
to which the Company is issuing and allotting 6,293,300 additional Offer Shares, representing
approximately 15% of the total number of Offer Shares initially available under the Global
Offering, at the final Offer Price.
Accordingly, the total number of Offer Shares finally available under the Global Offering (after
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option) that would be allotted and issued by the Company is 48,249,000
Offer Shares and the total issued share capital of the Company upon Listing (after taking into
account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option) will be 433,541,553 Shares (assuming that (i) no further Shares are issued
pursuant to the 2016 Share Plan between the Latest Practicable Date and the completion of the
Global Offering, and (ii) no Class B Ordinary Shares are converted into Class A Ordinary Shares
between the Latest Practicable Date and the Listing Date).
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with
consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in
the International Offering to certain Cornerstone Investors as placees (the “Size-based Exemption
Participants ”), subject to the following conditions (the “Size-based Exemption ”):
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
value of at least HK$1 billion;
(b) the Offer Shares allocated to the Size-based Exemption Participants who are existing
shareholders and/or their close associates (whether as Cornerstone Investors and/or as
placees) as permitted under this exemption do not exceed 30% of the total number of Offer
Shares offered under the Global Offering;
(c) each Director, chief executive and Controlling Shareholder of the Company confirms that
no securities have been allocated to them or their respective close associates under the Size-
based Exemption;
(d) the allocation to Size-based Exemption Participants will not affect the Company ’s ability to
satisfy its public float requirement under Rule 8.08(1) of the Listing Rules; and
(e) details of the allocation to Size-based Exemption Participants under the Size-based Exemption
will be disclosed in this announcement.
For details of the allocations of Offer Shares to Cornerstone Investors, please refer to the section
headed “Allotment Results Details – International Offering – Allotees with Waivers/Consents
Obtained ” in this announcement.


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16
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of their connected distributors pursuant to the
Placing Guidelines.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected clients. The allocation of
Offer Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of
the placement to connected clients are set out below:No.
Connected Distributor
Connected Client
Relationship
Whether the connected clients will hold the beneficial interests of the Offer Shares on a non-discretionary basis or discretionary basis for independent third parties
Number of Offer Shares to be allocated to the Connected Client
Approximate percentage of total number of Offer Shares under the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option and assuming no exercise of the Over-allotment Option)
Approximate percentage of total issued share capital immediately following the completion of the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option and assuming the Over-allotment Option is not
exercised)
1. CLSA Limited
(“CLSA”)1
CITIC
Securities
International
Capital
Management
Limited
(“CSICM”)
Both CLSA and CSICM are indirect wholly-
owned subsidiaries of CITIC Securities Company
Limited ( “CITIC Securities ”), the A shares of
which are listed on the Shanghai Stock Exchange
(stock code: 600030), the H shares of which are
listed on the Stock Exchange (stock code: 6030).
Therefore, CSICM is a member of the same group
of companies as CLSA.
Non-discretionary basis 165,000 0.34% 0.04%
Note:1. CSICM will enter into a series of cross border OTC swap transactions (the
“OTC Swaps
”) with the investment managers (collectively, the
“CSICM Investment
Managers
”), who act for and on behalf of certain ultimate clients (collectively, the
“CSICM Ultimate Clients
”), pursuant to which CSICM will hold the Offer
Shares to be subscribed for and on behalf of the CSICM Investment Managers 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 CSICM Ultimate Clients, subject to customary fees and commissions. CSICM will not take part in any economic returns or bear any economic losses in relation to the Offer Shares. The OTC Swaps will be fully funded by the CSICM Ultimate Clients.To the best of CSICM
’s knowledge and after making all reasonable enquiries, each of the CSICM Investment Managers and their ultimate beneficial owner is
independent from each of the Company, its subsidiaries, the controlling shareholder, and substantial shareholders.


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17
DISCLAIMERS
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any state of the United States and
the District of Columbia). This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.
The Offer Shares are being offered and sold (i) outside the United States in offshore transactions
in accordance with Regulation S and (ii) not to “U.S. persons ” (as defined in Rule 902(k) of
Regulation S ( “Regulation S ”) under the U.S. Securities Act of 1933, as amended (the “Securities
Act”)) and not for the account or benefit of U.S. persons. The Offer Shares are not being offered to
individuals who hold solely a U.S. passport without also holding a valid Hong Kong identification
card. During the forty (40)-day period, commencing from 8:00 a.m. on November 6, 2025, Hong
Kong time (7:00 p.m. Eastern Time on November 5, 2025) and ending at 0:00 a.m. on December
17, 2025, Hong Kong time (11:00 a.m. Eastern Time on December 16, 2025), both dates inclusive,
(the “Distribution Compliance Period ”), no Shares issued in the Global Offering will be accepted
by the depositary for deposit in the existing ADR facility of the Company and no such Shares can
be offered or sold into the United States or to any U.S. persons or for the account or benefit of
U.S. persons. Investors participating in the Global Offering will need to agree and confirm that,
in respect of their interest in the Shares that they are purchasing in the Global Offering, that in
the United States (as defined in Regulation S) they have not engaged in, and will not prior to the
expiration of the Distribution Compliance Period engage in, any hedging transaction (whether
executed through a sale of the Shares and/or American Depositary Shares representing interests
in the Company ’s Class A ordinary shares or any derivative instruments), whether such hedging
transaction is or was engaged in directly by the investors or any person having a beneficial interest
in such Shares, or by any person acting on the investors ’ or their behalf.
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 October 28, 2025 issued by Pony AI Inc. for detailed
information about the Global Offering described below before deciding whether or not to invest in
the Offer Shares thereby being offered.
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
effect upon the occurrence of any of the events set out in the section headed “Underwriting
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
Date (which is currently expected to be on November 6, 2025).


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18
PUBLIC FLOAT AND FREE FLOAT
Immediately following the completion of the Global Offering (after taking into account
the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option), the total number of the Class A Ordinary Shares held by the public represents
approximately 98.71% of the total issued Class A Ordinary Shares of the Company, which is
higher than the minimum prescribed percentage of Class A Ordinary Shares required to be held in
public hands of 10% under Rule 8.08(1) of the Listing Rules calculated based on the final Offer
Price of HK$139.00 per Offer Share, thereby satisfying the public float requirement under Rule
8.08(1) of the Listing Rules.
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
Listing Date. As such, Class A Ordinary Shares held by the Cornerstone Investors upon the Listing
shall not be counted towards the free float of the Class A Ordinary Shares of the Company at
the time of Listing. Based on the final Offer Price of HK$139.00 per Offer Share, the Company
satisfies the free float requirement under Rule 8.08A(2) of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering (after
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option), (i) no placee will, individually, be placed more than 10% of the
enlarged total issued Class A Ordinary Shares 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 Class A Ordinary Shareholders of the Company do not
hold more than 50% of the Class A Ordinary 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
Class A Ordinary Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
Listing Rules.
COMMENCEMENT OF DEALINGS
The Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, November
6, 2025 (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 Class A Ordinary Shares on the basis of publicly
available allocation details prior to the receipt of Share certificates or prior to the Share certificates
becoming valid evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
November 6, 2025 (Hong Kong time), it is expected that dealings in the Class A Ordinary Shares
on the Stock Exchange will commence at 9:00 a.m. on Thursday, November 6, 2025 (Hong Kong
time). The Class A Ordinary Shares will be traded in board lots of 100 Class A Ordinary Shares
each, and the stock code of the Class A Ordinary Shares will be 2026.
By order of the Board
Pony AI Inc.
Dr. Jun Peng
Chairman of the Board and Chief Executive Officer
Hong Kong, November 5, 2025
As of the date of this announcement, the Board comprises: (i) Dr. Jun Peng and Dr. Tiancheng Lou
as executive Directors; (ii) Mr. Fei Zhang and Mr. Takeo Hamada as non-executive Directors; and
(iii) Mr. Jackson Peter Tai, Dr. Mark Qiu, and Ms. Asmau Ahmed as independent non-executive
Directors.